Exhibit A-4 - Form of Incremental Term Note



  


                                                                                                                                    
EXHIBIT A-4








                                                   
MULTI-DRAW TERM NOTE








$_________                                                                                                     
____________, 2000








FOR VALUE RECEIVED,
the undersigned, THE TITAN CORPORATION, a Delaware corporation (the
“Borrower”), promises to pay to the order of
[Name of Lender] and its registered assigns (the
“Multi-Draw Term Loan Lender”) on the Stated
Maturity Date for all Multi-Draw Term Loans, the principal sum of
[_______________] DOLLARS ($_________) or, if less, the aggregate
unpaid principal amount of all Multi-Draw Term Loans made by the
Multi-Draw Term Loan Lender pursuant to that certain Senior Secured
Credit Agreement, dated as of February __, 2000 (as amended,
restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Borrower, the
various financial institutions (including the Multi-Draw Term Loan
Lender) as are or may become parties thereto (collectively, the
“Lenders”), Credit Suisse First Boston, as
administrative agent for the Lenders (the “Administrative
Agent”), First Union Securities, Inc., as Syndication
Agent, and The Bank of Nova Scotia, as Documentation Agent. 
Terms used herein have the meanings provided in the Credit
Agreement.





The Borrower also
promises to pay interest on the unpaid principal amount hereof from
time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until
paid, at the rates per annum and on the dates specified in the
Credit Agreement.  Payments of both principal and interest are
to be made in lawful money of the United States of America in same
day or immediately available funds to the account designated by the
Administrative Agent pursuant to the Credit Agreement.





This Multi-Draw Term
Note is one of the Multi-Draw Term Notes referred to in, and
evidences Obligations incurred under, the Credit Agreement, to
which reference is made for a description of the security for this
Multi-Draw Term Note and for a statement of the terms and
conditions on which the Borrower is permitted and required to make
prepayments and repayments of principal of the Obligations
evidenced by this Multi-Draw Term Note and on which such
Obligations may be declared to be immediately due and
payable.





The Borrower hereby
irrevocably authorizes the Multi-Draw Term Loan Lender to make (or
cause to be made) appropriate notations on the grid attached hereto
(or on any continuation of such grid), which notations, if made,
shall evidence, inter alia, the date of and the outstanding
principal of, the Multi-Draw Term Loans evidenced hereby. 
Such notations shall be rebuttable presumptive evidence of the
accuracy of the information so set forth; provided,
however, that the failure of the Multi-Draw Term Loan Lender
to make any such notations shall not limit or otherwise affect any
Obligations of the Borrower.












Any assignment or
transfer of this Multi-Draw Term Note shall be effective solely by
registration thereof in the Register pursuant to the Credit
Agreement.





All parties hereto,
whether as makers, endorsers, or otherwise, severally waive
presentment for payment, demand, protest and notice of
dishonor.





THIS MULTI-DRAW
TERM NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH
PURPOSES SECTIONS 5‐1401 AND 5‐1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).








THE TITAN
CORPORATION








By
                                                                              


  
Name:


  
Title:









MULTI-DRAW TERM LOAN
AND PRINCIPAL PAYMENTS





 



	



Date

	



Amount
of


Multi-Draw Term Loan Made

	



Interest


Period


(If
Applicable)

	



Amount
of Principal


Repaid

	



Unpaid
Principal


Balance

	



Total

	



Notation


Made
By


	



Alternate


Base
Rate

	



LIBO


Rate

	



Alternate


Base
Rate

	



LIBO


Rate

	



Alternate


Base
Rate

	



LIBO


Rate