Exhibit A-2 - Form of Swing Line Note



  


EXHIBIT A-2











                                                            
SWING LINE NOTE








$10,000,000                                                                                                          
February __, 2000








FOR VALUE RECEIVED,
the undersigned, THE TITAN CORPORATION, a Delaware corporation (the
“Borrower”), promises to pay to the order of
CREDIT SUISSE FIRST BOSTON and its registered assigns (the
“Swing Line Lender”) on the Stated Maturity Date
for all  Revolving Loans, the principal sum of TEN MILLION
DOLLARS ($10,000,000) or, if less, the aggregate unpaid principal
amount of all Swing Line Loans made by the Swing Line Lender
pursuant to that certain Senior Secured Credit Agreement, dated as
of February __, 2000 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, the various financial
institutions (including the Swing Line Lender) as are or may become
parties thereto (collectively, the “Lenders”),
Credit Suisse First Boston, as administrative agent for the Lenders
(the “Administrative Agent”), First Union
Securities, Inc., as Syndication Agent, and The Bank of Nova
Scotia, as Documentation Agent.  Unless otherwise defined,
terms used herein have the meanings provided in the Credit
Agreement.





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





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












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





Any assignment or
transfer of this Swing Line Note shall be effective solely by
registration thereof in the Register pursuant to the Credit
Agreement.





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





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








THE TITAN
CORPORATION








By                                                                               


 
Name:


 
Title:












SWING LINE LOANS AND
PRINCIPAL PAYMENTS












	



     Date

	



        
Amount of


        
Swing Line


   
   Loan Made 

	



Amount
of


Principal


 
Repaid 

	



Unpaid


Principal


 
Balance

	



Total

	



     Notation


    Made
By