Exhibit D - Form of Borrower Closing Date
Certificate



                                                                                                                                         
EXHIBIT D











                                                  
CLOSING DATE CERTIFICATE





                                                     
THE TITAN CORPORATION








This Closing Date
Certificate (this “Certificate”) is delivered
pursuant to Section 5.1(c) 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 (in such
capacity, the “Administrative Agent”), First
Union Securities, Inc., as Syndication Agent, and The Bank of Nova
Scotia, as Documentation Agent.  Capitalized terms not
otherwise defined herein shall have the meanings set forth in the
Credit Agreement.





The undersigned hereby
certifies, represents and warrants for and on behalf of the
Borrower, as of the Closing Date, as follows:





1. 
Financial Information, etc.  Each of the financial
statements required pursuant to Section 5.1(h) of the Credit
Agreement have been delivered to the Administrative Agent.





2.   
Payment of Outstanding Indebtedness, etc.  All
Indebtedness to be repaid pursuant to Section 5.1(p) of the Credit
Agreement, together with all interest, all prepayment premiums and
other amounts due and payable with respect thereto, has been paid
in full from the proceeds of the HIGH TIDES and the Credit
Extension made on the Closing Date and the commitments in respect
of such Indebtedness have been terminated.





3. 
Insurance.  Attached hereto as Annex I are
certified copies of certificates of insurance  (or binders in
respect thereof), from one or more insurance companies, evidencing
coverage required to be maintained pursuant to the Credit Agreement
and each Loan Document.





4. Material Adverse
Change.  There has not occurred a Material Adverse Effect
since December 31, 1998.





5.  Compliance
with Warranties, No Default, etc.  Both before and after
giving effect to the Credit Extension made on the Closing
Date:












(a) the
representations and warranties set forth in Article VI
(excluding, however, those contained in Section 6.7)
and in each other Loan Document are, in each case, true and correct
in all respects (with respect to representations and warranties
qualified by materiality or Material Adverse Effect) and in all
material respects (with respect to all other representations and
warranties) with the same effect as if then made (unless stated to
relate solely to an earlier date, in which case such
representations and warranties are true and correct in all material
respects as of such earlier date unless such representations and
warranties are qualified by materiality or Material Adverse Effect,
in which case such representations and warranties are true and
correct as of such earlier date);





(b) except as disclosed by
the Borrower to the Administrative Agent and the Lenders pursuant
to Section 6.7,





(i)  no labor
controversy, litigation, arbitration or governmental investigation
or proceeding is pending or, to the knowledge of the Borrower,
threatened against the Borrower or any of its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect, or
which would adversely affect the legality, validity or
enforceability of the Credit Agreement or any other Loan Document;
and





(ii)  no development
has occurred in any labor controversy, litigation, arbitration or
governmental investigation or proceeding disclosed pursuant to
Section 6.7 which could reasonably be expected to have
a Material Adverse Effect; and





(iii) no Default has
occurred and is continuing.





6.  Consents,
etc.  All governmental and third party approvals and
consents required to be obtained prior to the Closing Date in
connection with the acquisitions of Acquisition Two and LinCom and
all governmental and third party approvals and consents necessary
in connection with the ACS Acquisition (other than the approval of
the shareholders of ACS), the financing contemplated pursuant to
the Credit Agreement (including the execution and delivery of the
Credit Agreement and each other Loan Document required thereunder
by each Obligor and the performance of their respective
Obligations) and continuing operations of the Borrower, each
Guarantor, ACS (after giving effect to the consummation of the ACS
Acquisition), Acquisition Two and LinCom (after giving effect to
the consummation of the acquisitions of Acquisition Two and LinCom)
have been obtained and are in full force and effect (and, to the
extent requested by the Administrative Agent, the Administrative
Agent has received true and correct copies of such approvals and
consents) and all applicable waiting periods have expired without
any action being taken or threatened by any competent authority
which would restrain, prevent or otherwise impose adverse
conditions on the transactions contemplated by the Credit
Agreement.





7. 
Litigation.  There is no pending or, to the knowledge
of the Borrower, threatened, litigation, proceedings or
investigations which could reasonably be expected to have (i) a
material adverse effect on the ACS Acquisition or the acquisitions
of Acquisition Two and LinCom or (ii) a Material Adverse
Effect.









8.  Pro Forma
EBITDA.  The Borrower has a minimum EBITDA, pro forma for
the twelve months ended September 30, 1999, of $45,600,000,
excluding pending acquisitions and any unrealized
synergies.









IN WITNESS WHEREOF, the
undersigned has caused this Certificate to be executed and
delivered, and the certification, representations and warranties
contained herein to be duly made, by an Authorized Officer this
_____ day of February, 2000.








THE TITAN
CORPORATION








By:                                                                  


Name:


Title:









ANNEX
I








Insurance Certificates