Exhibit G-1 - Form of Borrower Security Agreement



 


EXHIBIT G-1





                                                                                                                                                           





                                            
BORROWER SECURITY AGREEMENT


                                                                             





This SECURITY AGREEMENT
(as amended, restated, supplemented or otherwise modified from time
to time, this “Security Agreement”), dated as of
February 23, 2000, is made by THE TITAN CORPORATION, a Delaware
corporation (the “Grantor”) in favor of CREDIT
SUISSE FIRST BOSTON (“CSFB”), in its capacity as
administrative agent (the “Administrative
Agent”) for each of the Secured Parties.








                                                            
W I T N E S S
E T H :





WHEREAS, pursuant to a
Senior Secured Credit Agreement, dated as of February 23, 2000 (as
amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among the
Grantor, the various financial institutions as are or may become
parties thereto (the “Lenders”), the
Administrative Agent, First Union Securities, Inc., as Syndication
Agent, and The Bank of Nova Scotia, as Documentation Agent, the
Lenders and the Issuers have extended Commitments to make Credit
Extensions to the Grantor;





WHEREAS, as a condition
precedent to the making of the Credit Extensions (including the
initial Credit Extension) under the Credit Agreement, the Grantor
is required to execute and deliver this Security Agreement;
and





WHEREAS, the Grantor has
duly authorized the execution, delivery and performance of this
Security Agreement;





NOW THEREFORE, for good
and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, and in order to induce the Lenders and the
Issuers to make Credit Extensions (including the initial Credit
Extension) to the Grantor pursuant to the Credit Agreement, the
Grantor agrees, for the benefit of each Secured Party, as
follows:








                                                                    
ARTICLE I


                                                                 
DEFINITIONS





SECTION I.1. 
Certain Terms.  The following terms (whether or not
underscored) when used in this Security Agreement, including its
preamble and recitals, shall have the following meanings (such
definitions to be equally applicable to the singular and plural
forms thereof):





“Administrative
Agent” is defined in the preamble.









"Chattel Paper" has
the meaning provided in the U.C.C.





“Collateral” is defined in
Section 2.1.





”Collateral
Account” is defined in clause (b) of Section
4.1.2(b).





“Computer
Hardware and Software Collateral” means:





(a)  all
computer and other electronic data processing hardware, integrated
computer systems, central processing units, memory units, display
terminals, printers, features, computer elements, card readers,
tape drives, hard and soft disk drives, cables, electrical supply
hardware, generators, power equalizers, accessories and all
peripheral devices and other related computer hardware;





(b)  all
software programs (including both source code, object code and all
related applications and data files), whether now owned, licensed
or leased or hereafter acquired by the Grantor, designed for use on
the computers and electronic data processing hardware described in
clause (a) above;





(c)  all
firmware associated therewith;





(d)  all
documentation (including flow charts, logic diagrams, manuals,
guides and specifications) with respect to such hardware, software
and firmware described in the preceding clauses (a) through
(c); and





(e)  all
rights with respect to all of the foregoing, including any and all
copyrights, licenses, options, warranties, service contracts,
program services, test rights, maintenance rights, support rights,
improvement rights, renewal rights and indemnifications and any
substitutions, replacements, additions or model conversions of any
of the foregoing.





"Contracts" means
all agreements between the Grantor and one or more additional
parties.





"Contract Rights"
means all rights of the Grantor (including, without limitation, all
rights to payment) under each Contract.












“Copyright
Collateral” means all copyrights (including all
copyrights for semi-conductor chip product mask works) of the
Grantor, whether statutory or common law, registered or
unregistered, now or hereafter in force throughout the world
including all of the Grantor’s right, title and interest in
and to all copyrights registered in the United States Copyright
Office or anywhere else in the world and also including the
copyrights referred to in Item A of Schedule IV
attached hereto, and all applications for registration thereof,
whether pending or in preparation, all copyright licenses,
including each copyright license referred to in Item B of
Schedule IV attached hereto, the right to sue for past,
present and future infringements of any thereof, all rights
corresponding thereto throughout the world, all extensions and
renewals of any thereof and all proceeds of the foregoing,
including licenses, royalties, income, payments, claims, damages
and proceeds of suit.





“Credit
Agreement” is defined in the first
recital.





“Deposit
Accounts” has the meaning provided in the U.C.C. and, in
any event, includes, without limitation, any demand, time, savings,
passbook or like account maintained with a depositary institution,
including those Deposit Accounts set forth in Item G of
Schedule I hereto.





"Documents" has the
meaning provided in the U.C.C.





“Equipment” has the meaning
provided in the U.C.C. and, in any event, includes, without
limitation, all equipment in all of its forms of the Grantor,
wherever located, including all parts thereof and all accessions,
additions, attachments, improvements, substitutions and
replacements thereto and therefor and all accessories related
thereto.





"General
Intangibles" has the meaning provided in the U.C.C. and, in any
event, includes, without limitation, with respect to the Grantor,
all contracts, agreements, instruments and indentures in any form,
and portions thereof, to which the Grantor is a party or under
which the Grantor has any right, title or interest or to which the
Grantor or any property of the Grantor is subject, as the same may
from time to time be amended, supplemented or otherwise modified,
including, without limitation, (i) all rights of the Grantor to
receive moneys due and to become due to it thereunder or in
connection therewith, (ii) all rights of the Grantor to damages
arising thereunder and (iii) all rights of the Grantor to perform
and to exercise all remedies thereunder.





"Goods" has the
meaning provided in the U.C.C.





“Grantor” is defined in the
preamble.





"Instrument" has
the meaning provided in the U.C.C.





“Intellectual
Property Collateral” means, collectively, the Computer
Hardware and Software Collateral, the Copyright Collateral, the
Patent Collateral, the Trademark Collateral and the Trade Secrets
Collateral.





"Interest Rate Hedging
Agreements" means interest rate swap agreements, interest rate
cap agreements and interest rate collar agreements, and all other
agreements or arrangements designed to protect the Grantor against
fluctuations in interest rates, entered into between the Grantor
and a Lender or an Affiliate of a Lender, for the purpose of
hedging interest rate risk with respect to the
Obligations.









"Interest Rate Hedging
Obligations" means all liabilities of the Grantor under
Interest Rate Hedging Agreements.





“Inventory” has the meaning
provided in the U.C.C. and, in any event, includes, without
limitation, all inventory in all of its forms of the Grantor,
wherever located, including





(i)  all raw
materials and work in process therefor, finished goods thereof, and
materials used or consumed in the manufacture or production
thereof,





(ii)  all
goods in which the Grantor has an interest in mass or a joint or
other interest or right of any kind (including goods in which the
Grantor has an interest or right as consignee), and





(iii)  all
goods which are returned to or repossessed by the Grantor,





and all accessions
thereto, products thereof and documents therefor.





"Investment
Property"has the meaning provided in the U.C.C.





“Lender” and
“Lenders” are defined in the first
recital.





“Patent
Collateral” means:





(a)  all letters
patent and applications for letters patent throughout the world,
including all patent applications in preparation for filing
anywhere in the world and including each patent and patent
application referred to in Item A of Schedule II
attached hereto;





(b)  all reissues,
divisions, continuations, continuations-in-part, extensions,
renewals and reexaminations of any of the items described in
clause (a);





(c)  all patent
licenses, including each patent license referred to in Item
B of Schedule II attached hereto; and





(d)  all proceeds of,
and rights associated with, the foregoing (including license
royalties and proceeds of infringement suits), the right to sue
third parties for past, present or future infringements of any
patent or patent application, including any patent or patent
application referred to in Item A of Schedule II
attached hereto, and for breach or enforcement of any patent
license, including any patent license referred to in Item B
of Schedule II attached hereto, and all rights corresponding
thereto throughout the world.












“Receivables” means "accounts"
(as such term is defined in the U.C.C.), including but not limited
to rights to payments for goods sold or leased or services
rendered, whether now existing or hereafter arising, including,
without limitation, rights evidenced by an account, note, contract,
security agreement, chattel paper, or other evidence of
indebtedness or security, together with (a) all security pledged,
assigned, hypothecated or granted to or held by the Grantor to
secure the foregoing, (b) all of the Grantor's right, title and
interest in and to any goods, the sale of which gave rise thereto,
(c) all guarantees, endorsements and indemnifications on, or of,
any of the foregoing, (d) all powers of attorney for the execution
of any evidence of indebtedness or security or other writing in
connection therewith, (e) all books, records, ledger cards, and
invoices relating thereto, (f) all evidences of the filing of
financing statements and other statements and the registration of
other instruments in connection therewith and amendments thereto,
notices to other creditors or secured parties, and certificates
from filing or other registration officers, (g) all credit
information, reports and memoranda relating thereto and (h) all
other writings related in any way to the foregoing.





“Secured
Obligations” is defined in Section 2.2.





"Securities
Account" has the meaning provided in the U.C.C., including
without limitation those Securities Accounts listed in Item
H of Schedule I hereto.





“Security
Agreement” is defined in the preamble.





“Termination
Date” means the date on which all Obligations have
indefeasibly been paid in full in cash, all Commitments have been
fully terminated and all Letters of Credit have been canceled or
otherwise terminated.





“Trademark
Collateral” means:





(a)  all trademarks,
trade names, corporate names, company names, business names,
fictitious business names, trade styles, service marks,
certification marks, collective marks, logos, other source of
business identifiers, prints and labels on which any of the
foregoing have appeared or appear, designs and general intangibles
of a like nature (all of the foregoing items in this clause
(a) being collectively called a
“Trademark”), now existing anywhere in the world
or hereafter adopted or acquired, whether currently in use or not,
all registrations and recordings thereof and all applications in
connection therewith, whether pending or in preparation for filing,
including registrations, recordings and applications in the United
States Patent and Trademark Office or in any office or agency of
the United States of America or any State thereof or any foreign
country, including those referred to in Item A of
Schedule III attached hereto;





(b)  all Trademark
licenses, including each Trademark license referred to in Item
B of Schedule III attached hereto;





(c)  all reissues,
extensions or renewals of any of the items described in clauses
(a) and (b);









(d)  all of the
goodwill of the business connected with the use of, and symbolized
by the items described in, clauses (a) and (b);
and





(e)  all proceeds of,
and rights associated with, the foregoing, including any claim by
the Grantor against third parties for past, present or future
infringement or dilution of any Trademark, Trademark registration
or Trademark license, including any Trademark, Trademark
registration or Trademark license referred to in Item A and
Item B of Schedule III attached hereto, or for any
injury to the goodwill associated with the use of any such
Trademark or for breach or enforcement of any Trademark
license.





“Trade Secrets
Collateral” means all common law and statutory trade
secrets and all other confidential or proprietary or useful
information and all know-how obtained by or used in or contemplated
at any time for use in the business of the Grantor (all of the
foregoing being collectively called a “Trade
Secret”), whether or not such Trade Secret has been
reduced to a writing or other tangible form, including all
documents and things embodying, incorporating or referring in any
way to such Trade Secret, all Trade Secret licenses, including each
Trade Secret license referred to in Schedule V attached
hereto, and including the right to sue for and to enjoin and to
collect damages for the actual or threatened misappropriation of
any Trade Secret and for the breach or enforcement of any such
Trade Secret license.





“U.C.C.” means the Uniform
Commercial Code, as in effect from time to time in the State of New
York.





SECTION I.2. 
Credit Agreement Definitions.  Unless otherwise defined
herein or the context otherwise requires, terms used in this
Security Agreement, including its preamble and recitals, have the
meanings provided in the Credit Agreement.





SECTION I.3. 
U.C.C. Definitions.  Unless otherwise defined herein or
in the Credit Agreement or the context otherwise requires, terms
for which meanings are provided in the U.C.C. are used in this
Security Agreement, including its preamble and recitals, with such
meanings.








                                                                   
ARTICLE II


                                                          
SECURITY INTEREST





SECTION II.1. 
Grant of Security.  The Grantor hereby assigns and
pledges to the Administrative Agent for its benefit and the ratable
benefit of each of the Secured Parties, and hereby grants to the
Administrative Agent for the ratable benefit of each of the Secured
Parties, to secure the Secured Obligations, a security interest in
all of the following, whether now or hereafter existing or acquired
by the Grantor (the “Collateral”):





(a)  the
Collateral Account;












(b)  all
Computer Hardware and Software Collateral;





(c)  All
Contracts, together with any Contract Rights arising
thereunder;





(d)   all
Deposit Accounts;





(e)  all
Equipment;





(f)  all
Intellectual Property Collateral;





(g)  all
Inventory;





(h)  all
Investment Property;





(i)  all
Receivables;





(j)  all
Securities Accounts;





(k) All other
Goods, Chattel Paper, Documents, Instruments, and General
Intangibles (including tax refunds) of the Grantor now or hereafter
existing,





(l)  all
books, records, writings, data bases, information and other
property relating to, used or useful in connection with,
evidencing, embodying, incorporating or referring to, any of the
foregoing in this Section 2.1;





(m)  all of
the Grantor’s other property and rights of every kind and
description and interests therein; and





(n)  all
products, offspring, rents, issues, profits, returns, income and
proceeds of and from any and all of the foregoing Collateral
(including proceeds which constitute property of the types
described in clauses (a) through (m) and, to the
extent not otherwise included, all payments under insurance which
the Grantor is entitled to receive (whether or not the
Administrative Agent is the loss payee thereof), or any indemnity,
warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Collateral.












Notwithstanding anything
herein to the contrary, in no event shall the Collateral include,
and the Grantor shall not be deemed to have granted a security
interest in, any of the Grantor's rights or interests in any
license, contract or agreement to which the Grantor is a party or
any of its rights or interests thereunder to the extent, but only
to the extent, that such a grant would, under the express terms of
such license, contract or agreement or otherwise, result in a
breach of the terms of, or constitute a default under such license,
contract or agreement (other than to the extent that any such term
would be rendered ineffective pursuant to Section 9-318(4) of the
Uniform Commercial Code of any relevant jurisdiction or any other
applicable law (including the Bankruptcy Code) or principles of
equity); provided, that immediately upon the
ineffectiveness, waiver, lapse or termination of any such
provision, the Collateral shall include, and the Grantor shall have
granted a security interest in, all such rights and interests as if
such provision had never been in effect.





SECTION II.2. 
Security for Obligations.  This Security Agreement
secures the payment of all Obligations of the Grantor now or
hereafter existing under the Credit Agreement, each other Loan
Document and each Interest Rate Hedging Agreement, whether for
principal, interest, costs, fees, expenses, Interest Rate Hedging
Obligations or otherwise, with all such obligations being
collectively referred to as the “Secured
Obligations”.





SECTION II.3. 
Continuing Security Interest; Transfer of Notes.  This
Security Agreement shall create a continuing security interest in
the Collateral and shall





(a)  remain in
full force and effect until the Termination Date;





(b)  be
binding upon the Grantor and its successors, transferees and
assigns; and





(c)  inure,
together with the rights and remedies of the Administrative Agent
hereunder, to the benefit of the Administrative Agent and each
other Secured Party.





Without limiting the
generality of the foregoing clause (c), any Lender may
assign or otherwise transfer (in whole or in part) any Note or
Credit Extension held by it to any other Person or entity, and such
other Person or entity shall thereupon become vested with all the
rights and benefits in respect thereof granted to such Lender under
any Loan Document (including this Security Agreement) or otherwise,
subject, however, to any contrary provisions in such assignment or
transfer, and to the provisions ofSection 11.11 and Article
X of the Credit Agreement. Upon (i) the sale, transfer or other
disposition of Collateral in accordance with the Credit Agreement
or (ii) the occurrence of the Termination Date, the security
interests granted herein shall automatically terminate with respect
to (x) such Collateral (in the case of clause (i)) or (y) all
Collateral (in the case of clause (ii)), and at such time the
Administrative Agent will, at the Grantor’s sole expense,
execute and deliver to the Grantor (without any representations,
warranties or recourse to the Administrative Agent), such documents
as the Grantor shall reasonably request to evidence such
termination.





SECTION II.4. 
Grantor Remains Liable.  Anything herein to the
contrary notwithstanding





(a) the Grantor
shall remain liable under the contracts and agreements included in
the Collateral to the extent set forth therein, and shall perform
all of its duties and obligations under such contracts and
agreements to the same extent as if this Security Agreement had not
been executed;









(b)  the
exercise by the Administrative Agent of any of its rights hereunder
shall not release the Grantor from any of its duties or obligations
under any such contracts or agreements included in the Collateral;
and





(c)  neither
the Administrative Agent nor any other Secured Party shall have any
obligation or liability under any such contracts or agreements
included in the Collateral by reason of this Security Agreement,
nor shall the Administrative Agent or any other Secured Party be
obligated to perform any of the obligations or duties of the
Grantor thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder.








                                                                   
ARTICLE III





                                         
REPRESENTATIONS AND WARRANTIES





SECTION
III.1.  Representations and Warranties.  The
Grantor represents and warrants to each Secured Party as set forth
in this Section.





SECTION
III.1.1.  Location of Collateral, etc.  All of the
Equipment and Inventory of the Grantor is located at the places
specified in Item A and Item B, respectively, of
Schedule I hereto.  None of the Equipment and
Inventory has, within the four months preceding the date of this
Security Agreement, been located at any place other than the places
specified in Item A and Item B, respectively, of
Schedule I hereto except as set forth in a footnote
thereto.  The place(s) of business and chief executive office
of the Grantor and the office(s) where the Grantor keeps its
records concerning the Receivables, and all originals of all
Chattel Paper  which evidence Receivables, are located at the
address set forth in Item C of Schedule I
hereto.  The Grantor has no trade names other than those set
forth in Item D of Schedule I hereto.  During
the four months preceding the date hereof, the Grantor has not been
known by any legal name different from the one set forth on the
signature page hereto, nor has the Grantor been the subject of any
merger or other corporate reorganization, except as set forth in
Item E of Schedule I hereto.  If the Collateral
includes any Inventory located in the State of California, the
Grantor is not a “retail merchant” within the meaning
of Section 9102 of the Uniform Commercial Code - Secured
Transactions of the State of California.  All Receivables
evidenced by a promissory note or other Instrument, negotiable
Document or Chattel Paper have been duly endorsed and accompanied
by duly executed instruments of transfer or assignment, all in form
and substance satisfactory to the Administrative Agent and
delivered and pledged to the Administrative Agent pursuant to
Section 4.1.7.












SECTION
III.1.2.  Ownership, No Liens, etc.  The Grantor
owns its Collateral free and clear of any Lien, security interest,
charge or encumbrance except for the security interest created by
this Security Agreement and except as permitted by the Credit
Agreement.  No effective financing statement or other
instrument similar in effect covering all or any part of the
Collateral is on file in any recording office, except such as may
have been filed in favor of the Administrative Agent relating to
this Security Agreement or as have been filed in connection with
Liens permitted pursuant to Section 8.3 of the Credit
Agreement.





SECTION
III.1.3.  Possession and Control.  The Grantor has
exclusive possession and control of its Equipment and
Inventory.





SECTION
III.1.4.  Negotiable Documents, Instruments and Chattel
Paper.  The Grantor has, contemporaneously herewith,
delivered to the Administrative Agent possession of all originals
of all negotiable Documents, Instruments and Chattel Paper
currently owned or held by the Grantor (duly endorsed in blank, if
requested by the Administrative Agent).





SECTION
III.1.5.  Intellectual Property Collateral.  With
respect to any Intellectual Property Collateral the loss,
impairment or infringement of which might have a Material Adverse
Effect:





(a)  such
Intellectual Property Collateral is subsisting and has not been
adjudged invalid or unenforceable, in whole or in part;





(b)  such
Intellectual Property Collateral is valid and enforceable;





(c)  the
Grantor has made all necessary filings and recordations to protect
its interest in such Intellectual Property Collateral, including
recordations of all of its interests in the Patent Collateral and
Trademark Collateral in the United States Patent and Trademark
Office and in corresponding offices throughout the world and its
claims to the Copyright Collateral in the United States Copyright
Office and in corresponding offices throughout the world;





(d)  other
than as previously disclosed to the Administrative Agent, the
Grantor is the exclusive owner of the entire and unencumbered
right, title and interest in and to such Intellectual Property
Collateral and no claim has been made that the use of such
Intellectual Property Collateral does or may violate the asserted
rights of any third party; and





(e)  the
Grantor has performed and will continue to perform all acts and has
paid and will continue to pay all required fees and taxes to
maintain each and every item of Intellectual Property Collateral in
full force and effect throughout the world, as applicable, unless
the Grantor (i) has reasonably and in good faith determined that
any of the Intellectual Property Collateral is of negligible
economic value to the Grantor, or (ii) has a valid business purpose
to do otherwise..












The Grantor owns directly
or is entitled to use by license or otherwise, all patents,
Trademarks, Trade Secrets, copyrights, mask works, licenses,
technology, know-how, processes and rights with respect to any of
the foregoing used in, necessary for or of importance to the
conduct of the Grantor’s business.





SECTION
III.1.6.  Validity, Priority, etc.  Assuming the
proper filing of one or more financing statements identifying the
Collateral with the proper local, state and/or federal authorities,
the security interests in the Collateral granted to the
Administrative Agent hereunder constitute valid and continuing
first priority perfected secu­rity interests in the Collateral,
securing payment of the Secured Obligations, to the extent such
security interests may be perfected by the filing of financing
statements (except to the extent that any Lien permitted under the
Credit Agreement is prior to the liens granted to the
Administrative Agent hereunder).





SECTION
III.1.7.  Authorization, Approval, etc.  Except as
have been obtained or made and are in full force and effect, no
authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is
required either





(a)  for the
grant by the Grantor of the security interest granted hereby or for
the execution, delivery and performance of this Security Agreement
by the Grantor; or





(b)  for the
perfection of or the exercise by the Administrative Agent of its
rights and remedies hereunder.





SECTION
III.1.8.  Compliance with Laws.  The Grantor is in
compliance with the requirements of all applicable laws (including
the provisions of the Fair Labor Standards Act), rules, regulations
and orders of every governmental authority, the non-compliance with
which might have a Material Adverse Effect or which might
materially adversely affect the value of the Collateral or the
worth of the Collateral as collateral security.








                                                                   
ARTICLE IV





                                                                 
COVENANTS





SECTION IV.1. 
Certain Covenants.  The Grantor covenants and agrees
that until the Termination Date has occurred, the Grantor will
perform, comply with and be bound by the obligations set forth in
this Article.





SECTION
IV.1.1.  As to Equipment and Inventory.  The
Grantor hereby agrees that it shall












(a)  keep all
the Equipment and Inventory (other than Inventory sold in the
ordinary course of business, or except as otherwise provided in the
Credit Agreement or any of the other Loan Documents) at the places
therefor specified in Section 3.1.1 or, upon 30 days’
prior written notice to the Administrative Agent, at such other
places in a jurisdiction where all representations and warranties
set forth in Article III shall be true and correct, and
all action required pursuant to the first sentence of
Section 4.1.7 shall have been taken with respect to the
Equipment and Inventory (collectively, “Specified
Locations”); provided, however, that the
Grantor may move and/or maintain certain items of Equipment at
locations other than at Specified Locations so long as the value of
Collateral of this type of the Grantor and similar Collateral (as
defined in the Subsidiary Security Agreement) of the Guarantors,
shall not exceed $2,000,000 at any time;





(b)  cause the
Equipment to be maintained and preserved in the same
condition, repair and working order as when new, ordinary wear and
tear excepted, and in accordance with any manufacturer’s
manual or good business practice; and forthwith, or in the case of
any loss or damage to any of the Equipment, as quickly as
practicable after the occurrence thereof, make or cause to be made
all repairs, replacements, and other improvements in connection
therewith which are necessary or desirable to such end; and
promptly furnish to the Administrative Agent a statement respecting
any material loss or damage to any of the Equipment; and





(c)  pay
promptly when due all property and other taxes, assessments and
governmental charges or levies imposed upon, and all claims
(including claims for labor, materials and supplies) against, the
Equipment and Inventory, except to the extent the validity thereof
is being contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP have been set
aside.





SECTION
IV.1.2.  As to Receivables and Contracts.





(a)  The
Grantor shall keep its place(s) of business and chief executive
office and the office(s) where it keeps its records concerning the
Receivables, and all originals of all Chattel Paper which
evidences Receivables, located at the address(es) set forth in
Item C of Schedule I hereto, or, upon 30 days’
prior written notice to the Administrative Agent, at such other
locations in a jurisdiction where all actions required by the first
sentence of Section 4.1.7 shall have been taken with respect
to the Receivables; not change its name except upon 30 days’
prior written notice to the Administrative Agent; hold and preserve
such records and Chattel Paper; and permit representatives of the
Administrative Agent at any time during normal business hours to
inspect (upon reasonable prior written notice so long as no Event
of Default shall have occurred or be continuing) and make abstracts
from such records and Chattel Paper.  In addition, the Grantor
shall give the Administrative Agent a supplement to Schedule
I hereto on each date a Compliance Certificate is required to
be delivered to the Administrative Agent under the Credit
Agreement, which shall set forth any changes to the information set
forth in Section 3.1.1.












(b)  Upon
written notice by the Administrative Agent to the Grantor pursuant
to this clause, all proceeds of Collateral received by the Grantor
shall be delivered in kind to the Administrative Agent for deposit
to a deposit account (the “Collateral Account”)
of the Grantor maintained with the Administrative Agent, and the
Grantor shall not commingle any such proceeds, and shall hold
separate and apart from all other property, all such proceeds in
express trust for the benefit of the Administrative Agent until
delivery thereof is made to the Administrative Agent.  The
Administrative Agent will not give the notice referred to in the
preceding sentence unless there shall have occurred and be
continuing a Default of the nature set forth in Section 9.1(i) of
the Credit Agreement or an Event of Default.





(c)  The
Administrative Agent shall have the right to apply any amount in
the Collateral Account to the payment of any Secured Obligations
which are due and payable or payable upon demand, or to the payment
of any Secured Obligations at any time that an Event of Default
shall exist.





(d)  The
Grantor will not enter into any government contract which prohibits
      assignment to the Administrative
Agent of all payments due or to become due under each of such
contractions, other than contracts for which the government has
determined that a prohibition on assignment of claims is in the
government's interest.





(e) The Grantor
shall not cause the aggregate value of Receivables or Contracts or
Contract Rights and the value of similar Receivables and Contracts
(as defined in the Subsidiary Security Agreement) as to which a
Lien in favor of the Administrative Agent cannot be granted
hereunder pursuant to the final paragraph of Section 2.1, or
pursuant to the Subsidiary Security Agreement, to exceed $5,000,000
at any time.





SECTION
IV.1.3.  As to Collateral.












(a)  Until the
occurrence and continuance of a Default of the nature set forth in
Section 9.1(i) of the Credit Agreement or an Event of Default, and
such time as the Administrative Agent shall notify the
Grantor of the revocation of such power and authority the
Grantor (i) may in the ordinary course of its business (except as
otherwise permitted under the Credit Agreement), at its own
expense, sell, lease or furnish under the contracts of service any
of the Inventory normally held by the Grantor for such purpose, and
use and consume, in the ordinary course of its business (except as
otherwise permitted under the Credit Agreement), any raw materials,
work in process or materials normally held by the Grantor for such
purpose, (ii) will, at its own expense, endeavor to collect, as and
when due, all amounts due with respect to any of the Collateral,
including the taking of such action with respect to such collection
as the Administrative Agent may reasonably request following the
occurrence of a Default of the nature set forth in Section 9.1(i)
of the Credit Agreement or an Event of Default or, in the absence
of such request, as the Grantor may deem advisable, and (iii) may
grant, in the ordinary course of business (except as otherwise
permitted under the Credit Agreement), to any party obligated on
any of the Collateral, any rebate, refund or allowance to which
such party may be lawfully entitled, and may accept, in connection
therewith, the return of goods, the sale or lease of which shall
have given rise to such Collateral.  The Administrative Agent,
however, may, at any time following a Default of the nature set
forth in Section 9.1(i) of the Credit Agreement or an Event of
Default, whether before or after any revocation of such power and
authority or the maturity of any of the Secured Obligations, notify
any parties obligated on any of the Collateral to make payment to
the Administrative Agent of any amounts due or to become due
thereunder and enforce collection of any of the Collateral by suit
or otherwise and surrender, release, or exchange all or any part
thereof, or compromise or extend or renew for any period (whether
or not longer than the original period) any indebtedness thereunder
or evidenced thereby.  Upon request of the Administrative
Agent following a Default of the nature set forth in Section 9.1(i)
of the Credit Agreement or an Event of Default, the Grantor will,
at its own expense, notify any parties obligated on any of the
Collateral to make payment to the Administrative Agent of any
amounts due or to become due thereunder.





(b)  The
Administrative Agent is authorized to endorse, in the name of the
Grantor, any item, howsoever received by the Administrative Agent,
representing any payment on or other proceeds of any of the
Collateral.





SECTION
IV.1.4.  As to Intellectual Property Collateral. 
The Grantor covenants and agrees to comply with the following
provisions as such provisions relate to any Intellectual Property
Collateral of the Grantor:





(a) The Grantor
shall not do any act, or omit to do any act, whereby any of the
Patent Collateral may lapse or become abandoned or dedicated to the
public or unenforceable, unless the Grantor shall either (i)
reasonably and in good faith determine that any of the Patent
Collateral is of negligible economic value to the Grantor, or (ii)
have a valid business purpose to do otherwise.





(b) The Grantor
shall not, and the Grantor shall not permit any of its licensees
to:





(i)  fail to
continue to use any of the Trademark Collateral in order to
maintain all of the Trademark Collateral in full force free from
any claim of abandonment for non-use,





(ii)  fail to
maintain as in the past the quality of products and services
offered under all of the Trademark Collateral,





(iii)  fail to
employ all of the Trademark Collateral registered with any
Federal or state or foreign authority with an appropriate notice of
such registration,





(iv)  adopt or
use any other Trademark which is confusingly similar or a colorable
imitation of any of the Trademark Collateral,












(v)  use any
of the Trademark Collateral registered with any Federal or state or
foreign authority except for the uses for which registration or
application for registration of all of the Trademark Collateral has
been made, and





(vi)  do or
permit any act or knowingly omit to do any act whereby any of the
Trademark Collateral may lapse or become invalid or
unenforceable,





unless the Grantor shall
either (i) reasonably and in good faith determine that any of the
Trademark Collateral is of negligible economic value to the
Grantor, or (ii) have a valid business purpose to do
otherwise.





(c) The Grantor
shall not do or permit any act or knowingly omit to do any act
whereby any of the Copyright Collateral or any of the Trade Secrets
Collateral may lapse or become invalid or unenforceable or placed
in the public domain except upon expiration of the end of an
unrenewable term of a registration thereof, unless the Grantor
shall either (i)  reasonably and in good faith determine that
any of the Copyright Collateral or any of the Trade Secrets
Collateral is of negligible economic value to the Grantor, or
(ii)  have a valid business purpose to do otherwise.





(d)  The
Grantor shall notify the Administrative Agent immediately if it
knows, or has reason to know, that any application or registration
relating to any material item of the Intellectual Property
Collateral may become abandoned or dedicated to the public or
placed in the public domain or invalid or unenforceable, or of any
adverse determination or development (including the institution of,
or any such determination or development in, any proceeding in the
United States Patent and Trademark Office, the United States
Copyright Office or any foreign counterpart thereof or any court)
regarding the Grantor’s ownership of any of the Intellectual
Property Collateral, its right to register the same or to keep and
maintain and enforce the same.





(e) In no event
shall the Grantor or any of its agents, employees, designees or
licensees file an application for the registration of any
Intellectual Property Collateral with the United States Patent and
Trademark Office, the United States Copyright Office or any similar
office or agency in any other country or any political subdivision
thereof, unless it promptly upon such filing informs the
Administrative Agent, and upon request of the Administrative Agent,
executes and delivers any and all agreements, instruments,
documents and papers as the Administrative Agent may reasonably
request to evidence the Administrative Agent’s security
interest in such Intellectual Property Collateral and the goodwill
and general intangibles of the Grantor relating thereto or
represented thereby.












(f) The Grantor
shall take all necessary steps, including in any proceeding
before the United States Patent and Trademark Office, the United
States Copyright Office or any similar office or agency in any
other country or any political subdivision thereof, to maintain and
pursue any application (and to obtain the relevant registration)
filed with respect to, and to maintain any registration of, the
Intellectual Property Collateral, including the filing of
applications for renewal, affidavits of use, affidavits of
incontestability and opposition, interference and cancellation
proceedings and the payment of fees and taxes (except to the extent
that dedication, abandonment or invalidation is permitted under the
foregoing clauses (a), (b) and (c)).





(g) The Grantor
shall, contemporaneously herewith, execute and deliver to the
Administrative Agent a Patent Security Agreement, a Trademark
Security Agreement and a Copyright Security Agreement in the forms
of Exhibit A, Exhibit B and Exhibit C
hereto, respectively, and shall execute and deliver to the
Administrative Agent any other document required to acknowledge or
register or perfect the Administrative Agent’s interest in
any part of the Intellectual Property Collateral.





SECTION
IV.1.5.  Insurance.  The Grantor will maintain or
cause to be maintained with responsible insurance companies
insurance with respect to its business and properties (including
the Equipment and Inventory) against such casualties and
contingencies and of such types and in such amounts as is required
pursuant to the Credit Agreement and will, upon the request of the
Administrative Agent, furnish a certificate of a reputable
insurance broker setting forth the nature and extent of all
insurance maintained by the Grantor in accordance with this
Section.  Without limiting the foregoing, the Grantor further
agrees as follows:





(a)  Each
policy for property insurance shall show the Administrative Agent
as loss payee.





(b)  Each
policy for liability insurance shall show the Administrative Agent
as an additional insured.





(c)  Each
insurance policy shall provide that at least 30 days’ prior
written notice of cancellation or of lapse shall be given to the
Administrative Agent by the insured (or at least 10 days’
prior written notice of cancellation shall be given with respect to
failure to pay the premium).





(d)  The
Grantor shall, if so requested by the Administrative Agent, deliver
to the Administrative Agent a copy of each insurance policy.





SECTION
IV.1.6.  Transfers and Other Liens.  The Grantor
shall not:





(a)  sell,
assign (by operation of law or otherwise) or otherwise dispose of
any of the Collateral, except as permitted by the Credit Agreement;
or












(b)  create or
suffer to exist any Lien or other charge or encumbrance upon or
with respect to any of the Collateral to secure Indebtedness of any
Person or entity, except for the security interest created by this
Security Agreement and except as permitted by the Credit
Agreement.





SECTION
IV.1.7.  Further Assurances, etc.  The Grantor
agrees that, from time to time at its own expense, it will promptly
execute and deliver all further instruments and documents, and take
all further action, that may be necessary or desirable (provided
that it is reasonable), or that the Administrative Agent may
reasonably request, in order to perfect, preserve and protect any
security interest granted or purported to be granted hereby or to
enable the Administrative Agent to exercise and enforce its rights
and remedies hereunder with respect to any Collateral. 
Without limiting the generality of the foregoing, the Grantor
will





(a)  mark
conspicuously each Document (evidencing title) included in the
Inventory, each Chattel Paper included in the Receivables and each
Contract and, at the request of the Administrative Agent, upon the
occurrence and during the continuance of an Event of Default each
of its records pertaining to the Collateral with a legend, in form
and substance satisfactory to the Administrative Agent, indicating
that such Document, Chattel Paper, Contract or Collateral is
subject to the security interest granted hereby;





(b)  if any
Receivable shall be evidenced by a promissory note or other
Instrument, negotiable Document or Chattel Paper, deliver and
pledge to the Administrative Agent hereunder such promissory note,
instrument, negotiable Document or Chattel Paper duly endorsed and
accompanied by duly executed Instruments of transfer or assignment,
all in form and substance satisfactory to the Administrative
Agent;





(c)  execute
and file such financing or continuation statements, or amendments
thereto, and such other instruments or notices as may be necessary
or desirable (provided that it is reasonable), or as the
Administrative Agent may reasonably request, in order to perfect
and preserve the security interests and other rights granted or
purported to be granted to the Administrative Agent hereby;





(d)  promptly
execute and file any of notice or other required form under or
pursuant to the federal assignment of claims statute, 31 U.S.C.
§ 3727, any successor or amended version thereof or any
regulation promulgated under or pursuant to any version thereof, as
the Administrative Agent may reasonably request; and





(e)  furnish
to the Administrative Agent, from time to time at the
Administrative Agent’s request, statements and schedules
further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Administrative
Agent may reasonably request, all in reasonable detail.












With respect to the
foregoing and the grant of the security interest hereunder, the
Grantor hereby authorizes the Administrative Agent to file one or
more financing or continuation statements, and amendments thereto,
relative to all or any part of the Collateral without the signature
of the Grantor where permitted by law.  A carbon, photographic
or other reproduction of this Security Agreement or any financing
statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by
law.








                                                                   
ARTICLE V





                                                  
THE ADMINISTRATIVE AGENT





SECTION
V.1.Administrative Agent Appointed Attorney-in-Fact. 
The Grantor hereby irrevocably appoints the Administrative Agent
the Grantor’s attorney-in-fact, with full authority in the
place and stead of the Grantor and in the name of the Grantor or
otherwise, from time to time in the Administrative Agent’s
discretion, following the occurrence and continuation of a Default
of the nature set forth in Section 9.1(i) of the Credit Agreement
or an Event of Default, to take any action and to execute any
instrument which the Administrative Agent may deem necessary or
advisable to accomplish the purposes of this Security Agreement,
including:





(a)  to ask,
demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or
in respect of any of the Collateral;





(b)  to
receive, endorse, and collect any drafts or other Instruments,
Documents and Chattel Paper, in connection with clause (a)
above;





(c)  to file
any claims or take any action or institute any proceedings which
the Administrative Agent may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the
rights of the Administrative Agent with respect to any of the
Collateral; and





(d)  to
perform the affirmative obligations of the Grantor hereunder
(including all obligations of the Grantor pursuant to Section
4.1.7).





The Grantor hereby
acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an
interest.





SECTION V.2.
  Administrative Agent May Perform.  If any
Grantor fails to perform any agreement contained herein, the
Administrative Agent may itself perform, or cause performance of,
such agreement, and the expenses of the Administrative Agent
incurred in connection therewith shall be payable by the Grantor
pursuant to Section 6.2.












SECTION V.3.
  Administrative Agent Has No Duty.  In addition
to, and not in limitation of, Section 2.4, the powers
conferred on the Administrative Agent hereunder are solely to
protect its interest (on behalf of the Secured Parties) in the
Collateral and shall not impose any duty on it to exercise any such
powers.  Except for reasonable care of any Collateral in its
possession and the accounting for moneys actually received by it
hereunder, the Administrative Agent shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve
rights against prior parties or any other rights pertaining to any
Collateral.





SECTION 5.4. 
Reasonable Care.  Other than the exercise of reasonable
care in the custody and preservation of the Collateral, the
Administrative Agent shall have no duty with respect thereto. 
The Administrative Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral
in its possession if the Collateral is accorded treatment
substantially equal to that which the Administrative Agent accords
its own property.  The Administrative Agent shall not be
liable or responsible for any loss or damage to any of the
Collateral, or for any diminution in the value thereof, by reason
of the act or omission of any agent or bailee selected by the
Administrative Agent in good faith.








                                                                   
ARTICLE VI





                                                                    
REMEDIES





SECTION VI.1. 
Certain Remedies.  If any Event of Default shall have
occurred and be continuing:





(a)  The
Administrative Agent may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured
party on default under the U.C.C. (whether or not the U.C.C.
applies to the affected Collateral) and also may





(i)  require
the Grantor to, and the Grantor hereby agrees that it will, at its
expense and upon request of the Administrative Agent forthwith,
assemble all or part of the Collateral as directed by the
Administrative Agent and make it available to the Administrative
Agent at a place to be designated by the Administrative Agent which
is reasonably convenient to both parties,












(ii)  without
notice except as specified below, sell the Collateral or any part
thereof in one or more parcels at public or private sale, at any of
the Administrative Agent’s offices or elsewhere, for cash, on
credit or for future delivery, and upon such other terms as the
Administrative Agent may deem commercially reasonable.  The
Grantor agrees that, to the extent notice of sale shall be required
by law, at least ten days’ prior notice to the Grantor of the
time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable
notification.  The Administrative Agent shall not be obligated
to make any sale of Collateral regardless of notice of sale having
been given.  The Administrative Agent may adjourn any public
or private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned,





(iii) 
withdraw all monies, securities and Instruments in the Collateral
                 
Account for application to the Obligations, and





(iv)  license
or sublicense, whether on an exclusive or nonexclusive
                   
basis, any Trademark Collateral, Patent Collateral or Copyright
Collateral included in the Intellectual Property Collateral for
such term and on such conditions and in such manner as the
Administrative Agent shall in its sole judgment determine (taking
into account such provisions as may be necessary to protect and
preserve the validity or enforceability of such Trademark
Collateral, Patent Collateral or Copyright Collateral included in
the Intellectual Property Collateral).





(b)  All cash
proceeds received by the Administrative Agent in respect
of any sale of, collection from, or other realization upon all
or any part of the Collateral may, in the discretion of the
Administrative Agent, be held by the Administrative Agent as
collateral for, and/or then or at any time thereafter applied
(after payment of any amounts payable to the Administrative Agent
pursuant to Section 6.2) in whole or in part by the
Administrative Agent for the ratable benefit of the Secured Parties
against, all or any part of the Secured Obligations in such order
as the Administrative Agent shall elect.  Any surplus of such
cash or cash proceeds held by the Administrative Agent and
remaining after payment in full in cash of all the Secured
Obligations shall be paid over to the applicable Grantor or to
whomsoever may be lawfully entitled to receive such surplus.





SECTION VI.2. 
Indemnity and Expenses.





(a)  The
Grantor agrees to indemnify the Administrative Agent and the other
Secured Parties from and against any and all claims, losses and
liabilities arising out of or resulting from this Security
Agreement (including enforcement of this Security Agreement),
except claims, losses or liabilities resulting from the gross
negligence or wilful misconduct of the Administrative Agent or the
other Secured Parties.





(b)  The
Grantor will upon demand pay to the Administrative Agent and the
other Secured Parties the amount of any and all reasonable
expenses, including the reasonable fees and disbursements of its
counsel and of any experts and agents, which the Administrative
Agent may incur in connection with





(i)  the
administration of this Security Agreement,





(ii)  the
custody, preservation, use or operation of, or the sale of,
collection from, or other realization upon, any of the Collateral,
and












(iii)  the
exercise or enforcement of any of the rights of the
Administrative Agent or the Secured Parties hereunder, or





  (iv) the failure by
any Grantor to perform or observe any of the provisions
hereof.





The provisions of this
Section 6.2 shall survive the Termination Date.








                                                                  
ARTICLE VII





                                                 
MISCELLANEOUS PROVISIONS





SECTION
VII.1.  Loan Document.  This Security Agreement is
a Loan Document executed pursuant to the Credit Agreement and
shall (unless otherwise expressly indicated herein) be construed,
administered and applied in accordance with the terms and
provisions thereof including Article XI thereof.





SECTION
VII.2.  Amendments; etc.  No amendment to or
waiver of any provision of this Security Agreement nor consent
to any departure by any Grantor here from, shall in any event be
effective unless the same shall be in writing and signed by the
Administrative Agent (on behalf of the Lenders or the Required
Lenders, as the case may be), and then such waiver or consent shall
be effective only in the specific instance and for the specific
purpose for which given.





SECTION
VII.3.  Notices.  All notices and other
communications provided for hereunder shall be in writing
(including facsimile communication) and, if to any Grantor, mailed
or telecopied or delivered to it, addressed to it at the address
specified in the Credit Agreement, if to either Administrative
Agent, mailed or telecopied or delivered to it, addressed to it at
the address of such Administrative Agent specified in the Credit
Agreement.  All such notices and other communications, when
mailed and properly addressed with postage prepaid or if properly
addressed and sent by pre-paid courier service, shall be deemed
given when received; any such notice or communication, if
transmitted by telecopier, shall be deemed given when transmitted
and electronically confirmed.





SECTION
VII.4.  Captions.  Section captions used in
this Security Agreement are for convenience of reference only,
and shall not affect the construction of this Security
Agreement.





SECTION
VII.5.  Severability.  Wherever possible each
provision of this Security Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but
if any provision of this Security Agreement shall be prohibited by
or invalid under such law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of this
Security Agreement.












SECTION
VII.6.  Counterparts.  This Security Agreement may
be executed by the parties hereto in several counterparts, each of
which shall be deemed an original and all of which shall constitute
together but one and the same agreement.





SECTION
VII.7.  Governing Law, Entire Agreement, etc. 
THIS SECURITY AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND
5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),
EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE
SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF
ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.  THIS SECURITY
AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE
UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL,
WITH RESPECT THERETO.












IN WITNESS WHEREOF, the
Grantor has caused this Security Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date
first above written.








THE TITAN CORPORATION, as
Grantor








By                                                                   


Name: Ray
Guillaume


Title:  
Assistant Treasurer











CREDIT SUISSE FIRST
BOSTON, as Administrative Agent








By                                                                   


Name:  Thomas G.
Muoio


Title:  Vice
President








By                                                                   


Name:


Title:





















                                                                                                                                                   
SCHEDULE I


                                                                                                                                        
to Security Agreement


                                                                                                                                                                          





Item A.  Location
of Equipment





                                           
Description                                                             
Location











Item B.  Location
of Inventory





                                           
Description                                                             
Location











Item C.  Location
of Lock Boxes


                                                                                             
Contact


        
Bank Name and Address      
   Account
Number        
Person








Item D.  Place(s)
of Business and Chief Executive Office








Item E.  Trade
Names








Item F.  Merger or
Other Corporate Reorganization








Item G.  Location
of Deposit Accounts





                                               
                                              
Contact


        
Bank Name and
Address        
Account
Number        
Person








Item H.  Location
of Securities Accounts





                                                                                       
       Contact


        
Bank Name and
Address        
Account
Number        
Person









                                                                                                                                                  
SCHEDULE II


                                                                                                                                        
to Security Agreement


                                                                                                                                                                          





Item A. 
Patents








                                                                          
Issued Patents





**Country                     
Patent
No.                   
Issue
Date                   
Inventor(s)                       
Title














                                                               
Pending Patent Applications





*Country                       
Serial
No.                    
Filing
Date                   
Inventor(s)                       
Title














                                                           
Patent Applications in Preparation





  Expected


*Country                       
Docket
No.                 
Filing
Date                   
Inventor(s)                       
Title




















Item B.  Patent
Licenses








*Country
or                                                                          
Effective               
Expiration               
Subject


  Territory
                      
Licensor            
Licensee               
   Date  
                
    Date  
                 
  Matter









                                                                                                                                                 
SCHEDULE III


                                                                                                                                        
to Security Agreement


                                                                                                                                                                          








Item A. 
Trademarks











                                                                   
Registered Trademarks





*Country     
Trademark      
Registration No.      
Registration Date











                                                            
Pending Trademark Applications





*Country     
Trademark         
Serial
No.         
Filing Date











                                                       
Trademark Applications in Preparation





    
Expected 
                   
   Products/


*Country     
Trademark       Docket
No.       Filing
Date    Services











Item B.  Trademark
Licenses





*Country
or                                                                                                         
Effective  Expiration


  Territory
                         
Trademark           
Licensor             
Licensee               
   Date        
Date  












                                                                                                                                                 
SCHEDULE IV


                                                                                                                                        
to Security Agreement


                                                                                                                                                                          








Item A. 
Copyrights/Mask Works








                                                         
Registered Copyrights/Mask Works





*Country                     
Registration
No.                         
Registration
Date                       
Author(s)             
Title











                                         
Copyright/Mask Work Pending Registration
Applications





*Country                          
Serial
No.                      
Filing
Date                        
Author(s)                     
Title











                                     
Copyright/Mask Work Registration Applications in
Preparation





  Expected


*Country                          
Docket
No.                   
Filing
Date                        
Author(s)                     
Title














Item B. 
Copyright/Mask Work Licenses





*Country
or                                                                          
Effective                 
Expiration                  
Subject


  Territory
                      
Licensor            
Licensee               
   Date 
                  
    Date  
                    
Matter












                                                                                                                                                  
SCHEDULE V


                                                                                                                                        
to Security Agreement


                                                                                                                                                                          








                                                        
Trade Secret or Know-How Licenses











*Country
or                                                                          
Effective               
Expiration               
Subject


  Territory
                      
Licensor            
Licensee               
   Date 
                
    Date  
                 
Matter






























                                                                                                                                        
EXHIBIT A


                                                                                                                         
to Security Agreement








                                                
PATENT SECURITY AGREEMENT





This PATENT SECURITY
AGREEMENT (this “Agreement”), dated as of
February 23, 2000, is made between THE TITAN CORPORATION, a
Delaware corporation (the “Grantor”), and CREDIT
SUISSE FIRST BOSTON (“CSFB”), in its capacity as
Administrative Agent (the “Administrative
Agent”) for each of the Secured Parties;








                                                            
W I T N E S S E T H :





WHEREAS, pursuant to a
Senior Secured Credit Agreement, dated as of February 23, 2000 (as
amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among the
Grantor, the various financial institutions as are or may become
parties thereto (the “Lenders”), CSFB, 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, the
Lenders and the Issuers have extended Commitments to make Credit
Extensions to the Grantor;





WHEREAS, in connection
with the Credit Agreement, the Grantor has executed and delivered a
Borrower Security Agreement, dated as of February 23, 2000 (as
amended, restated, supplemented or otherwise modified from time to
time, the “Security Agreement”;





WHEREAS, as a condition
precedent to the making of the Credit Extensions (including the
initial Credit Extension) under the Credit Agreement, the Grantor
is required to execute and deliver this Agreement; and





WHEREAS, the Grantor has
duly authorized the execution, delivery and performance of this
Agreement;





NOW THEREFORE, for good
and valuable consideration the receipt of which is hereby
acknowledged, and in order to induce the Lenders and the Issuers to
make Credit Extensions (including the initial Credit Extension) to
the Grantor pursuant to the Credit Agreement, the Grantor agrees,
for the benefit of each Secured Party, as follows.





SECTION 1. 
Definitions.  Unless otherwise defined herein or the
context otherwise requires, terms used in this Agreement, including
its preamble and recitals, have the meanings provided (or
incorporated by reference) in the Security Agreement.












SECTION 2. 
Grant of Security Interest.  For good and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, to secure all of the Secured Obligations,
the Grantor does hereby mortgage, pledge and hypothecate to the
Administrative Agent, and grant to the Administrative Agent a
security interest in, for its benefit and the benefit of each
Secured Party, all of the following property (the “Patent
Collateral”), whether now owned or hereafter acquired or
existing by it:





(a)  all letters
patent and applications for letters patent throughout the world,
including all patent applications in preparation for filing
anywhere in the world and including each patent and patent
application referred to in Item A of Attachment 1
attached hereto;





(b)  all reissues,
divisions, continuations, continuations-in-part, extensions,
renewals and reexaminations of any of the items described in
clause (a);





(c)  all patent
licenses, including each patent license referred to in Item
B of Attachment 1 attached hereto; and





(d)  all proceeds of,
and rights associated with, the foregoing (including license
royalties and proceeds of infringement suits), the right to sue
third parties for past, present or future infringements of any
patent or patent application, including any patent or patent
application referred to in Item A of Attachment 1
attached hereto, and for breach or enforcement of any patent
license, including any patent license referred to in Item B
of Attachment 1 attached hereto, and all rights
corresponding thereto throughout the world.





SECTION 3. 
Security Agreement.  This Agreement has
been executed and delivered by the Grantor for the purpose of
registering the security interest of the Administrative Agent in
the Patent Collateral with the United States Patent and Trademark
Office and corresponding offices in other countries of the
world.  The security interest granted hereby has been
granted as a supplement to, and not in limitation of, the security
interest granted to the Administrative Agent for its benefit and
the benefit of each Secured Party under the Security
Agreement.  The Security Agreement (and all rights and
remedies of the Administrative Agent and each Secured Party
thereunder) shall remain in full force and effect in accordance
with its terms.





SECTION 4. 
Release of Security Interest.  Upon the Termination
Date, the Administrative Agent shall, at the Grantor’s
expense, execute and deliver to the Grantor all Instruments and
other Documents as may be necessary or proper to release the lien
on and security interest in the Patent Collateral which has been
granted hereunder.





SECTION 5. 
Acknowledgment.  The Grantor does hereby
further acknowledge and affirm that the rights and
remedies of the Administrative Agent with respect to the security
interest in the Patent Collateral granted hereby are more fully set
forth in the Security Agreement, the terms and provisions of which
(including the remedies provided for therein) are incorporated by
reference herein as if fully set forth herein.












SECTION 6. 
Loan Document, etc.  This Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered
and applied in accordance with the terms and provisions of the
Credit Agreement.





SECTION 7. 
Counterparts.  This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together
but one and the same agreement.









IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized as
of the day and year first above written.





THE TITAN
CORPORATION








By                                                                   


Name:


Title:











CREDIT SUISSE FIRST
BOSTON,


as Administrative
Agent








By                                                                   


     
Name:


Title:








By                                                                   


     
Name:


Title:


















                                                                                                                                            
ATTACHMENT 1


                                                                                                                             
to Patent Security Agreement








Item A. 
Patents








                                                                          
Issued Patents





*Country                       
Patent
No.                   
Issue
Date                   
Inventor(s)                       
Title














                                                               
Pending Patent Applications





*Country                       
Serial
No.                    
Filing
Date                   
Inventor(s)                       
Title














                                                           
Patent Applications in Preparation





  Expected


*Country                       
Docket
No.                 
Filing
Date                   
Inventor(s)                       
Title











Item B.  Patent
Licenses








*Country
or                                                                          
Effective               
Expiration               
Subject


 
Territory                       
Licensor            
Licensee               
   Date 
                
    Date  
                 
  Matter












                                                                                                                                         
EXHIBIT B


                                                                                                                         
to Security Agreement








                                           
TRADEMARK SECURITY AGREEMENT





This TRADEMARK SECURITY
AGREEMENT (this “Agreement”), dated as of
February 23, 2000, is made between THE TITAN CORPORATION, a
Delaware corporation (the “Grantor”), and CREDIT
SUISSE FIRST BOSTON (“CSFB”), as Administrative
Agent (the “Administrative Agent”) for each of
the Secured Parties;








                                                            
W I T N E S S E T H :





WHEREAS, pursuant to a
Senior Secured Credit Agreement, dated as of February 23, 2000 (as
amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among the
Grantor, the various financial institutions as are or may become
parties thereto (the “Lenders”), CSFB, 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, the
Lenders and the Issuers have extended Commitments to make Credit
Extensions to the Grantor;





WHEREAS, in connection
with the Credit Agreement, the Grantor has executed and delivered a
Borrower Security Agreement, dated as of February 23, 2000 (as
amended, restated, supplemented or otherwise modified from time to
time, the “Security Agreement”;





WHEREAS, as a condition
precedent to the making of the Credit Extensions (including the
initial Credit Extension) under the Credit Agreement, the Grantor
is required to execute and deliver this Agreement; and





WHEREAS, the Grantor has
duly authorized the execution, delivery and performance of this
Agreement;





NOW THEREFORE, for good
and valuable consideration the receipt of which is hereby
acknowledged, and in order to induce the Lenders and the Issuers to
make Credit Extensions (including the initial Credit Extension) to
the Grantor pursuant to the Credit Agreement, the Grantor agrees,
for the benefit of each Secured Party, as follows.





SECTION 1. 
Definitions.  Unless otherwise defined herein or the
context otherwise requires, terms used in this Agreement, including
its preamble and recitals, have the meanings provided (or
incorporated by reference) in the Security Agreement.












SECTION 2. 
Grant of Security Interest.  For good and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, to secure all of the Secured Obligations,
the Grantor does hereby mortgage, pledge and hypothecate to the
Administrative Agent, and grant to the Administrative Agent a
security interest in, for its benefit and the benefit of each
Secured Party, all of the following property (the
“Trademark Collateral”), whether now owned or
hereafter acquired or existing by it:





(a)  all trademarks,
trade names, corporate names, company names, business names,
fictitious business names, trade styles, service marks,
certification marks, collective marks, logos, other source of
business identifiers, prints and labels on which any of the
foregoing have appeared or appear, designs and general intangibles
of a like nature (all of the foregoing items in this clause
(a) being collectively called a
“Trademark”), now existing anywhere in the world
or hereafter adopted or acquired, whether currently in use or not,
all registrations and recordings thereof and all applications in
connection therewith, whether pending or in preparation for filing,
including registrations, recordings and applications in the United
States Patent and Trademark Office or in any office or agency of
the United States of America or any State thereof or any foreign
country, including those referred to in Item A of
Attachment 1 attached hereto;





(b)  all Trademark
licenses, including each Trademark license referred to in Item
B of Attachment 1 attached hereto;





(c)  all reissues,
extensions or renewals of any of the items described in clauses
(a) and (b);





(d)  all of the
goodwill of the business connected with the use of, and symbolized
by the items described in, clauses (a) and (b);
and





(e)  all proceeds of,
and rights associated with, the foregoing, including any claim by
the Grantor against third parties for past, present or future
infringement or dilution of any Trademark, Trademark registration
or Trademark license, including any Trademark, Trademark
registration or Trademark license referred to in Item A and
Item B of Attachment 1 attached hereto, or for any
injury to the goodwill associated with the use of any such
Trademark or for breach or enforcement of any Trademark
license.












SECTION 3. 
Security Agreement.  This Agreement has
been executed and delivered by the Grantor for the purpose of
registering the security interest of the Administrative Agent in
the Trademark Collateral with the United States Patent and
Trademark Office and corresponding offices in other countries of
the world.  The security interest granted hereby has been
granted as a supplement to, and not in limitation of, the security
interest granted to the Administrative Agent for its benefit and
the benefit of each Secured Party under the Security
Agreement.  The Security Agreement (and all rights and
remedies of the Administrative Agent and each Secured Party
thereunder) shall remain in full force and effect in accordance
with its terms.





SECTION 4. 
Release of Security Interest.  Upon the Termination
Date, the Administrative Agent shall, at the Grantor’s
expense, execute and deliver to the Grantor all Instruments and
other Documents as may be necessary or proper to release the lien
on and security interest in the Trademark Collateral which has been
granted hereunder.





SECTION 5. 
Acknowledgment.  The Grantor does hereby
further acknowledge and affirm that the rights and
remedies of the Administrative Agent with respect to the security
interest in the Trademark Collateral granted hereby are more fully
set forth in the Security Agreement, the terms and provisions of
which (including the remedies provided for therein) are
incorporated by reference herein as if fully set forth herein.





SECTION 6. 
Loan Document, etc.  This Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered
and applied in accordance with the terms and provisions of the
Credit Agreement.





SECTION 7. 
Counterparts.  This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together
but one and the same agreement.









IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and
delivered by their respective  officers thereunto duly
authorized as of the day and year first above written.





THE TITAN
CORPORATION








By                                                                   


  Name:


Title:











CREDIT SUISSE FIRST
BOSTON,


as Administrative
Agent








By                                                                   


  Name:


  Title:








By                                                                   


  Name:


  Title:


















                                                                                                                                          
ATTACHMENT 1


                                                                                                                                                  
to Trademark


                                                                                                                                       
  Security Agreement








Item A. 
Trademarks








                                                                  
Registered Trademarks





*Country     
Trademark     Registration
No.       Registration
Date














                                                          
Pending Trademark Applications





*Country     
Trademark       
   Serial
No.         
Filing Date

















                                                      
Trademark Applications in Preparation





    
Expected 
                   
  Products/


*Country     
Trademark       Docket
No.       Filing
Date   Services




















Item B.  Trademark
Licenses





*Country
or                                                                                                         
Effective  Expiration


  Territory
                         
Trademark           
Licensor             
Licensee               
   Date        
Date  


                                                                                                                                        
EXHIBIT C









                                                                                                                         
to Security Agreement





                                            
COPYRIGHT SECURITY AGREEMENT





This COPYRIGHT SECURITY
AGREEMENT (this “Agreement”), dated as of
February 23, 2000, is made between THE TITAN CORPORATION, a
Delaware corporation (the “Grantor”), and CREDIT
SUISSE FIRST BOSTON (“CSFB”), in its capacity as
Administrative Agent (the “Administrative
Agent”) for each of the Secured Parties;








                                                            
W I T N E S S E T H :





WHEREAS, pursuant to a
Senior Secured Credit Agreement, dated as of February 23, 2000 (as
amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among the
Grantor, the various financial institutions as are or may become
parties thereto (the “Lenders”), CSFB, 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, the
Lenders and the Issuers have extended Commitments to make Credit
Extensions to the Grantor;





WHEREAS, in connection
with the Credit Agreement, the Grantor has executed and delivered a
Borrower Security Agreement, dated as of February 23, 2000 (as
amended, restated, supplemented or otherwise modified from time to
time, the “Security Agreement”;





WHEREAS, as a condition
precedent to the making of the Credit Extensions (including the
initial Credit Extension) under the Credit Agreement, the Grantor
is required to execute and deliver this Agreement; and





WHEREAS, the Grantor has
duly authorized the execution, delivery and performance of this
Agreement;





NOW THEREFORE, for good
and valuable consideration the receipt of which is hereby
acknowledged, and in order to induce the Lenders and the Issuers to
make Credit Extensions (including the initial Credit Extension) to
the Grantor pursuant to the Credit Agreement, the Grantor agrees,
for the benefit of each Secured Party, as follows.





SECTION 1. 
Definitions.  Unless otherwise defined herein or the
context otherwise requires, terms used in this Agreement, including
its preamble and recitals, have the meanings provided (or
incorporated by reference) in the Security Agreement.












SECTION 2. 
Grant of Security Interest.  For good and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, to secure all of the Secured Obligations,
the Grantor does hereby mortgage, pledge and hypothecate to the
Administrative Agent, and grant to the Administrative Agent a
security interest in, for its benefit and the benefit of each
Secured Party, all of the following property (the
“Copyright Collateral”), whether now owned or
hereafter acquired or existing by it, being all copyrights
(including all copyrights for semi-conductor chip product mask
works) of the Grantor, whether statutory or common law, registered
or unregistered, now or hereafter in force throughout the world
including all of the Grantor’s right, title and interest in
and to all copyrights registered in the United States Copyright
Office or anywhere else in the world and also including the
copyrights referred to in Item A of Attachment 1
attached hereto, and all applications for registration thereof,
whether pending or in preparation, all copyright licenses,
including each copyright license referred to in Item B of
Attachment 1 attached hereto, the right to sue for past,
present and future infringements of any thereof, all rights
corresponding thereto throughout the world, all extensions and
renewals of any thereof and all proceeds of the foregoing,
including licenses, royalties, income, payments, claims, damages
and proceeds of suit.





SECTION 3. 
Security Agreement.  This Agreement has
been executed and delivered by the Grantor for the purpose of
registering the security interest of the Administrative Agent in
the Copyright Collateral with the United States Copyright Office
and corresponding offices in other countries of the world. 
The security interest granted hereby has been granted as a
supplement to, and not in limitation of, the security interest
granted to the Administrative Agent for its benefit and the benefit
of each Secured Party under the Security Agreement.  The
Security Agreement (and all rights and remedies of the
Administrative Agent and each Secured Party thereunder) shall
remain in full force and effect in accordance with its terms.





SECTION 4. 
Release of Security Interest.  Upon the Termination
Date, the Administrative Agent shall, at the Grantor’s
expense, execute and deliver to the Grantor all Instruments and
other Documents as may be necessary or proper to release the lien
on and security interest in the Copyright Collateral which has been
granted hereunder.





SECTION 5. 
Acknowledgment.  The Grantor does hereby
further acknowledge and affirm that the rights and
remedies of the Administrative Agent with respect to the security
interest in the Copyright Collateral granted hereby are more fully
set forth in the Security Agreement, the terms and provisions of
which (including the remedies provided for therein) are
incorporated by reference herein as if fully set forth herein.





SECTION 6. 
Loan Document, etc.  This Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered
and applied in accordance with the terms and provisions of the
Credit Agreement.





SECTION 7. 
Counterparts.  This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together
but one and the same agreement.












IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized as
of the day and year first above written.





THE TITAN
CORPORATION








By                                                                   


  Name:


Title:











CREDIT SUISSE FIRST
BOSTON,


as Administrative
Agent








By                                                                   


Name:


Title:








By                                                                   


Name:


Title:


















                                                                                                                                                      
ATTACHMENT 1


                                                                                                                                                                
to Copyright


                                                                                                                                                     
Security Agreement








Item A. 
Copyrights/Mask Works








                                                              
Registered Copyrights/Mask Works





*Country                     
Registration
No.                         
Registration
Date                       
Author(s)             
Title

















                                              
Copyright/Mask Work Pending Registration
Applications





*Country                          
Serial
No.                      
Filing
Date                        
Author(s)                     
Title

















                                          
Copyright/Mask Work Registration Applications in
Preparation





  Expected


*Country                          
Docket
No.                   
Filing
Date                        
Author(s)                     
Title

















Item B. 
Copyright/Mask Work Licenses





*Country
or                                                                          
Effective                 
Expiration                  
Subject


  Territory
                      
Licensor            
Licensee               
   Date 
                  
    Date  
                    
Matter






*     List items related to
the United States first for ease of


      recordation. 
List items related to other countries next,


      grouped by country
and in alphabetical order by country


      name.





*     List items
related to the United States first for ease of


      recordation. 
List items related to other countries next,


      grouped by country
and in alphabetical order by country


      name.





*     List items related to
the United States first for ease of


      recordation. 
List items related to other countries next,


      grouped by country
and in alphabetical order by country


      name.





*           
List items related to the United States first for ease of
recordation.  List items related to other countries next,
grouped by country and in alphabetical order by country name.





*     List items related to
the United States first for ease of


      recordation. 
List items related to other countries next,


      grouped by country
and in alphabetical order by country


      name.





*     List items related to
the United States first for ease of


      recordation. 
List items related to other countries next,


      grouped by country
and in alphabetical order by country


      name.





*     List items related to
the United States first for ease of


      recordation. 
List items related to other countries next,


      grouped by country
and in alphabetical order by country


      name.