Exhibit C - Form of Continuation/Conversion Notice



                                                                                                                                         
EXHIBIT C














                                         
CONTINUATION/CONVERSION NOTICE








Credit Suisse First
Boston,


  as
Administrative Agent


Eleven Madison
Avenue


New York, New
York  10010





Attention:
                        








                                                   
THE TITAN CORPORATION





Gentlemen and
Ladies:





This
Continuation/Conversion Notice is delivered to you pursuant to
Section 2.9 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, a Delaware
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 on ________, ____,





*[(1)  **$          
  of the presently outstanding principal amount of the
[Revolving Loans] [Multi-Draw Term Loans] [Term B Loans] [Term C
Loans] originally made on _______, ____,]












*[(2)  and all
Loans presently being maintained as *[Base Rate Loans] [LIBO Rate
Loans],]





(3)       
be [converted into] [continued as],





(4)       
**[LIBO Rate Loans having an Interest Period of [two weeks] [one]
[two] [three] [six] [nine] [twelve] month(s)] [Base Rate
Loans].





The Borrower
hereby:





(a)       
certifies and warrants that no Default has occurred and is
continuing or will (immediately after giving effect to the
continuation or conversion requested hereby) occur and be
continuing; and





(b)       
agrees that if prior to the time of such continuation or conversion
any matter certified to herein by it will not be true and correct
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 continuation or conversion
requested hereby the Administrative Agent shall receive written
notice to the contrary from the Borrower, each matter certified to
herein shall be deemed to be certified at the date of such
continuation or conversion as if then made.












IN WITNESS WHEREOF,
the Borrower has caused this Continuation/Conversion Notice 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:









*         
Delete if not applicable.





**       
Subject to minimum amounts and multiples contemplated in
Section 2.9.





*         
Delete if not applicable.





**       
Insert appropriate interest rate option and, if applicable, the
number of weeks or months with respect to LIBO Rate
Loans.