Exhibit L - Form of Officer's Solvency Certificate



                                                                                                                                         
EXHIBIT L








                                                      
SOLVENCY CERTIFICATE








This Certificate (this
“Certificate”) is delivered pursuant to Section
5.1(j) 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 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. 
Unless otherwise defined herein, terms used herein have the
meanings provided in the Credit Agreement.





The undersigned hereby
certifies that he is the [chief financial Authorized Officer]
[treasurer] [assistant treasurer] of the Borrower (in such
capacity, the “Officer”) and that he is
authorized to execute and deliver this Certificate on behalf of the
Borrower.  The undersigned further certifies on behalf of the
Borrower, that:





(a)  The
Officer has continued to monitor the financial condition and
operations of the Borrower and its Subsidiaries, and the Officer
has knowledge of and has participated in the negotiation of the
transactions contemplated by the Credit Agreement and the other
Loan Documents.





(b)       
The Officer and his staff are familiar with the process through
which the consolidated financial statements of the Borrower and its
Subsidiaries were generated and prepared.





(c)  The
Officer is familiar with the process through which the Pro Forma
Financial Statements were generated and prepared.  In making
the statements set forth in paragraph (f) hereof, the
Officer has considered the current and anticipated future capital
requirements of the Borrower and its Subsidiaries for the current
and future conduct of the businesses of the Borrower and its
Subsidiaries.





(d)  Based on
the information reflected in the Pro Forma Financial Statements and
the Officer’s involvement in the process of collecting such
information, the Officer has no reason to believe that the Pro
Forma Financial Statements and related financial statements are
not





(i)  a fair
and reasonable presentation of the pro forma
financial condition and operations of the Borrower and its
Subsidiaries, as of the date hereof, on a going-concern basis;
and









(ii)  a
reasonable projection of the financial position, results of
operations and cash flows of the Borrower and its Subsidiaries





in each case on the basis
of the assumptions stated in the Pro Forma Financial Statements,
which assumptions the Officer believes to be reasonable.





(e) 
Immediately following the consummation of the transactions
contemplated by the Credit Agreement and the other Loan Documents,
the Borrower will be able to pay its Debts (as defined below) as
they become due, will have assets which will have a “fair
saleable value” greater than its Debts as they become
absolute and matured, and will have assets which will have a fair
value greater than the sum of all its Debts.





(f)  Both
before and immediately after giving effect to each transaction
contemplated by the Credit Agreement and the other Loan Documents,
the Borrower does not have unreasonably small capital and it is not
engaged in businesses or transactions, and (to the best of my
knowledge) does not intend that it will be engaged in any
businesses or transactions, for which it has unreasonably small
capital.





(g)  Both
before and immediately after giving effect to each transaction
contemplated by the Credit Agreement and the other Loan Documents,
the Borrower does not intend to incur, nor believe that it has
incurred, Debts beyond its ability to pay them as they mature.





(h)  Both
before and immediately after giving effect to each transaction
contemplated by the Credit Agreement and each other Loan Document,
the Borrower has not incurred any obligation under, or in
connection therewith, with actual intent to hinder, delay or
defraud either present or future creditors of the Borrower or any
of its Subsidiaries.





(i)  For
purposes hereof, “Debts” means all liabilities,
obligations, commitments and indebtedness of any and every kind and
nature (including all obligations to trade creditors), whether
heretofore or now owing, arising, due, or payable by the Borrower
to any person and howsoever evidenced, created, incurred, acquired,
or owing, whether primary, secondary, direct, contingent, fixed, or
otherwise (the foregoing to include, without limitation, all
monetary obligations arising under the Credit Agreement).












(j)  The
“fair saleable value” of the Borrower’s assets
and investments means the amount which may be realized within a
reasonable time, either through collection or sale of such
investments and other assets at the regular market value, based
upon the amount which could be obtained for the property in
question within such period by a capable and diligent business
person from an interested buyer who is willing to purchase under
ordinary selling conditions.  Although no determination of the
“fair saleable value” has been made, it is my opinion
that the asset amounts reflected upon the historic records of the
Borrower and its Subsidiaries do not exceed the “fair
saleable value.”





(k)  The
Officer hereby acknowledges, on behalf of the Borrower, that the
Administrative Agent and each of the Lenders have relied upon the
statements contained herein and such statements are a material
inducement for the Administrative Agent and each of the Lenders to
enter into the Credit Agreement and the other Loan Documents.





Notwithstanding anything
to the contrary herein, the Officer (i) is executing this
Certificate on behalf of the Borrower solely in his representative
capacity and not in his individual capacity, and (ii) shall not
have any liability whatsoever for any statements, certifications or
representations made herein, other than liability arising directly
out of his intentional misconduct or gross negligence.












IN WITNESS WHEREOF, the
undersigned Authorized Officer has executed this Certificate on
this ____ day of February, 2000.














THE TITAN
CORPORATION                             








By:                                                            


   
Name: 


   
Title: