Exhibit B-1 - Form of Borrowing Request



 
                                                                                                                                    
EXHIBIT B-1











                                                      
BORROWING REQUEST








Credit Suisse First
Boston,


  as
Administrative Agent


Eleven Madison
Avenue


New York, New
York  10010





Attention:
                       








                                                   
THE TITAN CORPORATION








Gentlemen and
Ladies:





This Borrowing
Request is delivered to you pursuant to Section 2.7 of the Senior
Secured Credit Agreement, dated as of February __, 2000 (as
amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among The Titan
Corporation (the “Borrower”), the various
financial institutions as are or may become parties thereto
(collectively, 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. Unless otherwise defined herein or the context
otherwise requires, terms used herein have the meanings provided in
the Credit Agreement.





The Borrower hereby
requests that a [Revolving Loan] [Multi-Draw Term Loan] [Term B
Loan] [Term C Loan] [Swing Line Loan] be made in the aggregate
principal amount of
$           
    on
          
,           as a *[LIBO Rate
Loan having an Interest Period of [two weeks] [one] [two] [three]
[six] [nine] [twelve] month(s)] [Base Rate Loan].












The Borrower hereby
acknowledges that, pursuant to Section 5.2(b) of the Credit
Agreement, each of the delivery of this Borrowing Request and the
acceptance by the Borrower of the proceeds of the Loans requested
hereby constitute a representation and warranty by the Borrower
that, on the date of such Loans, both immediately before and after
giving effect thereto and to the application of the proceeds
therefrom, the statements set forth in Section 5.2(a) of the Credit
Agreement are true and correct (it being understood that such
representations and warranties not qualified by reference to
materiality or Material Adverse Effect are true and correct in all
material respects).





The Borrower agrees
that if prior to the time of the Borrowing requested hereby any
matter certified to herein by it will not be true and correct in
all material respects at such time as if then made, it will
immediately so notify the Administrative Agent.  Except to the
extent, if any, that prior to the time of the Borrowing requested
hereby the Administrative Agent shall receive written notice to the
contrary from the Borrower, each matter certified to herein shall
be deemed once again to be certified as true and correct in all
material respects at the date of such Borrowing as if then
made.





Please wire
transfer the proceeds of the Borrowing to the accounts of the
following persons at the financial institutions indicated
respectively:


	



Amount to
be


Transferred          

	


	



Name, Account
No.,


Address,
etc.          


	



Person to be
Paid

	



            


	



$                            

	


	


	



                                                      


                                                      


Attention:
                                     


	



$                            

	


	


	



                                                      


                                                      


Attention:
                                     


	



$                            


Balance of such
proceeds

	


	


	



                                                      


                                                      


Attention:
                                     















IN WITNESS WHEREOF,
the Borrower has caused this Borrowing Request to be executed and
delivered, and the certification and representations and warranties
contained herein to be made, by its duly Authorized Officer this __
day of ____________, ____.











THE TITAN
CORPORATION








By                                                                              


 
Name:


 
Title:












*          
Insert appropriate interest rate option and, if applicable, the
number of weeks or months with respect to LIBO Rate Loans. 
Note that Swing Line Loans must be made as Base Rate Loans.