Exhibit J - Form of Interco Subordination Agreement



 
                                                                                                                                        
EXHIBIT J








                              
INTERCOMPANY SUBORDINATION AGREEMENT








THIS INTERCOMPANY
SUBORDINATION AGREEMENT (this “Subordination
Agreement”), dated as of February 23, 2000, made by and
among each of the undersigned Persons (such capitalized term, and
other terms used herein without definition, to have the meanings
ascribed thereto in Section 1 below) and such other Persons
that may from time to time become a party hereto pursuant to the
terms hereof or of the Credit Agreement referred to below
(collectively, the “Subordinated Creditors”),
and THE TITAN CORPORATION, a Delaware corporation (the
“Borrower”), in favor of the Administrative
Agent and each of the Secured Parties.





                                                           
W I T N E S S E T H:





WHEREAS, the
Borrower has entered into a Senior Secured Credit Agreement, dated
as of February 23, 2000 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, the various financial
institutions as are, or may from time to time become, parties
thereto (together with their successors, transferees and assigns,
the “Lenders”), Credit Suisse First Boston, as
administrative agent for the Lenders (the “Administrative
Agent”), First Union Securities, Inc., as Syndication
Agent, and The Bank of Nova Scotia, as Documentation Agent,
pursuant to which the Lenders and the Issuers have agreed to make
Credit Extensions on the terms and subject to the conditions set
forth therein;





WHEREAS, as a
condition precedent to the making of the Credit Extensions
(including the initial Credit Extension) under the Credit
Agreement, the Subordinated Creditors and the Borrower are required
to execute and deliver this Subordination Agreement;





WHEREAS, each
Subordinated Creditor has duly authorized the execution, delivery
and performance of this Subordination Agreement; and





WHEREAS, it is in
the best interests of each Subordinated Creditor to execute this
Subordination Agreement inasmuch as each Subordinated Creditor will
derive substantial direct and indirect benefits from the Credit
Extensions made from time to time to the Borrower by the Lenders
pursuant to the Credit Agreement.





NOW, THEREFORE, in
consideration of the above premises and in order to induce the
Lenders and the Issuers to make Credit Extensions to the Borrower
pursuant to the Credit Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as
follows:












                                                                
AGREEMENT





SECTION
1.  Definitions.  Terms used but not
defined herein have the meanings given to them in the Credit
Agreement.  As used in this Subordination Agreement, the
following terms shall have the meanings specified below:





“Administrative Agent” is
defined in the first recital.





“Borrower” is defined in
the preamble.





“Credit
Agreement” is defined in the first
recital.





“Intercompany Debt” means,
on any date, any Indebtedness of the Borrower related to or
resulting from any loan or advance from, or any non-equity
investment by, or any management or similar fees payable to, or any
obligation to pay for goods or services to, any Subsidiary of the
Borrower.





“Lender” is defined in the
first recital.





“Senior
Indebtedness” is defined in clause (a) of
Section 2.





“Subordinated Creditor” is
defined in the preamble.





“Subordination Agreement”
is defined in the preamble.








SECTION
2.  Agreement to Subordinate.












(a)       
Subject to the terms of the Credit Agreement, the Borrower and each
of the Subordinated Creditors agree that the Intercompany Debt is
and shall be subject, subordinate and rendered junior, to the
extent and in the manner hereinafter set forth, in right of
payment, to the prior payment in cash in full of all Obligations of
the Borrower under the Credit Agreement and the other Loan
Documents now existing or hereafter arising, whether for (i)
principal, (ii) interest (including, without limitation, interest
accruing after the filing of a petition initiating any proceeding
referred to in clause (a) of Section 3, whether or
not allowed as a claim in such proceeding), (iii) reasonable costs,
(iv) reasonable fees (including, without limitation,
reasonable attorneys’ fees and disbursements), (v) reasonable
expenses, and (vi) otherwise (the Obligations specified in
clauses(a)(i) through (a)(vi) above are referred to
collectively as the “Senior
Indebtedness”).  For purposes of this Subordination
Agreement, the Senior Indebtedness shall not be deemed to have been
paid in cash in full until the Lenders shall have received full
payment of the Senior Indebtedness in cash, which payment shall
have been retained by the Lenders for a period of time in excess of
all applicable preference or other similar periods under applicable
bankruptcy, insolvency or creditors’ rights laws.  Each
of the Borrower and the Subordinated Creditors waive notice of
acceptance of this Subordination Agreement by the Lenders, and the
Subordinated Creditors waive notice of and consent to the making,
amount and terms of the Senior Indebtedness which may exist or be
created from time to time and any renewal, extension, amendment or
modification thereof, and any other lawful action which any Lender
or Lenders in its and their sole and absolute discretion may take
or omit to take with respect thereto.  The provisions of this
Section shall constitute a continuing offer made for the benefit of
and to all Lenders and each Lender is hereby irrevocably authorized
to enforce such provisions.





(b)       
In the event that the Borrower shall make, and/or any Subordinated
Creditor shall receive from any source whatsoever, any payment on
Intercompany Debt in contravention of this Subordination Agreement
or the terms of the Credit Agreement, then and in any such event
such payment shall be deemed to be the property of, segregated,
received and held in trust for the benefit of and shall be promptly
paid over and delivered to the Administrative Agent for the
pro rata benefit of the Lenders.





(c)       
The Borrower shall not make, and no Subordinated Creditor shall
receive or accept from any source whatsoever, any payment in
respect of any Intercompany Debt if any Default shall have occurred
and be continuing or would result therefrom, unless and until (i)
the Senior Indebtedness has been paid in cash in full, (ii) in the
case of a Default other than a Default of the nature set forth in
Section 9.1(i) of the Credit Agreement, such Default has been cured
or waived or (iii) the Administrative Agent has otherwise consented
in writing.








SECTION
3.  In Furtherance of Subordination.





(a)       
Upon any distribution of all or any of the assets of the Borrower
in the event of





(i) any insolvency
or bankruptcy case or proceeding, or any receivership, liquidation,
reorganization or other similar case or proceeding in connection
therewith, relative to the Borrower, or to its creditors, as such,
or to its assets,





(ii) any
liquidation, dissolution or other winding up of the Borrower,
whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or












(iii) any
assignment for the benefit of creditors or any other marshaling of
assets and liabilities of the Borrower,





then, and in any
such event, unless the Administrative Agent shall otherwise agree
in writing, the Lenders shall receive payment in cash in full of
all amounts due or to become due (whether or not the Senior
Indebtedness has been declared due and payable prior to the date on
which the Senior Indebtedness would otherwise have become due and
payable) on or in respect of all Senior Indebtedness (including,
without limitation, interest accruing after the filing of a
petition initiating any proceeding referred to above) before the
Subordinated Creditors or anyone claiming through or on their
behalf (including any receiver, trustee, or otherwise) are entitled
to receive from any source whatsoever any payment on account of
principal of (or premium, if any) or interest on or other amounts
payable in respect of the Intercompany Debt, and to that end, any
payment or distribution of any kind or character, whether in cash,
property or securities, which may be payable or deliverable in
respect of the Intercompany Debt in any such case, proceeding,
dissolution, liquidation or other winding up or event, shall be
paid or delivered directly to the Administrative Agent for the
application (in the case of cash) to, or as collateral (in the case
of non-cash property or securities) for, the payment or prepayment
of the Senior Indebtedness until the Senior Indebtedness shall have
been paid in cash in full.





(b)       
If any proceeding, liquidation, dissolution or winding up referred
to in clause (a) above is commenced by or against the
Borrower,





(i)  the
Administrative Agent and the Lenders are hereby irrevocably
authorized and empowered (in their own names or in the name of the
Borrower or otherwise), but shall have no obligation, to demand,
sue for, collect and receive every payment or distribution in
respect of the Intercompany Debt above and give acquittance
therefor and to file claims and proofs of claim and take such other
action (including, without limitation, voting the Intercompany Debt
or enforcing any security interest or other lien securing payment
of the Intercompany Debt) as the Lenders or the Administrative
Agent may reasonably deem necessary or advisable for the exercise
or enforcement of any of the rights or interests of the Lenders or
the Administrative Agent hereunder; provided that in the
event the Administrative Agent or the Lenders take such action, the
Administrative Agent or the Lenders shall apply all proceeds
first, to the payment of the costs of enforcement of this
Subordination Agreement, and second, to the payment of the
Senior Indebtedness in accordance with the terms thereof;
and












(ii)  the
Subordinated Creditors shall duly and promptly take such action as
the Lenders or the Administrative Agent may request (A) to collect
the Intercompany Debt for the account of the Lenders and the
Administrative Agent and to file appropriate claims or proofs of
claim in respect of the Intercompany Debt, (B) to execute and
deliver to the Lenders or the Administrative Agent such powers of
attorney, assignments, or other instruments as the Lenders or the
Administrative Agent may reasonably request in order to enable them
to enforce any and all claims with respect to, and any security
interests and other liens securing payment of, the Intercompany
Debt and (C) to collect and receive any and all payments or
distributions which may be payable or deliverable upon or with
respect to the Intercompany Debt.





(c)       
All payments from any source whatsoever or distributions of assets
of the Borrower, whether in cash, property or securities upon or
with respect to the Intercompany Debt which are received by the
Subordinated Creditors contrary to the provisions of this
Subordination Agreement shall be received in trust for the
pro rata benefit of the Lenders, shall be segregated
from other funds and property held by the Subordinated Creditors
and shall be forthwith paid over to the Administrative Agent in the
same form as so received (with any necessary indorsement) to be
applied, (in the case of cash) to, or held as collateral (in the
case of noncash property or securities) for, the payment or
prepayment of the Senior Indebtedness in accordance with the terms
thereof, whether matured or unmatured, in accordance with the terms
of this Subordination Agreement.





(d)       
The Lenders and the Administrative Agent are hereby authorized to
demand specific performance of this Subordination Agreement,
whether or not the Borrower or any Subordinated Creditor shall have
complied with any of the provisions hereof applicable to it, at any
time when the Subordinated Creditors or any one of them shall have
failed to comply with any of the provisions of this Subordination
Agreement applicable to it.  The Subordinated Creditors hereby
irrevocably waive any defense (other than the defense of payment in
full of the Senior Indebtedness) based on the adequacy of a remedy
at law which might be asserted as a bar to such remedy of specific
performance.





SECTION
4.  No Enforcement or Commencement of Any
Proceedings.  Each Subordinated Creditor agrees that, so
long as any Senior Indebtedness shall remain unpaid, or any
Commitment shall be in effect, it will not accelerate the maturity
of the Intercompany Debt or commence, or join with any creditor
other than the Lenders in commencing any proceeding referred to in
clause (a) of Section 3.












SECTION
5.  Rights of Subrogation.  The
Subordinated Creditors agree that no payment or distribution to the
Lenders or the Administrative Agent pursuant to the provisions of
this Subordination Agreement shall entitle the Subordinated
Creditors to exercise any rights of subrogation in respect thereof
until all Senior Indebtedness has been paid in cash in full and the
Commitments have been terminated.  The Subordinated Creditors
agree that the subordination provisions contained herein shall not
be affected by any action, or failure to act, by the Administrative
Agent or the Lenders which results, or may result, in affecting,
impairing or extinguishing any right of reimbursement or
subrogation or other right or remedy of the Subordinated Creditors
against the Borrower.  Notwithstanding the foregoing, to the
extent necessary to toll the statute of limitations, the
Subordinated Creditors may take such action required to preserve
any rights they have by way of rights of subrogation as consented
to by the Administrative Agent in its reasonable
discretion.





SECTION
6.  Subordination Legend; Further
Assurances.  The Subordinated Creditors and the Borrower
will cause each note and  instrument (if any) evidencing the
Intercompany Debt to be endorsed with the following legend:





“The
indebtedness evidenced by this instrument is subordinated to the
prior payment in cash in full of the Senior Indebtedness (as
defined in the Intercompany Subordination Agreement, dated as of
February 23, 2000) pursuant to, and to the extent provided in, the
Intercompany Subordination Agreement by the maker hereof and payee
named herein in favor of the Lenders and any person now or
hereafter designated as their agent.”





Each of the
Subordinated Creditors and the Borrower hereby agrees to mark its
books of account in such a manner as shall be effective to give
proper notice of the effect of this Subordination Agreement and
will, in the case of any Intercompany Debt which is not evidenced
by any note or instrument, following the occurrence and subject to
the continuation of a Default, upon the Administrative
Agent’s request, cause such Intercompany Debt to be evidenced
by an appropriate note or instrument or instruments endorsed with
the above legend.  Each of the Subordinated Creditors and the
Borrower will at its expense and at any time and from time to time
promptly execute and deliver all further instruments and documents
and take all further action that may be necessary or that the
Lenders or the Administrative Agent may reasonably request in order
to protect any right or interest granted or purported to be granted
hereunder or to enable the Lenders or the Administrative Agent to
exercise and enforce their rights and remedies
hereunder.





SECTION
7.  No Change in or Disposition of Intercompany
Debt.  The Subordinated Creditors will not, without the
prior written consent of the Administrative Agent:





(a)  sell, assign
to any Person other than a Subordinated Creditor, transfer,
endorse, pledge, encumber or otherwise dispose of any of the
Intercompany Debt, except in the case of Liens granted to the
Administrative Agent;





(b)  permit the
terms of any of the Intercompany Debt to be changed in such a
manner as to have a material adverse effect upon the rights or
interests of the Lenders or the Administrative Agent; or












(c)  upon the
occurrence and during the continuation of any Default, take, or
permit to be taken, any action to assert, collect or enforce the
Intercompany Debt or any part thereof.





SECTION
8.  Agreement by the Borrower.  The
Borrower agrees that it will not make any payment on any of the
Intercompany Debt, or take any other action, in contravention of
the provisions of this Subordination Agreement or the other Loan
Documents. 





SECTION
9.  Obligations Hereunder Not Affected. 
All rights and interest of the Lenders and the Administrative Agent
hereunder, and all agreements and obligations of the Subordinated
Creditors and the Borrower hereunder, shall remain in full force
and effect irrespective of:





(a)  any lack of
validity or enforceability of any document evidencing Senior
Indebtedness;





(b)  any change in
the time, manner or place of payment of, or any other term of, all
or any of the Senior Indebtedness, or any other amendment or waiver
of or any consent to departure from any of the documents evidencing
or relating to the Senior Indebtedness;





(c)  any exchange,
release or non-perfection of any collateral, or any release or
amendment or waiver of or consent to departure from any guaranty or
Loan Document, for all or any of the Senior Indebtedness;





(d)  any failure of
any Lender or the Administrative Agent to assert any claim or to
enforce any right or remedy against any other party hereto under
the provisions of this Subordination Agreement, the Credit
Agreement or any other Loan Document other than this Subordination
Agreement;





(e)  any reduction,
limitation, impairment or termination of the Senior Indebtedness
for any reason (other than the defense of payment in full of the
Senior Indebtedness), including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to
(and the Borrower and each Subordinated Creditor hereby waive any
right to or claim of) any defense (other than the defense of
payment in full of the Senior Indebtedness) or setoff,
counterclaim, recoupment or termination whatsoever by reason of
invalidity, illegality, nongenuineness, irregularity, compromise,
unenforceability of, or any other event or occurrence affecting,
any Senior Indebtedness; and












(f)  any other
circumstance which might otherwise constitute a defense (other than
the defense of payment in full of the Senior Indebtedness)
available to, or a discharge of, the Borrower in respect of the
Senior Indebtedness or the Subordinated Creditors in respect of
this Subordination Agreement. 





This Subordination
Agreement shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Senior
Indebtedness is rescinded or must otherwise be returned by any
Lender or the Administrative Agent upon the insolvency, bankruptcy
or reorganization of the Borrower or otherwise, all as though such
payment had not been made.  The Subordinated Creditors
acknowledge and agree that the Lenders and the Administrative Agent
may in accordance with the terms of the Credit Agreement, without
notice or demand and without affecting or impairing the
Subordinated Creditors’ obligations hereunder, from time to
time (i) renew, compromise, extend, increase, accelerate or
otherwise change the time for payment of, or otherwise change the
terms of the Senior Indebtedness or any part thereof, including,
without limitation, to increase or decrease the rate of interest
thereon or the principal amount thereof; (ii) take or hold security
for the payment of the Senior Indebtedness and exchange, enforce,
foreclose upon, waive and release any such security; (iii) apply
such security and direct the order or manner of sale thereof as the
Administrative Agent and the Lenders, in their sole discretion, may
determine; (iv) release and substitute one or more endorsers,
warrantors, borrowers or other obligors; and (v) exercise or
refrain from exercising any rights against the Borrower or any
other Person.





SECTION
10.  Representations and Warranties. 
Each of the Subordinated Creditors, in respect of itself and the
Intercompany Debt owing to it, and the Borrower, as the case may
be, hereby represents and warrants as follows:





(a)  the
Subordinated Creditors own the Intercompany Debt now outstanding
free and clear of any Lien other than pursuant to any general
security agreement then in effect and in favor of the
Administrative Agent;





(b)  this
Subordination Agreement constitutes a legal, valid and binding
obligation of each Subordinated Creditor and the Borrower,
enforceable in accordance with its terms (subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting
creditors’ rights generally, general equitable principles
(whether considered in a proceeding in equity or at law)).












SECTION
11.  Amendments, Waivers.  No amendment
or waiver of any provision of this Subordination Agreement nor
consent or any departure by the Subordinated Creditors or the
Borrower here from, shall in any event be effective unless the same
shall be in writing and signed by the Administrative Agent and the
other parties hereto, and then such waiver, amendment or consent
shall be effective only in the specific instance and for the
specific purpose for which given.  Any waiver, forbearance,
failure or delay by the Administrative Agent or the Lenders in
exercising, or the exercise or beginning of exercise by the
Administrative Agent or the Lenders of, any right, power or remedy,
simultaneous or later shall not preclude the further, simultaneous
or later exercise thereof, and every right, power or remedy of the
Administrative Agent and the Lenders shall continue in full force
and effect until such right, power or remedy is specifically waived
in a writing executed or authorized by such Lenders. 





SECTION
12.  Expenses.  The Subordinated
Creditors and the Borrower jointly and severally agree to pay, upon
demand, to the Administrative Agent or the Lenders, as applicable,
any and all reasonable costs and expenses, including, without
limitation, reasonable attorneys’ fees and disbursements
which the Lenders or the Administrative Agent may incur in
connection with the exercise or enforcement of any of the rights or
interest of the Lenders or the Administrative Agent
hereunder.





SECTION
13.  Address for Notices.  All notices
and other communications provided for hereunder shall be in writing
(including facsimile communication) and mailed or telecopied or
delivered to either party hereto, if to the Borrower, the
Administrative Agent or any Lender, addressed to it at the address
of the Borrower or such Lender or the Administrative Agent (as the
case may be) listed in the Credit Agreement or in the Lender
Assignment Agreement, as applicable, and, if to other parties
hereto, addressed to such parties in care of the Borrower at the
address specified in the Credit Agreement.  All such notices
and other communications, when mailed and properly addressed with
postage prepaid or if properly addressed and sent by pre-paid
courier service, shall be deemed given when received; any such
notice or communication, if transmitted by facsimile, shall be
deemed given when the confirmation of transmission thereof is
received by the transmitter.





SECTION
14.  Entire Agreement; Severability. 
This Subordination Agreement contains the entire subordination
agreement among the parties hereto with respect to the subject
matter hereof.  If any of the provisions of this Subordination
Agreement shall be held invalid or unenforceable, this
Subordination Agreement shall be construed as if not containing
those provisions, and the rights and obligations of the parties
hereto shall be construed and enforced accordingly.





SECTION
15.  Cumulative Rights.  The rights,
powers and remedies of the Lenders and the Administrative Agent
under this Subordination Agreement shall be in addition to all
rights, powers and remedies given to the Lenders and the
Administrative Agent by virtue of any contract, statute or rule of
law, all of which rights, powers and remedies shall be cumulative
and may be exercised successively or concurrently.  The
parties hereto expressly acknowledge and agree that the Lenders and
the Administrative Agent are intended, and by this reference
expressly made, third party beneficiaries of the provisions of this
Subordination Agreement.












SECTION
16.  Continuing Agreement; Transfer of
Notes.  This Subordination Agreement is a continuing
agreement of subordination and the Lenders may, from time to time
and without notice to the Subordinated Creditors, extend credit to
or make other financial arrangements with the Borrower in reliance
hereon.  This Subordination Agreement shall (a) remain in full
force and effect until the Senior Indebtedness shall have been paid
in cash in full and all Commitments terminated, (b) be binding upon
the Subordinated Creditors, the Borrower and their respective
successors, transferees and assigns, and (c) inure to the benefit
of and be enforceable by the Administrative Agent and each Lender
and their respective successors, transferees and assigns. 
Without limiting the generality of the foregoing, any Lender may,
subject to the provisions of the Credit Agreement, assign or
otherwise transfer the Senior Indebtedness held by it to any other
Person, subject to Section 11.11 of the Credit Agreement and such
other Person shall thereupon become vested with all the rights in
respect thereof granted to such Lender herein or otherwise.





SECTION
17.  Governing Law.  THIS SUBORDINATION
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR
SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS
LAW OF THE STATE OF NEW YORK). 












SECTION 18. 
Forum Selection and Consent to Jurisdiction.  ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS SUBORDINATION AGREEMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS OR ANY
SUBORDINATED CREDITOR OR THE BORROWER SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK.  THE BORROWER AND EACH SUBORDINATED CREDITOR HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS
OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY
ANY JUDGEMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION.
THE BORROWER HEREBY IRREVOCABLY APPOINTS CSC UNITED STATES
CORPORATION COMPANY (THE “PROCESS AGENT”), WITH
AN OFFICE ON THE DATE HEREOF AT 375 HUDSON STREET, NEW YORK, NEW
YORK 10014, AS ITS AGENT TO RECEIVE, ON ITS BEHALF  AND ON
BEHALF OF ITS PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND
COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH
ACTION OR PROCEEDING.  SUCH SERVICE MAY BE MADE BY MAILING OR
DELIVERING A COPY OF SUCH PROCESS TO THE BORROWER IN CARE OF THE
PROCESS AGENT AT THE PROCESS AGENT’S ABOVE ADDRESS, AND THE
BORROWER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS
AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF.  THE BORROWER AND
EACH SUBORDINATED CREDITOR IRREVOCABLY CONSENT TO THE SERVICE OF
PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES
OF SUCH PARTY SPECIFIED IN SECTION 13.  THE BORROWER AND EACH
SUBORDINATED CREDITOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY
HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY
CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.  TO THE EXTENT THAT THE BORROWER OR SUCH SUBORDINATED
CREDITOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT
IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, EACH OF THE BORROWER AND EACH OF SUCH SUBORDINATED
CREDITORS HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS SUBORDINATION AGREEMENT.





SECTION 19. 
Waiver of Jury Trial.  THE BORROWER AND EACH
SUBORDINATED CREDITOR AND, BY ACCEPTING THIS SUBORDINATION
AGREEMENT AND THE BENEFITS THEREOF, THE ADMINISTRATIVE AGENT AND
ANY LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES
ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS SUBORDINATION AGREEMENT OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE
BORROWER OR SUCH SUBORDINATED CREDITOR AND EACH SUCH PERSON
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE LENDERS CONTINUING TO MAKE CREDIT
EXTENSIONS AND ENTERING INTO THE AMENDED AND RESTATED CREDIT
AGREEMENT AND FOR THE SUBORDINATED CREDITORS ENTERING INTO THIS
SUBORDINATION AGREEMENT.





SECTION 20. 
Execution in Counterparts.  This Subordination
Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same
agreement.












IN WITNESS WHEREOF,
the parties have caused this Subordination Agreement to be duly
executed and delivered as of the date first above
written.











The Titan
Corporation

Assist Cornerstone
Technologies, Inc.

Atlantic Aerospace Electronics Corporation

Cayenta Operating Company

Cayenta, Inc.

DBA Systems, Inc.

Delfin Systems

Diversified Control Systems, Inc.

Eldyne, Inc.

Horizons Technology, Inc.

J.B. Systems, Inc.

Linkabit Wireless, Inc.

Mergeco, Inc.

Pulse Sciences, Inc.

System Resources Corporation

Titan Food Pasteurization Corp.

Titan Medical Sterilization Corp.

Titan Scan Corp.

Titan Systems Corporation

Titan Unidyne Corporation

Titan Wireless, Inc.

Tomotherapeutics, Inc.

Validity Corporation

VisiCom Laboratories, Inc.

Microlithics Corporation










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By:                                                                          


Name:  Ray
Guillaume


Title: Assistant
Treasurer