Exhibit 10.1

EXECUTIVE AGREEMENT

AGREEMENT, dated as of the day of, 2004 (this "Agreement"), by and between The Titan Corporation, a Delaware corporation (the "Company"),
and                        (the
"Executive").

WHEREAS,
the Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the
continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein). The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to
the current Company and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control that ensure that
the compensation and benefits expectations of the Executive will be satisfied and that are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board
has caused the Company to enter into this Agreement.

NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

Section 1.Certain Definitions. (a) "Effective Date" means the
first date during the Change of Control Period (as defined herein) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if
the Executive's employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably believed by the Executive that such termination of employment
(1) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or anticipation of a Change of
Control, then "Effective Date" means the date immediately prior to the date of such termination of employment.

(b)   "Change
of Control Period" means the period commencing on the date hereof and ending on the third anniversary of the date hereof;provided,
however, that, commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof, the "Renewal
Date"), the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date.

(c)   "Affiliated
Company" means any company controlled by, controlling or under common control with the Company.

(d)   "Change
of Control" means:



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Section 2.Employment Period.The Company hereby agrees to continue
the Executive in its employ, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date (the
"Employment Period"). The Employment Period shall terminate upon the Executive's termination of employment for any reason.

Section 3.Terms of Employment.(a) Position and Duties.(1) During
the Employment Period, (A) the Executive's position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the
120-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed at the office where the Executive was employed immediately preceding the
Effective Date or at any other location less than 20 miles from such office.

(2)   During
the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable
attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use
the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to
(A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal
investments, so long as such activities do not significantly interfere with the

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performance
of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that, to the extent that any such activities have
been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective
Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.



(2)Annual Bonus.In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during
the Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal to the Executive's highest bonus earned under the Company's Incentive Plan, or any comparable bonus under any
predecessor or successor plan, for the last three full fiscal years prior to the Effective Date (or for such lesser number of full fiscal years prior to the Effective Date for which the Executive was
eligible to earn such of bonus, and annualized in the case of any bonus earned for a partial fiscal year) (the "Recent Annual Bonus"). (If the Executive has not been eligible to earn such a bonus for
any period prior to the Effective Date, the "Recent Annual Bonus" shall mean the Executive's target annual bonus for the year in which the Effective Date occurs.) Each such Annual Bonus shall be paid
no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual
Bonus.

(3)Incentive, Savings and Retirement Plans.During the Employment Period, the Executive shall be entitled to participate in
all cash incentive, equity incentive, savings and retirement plans, practices, policies, and programs applicable generally to other executives of the Company and the affiliated companies, but in no
event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent,
if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by
the Company and the Affiliated Companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the
Effective Date.

(4)Welfare Benefit Plans.During the Employment Period, the Executive and/or the Executive's family, as the case may be,
shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and the Affiliated Companies (including,
without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other
executives of the Company and the Affiliated Companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits that are less favorable, in

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the
aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective
Date.

(5)Expenses.During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and the affiliated companies in effect for the Executive at any
time during the 120-day period immediately preceding the Effective Date.

(6)Fringe Benefits.During the Employment Period, the Executive shall be entitled to fringe benefits, including, without
limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices,
programs and policies of the Company and the Affiliated Companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date.

(7)Office and Support Staff.During the Employment Period, the Executive shall be entitled to an office or offices of a size
and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company
and the Affiliated Companies at any time during the 120-day period immediately preceding the Effective Date.

(8)Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and the Affiliated Companies as in effect for the Executive at any time during the 120-day period immediately preceding the
Effective Date.

Section 4.Termination of Employment.(a)Death or
Disability.The Executive's employment shall terminate automatically if the Executive dies during the Employment Period. If the Company determines in good faith that the
Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of "Disability"), it may give to the Executive written notice in accordance with
Section 11(b) of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of
such notice by the Executive (the "Disability Effective Date"),providedthat, within the 30 days after such receipt, the Executive shall not
have returned to full-time performance of the Executive's duties. "Disability" means the absence of the Executive from the Executive's duties with the Company on a full-time
basis for 180 consecutive business days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers
and acceptable to the Executive or the Executive's legal representative.



(1)   the
willful and continued failure of the Executive to perform substantially the Executive's duties (as contemplated by Section 3(a)(1)(A)) with the Company or any
Affiliated Company (other than any such failure resulting from incapacity due to physical or mental illness or following the Executive's delivery of a Notice of Termination for Good Reason), provided
that the Company demonstrates that such failure has a material and injurious effect on the Company and provided, further, that a written demand for substantial performance is first delivered to the
Executive by the Board or the Chief Executive Officer of the Company that specifically identifies the manner in which the Board or the Chief Executive Officer of the Company believes that the
Executive has not substantially performed the Executive's duties and the resulting material, injurious effect on the Company, or

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(2)   the
willful engaging by the Executive in gross misconduct or the conviction of the Executive of a felony (such conviction having been finally adjudicated without further
appeal) that is materially and demonstrably injurious to the Company.

For
purposes of this Section 4(b), no act, or failure to act, on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith
or without
reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the
Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be
done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until
there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding the
Executive, if the Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in
Section 4(b)(1) or 4(b)(2), and specifying the particulars thereof in detail.



For
purposes of this Section 4(c), any good faith determination of Good Reason made by the Executive shall be conclusive. Anything in this Agreement to the contrary notwithstanding, a
termination by the Executive for any reason whatsoever (or for no reason) pursuant to a Notice of Termination given during the 30-day period immediately following the first anniversary of
the Effective Date shall be deemed to be a termination for Good Reason for all purposes of this Agreement. The Executive's mental or physical incapacity following the occurrence of an event described
above in clauses (1) through (5) shall not affect the Executive's ability to terminate employment for Good Reason.

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Section 5.Obligations of the Company upon Termination.(a)Good
Reason; Other Than for Cause, Death or Disability.If, during the Employment Period, the Company terminates the Executive's employment other than for Cause or
Disability or the Executive terminates employment for Good Reason:

(1)   the
Company shall pay to the Executive, in a lump sum in cash on the Date of Termination the aggregate of the following amounts:



(2)   for
three years after the later of: (x) the Executive's Date of Termination; or (y) expiration of the Executive's COBRA benefits rights following the
Executive's Date of Termination, (or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy), the Company shall continue benefits to the Executive
and/or the Executive's family at least equal to those that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(4) if the
Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer

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executives
of the Company and the affiliated companies and their families,provided, however, that, if the Executive becomes reemployed with another
employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided
under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits
pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last
day of such period;

(3)   all
options that have previously been granted to the Executive to acquire shares of the Company or any affiliate of the Company that have not previously been forfeited
or exercised shall vest and be exercisable in full and shall remain exercisable for the remainder of their original terms;

(4)   the
Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive
in the Executive's sole discretionprovided,that the cost of such outplacement shall not exceed $100,000; and

(5)   to
the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or
that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and the Affiliated Companies (such other amounts and benefits, the "Other
Benefits"). Notwithstanding anything to the contrary in this Agreement or otherwise: (x) upon any Change in Control, the Executive shall be deemed to have attained not less than six years of
service and all rights and privileges under The Titan Supplemental Retirement Plan for Key Executives ("SERP") shall be deemed to be "vested" for all purposes; and (y) the SERP may not be
amended after a Change in Control, or before a Change in Control but in anticipation thereof or at the request of a person seeking to effectuate a Change in Control, in any manner that reduces the
then-existing account balances of the Executive or the rates of interest with which such account balances are credited.

(6)   all
account balances under the Company's deferred compensation plan, or any successor thereto, shall immediately and fully vest as of the Executive's Date of Termination
and an amount equal to 120% of any amount forfeited under the Company's 401(k) plan in connection Executive's termination of employment.



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Section 6.Non-exclusivity of Rights.Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or the Affiliated Companies and for which the Executive may qualify, nor,
subject to Section 11(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any other contract or agreement with the Company or the affiliated
companies. Amounts that are vested benefits or that the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or the
Affiliated Companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by
this Agreement. Notwithstanding the foregoing, if the Executive receives payments and benefits pursuant to Section 5(a) of this Agreement, the Executive shall not be entitled to any severance
pay or benefits pursuant to any employment agreement or other agreement or arrangement the Executive has with the Company or under any severance plan, program or policy of the Company and the
Affiliated Companies.

Section 7.Full Settlement.The Company's obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company may
have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days
following the Company's receipt of an invoice from the Executive), to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance
thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable
federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").

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(1)   give
the Company any information reasonably requested by the Company relating to such claim,

(2)   take
such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney reasonably selected by the Company,

(3)   cooperate
with the Company in good faith in order effectively to contest such claim, and

(4)   permit
the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in
connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a
result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in
connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect
of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to
prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however,
that, if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including
interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance; andprovided,
further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is
claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which the Gross-Up Payment would
be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.



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Section 9.Confidential Information.The Executive shall hold in a fiduciary capacity for the
benefit of the Company all secret or confidential information, knowledge or data relating to the Company or the Affiliated Companies, and their respective businesses, which information, knowledge or
data shall have been obtained by the Executive during the Executive's employment by the Company or the affiliated companies and which information, knowledge or data shall not be or become public
knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive
shall not, without the
prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those
persons designated by the Company. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to
the Executive under this Agreement.

Section 10.Successors.(a) This Agreement is personal to the Executive, and, without the
prior written consent of the Company, shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representatives.



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Section 11.Miscellaneous.(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.
This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors and legal representatives.



or
to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.



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IN
WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from the Board, the Company has caused these presents to be executed in its
name on its behalf, all as of the day and year first above written.

| |  | THE TITAN CORPORATION
| |  | ---------------------
| |  | By                   
| |  |                      

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