Schedule I - Disclosure Schedule To Credit Agreement



DISCLOSURE SCHEDULE TO CREDIT
AGREEMENT








ITEM 6.3: 
Government Approval, Regulation, etc.





None












ITEM 6.7: 
Litigation, Labor Controversies, etc.





See ITEM 6.12.


ADAM LORENC V. UNIDYNE CORPORATION AND THE TITAN
CORPORATION


Nature of
Suit:                         
Employment Termination


Amount of
Claim:                     
Contract damages at the rate of $22.15 per hour for each forty hour
work week from July 21, 1997, until trial, unspecified future
damages, attorney fees, costs and interest and unspecified
consequential and punitive damages.


Status:                                     
Case decided in favor of Titan at trial. Lorenc appealed and trial
verdict sustained. Lorenc has filed a petition for review by the
State Supreme Court of California and the petition was
denied.


CITY OF LUBBOCK V. CAYENTA CORPORATION D/B/A SFG TECHNOLOGIES
U.S.A. INCORPORATED


Nature of
Suit:                         
Action for Breach of Contract


Amount of
Claim:                     
Damages and costs to be proven at trial, but no less than
$416,712.00


Status:                                     
Discovery is in process.


DESAI V. TITAN SYSTEMS AND THE TITAN CORPORATION


Nature of
Suit:                         
Arbitration action for Breach of Contract, Violation of the
California Business and Professions Code Sec. 17200 et seq.,
Violation of Mass. General Laws Ch 93A, Declaratory Relief and
Breach of Guarantee.


Amount of
Claim:                     
Return of the $2 million “Holdback” and unspecified
damages totaling approximately $5,266,851. Titan has made
counterclaims against plaintiff for sums in excess of the holdback
amounts.


Status:                                     
The Arbitration Demand has been filed in San Diego and the company
is preparing its response. Discovery is underway.


MM SERVICES INC., AND SAM DESAI V. SYSTEM RESOURCES
CORPORATION


Nature of
Suit:                         
Breach of Contract, Breach of Covenant of Good Faith and Fair
Dealing, Violation of M.G.L.  c. 93A (alleging
fraud).


Amount of
Claim:                     
Unspecified Damages to be doubled or trebled in accordance with
Mass. General Law.


Status:                                     
The Complaint has been filed in Massachusetts State Court. 
The Company is preparing its response. Upon motion by the Company,
the case has been stayed pending resolution of the arbitration
case.


ATACS CORP. V TRANS WORLD COMMUNICATIONS, INC.


Nature of
Suit:                         
Action for Breach of Contract.


Amount of
Claim:                     
$4.1 million in restitution.


Status:                                     
The District Court awarded $18,900 in damages.  The Plaintiff
appealed and the Court of Appeals has sent the issue of damages
back to the District Court for recalculation.


LEFCOURT ASSOCIATES, LTD. ET. AL., V. THE TITAN CORPORATION,
ET. AL


Nature of
Suit:                         
Environmental action against a number of defendants, including
Titan (as former owner of the property), for hazardous waste
originating from adjacent property.  Claims include, among
other things, private and public nuisance, negligence, trespass and
statutory spill liability.


Amount of
Claim:                     
Unspecified damages.


Status:                                     
Titan has filed responsive pleadings, including cross-claims and
counterclaims.  The parties are set to go to mediation on June
11, 2002 with the possibility of dismissal without
prejudice.


COLORADO SPRINGS SCHOOL DISTRICT 11 V. BTG


Nature of
Suit:                         
Action for Breach of Contract filed in Colorado State Court against
BTG, Knowledge Workers, Inc. and Travelers Insurance (as surety on
KWI’s performance bond).


Amount of
Claim:                     
Unspecified damages. 


Status:                                     
The parties have reached settlement of all claims, subject to
finalization of the settlement agreement.


CAYENTA CANADA, INC. V. ORANGE COUNTY, FLORIDA


Nature of
Suit:                         
Breach of Contract and Violation of Fourteenth Amendment’s
guarantees of due process.


Amount of
Claim:                     
In excess of $75,000


Status:                                     
Discovery is in process.


TITAN WIRELESS V. ROBINSON SATELLITE COMMUNICATIONS, ROBINSON
LABORATORIES AND HERLEY INDUSTRIES


Nature of
Suit:                         
Breach of Contract and Breach of Warranty


Amount of
Claim:                     
Unspecified damages.


Status:                                     
The Complaint has been filed and served.


SUSAN PASSON V. THE TITAN CORPORATION, SENCOM CORP AND LARRY
BYRD


Nature of
Suit:                         
Sexual Harassment


Amount of
Claim:                     
Unspecified damages.


Status:                                     
The Complaint has been filed and served on the Company.












ITEM 6.8: 
Subsidiaries





	
Entity

	
Jurisdiction of
Incorporation

	
Foreign
Qualifications


	
ACS Technologies,
Inc.

	
Virginia

	
	
Afripa
Holdings PTY Ltd.

	
South Africa

	
	
Afripa
Telecom Benin, S.A.R.L.

	
Benin

	
	
Afripa
Telecom Burkina Faso

	
Burkina

	
	
Afripa
Telecom Cameroon

	
Cameroon

	
	
Afripa
Telecom Centrafrique

	
Central Africa
Republic

	
	
Afripa
Telecom Congo

	
Congo

	
	
Afripa
Telecom Cote d'Ivoire, S.A.

	Cote d'Ivoire	
	
Afripa
Telecom France, S.A.

	France	
	
Afripa
Telecom Ghana, Ltd.

	Ghana	
	
Afripa
Telecom Guinea

	Guinea	
	
Afripa
Telecom Mali, S.A.R.L.

	Mali	
	
Afripa
Telecom Niger

	Niger	
	
Afripa
Telecom Senegal

	Senegal	
	
Afripa
Telecom South Africa

	South
Africa	
	
Assist Cornerstone
Technologies, Inc.

	
Utah

	
California                                    


Colorado


Florida


Georgia


Idaho


Illinois


Massachusetts


Michigan


Maryland


Ohio


Pennsylvania


Texas


Washington


	
Atlantic Aerospace
Electronics Corporation

	
Delaware

	
Maryland


Massachusetts


	
Australes
Com

	Reunion
Island	
	
AverCom
Corporation

	
Delaware

	
	
BTG Systems Engineering,
Inc.

	
Virginia

	
	
BTG Technology Resources,
Inc.

	
Florida

	
	
BTG Technology Systems,
Inc.

	
Virginia

	
California


Colorado


Florida


Maryland


	
BTG, Inc.

	
Virginia

	
California (as Bersoff
Technology Group,
Inc.)                         


Colorado


Washington,
D.C.


Florida


Georgia (as BTG, Inc.
Virginia)


Illinois


Indiana


Kansas


Kentucky


Massachusetts


Maryland


Missouri


Mississippi


North Carolina


New Jersey


New Mexico


New York (as BTG of
Virginia, Inc.)


Ohio


Oklahoma


South Carolina


Texas


Washington


	
C&N Enterprises,
Inc.

	
Virginia

	
	
California Tube
Laboratory, Inc.

	
California

	
	
Cayenta Canada,
Inc.

	
British Columbia,
Canada

	
Alberta, Canada


Manitoba,
Canada


Ontario, Canada


California


Colorado


Texas


North Carolina


	
Cayenta eUtility Solutions
– eMunicipal Solutions, Inc.

	
Nevada

	
Alaska


Arizona


California                                    


Colorado


Florida


Georgia


Illinois


Kansas


Maryland


Massachusetts


Michigan


Minnesota


Mississippi


Nebraska


New Mexico


Texas


Utah


Wisconsin


	
Cayenta Operating
Company

	
Delaware

	
California                                    


Colorado


Washington,
D.C.


Florida


Texas


Virginia


	
Cayenta, Inc.

	
Delaware

	
California                                    


Colorado


Washington,
D.C.


Florida


Texas


Virginia


	
Centrafrique
Telecom Plus

	Central
Africa Republic	
	
Concept Automation, Inc.
of America

	
Virginia

	
California                                    


Colorado


Florida


Maryland


	
Congo
Mobile

	Congo	
	
Datron Advanced
Technologies Inc.

	
California

	
	
Datron Resources
Inc.

	
California

	
	
Datron Systems
Incorporated

	
Delaware

	
California


	
Datron World
Communications, Inc.

	
California

	
	
Datron/Trans World
Communications International Ltd.

	
U.S. Virgin
Islands

	
	
DBA Systems,
Inc.

	
Florida

	
California


Delaware


	
Delfin Systems

	
California

	
	
Delta Research
Corporation

	
Virginia

	
	
GlobalNet International,
Inc.

	
Delaware

	
	
GlobalNet, Inc.

	
Nevada

	
	
Horizons Services Company,
Inc.

	
Delaware

	
Arizona


California


Florida


Massachusetts


Oklahoma


	
Horizons Technology
International Ltd.

	
Barbados

	
	
Intermetrics
International, Inc.

	
Massachusetts

	
	
Intermetrics Securities,
Inc.

	
Massachusetts

	
	
International Systems,
LLC

	
California

	
	
Ivoire
Telecom SA

	
Luxembourg

	
	
J.B. Systems,
Inc.


d/b/a Mainsaver
Corporation

	
California

	
Delaware


Illinois


Michigan


New Jersey


Texas


Washington


	
Jaycor, Inc.

	
California

	
	
LinCom
Corporation

	
California

	
Colorado


Massachusetts


Texas


Virginia


	
LinCom Wireless,
Inc.

	
Delaware

	
California


	
Linkabit Wireless
Limited

	
Cayman Islands

	
	
Linkabit Wireless,
Inc.

	
Delaware

	
California


Florida


Massachusetts


Texas


	
MERGECO, Inc.

	
Delaware

	
	
MicroLithics
Corporation

	
Colorado

	
California


	
Midnight Oil Services,
Inc.

	
California

	
	
MJR Associates,
Inc.

	
Delaware

	
California


Colorado


	
Nations, Inc.

	
New Jersey

	
	
Procom Services,
Inc.

	
California

	
	
Program Support Associates
Inc.

	
Virginia

	
California


	
Pulse Engineering,
Inc.

	
Maryland

	
California


Washington,
D.C.


Pennsylvania


Virginia


W. Virginia


	
Pulse Sciences,
Inc.

	
California

	
	
Research Planning,
Inc.

	
Delaware

	
California                                    


Washington,
D.C.


Florida


Maryland


North Carolina


Texas


Virginia


W. Virginia


	
RW Consultants,
Inc.

	
California

	
	
SB Operating Co.,
Inc.

	
Delaware

	
	
Sencom Corp.

	
Massachusetts

	
Alabama


California


Colorado


Florida


Georgia


Maryland


Ohio


Oklahoma


Texas


Virginia


	
SFG Technologies,
Inc.

	
New Zealand

	
	
STAC, Inc.

	
Virginia

	
Maryland


	
SureBeam
Corporation

	
Delaware

	
	
SureBeam
Holding Company Limitada

	
Brazil

	
	
Titan Africa
Togo

	Togo	
	
Titan
Africa, GSM Benin, S.A.

	Benin	
	
Titan Africa,
Inc.

	
Delaware

	
	
Titan
Africa, S.A.

	Benin	
	
Titan Food Pasteurization
Corp.

	
Delaware

	
	
Titan Medical
Sterilization Corp.

	
Delaware

	
	
Titan Scan Technologies
Corporation

	
Delaware

	
California


	
Titan SureBeam Brazil,
Inc.

	
Delaware

	
	
Titan Systems
Corporation

	
Delaware

	
All 49 States, either
qualified or in process of qualifying


	
Titan Systems Solutions UK
Limited

	
United Kingdom

	
	
Titan Vigil,
Inc.

	
Delaware

	
	
Titan
Wireless Afripa Holdings, Inc.

	
Delaware

	
	
Titan
Wireless de Argentina

	Argentina	
	
Titan Wireless,
Inc.

	
Delaware

	
California


	
Tomotherapeutics,
Inc.

	
Delaware

	
New Mexico


	
TTN
Communications S.A.

	
Guatemala

	
	
Unidyne
Corporation

	
Delaware

	
California


Connecticut


Maryland


North Carolina


Rhode Island


Virginia


	
Univision Technologies,
Inc.

	
Massachusetts

	
	
VisiCom Laboratories,
Inc.

	
Delaware

	
Arizona


California (as
VisiCom)


Colorado


Florida


Massachusetts


Virginia















ITEM 6.11: 
Pension and Welfare Plans





The Profit Sharing/401(k) plan previously maintained by Systems
Resources Corporation (which was subsequently merged into Titan
Systems Corporation) erroneously allowed some individuals who
otherwise did not meet the eligibility requirements to participate
in the plan and also erroneously did not allow certain individuals
who met the requirements to participate.  This problem was
corrected on November 9, 2001 and May 6, 2002 by making
contributions to the plan on behalf of the excluded employees and
implementing administrative changes to ensure this problem was not
repeated.  An application has been (or will soon be) filed
with the IRS under the Voluntary Correction of Operational Failures
Standardized (“VCS”) program requesting IRS approval of
these corrections.















ITEM 6.12: 
Environmental Warranties





Electronic Memories & Magnetic Corp., a predecessor in
interest to Borrower has been identified as a potential responsible
party for contamination at the Operating Industries, Inc. site in
Monterey Park, CA. due to shipments of wastes from Electronic
Memories & Magnetic Corp between 7/25/73 and 8/12/82.  The
manifest describes the shipments as mud and water.  Borrower
was offered a de minimis settlement.


The owner of the property formerly leased by Systems Resources
Corporation ("SRC") (which was subsequently merged into Titan
Systems Corporation) in Burlington, MA has received notification
the property is within an area, encompassing a substantial portion
of Burlington, that has experienced groundwater contamination due
to activities of two former manufacturing facilities located in
Burlington.  Neither of these facilities was located on the
property previously leased by SRC, and there is no relation between
SRC or the property's owner and the sources of contamination. 
The contamination existed before SRC occupied the premises. 
Titan Systems Corporation no longer leases the property and is not
on the premises.


In 1997, DBA Systems, Inc. recorded a $3 million charge in
recognition of certain environmental matters at its Kissimmee,
Florida facility, including, but not limited to, soil contamination
and potential asbestos and lead-based paint contamination. 
The charge represents an initial estimate which could change as
further environmental studies are performed.


In December 2001 Lefcourt Associates, Ltd. et. al. filed a
declaratory judgment action in Superior Court in Middlesex County,
New Jersey against The Titan Corporation and a number of other
defendants pertaining to property in Keasby, New Jersey, which is
currently owned by Lefcourt.   Lefcourt believes the site
is being contaminated by adjacent properties and is seeking
indemnification from Titan, as a former owner of the property, and
from owners of the adjacent properties. Titan sold the property in
1986 after it completed an environmental clean-up.  There has
been no determination made as to whether the property is currently
contaminated so this case may be dismissed without prejudice
pending such determination.









 




ITEM 8.2: 
Existing Indebtedness





The Borrower’s Indebtedness under the Preferred Securities
Guarantee Agreement, dated as of February 9, 2000, between the
Borrower and Wilmington Trust Company, as guarantee trustee. 
Pursuant to the Preferred Securities Guarantee Agreement the
Borrower has guaranteed, subject to the terms and conditions set
forth therein, payment obligations of Titan Capital Trust under the
HIGH TIDES.  The potential aggregate amount that may be
payable by the Borrower is the full amount payable by Titan Capital
Trust under the HIGH TIDES.


The Borrower’s Indebtedness under the Common Securities
Guarantee Agreement, dated as of February 9, 2000, delivered by the
Borrower for the benefit of the holders of the common securities of
Titan Capital Trust


The Indebtedness relating to the Liens listed in Item 8.3
below.


The capital lease obligations incurred by the lessees listed
below in favor of the lessors listed below:


	
LESSEE

	
LESSOR

	
BALANCE as of
3/31/02


			
	
GlobalNet, Inc.

	
Cisco

	
6,721,000


	
GlobalNet, Inc.

	
GE Capital

	
4,630,000


	
GlobalNet, Inc.

	
Ameritec

	
20,000


	
GlobalNet, Inc.

	
ABB Finance

	
31,000


	
GlobalNet, Inc.

	
Compaq

	
27,000


	
Titan Scan
Technologies

	
Bank One Leasing
Corp

	
979,000


	
Titan Systems
Corp

	
CIT Leasing

	
41,000


	
Titan Systems
Corp

	
Other

	
134,000


	
Avercom

	
NEC

	
105,000


	
Avercom

	
Advanta

	
11,000


	
Avercom

	
JLA Credit Corp

	
8,000


	
Avercom

	
Santa Barbara Bank and
Trust

	
12,000


	
Avercom

	
Marlin Leasing

	
4,000


	
Avercom

	
GE Capital

	
30,000


	
Cayenta

	
Wells Fargo

	
17,000


	
Cayenta

	
New Court
Financial

	
20,000


	
Cayenta

	
Union Safe Deposit
Bank

	
31,000


	
Cayenta

	
Fisher Anderson

	
15,000


	
Cayenta

	
American Business
Leasing

	
6,000


	
Cayenta

	
DeLage Landen

	
53,000


	
Cayenta

	
Pitney Bowes

	
10,000


	
Cayenta -
Canada

	
Pemberton
Leasing

	
15,000


	
Cayenta -
Canada

	
Credit Wave
Leasing

	
149,000


	
Cayenta -
Canada

	
Sun Leasing

	
64,000


	
Cayenta -
Canada

	
Affordable
Leasing

	
18,000








The Indebtedness incurred by the following entities in favor of
the creditors listed below:


	
Debtor

	
Creditor

	
Outstanding Balance (as of
3/31/02)


	
Datron
Systems Incorporated

	
Jackson
National Life Insurance Company

	
$2,984,000


	
BTG,
Inc.

	
RPI Seller
Notes (3)

	
$2,438,000


	
Sakon,
LLC

	
Other

	
$139,000


	
Titan
Systems Corporation

	
SBA &
Suntrust Bank

	
$1,085,000


















ITEM 8.3: 
Existing Liens   - Each of the following liens relates
to specific equipment, fixtures or tax liens in the amounts
indicated and NOT blanket liens.





The Titan Corporation


Pledge in favor of US Bank National Association of approximately
$1.1 million as cash collateral for outstanding letters of
credit.


Lien granted by The Titan Corporation dba Titan Scan Systems in
favor of Capital Associates International, Inc. (as assigned to
Charter Financial, Inc.), pursuant to the Loan Agreement dated as
of December 29, 1995 between The Titan Corporation and Capital
Associates International, Inc., and evidenced by the UCC-1
financing statement No. 9600960088, filed with the California
Secretary of State on January 5, 1996 and continued on January 6,
2000.


Lien granted by The Titan Corporation in favor of AT&T
Credit Corporation, evidenced by the UCC-1 Financing Statement No.
9733560509, filed with the California Secretary of State on
November 26, 1997.


Lien granted by The Titan Corporation in favor of Mellon First
United Leasing, evidenced by the UCC-1 Financing Statement No.
9829960108, filed with the California Secretary of State on October
19, 1998.


Lien granted by The Titan Corporation in favor of Fleet Leasing
Corporation, evidenced by the UCC-1 Financing Statement No.
9932060389, filed with the California Secretary of State on
November 8, 1999.


Lien granted by The Titan Corporation in favor of Fleet Leasing
Corporation, evidenced by the UCC-1 Financing Statement No.
9932860185, filed with the California Secretary of State on
November 15, 1999.


Lien granted by The Titan Corporation in favor of Fleet Leasing
Corporation, evidenced by the UCC-1 Financing Statement No.
9935860175, filed with the California Secretary of State on
December 13, 1999.


Lien granted by The Titan Corporation in favor of Newcourt
Communications Finance Corporation, evidenced by the UCC-1
Financing Statement No. 0003860043, filed with the California
Secretary of State on February 3, 2000.


Lien granted by The Titan Corporation in favor of Ervin Leasing
Company, evidenced by the UCC-1 Financing Statement No. 0013360455,
filed with the California Secretary of State on May 8, 2000.


Lien granted by The Titan Corporation in favor of Fleet Leasing
Corporation, evidenced by the UCC-1 Financing Statement No.
0013960315, filed with the California Secretary of State on May 15,
2000.


Lien granted by The Titan Corporation in favor of Charter
Financial, Inc., evidenced by the UCC-1 Financing Statement No.
0031860158, filed with the California Secretary of State on October
31, 2000.


Lien granted by The Titan Corporation in favor of Leaselinc,
Inc., evidenced by the UCC-1 Financing Statement No. 0136560316,
filed with the California Secretary of State on December 27,
2001.


Lien granted by The Titan Corporation in favor of Fleet Leasing
Corporation, evidenced by the UCC-1 Financing Statement No.
96-010243, filed in San Diego County on January 9, 1996, continued
on September 14, 2000.


Lien granted by The Titan Corporation in favor of Crown Credit
Company, evidenced by the UCC-1 Financing Statement No. 20330443,
filed with the Delaware Secretary of State on January 14, 2002.


Lien granted by The Titan Corporation in favor of Crown Credit
Company, evidenced by the UCC-1 Financing Statement No. 20679187,
filed with the Delaware Secretary of State on February 25,
2002.


Lien granted by The Titan Corporation (as successor in interest
to Advanced Communications Systems, Inc.) in favor of American
Business Credit Corporation, evidenced by the UCC-1 Financing
Statement No. 9736460052, filed with the California Secretary of
State on December 23, 1997.


Federal Tax Lien in the amount of $23,982.62 against The Titan
Corporation (as successor in interest to Advanced Communications
Systems, Inc.), evidenced by filing no. 9608160725 filed with the
California Secretary of State on March 18, 1996.


State Tax Lien in the amount of $7,082.78 against The Titan
Corporation (as successor in interest to Advanced Communications
Systems, Inc.), evidenced by filing no. 9522660884 filed with the
California Secretary of State on August 11, 1995.


Lien granted by The Titan Corporation (as successor in interest
to Advanced Communications Systems, Inc.) in favor of Winthrop
Resources Corporation, evidenced by the UCC-1 Financing Statement
No. 9909017224, filed with the Virginia Secretary of State on
September 1, 1999.


Lien granted by The Titan Corporation (as successor in interest
to Advanced Communications Systems, Inc.) in favor of Fleet
Business Credit Corporation, evidenced by the UCC-1 Financing
Statement No. 0009217816, filed with the Virginia Secretary of
State on September 21, 2000.


Lien granted by The Titan Corporation (as successor in interest
to Advanced Communications Systems, Inc.) in favor of Heller
Financial Leasing, Inc., evidenced by the UCC-1 Financing Statement
No. 0010267848, filed with the Virginia Secretary of State on
October 26, 2000.


Federal Tax Lien in the amount of $13,460.45 against The Titan
Corporation (as successor in interest to Advanced Communications
Systems, Inc.), evidenced by filing no. 8912931458 filed with the
Virginia Secretary of State on December 29, 1989.


Federal Tax Lien in the amount of $7,022.63 against The Titan
Corporation (as successor in interest to Advanced Communications
Systems, Inc.), evidenced by filing no. 9006930040 filed with the
Virginia Secretary of State on June 18, 1990.


Lien granted by The Titan Corporation (as successor in interest
to Advanced Communications Systems, Inc.) in favor of Fleet
Business Credit Corporation, evidenced by the UCC-1 Financing
Statement No. 00-10035, filed in Fairfax County, Virginia on
September 21, 2000.


Lien granted by The Titan Corporation (as successor in interest
to Advanced Communications Systems, Inc.) in favor of Heller
Financial Leasing, Inc., evidenced by the UCC-1 Financing Statement
No. 00-11195, filed in Fairfax County, Virginia on October 20,
2000.


Lien granted by The Titan Corporation in favor of Agilent
Technologies/Hewlett-Packard Company, evidenced by the UCC-1
Financing Statement No. 181049055, filed with the Maryland
Secretary of State on June 9, 2000.


Lien granted by The Titan Corporation in favor of Mellon
Leasing, evidenced by the UCC-1 Financing Statement No. 0105187016,
filed with the Virginia Secretary of State on May 18, 2001.


Assist Cornerstone Technologies, Inc.


Lien granted by Assist Cornerstone Technologies, Inc. in favor
of Newcourt Communications Finance Corporation, evidenced by the
UCC-1 Financing Statement No. 00-680464, filed with the Utah
Secretary of State on May 24, 2000.


Atlantic Aerospace Electronics Corporation


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of Tokai Financial Services, Inc. (as assigned to Amplicon,
Inc.), evidenced by the UCC-1 Financing Statement No. 489/158,
filed in Prince George’s County, Maryland on September 28,
1993.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of Northern Telecom Finance, evidenced by the UCC-1 Financing
Statement No. 490/660, filed in Prince George’s County,
Maryland on November 14, 1993.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of Northern Telecom Finance, evidenced by the UCC-1 Financing
Statement No. 495/295 filed in Prince George’s County,
Maryland on June 1, 1994.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 496/150, filed in Prince George’s
County, Maryland on June 28, 1994.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 502/487, filed in Prince George’s
County, Maryland on March 9, 1995.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 502/489, filed in Prince George’s
County, Maryland on March 9, 1995.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 502/491, filed in Prince George’s
County, Maryland on March 9, 1995.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 503/170, filed in Prince George’s
County, Maryland on April 3, 1995.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 506/91, filed in Prince George’s
County, Maryland on June 30, 1995.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 506/93, filed in Prince George’s
County, Maryland on June 30, 1995.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of LB Credit Corporation, evidenced by the UCC-1 Financing
Statement No. 121348255, filed with the Maryland Secretary of State
on May 13, 1992.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of LB Credit Corporation (as assigned to Amplicon, Inc.),
evidenced by the UCC-1 Financing Statement No. 121967583, filed
with the Maryland Secretary of State on July 14, 1992.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of Tokai Financial Services, Inc. (as assigned to Amplicon,
Inc.), evidenced by the UCC-1 Financing Statement No. 132308280,
filed with the Maryland Secretary of State on August 18, 1993.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of Northern Telecom Finance, evidenced by the UCC-1 Financing
Statement No. 133028441, filed with the Maryland Secretary of State
on October 29, 1993.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 141327922, filed with the Maryland
Secretary of State on May 12, 1994.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of Northern Telecom Finance, evidenced by the UCC-1 Financing
Statement No. 141368282, filed with the Maryland Secretary of State
on May 13, 1994


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 141817747, filed with the Maryland
Secretary of State on June 30, 1994.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 150617115, filed with the Maryland
Secretary of State on March 2, 1995.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 150617116, filed with the Maryland
Secretary of State on March 2, 1995.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 150897387, filed with the Maryland
Secretary of State on March 30, 1995.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 151727224, filed with the Maryland
Secretary of State on June 21, 1995.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 151727228, filed with the Maryland
Secretary of State on June 21, 1995.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Manifest Group, evidenced by the UCC-1 Financing
Statement No. 153178464, filed with the Maryland Secretary of State
on November 13, 1995.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 153387144, filed with the Maryland
Secretary of State on December 4, 1995.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 162857251, filed with the Maryland
Secretary of State on October 11, 1996.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 163587841, filed with the Maryland
Secretary of State on December 23, 1996.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 170497677, filed with the Maryland
Secretary of State on February 18, 1997.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 39100000008005, filed with the Maryland
Secretary of State on May 20, 1998.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 181010862, filed with the Maryland
Secretary of State on June 23, 1999.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of The Equipment Leasing Company, evidenced by the UCC-1
Financing Statement No. 181046813, filed with the Maryland
Secretary of State on May 19, 2000.


Lien granted by Atlantic Aerospace Electronics Corporation in
favor of Agilent Technologies/Hewlett-Packard Company, evidenced by
the UCC-1 Financing Statement No. 181049055, filed with the
Maryland Secretary of State on June 9, 2000.


BTG, Inc.


Lien granted by BTG, Inc. in favor of Danka Office Imaging
Company, evidenced by the UCC-1 Financing Statement No. 9901160208,
filed with the California Secretary of State on January 4,
1999.


Lien granted by BTG, Inc. in favor of Steelcase Financial
Services, Inc., evidenced by the UCC-1 Financing Statement No.
96-12-16-7198, filed with the Virginia Secretary of State on
December 16, 1996, continued on November 26, 2001.


Lien granted by BTG, Inc. in favor of MLC Group, Inc. (as
assigned to Marquette National Bank and Community First Financial,
Inc.), evidenced by the UCC-1 Financing Statement No.
97-05-06-7163, filed with the Virginia Secretary of State on May 6,
1997.


Lien granted by BTG, Inc. in favor of Advanta Business Services,
evidenced by the UCC-1 Financing Statement No. 97-05-14-7181, filed
with the Virginia Secretary of State on May 14, 1997.


Lien granted by BTG, Inc. in favor of MLC Group, Inc. (as
assigned to Citizens Leasing Corp.), evidenced by the UCC-1
Financing Statement No. 97-05-21-7059, filed with the Virginia
Secretary of State on May 21, 1997.


Lien granted by BTG, Inc. in favor of MLC Group, Inc., evidenced
by the UCC-1 Financing Statement No. 97-05-21-7060, filed with the
Virginia Secretary of State on May 21, 1997.


Lien granted by BTG, Inc. in favor of MLC Group, Inc. (as
assigned to Marquette National Bank), evidenced by the UCC-1
Financing Statement No. 97-06-18-7103, filed with the Virginia
Secretary of State on June 18, 1997.


Lien granted by BTG, Inc. in favor of MLC Group, Inc. (as
assigned to Marquette National Bank), evidenced by the UCC-1
Financing Statement No. 97-06-18-7104, filed with the Virginia
Secretary of State on June 18, 1997.


Lien granted by BTG, Inc. in favor of ABN AMRO Chicago
Corporation Leasing and Financing Services (as assigned to Allstate
Insurance Company), evidenced by the UCC-1 Financing Statement No.
97-07-16-7831, filed with the Virginia Secretary of State on July
16, 1997.


Lien granted by BTG, Inc. in favor of MLC Group, Inc. (as
assigned to National City Bank of Kentucky), evidenced by the UCC-1
Financing Statement No. 97-08-14-7173, filed with the Virginia
Secretary of State on August 14, 1997.


Lien granted by BTG, Inc. in favor of Citizens Leasing Corp.,
evidenced by the UCC-1 Financing Statement No. 97-10-14-7068, filed
with the Virginia Secretary of State on October 14, 1997.


Lien granted by BTG, Inc. in favor of Citizens Leasing Corp.,
evidenced by the UCC-1 Financing Statement No. 97-10-14-7075, filed
with the Virginia Secretary of State on October 14, 1997.


Lien granted by BTG, Inc. in favor of Citizens Leasing Corp.,
evidenced by the UCC-1 Financing Statement No. 97-11-03-7162, filed
with the Virginia Secretary of State on November 3, 1997.


Lien granted by BTG, Inc. in favor of Citizens Leasing Corp.,
evidenced by the UCC-1 Financing Statement No. 97-12-23-7131, filed
with the Virginia Secretary of State on December 23, 1997.


Lien granted by BTG, Inc. in favor of Citizens Leasing Corp.,
evidenced by the UCC-1 Financing Statement No. 97-12-23-7132, filed
with the Virginia Secretary of State on December 23, 1997.


Lien granted by BTG, Inc. in favor of Bloomfield State Bank,
evidenced by the UCC-1 Financing Statement No. 98-02-02-7283, filed
with the Virginia Secretary of State on February 2, 1998.


Lien granted by BTG, Inc. in favor of Citizens Leasing Corp.,
evidenced by the UCC-1 Financing Statement No. 98-03-16-7363, filed
with the Virginia Secretary of State on March 16, 1998.


Lien granted by BTG, Inc. in favor of MLC Group, Inc. (as
assigned to Citizens Leasing Corp.), evidenced by the UCC-1
Financing Statement No. 98-04-23-7320, filed with the Virginia
Secretary of State on April 13, 1998.


Lien granted by BTG, Inc. in favor of Citizens Leasing Corp.,
evidenced by the UCC-1 Financing Statement No. 98-05-08-7230, filed
with the Virginia Secretary of State on May 8, 1998.


Lien granted by BTG, Inc. in favor of Danka Office Imaging
Company, evidenced by the UCC-1 Financing Statement No.
98-12-14-7097, filed with the Virginia Secretary of State on
December 14, 1998.


Lien granted by BTG, Inc. in favor of Danka Office Imaging
Company, evidenced by the UCC-1 Financing Statement No.
99-01-04-7136, filed with the Virginia Secretary of State on
January 4, 1999.


Lien granted by BTG, Inc. in favor of Dell Financial Services,
LP, evidenced by the UCC-1 Financing Statement No. 99-06-03-7079,
filed with the Virginia Secretary of State on June 3, 1999.


Lien granted by BTG, Inc. in favor of Highland Community Bank,
evidenced by the UCC-1 Financing Statement No. 99-09-17-7827, filed
with the Virginia Secretary of State on September 17, 1999.


Lien granted by BTG, Inc. in favor of Bombardier Capital, Inc.,
evidenced by the UCC-1 Financing Statement No. 99-09-30-7023 filed
with the Virginia Secretary of State on September 30, 1999.


Lien granted by BTG, Inc. in favor of Highland Community Bank,
evidenced by the UCC-1 Financing Statement No. 99-12-28-7835, filed
with the Virginia Secretary of State on December 28, 1999.


Lien granted by BTG, Inc. in favor of Cisco Systems Capital
Corporation, evidenced by the UCC-1 Financing Statement No.
01-03-02-7049, filed with the Virginia Secretary of State on March
2, 2001.


Lien granted by BTG, Inc. in favor of Cisco Systems Capital
Corporation, evidenced by the UCC-1 Financing Statement No.
01-03-02-7051, filed with the Virginia Secretary of State on March
2, 2001.


Lien granted by BTG, Inc. in favor of Imagelinks, Inc.,
evidenced by the UCC-1 Financing Statement No. 01-07-23-7047, filed
with the Virginia Secretary of State on July 23, 2001.


Lien granted by BTG, Inc. in favor of MLC Group, Inc. (as
assigned to Marquette National Bank and Community First Financial,
Inc.), evidenced by the UCC-1 Financing Statement No. 97-4941, ,
filed in Fairfax County, Virginia on May 13, 1997.


Lien granted by BTG, Inc. in favor of Advanta Business Services
Corp., evidenced by the UCC-1 Financing Statement No. 97-5196,
filed in Fairfax County, Virginia on May 19, 1997.


Lien granted by BTG, Inc. in favor of MLC Group, Inc. (as
assigned to Citizens Leasing Corporation), evidenced by the UCC-1
Financing Statement No. 97-5558, , filed in Fairfax County,
Virginia on May 29, 1997.


Lien granted by BTG, Inc. in favor of MLC Group, Inc., evidenced
by the UCC-1 Financing Statement No. 97-5561, filed in Fairfax
County, Virginia on May 29, 1997.


Lien granted by BTG, Inc. in favor of MLC Group, Inc., evidenced
by the UCC-1 Financing Statement No. 97-6364, filed in Fairfax
County, Virginia on June 19, 1997.


Lien granted by BTG, Inc. in favor of MLC Group, Inc. (as
assigned to Marquette National Bank), evidenced by the UCC-1
Financing Statement No. 97-6365, filed in Fairfax County, Virginia
on June 19, 1997.


Lien granted by BTG, Inc. in favor of ABN AMRO Chicago
Corporation (as assigned to Allstate Insurance Company), evidenced
by the UCC-1 Financing Statement No. 97-7374, filed in Fairfax
County, Virginia on July 17, 1997.


Lien granted by BTG, Inc. in favor of MLC Group, Inc. (as
assigned to National City Bank Kentucky), evidenced by the UCC-1
Financing Statement No. 97-8368, filed in Fairfax County, Virginia
on August 18, 1997.


Lien granted by BTG, Inc. in favor of Citizens Leasing
Corporation, evidenced by the UCC-1 Financing Statement No.
97-10392, filed in Fairfax County, Virginia on October 14,
1997.


Lien granted by BTG, Inc. in favor of Citizens Leasing
Corporation, evidenced by the UCC-1 Financing Statement No.
97-10456, filed in Fairfax County, Virginia on October 15,
1997.


Lien granted by BTG, Inc. in favor of Citizens Leasing
Corporation, evidenced by the UCC-1 Financing Statement No.
97-11075, filed in Fairfax County, Virginia on November 4,
1997.


Lien granted by BTG, Inc. in favor of Citizens Leasing
Corporation, evidenced by the UCC-1 Financing Statement No.
97-12848 filed December 30, 1997.


Lien granted by BTG, Inc. in favor of Citizens Leasing
Corporation, evidenced by the UCC-1 Financing Statement No.
97-12849, filed in Fairfax County, Virginia on December 30,
1997.


Lien granted by BTG, Inc. in favor of Bloomfield State Bank,
evidenced by the UCC-1 Financing Statement No. 98-1090, filed in
Fairfax County, Virginia on February 3, 1998.


Lien granted by BTG, Inc. in favor of Citizens Leasing
Corporation, evidenced by the UCC-1 Financing Statement No. 98-2450
filed March 18, 1998.


Lien granted by BTG, Inc. in favor of MLC Group, Inc. (as
assigned to Citizens Leasing Corporation), evidenced by the UCC-1
Financing Statement No. 98-3665, filed in Fairfax County, Virginia
on April 23, 1998.


Lien granted by BTG, Inc. in favor of Citizens Leasing
Corporation, evidenced by the UCC-1 Financing Statement No.
98-4402, filed in Fairfax County, Virginia on May 8, 1998.


Lien granted by BTG, Inc. in favor of Danka Office Imaging
Company, evidenced by the UCC-1 Financing Statement No. 98-12616,
filed in Fairfax County, Virginia on December 18, 1998.


Lien granted by BTG, Inc. in favor of Danka Office Imaging
Company, evidenced by the UCC-1 Financing Statement No. 99-93,
filed in Fairfax County, Virginia on January 5, 1999.


Lien granted by BTG, Inc. in favor of Dell Financial Services,
L.P., evidenced by the UCC-1 Financing Statement No. 99-6060, filed
in Fairfax County, Virginia on June 3, 1999.


Lien granted by BTG, Inc. in favor of Highland Community Bank,
evidenced by the UCC-1 Financing Statement No. 99-10079, filed in
Fairfax County, Virginia on September 17, 1999.


Lien granted by BTG, Inc. in favor of Highland Community Bank,
evidenced by the UCC-1 Financing Statement No. 99-13950, filed in
Fairfax County, Virginia on December 28, 1999.


Lien granted by BTG, Inc. in favor of Cisco Systems Capital
Corporation, evidenced by the UCC-1 Financing Statement No.
01-2370, filed in Fairfax County, Virginia on March 5, 2001.


Lien granted by BTG, Inc. in favor of Cisco Systems Capital
Corporation, evidenced by the UCC-1 Financing Statement No.
01-2371, filed in Fairfax County, Virginia on March 5, 2001.


BTG Technology Systems, Inc.


Lien granted by BTG Technology Systems, Inc. in favor of IBM
Federal Government Systems, evidenced by the UCC-1 Financing
Statement No. 98-03-09-7155, filed with the Virginia Secretary of
State on March 9, 1998.


Lien granted by BTG Technology Systems, Inc. in favor of IBM
Federal Government Systems, evidenced by the UCC-1 Financing
Statement No. 98-06-04-7120, filed with the Virginia Secretary of
State on June 4, 1998.


Lien granted by BTG Technology Systems, Inc. in favor of IBM
Federal Government Systems, evidenced by the UCC-1 Financing
Statement No. 98-2240, filed in Fairfax County, Virginia on, March
11, 1998.


Lien granted by BTG Technology Systems, Inc. in favor of IBM
Corp., evidenced by the UCC-1 Financing Statement No. 98-5562,
filed in Fairfax County, Virginia on June 18, 1998.


California Tube Laboratory, Inc.


Lien granted by California Tube Laboratory, Inc. in favor of
Comstock Leasing, evidenced by the UCC-1 Financing Statement No.
9825960493, filed with the California Secretary of State on
September 11, 1998.


Lien granted by California Tube Laboratory, Inc. in favor of
Fleet Leasing, evidenced by the UCC-1 Financing Statement No.
9922160337, filed with the California Secretary of State on July
27, 1999.


Lien granted by California Tube Laboratory, Inc. in favor of
Linc Comstock, evidenced by the UCC-1 Financing Statement No.
9925260221, filed with the California Secretary of State on August
26, 1999.


Lien granted by California Tube Laboratory, Inc. in favor of
Popular Leasing USA, Inc., evidenced by the UCC-1 Financing
Statement No. 9932660795, filed with the California Secretary of
State on November 12, 1999.


Lien granted by California Tube Laboratory, Inc. in favor of
Colonial Pacific Leasing, evidenced by the UCC-1 Financing
Statement No. 200101060072, filed with the California Secretary of
State on December 29, 2000.


Cayenta, Inc.


Lien granted by Cayenta, Inc. in favor of Newcourt
Communications Finance Corporation, evidenced by the UCC-1
Financing Statement No. 200003860039, filed with the California
Secretary of State on February 3, 2000.


Lien granted by Cayenta, Inc. in favor of Transamerica Business
Capital Corporation, evidenced by the UCC-1 Financing Statement No.
20264717, filed with the Delaware Secretary of State on January 2,
2002.


Lien granted by Cayenta, Inc. in favor of Hewlett Packard
Company Finance & Remarketing Division, evidenced by the UCC-1
Financing Statement No. 20605554, filed with the Delaware Secretary
of State on February 14, 2002.


Concept Automation, Inc. of America


Lien granted by Concept Automation, Inc. of America in favor of
Blue Ridge Investments, LLC, evidenced by the UCC-1 Financing
Statement No. 98-1832, filed in Fairfax County, Virginia on
February 27, 1998.


Datron Systems, Inc.


Lien granted by Datron Systems, Inc. in favor of Toyota Motor
Credit Corp., evidenced by the UCC-1 Financing Statement No.
9928560639, filed with the California Secretary of State on October
4, 1999.


DBA Systems, Inc.


Lien granted by DBA Systems, Inc. in favor of Sun Microsystems
Finance, evidenced by the UCC-1 Financing Statement No.
200015160738 filed with the California Secretary of State on May
25, 2000.


Lien granted by DBA Systems, Inc. in favor of IKON Office
Solutions, evidenced by the UCC-1 Financing Statement No.
200000150236 filed with the Florida Secretary of State on June 29,
2000.


Delfin Systems


Lien granted by Delfin Systems in favor of Colonial Pacific
Leasing Corporation, evidenced by the UCC-1 Financing Statement No.
9735060822, filed with the California Secretary of State on
December 9, 1997.


Lien granted by Delfin Systems in favor of Colonial Pacific
Leasing Corporation, evidenced by the UCC-1 Financing Statement No.
9803660255 filed with the California Secretary of State on January
30, 1998.


Lien granted by Delfin Systems in favor of Westamerica Bank c/o
Belvedere Equipment Finance Corporation, evidenced by the UCC-1
Financing Statement No. 9822460620, filed with the California
Secretary of State on August 10, 1998.


Lien granted by Delfin Systems in favor of with Colonial Pacific
Leasing Corp., evidenced by the UCC-1 Financing Statement No.
98-2574, filed in Fairfax County, Virginia on March 23, 1998.


Lien granted by Delfin Systems in favor of Westamerica Bank,
evidenced by the UCC-1 Financing Statement No. 98-7643, , filed in
Fairfax County, Virginia on August 11, 1998.


Lien granted by Delfin Systems in favor of Minolta Business
Systems, evidenced by the UCC-1 Financing Statement No. 99-2572,
filed in Fairfax County, Virginia on March 12, 1999.


  Lien granted by Delfin Systems in favor of with Colonial
Pacific Leasing Corp., evidenced by the UCC-1 Financing Statement
No. 98-03-17-7102, filed with the Virginia Secretary of State on
March 17, 1998.


Lien granted by Delfin Systems in favor of Minolta Business
Systems, evidenced by the UCC-1 Financing Statement No.
99-03-10-7107, filed with the Virginia Secretary of State on March
10, 1999.


GlobalNet, Inc.


Lien granted by GlobalNet, Inc. in favor of Cisco Systems
Capital Corporation, evidenced by the UCC-1 Financing Statement No.
2001001725-1 filed with the Nevada Secretary of State on August 2,
2001.


Lien granted by GlobalNet, Inc. in favor of General Electric
Capital Corporation, evidenced by the UCC-1 Financing Statement No.
on 033200016166, filed in Cobb County, Georgia on November 28,
2000.


Lien granted by GlobalNet, Inc. in favor of Cisco Systems
Capital Corporation, evidenced by the UCC-1 Financing Statement No.
033200109623, filed in Cobb County, Georgia on August 2, 2001.


Lien granted by GlobalNet, Inc. in favor of Prinvest Financial
Corporation, evidenced by the UCC-1 Financing Statement No.
9900169987, filed with the Texas Secretary of State on August 23,
1999.


Lien granted by GlobalNet, Inc. in favor of Citizens National
Bank of Texas, evidenced by the UCC-1 Financing Statement No.
436086, filed with the Texas Secretary of State on February 22,
2000.


Lien granted by GlobalNet, Inc. in favor of Citizens National
Bank of Texas, evidenced by the UCC-1 Financing Statement No.
621188, filed with the Texas Secretary of State on November 8,
2000.


Lien granted by GlobalNet, Inc. in favor of The CIT
Group/Equipment Financing, Inc., evidenced by the UCC-1 Financing
Statement No. 100035176, filed with the Texas Secretary of State on
February 22, 2001.


Lien granted by GlobalNet, Inc. in favor of Sage Financial
Corporation, evidenced by the UCC-1 Financing Statement No.
100050361, filed with the Texas Secretary of State on March 16,
2001.


Lien granted by GlobalNet, Inc. in favor of Cisco Systems
Capital Corporation evidenced by the UCC-1 Financing Statement No.
100142732, filed with the Texas Secretary of State on August 2,
2001.


Lien granted by GlobalNet, Inc. in favor of Caterpillar
Financial Services Corporation, evidenced by the UCC-1 Financing
Statement No. 20002840591, filed with the Texas Secretary of State
on September 11, 2001.


Lien granted by GlobalNet, Inc. in favor of Cisco Systems
Capital Corporation, evidenced by the UCC-1 Financing Statement No.
144414 filed with the New York Secretary of State on August 2,
2001.


GlobalNet International, Inc.


Lien granted by GlobalNet, International, Inc. in favor of
General Electric Capital Corporation, evidenced by the UCC-1
Financing Statement No. 20062517, filed with the Delaware Secretary
of State on November 28, 2001.


Lien granted by GlobalNet, International, Inc. in favor of
General Electric Capital Corporation, evidenced by the UCC-1
Financing Statement No. 20034391, filed with the Delaware Secretary
of State on November 30, 2001.


Lien granted by GlobalNet, International, Inc. in favor of ABB
Structured Finance (Americas) Inc., evidenced by the UCC-1
Financing Statement No. 20096119, filed with the Delaware Secretary
of State on December 5, 2001.


Jaycor, Inc.


Lien granted by Jaycor, Inc. in favor of Wells Fargo Bank, NA,
evidenced by the UCC-1 Financing Statement No. 88-11370, filed in
Fairfax County, Virginia on October 28, 1988, continued on July 13,
1998.


Lien granted by Jaycor, Inc. in favor of New England Capital
Corp., evidenced by the UCC-1 Financing Statement No. 97-5432,
filed in Fairfax County, Virginia May 28, 1997.


Lien granted by Jaycor, Inc. in favor of The CIT Group/Equipment
Financing, Inc., evidenced by the UCC-1 Financing Statement No.
922066405, filed with the Colorado Secretary of State on September
14, 1992, continued on December 31, 1997.


Lien granted by Jaycor, Inc. in favor of The CIT Group/Equipment
Financing, Inc., evidenced by the UCC-1 Financing Statement No.
922068112, filed with the Colorado Secretary of State on September
21, 1992, continued on March 18, 1993.


Lien granted by Jaycor, Inc. in favor of The CIT Group/Equipment
Financing, Inc., evidenced by the UCC-1 Financing Statement No.
932020624, filed with the Colorado Secretary of State on March 18,
1993, continued on December 31, 1997


Lien granted by Jaycor, Inc. in favor of Metlife Capital
Corporation, evidenced by the UCC-1 Financing Statement No.
942002476, filed with the Colorado Secretary of State on January
10, 1994.


Lien granted by Jaycor, Inc. in favor of Lyon Credit Corporation
(as assigned to.United Bank), evidenced by the UCC-1 Financing
Statement No. 19982007745, filed with the Colorado Secretary of
State on February 3, 1998.


Lien granted by Jaycor, Inc. in favor of Metlife Capital
Corporation, evidenced by the UCC-1 Financing Statement No.
19982017566, filed with the Colorado Secretary of State on March
16, 1998.


Lien granted by Jaycor, Inc. in favor of Metlife Capital
Corporation, evidenced by the UCC-1 Financing Statement No.
1994000233, filed with the California Secretary of State on January
4, 1994, continued on December 17, 1998.


Lien granted by Jaycor, Inc. in favor of New England Capital
Corporation, evidenced by the UCC-1 Financing Statement No.
199714860661, filed with the California Secretary of State on May
22, 1997.


Lien granted by Jaycor, Inc. in favor of Sun Microsystems
Finance, Inc., evidenced by the UCC-1 Financing Statement No.
199801260390, filed with the California Secretary of State on
January 8, 1998.


Lien granted by Jaycor, Inc. in favor of Lyon Credit Corporation
(as assigned to Hudson United Bank), evidenced by the UCC-1
Financing Statement No. 199804060505, filed with the California
Secretary of State on February 2, 1998.


Lien granted by Jaycor, Inc. in favor of Sun Microsystems
Finance, Inc., evidenced by the UCC-1 Financing Statement No.
1999818960568, filed with the California Secretary of State on July
7, 1998.


Lien granted by Jaycor, Inc. in favor of Metlife Capital
Corporation, evidenced by the UCC-1 Financing Statement No. B
94-00886 FS, filed with the Alabama Secretary of State on January
10, 1994, continued on December 29, 1998.


Lien granted by Jaycor, Inc. in favor of Metlife Capital
Corporation, evidenced by the UCC-1 Financing Statement No.
9401107723, filed with the Virginia Secretary of State on January
10, 1994, continued on December 17, 1998.


Lien granted by Jaycor, Inc. in favor of New England Capital
Corporation, evidenced by the UCC-1 Financing Statement No.
9705227054, filed with the Virginia Secretary of State on May 22,
1997.


Lien granted by Jaycor, Inc. in favor of Metlife Capital
Corporation, evidenced by the UCC-1 Financing Statement No.
9707167833, filed with the Virginia Secretary of State on July 16,
1997.


Lien granted by Jaycor, Inc. in favor of Metlife Capital
Corporation, evidenced by the UCC-1 Financing Statement No.
940110073, filed with the New Mexico Secretary of State on January
10, 1994, continued on December 17, 1998.


Lien granted by Jaycor, Inc. in favor of Lyon Credit Corporation
(as assigned to Hudson United Bank), evidenced by the UCC-1
Financing Statement No. 980204028, filed with the New Mexico
Secretary of State on February 4, 1998.


J.B. Systems, Inc.


Lien granted by J.B. Systems, Inc. in favor of Colonial Pacific
Leasing Corporation, evidenced by the UCC-1 Financing Statement No.
9729660360 filed with the California Secretary of State on October
20, 1997.


Lien granted by J.B. Systems, Inc. in favor of Colonial Pacific
Leasing Corporation, evidenced by the UCC-1 Financing Statement No.
9731760141 filed with the California Secretary of State on November
7, 1997.


Lien granted by J.B. Systems, Inc. in favor of Green Tree Vendor
Services Corporation (as assigned to Wells Fargo Bank), evidenced
by the UCC-1 Financing Statement No. 9829660959 filed with the
California Secretary of State on October 16, 1998.


Lien granted by J.B. Systems, Inc. in favor of Newcourt
Communications Finance Corporation, evidenced by the UCC-1
Financing Statement No. 9832860835 filed with the California
Secretary of State on November 24, 1998.


Lien granted by J.B. Systems, Inc. in favor of AT&T Capital
Leasing Services, Inc., evidenced by the UCC-1 Financing Statement
No. 9834860580 filed with the California Secretary of State on
December 10, 1998.


Lien granted by J.B. Systems, Inc. in favor of Pacifica Capital,
evidenced by the UCC-1 Financing Statement No. 9907660871 filed
with the California Secretary of State on March 8, 1999.


Lien granted by J.B. Systems, Inc. in favor of Tokai Financial
Services, Inc., evidenced by the UCC-1 Financing Statement No.
9910260451 filed with the California Secretary of State on April 2,
1999.


Lien granted by J.B. Systems, Inc. in favor of Textron Financial
Corporation, evidenced by the UCC-1 Financing Statement No.
200022960384 filed with the California Secretary of State on August
14, 2000.


LinCom Corporation


Lien granted by LinCom Corporation in favor of Sun Microsystems
Finance, evidenced by the UCC-1 Financing Statement No. 9925660627
filed with the California Secretary of State on September 8,
1999.


Lien granted by LinCom Corporation in favor of Sun Microsystems
Finance, evidenced by the UCC-1 Financing Statement No. 9927360920
filed with the California Secretary of State on September 27,
1999.


Microlithics Corporation


Lien granted by Microlithics Corporation in favor of Imperial
Business Credit, Inc. evidenced by the UCC-1 Financing Statement
No. 9729560524 filed with the California Secretary of State on
October 17, 1997.


Lien granted by Microlithics Corporation in favor of Colonial
Pacific evidenced by the UCC-1 Financing Statement No. 9735260695
filed with the California Secretary of State on December 12,
1997.


Lien granted by Microlithics Corporation in favor of Copelco
Capital, Inc. evidenced by the UCC-1 Financing Statement No.
952032997 filed with the Colorado Secretary of State on May 1,
1995, continued on December 9, 1997.


Lien granted by Microlithics Corporation in favor of Copelco
Capital, Inc. evidenced by the UCC-1 Financing Statement No.
952034484 filed with the Colorado Secretary of State on May 5,
1995, continued on December 9, 1997.


Lien granted by Microlithics Corporation in favor of Copelco
Capital, Inc. evidenced by the UCC-1 Financing Statement No.
952039468 filed with the Colorado Secretary of State on May 23,
1995, continued on December 9, 1997.


Lien granted by Microlithics Corporation in favor of Copelco
Capital, Inc. evidenced by the UCC-1 Financing Statement No.
952054160 filed with the Colorado Secretary of State on July 20,
1995, continued on December 9, 1997.


Lien granted by Microlithics Corporation in favor of Copelco
Capital, Inc. evidenced by the UCC-1 Financing Statement No.
952055998 filed with the Colorado Secretary of State on July 27,
1995, continued on December 9, 1997.


Lien granted by Microlithics Corporation in favor of The CIT
Group/Equipment Financing, Inc. evidenced by the UCC-1 Financing
Statement No. 952078929 filed with the Colorado Secretary of State
on October 24, 1995, continued on December 31, 1997.


Lien granted by Microlithics Corporation in favor of Imperial
Business Credit, Inc. evidenced by the UCC-1 Financing Statement
No. 962011984 filed with the Colorado Secretary of State on
February 14, 1996, continued on December 31, 1997.


Lien granted by Microlithics Corporation in favor of Imperial
Business Credit, Inc. evidenced by the UCC-1 Financing Statement
No. 962012452 filed with the Colorado Secretary of State on
February 15, 1996, continued on December 31, 1997.


Lien granted by Microlithics Corporation in favor of Wyle
Electronics evidenced by the UCC-1 Financing Statement No.
962045609 filed with the Colorado Secretary of State on June 13,
1996, continued on April 4, 1997 and December 17, 1997


Lien granted by Microlithics Corporation in favor of Imperial
Business Credit, Inc. evidenced by the UCC-1 Financing Statement
No. 19972043155 filed with the Colorado Secretary of State on May
28, 1997.


Lien granted by Microlithics Corporation in favor of Imperial
Business Credit, Inc. evidenced by the UCC-1 Financing Statement
No. 19972103932 filed with the Colorado Secretary of State on
November 20, 1997.


Lien granted by Microlithics Corporation in favor of Conrad
& Associates evidenced by the UCC-1 Financing Statement No.
19972105839 filed with the Colorado Secretary of State on November
25, 1997.


Lien granted by Microlithics Corporation in favor of Conrad
& Associates evidenced by the UCC-1 Financing Statement No.
19972105840 filed with the Colorado Secretary of State on November
25, 1997.


Lien granted by Microlithics Corporation in favor of Conrad
& Associates evidenced by the UCC-1 Financing Statement No.
19972105841 filed with the Colorado Secretary of State on November
25, 1997.


Lien granted by Microlithics Corporation in favor of Colonial
Pacific Leasing evidenced by the UCC-1 Financing Statement No.
19972109347 filed with the Colorado Secretary of State on December
5, 1997.


Lien granted by Microlithics Corporation in favor of The CIT
Group/Equipment Financing, Inc. evidenced by the UCC-1 Financing
Statement No. 19982002251 filed with the Colorado Secretary of
State on January 8, 1998.


MJR Associates, Inc.


Lien granted by MJR Associates, Inc. in favor of Fleet Bank of
New York, N.A., evidenced by the UCC-1 Financing Statement No.
199093 filed with the New York Secretary of State on September 22,
1992, continued on May 27, 1997.


Lien granted by MJR Associates, Inc. in favor of M&T Real
Estate, Inc., evidenced by the UCC-1 Financing Statement No. 152009
filed with the New York Secretary of State on July 15, 1998.


Lien granted by MJR Associates, Inc. in favor of M&T Real
Estate, Inc., evidenced by the UCC-1 Financing Statement No. 152015
filed with the New York Secretary of State on July 15, 1998.


Nations, Inc.


State Tax Lien in the amount of $1,893.10 against Nations, Inc.,
evidenced by filing no. 200031160049 filed with the California
Secretary of State on October 26, 2000.


Judgement Lien in the amount of $161,254.05 against Nations,
Inc. in favor of plaintiff: M.C. Far East International, Inc., a
California coporation, evidenced by filing no. 9803460362 filed
with the California Secretary of State on January 28, 1998.


Program Support Associates, Inc.


Lien granted by Program Support Associates, Inc. in favor of
Wachovia Leasing Corporation, evidenced by the UCC-1 Financing
Statement No. 9922660552 filed with the California Secretary of
State on August 2, 1999.


Lien granted by Program Support Associates, Inc. in favor of
Wachovia Leasing Corporation, evidenced by the UCC-1 Financing
Statement No. 200001460483 filed with the California Secretary of
State on January 12, 2000.


Lien granted by Program Support Associates, Inc. in favor of
Wachovia Leasing Corporation, evidenced by the UCC-1 Financing
Statement No. 99-601147 filed in San Diego County, California on
August 31, 1999.


Lien granted by Program Support Associates, Inc. in favor of
Wachovia Leasing Corporation, evidenced by the UCC-1 Financing
Statement No. 00-027693 filed with in San Diego County, California
on January 19, 2000.


Lien granted by Program Support Associates, Inc. in favor of
First Sierra Financial, Inc., evidenced by the UCC-1 Financing
Statement No. 9801267077 filed with the Virginia Secretary of State
on January 26, 1998.


Lien granted by Program Support Associates, Inc. in favor of
Bankwest Capital Corporation, evidenced by the UCC-1 Financing
Statement No. 9901207091 filed with the Virginia Secretary of State
on January 20, 1999.


Lien granted by Program Support Associates, Inc. in favor of
Wachovia Leasing Corporation, evidenced by the UCC-1 Financing
Statement No. 9908047206 filed with the Virginia Secretary of State
on August 4, 1999.


Lien granted by Program Support Associates, Inc. in favor of
Wachovia Leasing Corporation, evidenced by the UCC-1 Financing
Statement No. 0001197814 filed with the Virginia Secretary of State
on January 19, 2000.


Lien granted by Program Support Associates, Inc. in favor of
Wachovia Leasing Corporation, evidenced by the UCC-1 Financing
Statement No. 62129 filed in Arlington County, Virginia on January
18, 2000.


Lien granted by Program Support Associates, Inc. in favor of
Wachovia Leasing Corporation, evidenced by the UCC-1 Financing
Statement No. 62130 filed in Arlington County, Virginia on January
18, 2000.


Pulse Engineering, Inc.


Lien granted by Pulse Engineering, Inc. in favor of Advanta
Business Services Corp., evidenced by the UCC-1 Financing Statement
No. 9712961170 filed with the California Secretary of State on May
7, 1997.


Lien granted by Pulse Engineering, Inc. in favor of Mellon First
United Leasing, evidenced by the UCC-1 Financing Statement No.
9912061017 filed with the California Secretary of State on April
22, 1999.


Lien granted by Pulse Engineering, Inc. in favor of Minolta
Business Systems, evidenced by the UCC-1 Financing Statement No.
9914160052 filed with the California Secretary of State on May 19,
1999.


Lien granted by Pulse Engineering, Inc. in favor of Minolta
Business Systems, evidenced by the UCC-1 Financing Statement No.
200120160542 filed with the California Secretary of State on July
19, 2001.


Lien granted by Pulse Engineering, Inc. in favor of Telogy Inc.,
evidenced by the UCC-1 Financing Statement No. 0000000143368396
filed with the Maryland Secretary of State on December 2, 1994.


Lien granted by Pulse Engineering, Inc. in favor of Inter-Tel
Leasing, Inc., evidenced by the UCC-1 Financing Statement No.
0000000150588003 filed with the Maryland Secretary of State on
February 24, 1995.


Lien granted by Pulse Engineering, Inc. in favor of Copelco
Capital, Inc., evidenced by the UCC-1 Financing Statement No.
0000000152797470 filed with the Maryland Secretary of State on
October 6, 1995.


Lien granted by Pulse Engineering, Inc. in favor of Copelco
Capital, Inc., evidenced by the UCC-1 Financing Statement No.
0000000181013635 filed with the Maryland Secretary of State on July
19, 1999.


Research Planning, Inc.


State Tax Lien in the amount of $206,704 against Research
Planning, Inc., evidenced by filing no. 200014760557 filed with the
California Secretary of State on May 22, 2000.


State Tax Lien in the amount of $18,784 against Research
Planning, Inc., evidenced by filing no. 200014760565 filed with the
California Secretary of State on May 22, 2000.


Lien granted by Research Planning, Inc. in favor of OCE-USA,
evidenced by the UCC-1 Financing Statement No. 9705287817 filed
with the Virginia Secretary of State on May 28, 1997.


Lien granted by Research Planning, Inc. in favor of Dell
Financial Services, LP, evidenced by the UCC-1 Financing Statement
No. 9905287104 filed with the Virginia Secretary of State on May
28, 1999.


Lien granted by Research Planning, Inc. in favor of Canon
Financial Services, Inc., evidenced by the UCC-1 Financing
Statement No. 9908167414 filed with the Virginia Secretary of State
on August 16, 1999.


Lien granted by Research Planning, Inc. in favor of OCE-USA,
evidenced by the UCC-1 Financing Statement No. 97-5656 filed in
Fairfax County, Virginia on June 3, 1997.


Lien granted by Research Planning, Inc. in favor of Dell
Financial Services, LP, evidenced by the UCC-1 Financing Statement
No. 99-5874 filed in Fairfax County, Virginia on May 28, 1999.


Lien granted by Research Planning, Inc. in favor of Canon
Financial Services, Inc., evidenced by the UCC-1 Financing
Statement No. 99-10889 filed in Fairfax County, Virginia on October
5, 1999.


Titan Systems Corporation


Lien granted by Titan Systems Corporation in favor of Court
Square Leasing Corporation, evidenced by the UCC-1 Financing
Statement No. 20614176 filed with the Delaware Secretary of State
on February 15, 2002.


Lien granted by Titan Systems Corporation in favor of Heller
Financial Leasing, Inc., evidenced by the UCC-1 Financing Statement
No. 0010267848, filed with the Virginia Secretary of State on
October 26, 2000.


Lien granted by Titan Systems Corporation in favor of
Manufacturer and Dealer Services LLC, evidenced by the UCC-1
Financing Statement No. 0106017184, filed with the Virginia
Secretary of State on June 1, 2001.


Lien granted by Titan Systems Corporation in favor of Heller
Financial Services, Inc., evidenced by the UCC-1 Financing
Statement No. 00-11195, filed in Fairfax County, Virginia on
October 20, 2000.


Lien granted by Titan Systems Corporation in favor of BCL
Capital, evidenced by the UCC-1 Financing Statement No.
200100114616, filed with the Florida Secretary of State on May 24,
2001.


Lien granted by Titan Systems Corporation (as successor in
interest to Integrated Systems Control, Inc.) in favor of Amplicon,
Inc. (as assigned to The CIT Group), evidenced by the UCC-1
Financing Statement No. 199710660671 filed with the California
Secretary of State on April 15, 1997.


Lien granted by Titan Systems Corporation (as successor in
interest to Integrated Systems Control, Inc.) in favor of Global
Imaging Systems, evidenced by the UCC-1 Financing Statement No.
9805217167 filed with the Virginia Secretary of State on May 21,
1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Integrated Systems Control, Inc.) in favor of Global
Imaging Systems, Inc., evidenced by the UCC-1 Financing Statement
No. 98-1760, filed in Fairfax County, Virginia on May 22, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to RF Microsystems, Inc.) in favor of Minolta Business
Systems, evidenced by the UCC-1 Financing Statement No. 9821760654
filed with the California Secretary of State on August 3, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to RF Microsystems, Inc.) in favor of Crocker Capital,
evidenced by the UCC-1 Financing Statement No. 9829660242, filed
with the California Secretary of State on October 16, 1998, as
assigned to Fidelity Leasing Group, as evidenced by the UCC-1
Financing Statement No. 99102C0467, filed with the California
Secretary of State on April 5, 1999, as further assigned to Charter
Financial, Inc., as evidenced by the UCC-1 Financing Statement No.
991970051, filed with the California Secretary of State on July 9,
1999.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 9728360580 filed
with the California Secretary of State on October 7, 1997.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 9728360598 filed
with the California Secretary of State on October 7, 1997.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 9802760059 filed
with the California Secretary of State on January 21, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 9815260170 filed
with the California Secretary of State on May 29, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 9817660322 filed
with the California Secretary of State on June 24, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Amplicon, Inc. (as assigned
to The CIT Group), evidenced by the UCC-1 Financing Statement No.
9911960909 filed with the California Secretary of State on April
28, 1999.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 1997-0550968 filed
in San Diego County, California on November 3, 1997.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 1997-0618640 filed
in San Diego County, California on December 8, 1997.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 1795689 filed with
the New Jersey Secretary of State on October 14, 1997.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 1796748 filed with
the New Jersey Secretary of State on October 22, 1997.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 1814607 filed with
the New Jersey Secretary of State on February 2, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 1828873 filed with
the New Jersey Secretary of State on April 9, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 1840242 filed with
the New Jersey Secretary of State on May 29, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 1840323 filed with
the New Jersey Secretary of State on May 29, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 1845809 filed with
the New Jersey Secretary of State on June 24, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 1845957 filed with
the New Jersey Secretary of State on June 24, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 1845966 filed with
the New Jersey Secretary of State on June 24, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Canon Financial Services,
Inc., evidenced by the UCC-1 Financing Statement No. 1863090 filed
with the New Jersey Secretary of State on September 25, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of The CIT Group/Equipment
Financing, Inc., evidenced by the UCC-1 Financing Statement No.
1903677 filed with the New Jersey Secretary of State on April 27,
1999.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 1911778 filed with
the New Jersey Secretary of State on June 11, 1999.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Canon Financial Services,
Inc., evidenced by the UCC-1 Financing Statement No. 2059275 filed
with the New Jersey Secretary of State on August 13, 2001.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Canon Financial Services,
Inc., evidenced by the UCC-1 Financing Statement No. 20897314 filed
with the New Jersey Secretary of State on February 27, 2002.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.
evidenced by the UCC-1 Financing Statement No. 9710087056, filed
with the Virginia Secretary of State on October 8, 1997. 


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates New Jersey
National Bank, evidenced by the UCC-1 Financing Statement No.
9801077161, filed with the Virginia Secretary of State on January
7, 1998. 


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 9801237073, filed
with the Virginia Secretary of State on January 23, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 9801237074, filed
with the Virginia Secretary of State on January 23, 1998. 


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 9806197831, filed
with the Virginia Secretary of State on June 19, 1998. 


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of The CIT Group/Equipment
Financing, evidenced by the UCC-1 Financing Statement No.
9905047802, filed with the Virginia Secretary of State on May 4,
1999.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates New Jersey
National Bank, evidenced by the UCC-1 Financing Statement No.
133018126, filed with the Maryland Secretary of State on October
26, 1993.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates New Jersey
National Bank, evidenced by the UCC-1 Financing Statement No.
133308159, filed with the Maryland Secretary of State on November
26, 1993.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 172768053, filed
with the Maryland Secretary of State on October 3, 1997.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 172768056, filed
with the Maryland Secretary of State on October 3, 1997.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 180337313, filed
with the Maryland Secretary of State on February 2, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 180337315, filed
with the Maryland Secretary of State on February 2, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 39100000009089,
filed with the Maryland Secretary of State on June 1, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 39100000009090,
filed with the Maryland Secretary of State on June 1, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 39100000009783,
filed with the Maryland Secretary of State on June 1, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 39100000013083,
filed with the Maryland Secretary of State on June 23, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of The CIT Group/Equipment
Financing, Inc., evidenced by the UCC-1 Financing Statement No.
181005685, filed with the Maryland Secretary of State on May 10,
1999.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 28060024, filed with
the Pennsylvania Secretary of State on October 2, 1997.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 28460445, filed with
the Pennsylvania Secretary of State on January 20, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Canon Financial Services,
Inc., evidenced by the UCC-1 Financing Statement No. 28510119,
filed with the Pennsylvania Secretary of State on February 2,
1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 28931425, filed with
the Pennsylvania Secretary of State on May 14, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 28981713, filed with
the Pennsylvania Secretary of State on May 29, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 29080870, filed with
the Pennsylvania Secretary of State on June 24, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Canon Financial Services,
Inc., evidenced by the UCC-1 Financing Statement No. 29631594,
filed with the Pennsylvania Secretary of State on November 30,
1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of The CIT Group/Equipment
Financing, Inc., evidenced by the UCC-1 Financing Statement No.
30191332, filed with the Pennsylvania Secretary of State on April
27, 1999.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Canon Financial Services,
Inc., evidenced by the UCC-1 Financing Statement No. 33841578,
filed with the Pennsylvania Secretary of State on April 20,
2001.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Canon Financial Services,
Inc., evidenced by the UCC-1 Financing Statement No. 33871111,
filed with the Pennsylvania Secretary of State on April  27,
2001.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 97-6305, filed in
Bucks County, Pennsylvania on October 3, 1997.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Corestates Leasing, Inc.,
evidenced by the UCC-1 Financing Statement No. 98-60219, filed in
Bucks County, Pennsylvania on January 20, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Canon Financial Services,
Inc., evidenced by the UCC-1 Financing Statement No. 98-60451,
filed in Bucks County, Pennsylvania on February 4, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 98-62505, filed in
Bucks County, Pennsylvania on May 20, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 98-62653, filed in
Bucks County, Pennsylvania on June  3, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Princeton Credit Corporation,
evidenced by the UCC-1 Financing Statement No. 98-62988, filed in
Bucks County, Pennsylvania on June 3, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Canon Financial Services,
Inc., evidenced by the UCC-1 Financing Statement No. 98-64887,
filed in Bucks County, Pennsylvania on December 1, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of The CIT Group/Equipment
Financing, Inc., evidenced by the UCC-1 Financing Statement No.
99-61844, filed in Bucks County, Pennsylvania on May 26, 1999.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Canon Financial Services,
Inc., evidenced by the UCC-1 Financing Statement No. 01-61289,
filed in Bucks County, Pennsylvania on April 23, 2001.


Lien granted by Titan Systems Corporation (as successor in
interest to Semcor, Inc.) in favor of Canon Financial Services,
Inc., evidenced by the UCC-1 Financing Statement No. 01-61370,
filed in Bucks County, Pennsylvania on April 30, 2001.


Lien granted by Titan Systems Corporation (as successor in
interest to AverStar, Inc.) in favor of Breakthrough Funding LLP
(as assigned to FPC Funding II LLC), evidenced by the UCC-1
Financing Statement No. 581716, filed with the Massachusetts
Secretary of State on October 5, 1998.


Lien granted by Titan Systems Corporation (as successor in
interest to Horizons Technology, Inc.) in favor of Advanta Bank
Corporation, evidenced by the UCC-1 Financing Statement No. 589009,
filed with the Massachusetts Secretary of State on November 6,
1998.


Unidyne Corporation


Lien granted by Unidyne Corporation in favor of First Sierra
Financial, Inc., evidenced by the UCC-1 Financing Statement No.
98-1484 filed in Norfolk Independent City, Virginia on August 26,
1998.


VisiCom Laboratories, Inc.


Lien granted by Visicom Laboratories, Inc. in favor of Imperial
Business Credit, Inc. evidenced by the UCC-1 Financing Statement
No. 9713360962 filed with the California Secretary of State on May
9, 1997.


Lien granted by Visicom Laboratories, Inc. in favor of Imperial
Business Credit, Inc. evidenced by the UCC-1 Financing Statement
No. 9718860133 filed with the California Secretary of State on July
2, 1997.


Lien granted by Visicom Laboratories, Inc. in favor of CMC
Lease, Inc. (as assigned to Prime Leasing, Inc. and assigned to
Bankers Trust Company, as custodian), evidenced by the UCC-1
Financing Statement No. 9726661003 filed with the California
Secretary of State on September 19, 1997.


Lien granted by Visicom Laboratories, Inc. in favor of Imperial
Business Credit, Inc. evidenced by the UCC-1 Financing Statement
No. 9729560524 filed with the California Secretary of State on
October 17, 1997.


Lien granted by Visicom Laboratories, Inc. in favor of Scripps
Bank, evidenced by the UCC-1 Financing Statement No. 9729660795
filed with the California Secretary of State on October 20,
1997.


Lien granted by Visicom Laboratories, Inc. in favor of The CIT
Group/Equipment Financing, Inc., evidenced by the UCC-1 Financing
Statement No. 9731861002 filed with the California Secretary of
State on November 12, 1997.


Lien granted by Visicom Laboratories, Inc. in favor of Colonial
Pacific, evidenced by the UCC-1 Financing Statement No. 9732860447
filed with the California Secretary of State on November 20,
1997.


Lien granted by Visicom Laboratories, Inc. in favor of Colonial
Pacific, evidenced by the UCC-1 Financing Statement No. 9735260695
filed with the California Secretary of State on December 12,
1997.


Lien granted by Visicom Laboratories, Inc. in favor of Crocker
Capital (as assigned to The CIT Group/Equipment Financing, Inc.),
evidenced by the UCC-1 Financing Statement No. 9800960714 filed
with the California Secretary of State on January 6, 1998.


Lien granted by Visicom Laboratories, Inc. in favor of Padco
Lease Corp., evidenced by the UCC-1 Financing Statement No.
9808460438 filed with the California Secretary of State on March
24, 1998.


Lien granted by Visicom Laboratories, Inc. in favor of Padco
Lease Corp., evidenced by the UCC-1 Financing Statement No.
9808460443 filed with the California Secretary of State on March
24, 1998.


Lien granted by Visicom Laboratories, Inc. in favor of Padco
Lease Corp., evidenced by the UCC-1 Financing Statement No.
9809860661 filed with the California Secretary of State on April 7,
1998.


Lien granted by Visicom Laboratories, Inc. in favor of Padco
Lease Corp., evidenced by the UCC-1 Financing Statement No.
9811160247 filed with the California Secretary of State on April
17, 1998.


Lien granted by Visicom Laboratories, Inc. in favor of Padco
Lease Corp., evidenced by the UCC-1 Financing Statement No.
9814760506 filed with the California Secretary of State on May 26,
1998.


Lien granted by Visicom Laboratories, Inc. in favor of Antares
Group, Inc. evidenced by the UCC-1 Financing Statement No. 93153532
filed with the California Secretary of State on July 28, 1993,
continued June 17, 1998.


Lien granted by Visicom Laboratories, Inc. in favor of Newcourt
Communications Finance Corporation, evidenced by the UCC-1
Financing Statement No. 9911360014 filed with the California
Secretary of State on April 21, 1999.






 




ITEM 8.5: 
Investments





The Borrower’s Investments under the Preferred Securities
Guarantee Agreement, dated as of February 9, 2000, between the
Borrower and Wilmington Trust Company, as guarantee trustee. 
See Item 8.2.


The Borrower’s Investments under the Common Securities
Guarantee Agreement, dated as of February 9, 2000, delivered by the
Borrower for the benefit of the holders of the common securities of
Titan Capital Trust.


The Borrower’s Investment in Titan Capital Trust of
$7,732,000.


Investments in the following entities:


                       


	
Entity

	
Amount
of Investment


	
Terrastar

	
$14,000


	
Soliance Joint
Venture

	
$5,087,510


	
Hawaii Pride Loan
Guaranty

	
$1,282,157


	
Titan Africa Benin (50/50
GSM)

	
$800,000


	
Terion
(Flashcomm)

	
$1,600,000


	
Hamilton Technology
Ventures

	
$1,000,000


	
Satellite Terminal
Access

	
$681,127


	
Afripa Group

	
$49,998,027


	
E-celerator

	
$2,146,000


	
E-tenna

	
8,422,000


	
Gateway Systems

	
$8,026,447


	
Contech Media

	
$358,209


	
Wavestream Wireless
Technology

	
$500,000


	
Transversal

	
$4,839,843


	
Telemobile

	
$660,000


	
SureBeam

	
$3,000,000


	
Ghana and Cameroon
Partners

	
$23,232


	
Stock Option
Relinquishment Plan

	
$5,661,000


	
LA, Chicago & Sioux
City SureBeam Leases

	
$23,135,280











Titan Capital Trust’s Investment in the Debentures












ITEM 8.8: 
Warrants and Options





Warrants issued to Cloverleaf Cold Storage Co. to acquire
600,000 shares of Titan Scan Technologies Corporation stock.


Warrants issued to Hydrick & Struggles to acquire 5,000
shares of The Titan Corporation stock.


Warrants issued to Batchelder & Partners, Inc. to acquire
123,950 shares of Cayenta, Inc. stock.


Warrants issued to Batchelder & Partners, Inc. to acquire
371,850 shares of Cayenta, Inc. stock.


Warrants issued to Batchelder & Partners, Inc. to acquire
300,000 shares of LinCom Wireless stock.


Warrants issued to Batchelder & Partners, Inc. to acquire
100,000 shares of LinCom Wireless stock.


Warrants issued to Batchelder & Partners, Inc. to acquire 1
share of VisiCom Laboratories, Inc. stock.


Warrants issued to Batchelder & Partners, Inc. to acquire
0.33 shares of VisiCom Laboratories, Inc. stock.


Warrants issued to Batchelder & Partners, Inc. to acquire 1
share of AverCom Corporation stock.


Warrants issued to Batchelder & Partners, Inc. to acquire
0.33 shares of AverCom Corporation stock.






The Titan
Corporation


Location
Listing





Schedule I to


Borrower
Security


Agreement


(Items A, B and
C)



	
Division

	
Name

	
City

	
Address

	
Zip Code

	
Size       
(sq ft)

	
File UCC

	
Total Values

	
Incorp

	
Exec Office

	
A/R

	
Inventory & Equipment


	
Corporate

	
The Titan
Corporation

	
San
Diego

	
3033 Science
Park Road

	
92121

	
161,119

	
X

	
1,850,000

	
 
Delaware

	
 
X

	
 
X

	
 
X


	
Applied Tech. Systems
Engineering

	
The Titan Corp

	
Huntsville

	
1525 Perimeter Parkway NW,
Suite 125

	
35806

	
4,123

	
 

	
150,000

	
 

	
 

	
 

	
 


	
Applied
Tech./TRT

	
The Titan Corp

	
Chatsworth

	
9410 Topanga Canyon Blvd.,
Suite 104

	
91311

	
8,344

	
 

	
360,000

	
 

	
 

	
 

	
 


	
CEG/ACS

	
The Titan
Corp

	
El
Cajon

	
1400 N.
Johnson Ave. Suite 101

	
92020

	
7,840

	
 

	
75,000

	
 

	
 

	
 

	
 


	
CEG/ACS

	
The Titan
Corp

	
El
Segundo

	
360 North
Sepulveda Blvd

	
90245

	
1,611

	
 

	
46,000

	
 

	
 

	
 

	
 


	
CEG/ACS

	
The Titan
Corp

	
Gautier

	
604 Del La
Point Drive

	
39553

	
1,000

	
 

	
18,000

	
 

	
 

	
 

	
 


	
CEG/ACS

	
The Titan
Corp

	
San
Diego

	
1550 Hotel
Circle North Suite 200

	
92108

	
25,761

	
 

	
630,000

	
 

	
 

	
 
X

	
 
X


	
CEG/ACS

	
The Titan
Corp

	
San
Diego

	
2243 San
Diego Ave. Suite 200

	
92110

	
6,000

	
 

	
587,000

	
 

	
 

	
 

	
 
X


	
CEG/ACS

	
The Titan
Corp

	
San
Diego

	
2245 &
2247 San Diego Ave.,

	
92110

	
3,000

	
 

	
—

	
 

	
 

	
 

	
 


	
CEG/ACS

	
The Titan
Corp

	
San
Diego

	
4250 Pacific
Highway Suite 217

	
92110

	
20,500

	
 

	
575,000

	
 

	
 

	
 

	
 
X


	
CEG/ACS

	
The Titan
Corp

	
Colorado
Springs

	
1250 Academy
Park Loop

	
80910

	
1,483

	
 

	
76,000

	
 

	
 

	
 

	
 


	
Enterprise/National Solutions

	
The Titan
Corp

	
Washington

	
600 Maryland
Avenue SW

	
 

	
3,671

	
 

	
150,000

	
 

	
 

	
 

	
 


	
CEG/ACS

	
The Titan
Corp

	
Fort Walton
Beach

	
212 Eglin
Parkway SE

	
 

	
1,435

	
 

	
35,000

	
 

	
 

	
 

	
 


	
Applied Tech.

	
The Titan Corp

	
Hanover

	
1344 Ashton
Road

	
21076

	
4,755

	
 

	
300,000

	
 

	
 

	
 

	
 


	
Applied
Tech.

	
The Titan Corp

	
Hanover

	
2701 Phoenix
Road

	
20701

	
29,741

	
 

	
2,550,000

	
 

	
 

	
 

	
 
X


	
CEG/ACS

	
The Titan
Corp

	
Lexington
Park

	
21795-E
North Shangri-La Drive

	
 

	
2,054

	
 

	
20,000

	
 

	
 

	
 

	
 


	
Applied
Tech/TRT

	
The Titan Corp

	
Princeton

	
50 Washington
Road

	
8543

	
11,990

	
 

	
500,000

	
 

	
 

	
 

	
  X


	
CEG/ACS

	
The Titan
Corp

	
N.
Charleston

	
2457 West
Aviation Ave.

	
27406

	
8,112

	
 

	
585,000

	
 

	
 

	
 

	
 
X


	
CEG/ACS

	
The Titan
Corp

	
Nashville

	
2525
Perimeter Place Drive

	
 

	
3,111

	
 

	
45,000

	
 

	
 

	
 

	
 


	
CEG/ACS

	
The Titan
Corp

	
Arlington

	
2611
Jefferson Davis Highway Ste 1001

	
22202

	
 

	
 

	
530,000

	
 

	
 

	
 

	
 
X


	
CEG/ACS

	
The Titan
Corp

	
Chesapeake

	
825
Greenbrier Circle Suite R

	
23320

	
51,846

	
 

	
1,445,000

	
 

	
 

	
 
X

	
 
X


	
CEG/ACS

	
The Titan
Corp

	
King
George

	
4483 James
Madison Pkwy.

	
 

	
1,377

	
 

	
70,000

	
 

	
 

	
 

	
 


	
Applied Tech/Sys
Eng

	
The Titan Corp

	
Reston

	
1900 Campus Commons
Drive

	
 

	
53,534

	
 

	
195,000

	
 

	
 

	
  X

	
 


	
Applied Tech./Sys
Integ

	
The Titan Corp

	
Reston

	
1900 Campus Commons
Drive

	
 

	
 

	
 

	
—

	
 

	
 

	
  X

	
 


	
Applied
Tech/TRT

	
The Titan Corp

	
Reston

	
1900 Campus Commons
Drive

	
 

	
 

	
 

	
—

	
 

	
 

	
  X

	
 


	
Enterprise/National Solutions

	
The Titan
Corp

	
Reston

	
1900 Campus
Commons Drive, Suite 400

	
20191

	
6,869

	
 

	
2,450,000

	
 

	
 

	
 
X

	
 
X