**Exhibit 10.42**

**REIMBURSEMENTAGREEMENT**

**THISREIMBURSEMENT AGREEMENT** (this ***“Agreement”***) is made as of this 2nd dayof August, 2002, by and between The Titan Corporation, a Delaware corporation (***“Titan”***), andSureBeam Corporation, a Delaware corporation (***“SureBeam”***).

RECITALS:

**A.**            **Whereas**, SureBeamhas a right to exchange $1.0 million of the funds it has advanced to HawaiiPride, L.L.C., a Hawaiian limited liability company (the ***“Company”***) for 19.9% of the equity of theCompany (the ***“EquityInterest”***) but as of the date of this Agreement, SureBeam hasnot exercised this right and owns no equity interest in the Company;

**B.**            **Whereas**, theCompany and WebBank (the ***“Bank”***) entered into a Loan Agreement dated June 22,2000 (as such Loan Agreement may have been and may subsequently be amended, the***“Loan Agreement”***)pursuant to which the Bank agreed to loan $6,750,000 to the Company (the ***“Loan”***);

**C.**            **Whereas**, as acondition to entering the Loan Agreement and making the Loan, the Bank requiredthat Titan (i) guarantee the Company’s obligations under the Loan Agreement, tothe extent of SureBeam’s ownership interest in the Company, pursuant to thatcertain Absolute and Unconditional Guarantee of Payment by The TitanCorporation to the Extent of its Ownership dated June 22, 2000 (as suchGuarantee may have been and may subsequently be amended, the ***“Guarantee”***) and (ii)indemnify the Bank pursuant to that certain Indemnity Agreement dated as ofJune 22, 2000 by and among Titan, the Company, the Bank, Eric D. Weinert andJohn W. Clark (as such Indemnity Agreement may have been and may subsequentlybe amended, the ***“Indemnity Agreement”***)against all violations of any Applicable Environmental Laws (as defined in theIndemnity Agreement) relating to the property securing the Loan; and

**D.            Whereas**,SureBeam has agreed to reimburse Titan in the event that Titan  becomes obligated to make any payments underthe Guarantee or the Indemnity Agreement.

**Now Therefore**, for good and valuableconsideration, the parties hereto agree as follows:

**1.             Right to Reimbursement**. If Titan (i) makes any payment in connection with the Guarantee or theIndemnity Agreement, whether such payment is made to the Bank or any party tothe Indemnity Agreement or to any third party, or (ii) incurs any expense orcost incidental to or in any way related to the Guarantee or the IndemnityAgreement, including, without limitation, (a) in opposing any claim for paymentunder the Guarantee or Indemnity Agreement, (b) in connection with the Bankexercising any of its rights under the Guarantee or the Indemnity Agreement(including any expenses of the Bank or its advisors in connection therewiththat are subject to payment or reimbursement by Titan pursuant to theprovisions of the Guarantee or by Titan or the other parties thereto pursuantto the provisions of the Indemnity Agreement) or (c) in 

 

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enforcing thisAgreement, then SureBeam shall have an unconditional obligation to pay to Titanan amount (the ***“Required ReimbursementAmount”***) equal to 100% of all amounts referred to in clauses (i)and (ii) above, payable in cash. SureBeam shall pay any Required ReimbursementAmount in cash within five business days of receipt of a written demand forreimbursement of such Required Reimbursement Amount (the ***“Reimbursement Demand Notice”***).  The Reimbursement Demand Notice shall setforth the Required Reimbursement Amount.

**2.             Default**. If SureBeam fails to pay in cash a Required Reimbursement Amount  within five business days from the date ofreceipt by it of a Reimbursement Demand Notice, SureBeam shall be deemed to bein default under this Agreement and interest (***“Additional Interest”***) shall accrue on theRequired Reimbursement Amount at a rate equal to the lesser of (i) the ratethen payable by the Company under the Loan Agreement plus two percent (2%), and(ii) the highest rate permitted by law. In the event of a default by SureBeam pursuant to the precedingsentence, Additional Interest shall begin to accrue (and shall accrue daily) asof the date of the applicable Reimbursement Demand Notice and shall continue toaccrue until the date (the ***“Late Payment Date”***) that SureBeam pays to Titan theentire Required Reimbursement Amount specified in such Reimbursement DemandNotice, plus all Additional Interest thereon. Additional Interest shall be payable by SureBeam to Titan in cash withinfive business days following a default by SureBeam under this Section 2.

**3.             Obligation Unconditional.** SureBeam hereby acknowledges and agrees that its obligations to pay toTitan any Required Reimbursement Amount and Additional Interest pursuant toSection 1 and Section 2 above are unconditional and shall not be affected by(and SureBeam shall not assert as a defense to these payment obligations) anyfailure by Titan to contest any claim or demand made against it by, or toassert any defense, claim or demand or enforce or exercise any right or remedyit may have against, the Bank, any party to the Indemnity Agreement or anythird party under the provisions of the Guarantee, the Indemnity Agreement orotherwise.

**4.             Titan Representations andWarranties.**Titanhereby represents, warrants and acknowledges as follows:

**(i)           **Titan (a) is a legal entity duly organized and validlyexisting under the laws of its jurisdiction of organization, (b) has all of thepower and authority necessary to enter into this Agreement, and (c) has takenall action as may be necessary to authorize the execution and delivery of thisAgreement and the performance of its obligations hereunder.

**(ii)          **This Agreement constitutes the legal, valid andbinding obligation of Titan, and is enforceable against Titan in accordancewith its terms.

**5.             SureBeam Representations andWarranties.**SureBeam hereby represents, warrants and acknowledges as follows:

**(i)           **SureBeam (a) is a legal entity duly organized andvalidly existing under the laws of its jurisdiction of organization, (b) hasall of the power and authority necessary to enter into this Agreement, and (c)has taken all action as may be necessary to authorize the execution anddelivery of this Agreement and the performance of its obligations hereunder.

 

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**(ii)          **This Agreement constitutes the legal, valid andbinding obligation of SureBeam, and is enforceable against SureBeam inaccordance with its terms.

**6.             Consent. **Titan and SureBeam each acknowledges thatthe purpose of the covenants in this Paragraph 6 is to protect Titan’s interestas a contingent creditor of SureBeam under the Guarantee, Indemnity Agreementand Loan Agreement and not for the purpose of influencing SureBeam’s businessjudgment regarding the value to SureBeam of SureBeam holding any equityinterest in the Company.  As of the dateof this Agreement, SureBeam has represented to Titan that it has no presentintention to exercise its option to acquire the Equity Interest in the Company.So long as the Guarantee or Indemnity Agreement remain in effect or Titanremains subject to any covenants in the Loan Agreement, SureBeam covenants andagrees that it shall not do any of the following without the prior writtenconsent of Titan:  (i) exercise itsright to acquire the Equity Interest in the Company nor acquire any equityinterest in the Company or any successor in interest to the Company either fromthe Company or from any holder of an equity interest in the Company, whetherpursuant to the Amended and Restated Agreement #3 dated October 2, 2000 amongSureBeam, Titan, the Company, John W. Clark and Eric Weinert (the ***“Hawaii Pride Agreement”***)or pursuant to any other agreement or by any other means; (ii) enter into anyagreement with the Company or any of the equity owners of the Company thatmodifies or amends the Hawaii Pride Agreement in any respect; or (iii) enterinto an operating agreement or similar governing agreement for theCompany.   To the extent that SureBeamreceives notice of the Company’s insolvency, the occurrence of any default bythe Company under the Loan Agreement, including any failure to comply withcovenants or failure make any loan payments when due, or the Company’s requestor receipt of any forbearance or waiver of covenants under the Loan Agreement,SureBeam shall promptly notify Titan in writing of its knowledge of suchinformation.  In addition, SureBeamshall provide to Titan on a monthly basis a copy of any covenant complianceworksheet provided by the Company to SureBeam pursuant to Paragraph 6 of theHawaii Pride Agreement.

**7.             Fee. **So long as SureBeam does not own anyequity interest in the Company, SureBeam shall not be required to pay any feeto Titan under this Agreement.  IfSureBeam acquires the Equity Interest or otherwise acquires any equity interestin the Company or any successor in interest in the Company while the Guaranteeor Indemnity Agreement remains in effect or while Titan remains subject to anycovenants in the Loan Agreement, then, SureBeam shall pay Titan an annual feeequal to 1% of the amount of the Loan guaranteed by Titan under the Guaranteeas of December 31 of each year, which shall be payable by no later than March31 of the immediately following year (with the amount of the fee to bepro-rated if SureBeam acquires such equity interest after the first day of anew calendar year for the number of days in the year that the Loan was guaranteedunder the Guarantee).

**8.             Successors And Assigns**. This Agreement will be binding upon, and inure to the benefit of, eachparty hereto and such party’s permitted successors and assigns; *provided,however*, that SureBeam may not assign this Agreement without theprior written consent of Titan.

**9.             Notices**. All notices and other communications required or permitted hereunderwill be in writing and transmitted personally or by messenger, certified mail(return receipt requested), telegram or facsimile with confirmed receipt, andwill be mailed or delivered to the 

 

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address set forthon the signature page hereto, or to such other address as the recipient mayhave specified in a notice duly given to the sender as provided herein.  All such notices, requests, demands,consents and other communications will be deemed to have been given and to beeffective for purposes of receipt upon the earlier of receipt or the secondbusiness day following the date of mailing or transmittal. Each party willpromptly notify the other in writing of any change in its address.

**10.          Attorneys’ Fees**. In the event any suit or other legal proceeding arises in connectionwith this Agreement, the prevailing party will be entitled to recover from thenon-prevailing party the reasonable attorneys’ fees and costs incurred by suchprevailing party, which will be in addition to all other amounts and awards towhich such prevailing party may be entitled.

**11.          Amendments; Waivers**. This Agreement may be amended, and compliance with any provision hereofmay be waived, only by a written instrument executed by each of the partieshereto.

**12.          No Agency**. Nothing in this Agreement will be deemed to create the relationship ofprincipal and agent or of partnership or joint venture among the partieshereto.

**13.          No Third Party Beneficiary**. This Agreement is solely for the benefit of the parties hereto and willnot be deemed to be for the benefit of, or to create any rights in favor of anythird party, including, without limitation, the Bank pursuant to its rights topayments under the Loan Agreement.

**14.          Governing Law**. This Agreement will be governed by, and construed under, the laws of theState of California as applied to agreements among California residents, madeand to be performed entirely within the State of California.

**15.          Counterparts**. This Agreement may be executed in any number of counterparts, each ofwhich will be deemed an original, but all of which together will constitute oneagreement.

**16.          Severability**. In the event that any provision of this Agreement shall be invalid,illegal or unenforceable then the validity, legality or enforceability of theremaining provisions shall not in any way be affected or impaired thereby.

 

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**In Witness Whereof**,the parties have executed this Agreement as of the day and year first abovewritten.

 
| **The Titan  Corporation** |                                                            | **SureBeam  Corporation** |
|----------------------------|-----------------------------------------------------------------|---------------------------|
| By:                        | /s/ MARK W. SOPP                                                |                      | /s/ DAVID A. RANE |
|                       |                                                            |                      |   |
|                       | Mark W. Sopp   Senior Vice President,   Chief Financial Officer |                      | David A. Rane   Senior Vice President,   Chief Financial Officer |
|                       | 3033 Science Park Road   San Diego, California 92121-1199       |                      | 9276 Scranton Road, Suite 600 

San Diego, California 92121 |

 

 

 

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