Exhibit E - Form of Compliance Certificate



 
                                                                                                                                       
EXHIBIT E











                                                  
COMPLIANCE CERTIFICATE








Credit Suisse First
Boston,


  as
Administrative Agent


Eleven Madison
Avenue


New York, New York
10010





Attention:








                                                   
THE TITAN CORPORATION








Gentlemen and
Ladies:





This Compliance
Certificate is delivered to you pursuant to [Section 5.1(i)]
[clause (c) of Section 7.1] of the Senior Secured Credit Agreement,
dated as of February __, 2000 (as amended, restated, supplemented
or otherwise modified from time to time, the “Credit
Agreement”), among The Titan Corporation, a Delaware
corporation (the “Borrower”), the various
financial institutions as are or may become parties thereto
(collectively, the “Lenders”), Credit Suisse
First Boston, as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”), First
Union Securities, Inc., as Syndication Agent, and The Bank of Nova
Scotia, as Documentation Agent.  Unless otherwise defined in
this Compliance Certificate, terms used herein (including the
Attachments hereto) have the meanings provided in the Credit
Agreement.  Each reference to a Section is to the relevant
Section in the Credit Agreement.





The Borrower hereby
certifies and warrants that as of __________ __, ____ (the
“Computation Date”):





1.         The
Total Debt to EBITDA Ratio was _____:1.00, as computed on
Attachments 1 and 2 hereto.





The maximum Total
Debt to EBITDA Ratio permitted pursuant to clause (a) of Section
8.4 is _____:1.00 and, accordingly, the Total Debt to EBITDA Ratio
covenant [has] [has not] been satisfied.












2.         The
Net Worth of the Borrower is $_________________, as computed on
Attachment 3 hereto.





The minimum Net
Worth required pursuant to clause (b) of Section 8.4 (as computed
on Attachment 3 hereto) is $__________, and accordingly, the
Net Worth covenant [has][has not] been satisfied.





3.         The
Fixed Charge Coverage Ratio was _____:1.00, as computed on
Attachment 4 hereto.





The minimum Fixed
Charge Coverage Ratio permitted pursuant to clause (c) of Section
8.4 is 1:00:1.00 and, accordingly, the Fixed Charge Coverage Ratio
covenant [has] [has not] been satisfied.





4.         The
Interest Coverge Ratio was _____:1.00, as computed on Attachment
5 hereto.





The minimum
Interest Coverage Ratio permitted pursuant to clause (d) of Section
8.4 is _____:1.00 and, accordingly, the Interest Coverage Ratio
covenant [has] [has not] been satisfied.





5.         The
Indebtedness of the Borrower and the Guarantors in respect of
purchase money Indebtedness and Capitalized Lease Liabilities under
clause (g) of Section 8.2 of the Credit Agreement, in the
aggregate, was $_________. Such Indebtedness pursuant to such
clause (g) of Section 8.2 of the Credit Agreement is not allowed to
exceed $15,000,000 in the aggregate, and accordingly, such
Indebtedness was [not] permitted.





6.        
Other unsecured Indebtedness of the Borrower and the Guarantors
under clause (j) of Section 8.2 of the Credit Agreement, was, in
the aggregate, $____________.  Such other unsecured
Indebtedness pursuant to clause (h) of Section 8.2 of the Credit
Agreement is not allowed to exceed, in an aggregate amount at any
time, $15,000,000, and accordingly, such Indebtedness was [not]
permitted.





7.        
Other Investments of the Borrower or any of its Restricted
Subsidiaries under clause (j) of Section 8.5 of the Credit
Agreement, was $__________.  Such other Investments pursuant
to clause (j) of Section 8.5 of the Credit Agreement are not
permitted to exceed $25,000,000 in the aggregate over the term of
the Credit Agreement, and accordingly, to date, such Investments
were [not] permitted.





[8.       
Compliance with clause (e) of Section 8.6:  The Total Debt to
EBITDA Ratio at the time of the spin off of Cayenta to the
shareholders of the Borrower was _____:1.00, calculated on a
pro forma basis.   The maximum Total Debt
to EBITDA Ratio so calculated on a pro forma basis
may not exceed 3:00:1.00, and, accordingly, such spin-off was [not]
permitted.]









[9.       
Compliance with clause (f) of Section 8.6: 





(a)       
The Total Debt to EBITDA Ratio immediately following the proposed
redemption of Capital Stock of the Borrower or any of its
Restricted Subsections was ___:1.00, calculated on a pro
forma basis, giving effect to such proposed
redemption.  The maximum Total Debt to EBITDA Ratio so
calculated on a pro forma basis may not exceed
3:00:1.00, and, accordingly, such redemption was [not]
permitted.  The aggregate value of Capital Stock redemptions
for the Borrower and its Restricted Subsidiaries under clause
(f)(iii) of Section 8.6 of the Credit Agreement was $_______. 
The aggregate value of such redemptions pursuant to clause (f)(iii)
of Section 8.6 of the Credit Agreement are not permitted to exceed
$5,000,000, and accordingly, such redemptions were [not]
permitted.





 
(b)       The
aggregate value of Capital Stock redemptions for the Borrower and
its Restricted Subsidiaries under clause (f)(iv) of Section 8.6 of
the Credit Agreement was $_______.  The aggregate value of
such redemptions pursuant to clause (f)(iv) of Section 8.6 of the
Credit Agreement are not permitted to exceed $20,000,000, and
accordingly, to date, such redemptions were [not]
permitted.





 
(c)       The
unborrowed Revolving Loan Commitment Amount at the time of Capital
Stock redemptions for the Borrower and its Restricted Subsidiaries
under clause (f)(v) of Section 8.6 of the Credit Agreement was
$_______.  The unborrowed Revolving Loan Commitment Amount at
the time of such Capital Stock redemptions pursuant to clause
(f)(v) of Section 8.6 of the Credit Agreement are not permitted to
be less than $20,000,000, and accordingly, to date, such
[redemptions] were [not] permitted.]





10.       [Name of
Guarantor(s)] [have] [has] issued options and warrants representing
___% of the Capital Stock of such Guarantor(s).  The total
amount of options and warrants issued by any Guarantor (other than
Cayenta, which may not issue any options or warrants not disclosed
on Item 8.8 of the Disclosure Schedule) is not permitted to
exceed 5% of the Capital Stock of such Guarantor, inclusive of
options and warrants issued by such Guarantor as set forth in
Item 8.8 of the Disclosure Schedule, and accordingly, such
issuance(s) [were] [was] [not] permitted.












11.       The aggregate
fair market value of the sales, transfers, leases, contributions or
conveyances (including by way of merger), or grants of options,
warrants or other rights with respect to, any of the
Borrower’s or any Restricted Subsidiary’s assets
(including accounts receivable and Capital Stock of the Borrower
and its Restricted Subsidiaries) to any Person in one transaction
or series of transactions, pursuant to clause (e) of Section 8.10
of the Credit Agreement made in the Fiscal Year to date in which
the Computation Date occurs was $_______.   The maximum
amount of assets, in the aggregate, which may be disposed of
pursuant to clause (e) of Section 8.10 of the Credit Agreement is
$10,000,000 in any Fiscal Year and $40,000,000 over the term of the
Credit Agreement, so long as the Borrower complies with Section
3.1(c) of the Credit Agreement, and accordingly, the aforementioned
disposition [is][was][not] permitted. 





12.       The amount of
sale proceeds from sale-leasebacks of the Borrower and its
Restricted Subsidiaries under Section 8.14 of the Credit Agreement
was $_________ per transaction. Such proceeds from sale-leasebacks
pursuant to such Section 8.14 of the Credit Agreement are not
allowed exceed $5,000,000 per transaction or series of related
transactions, and accordingly, such sale-leasebacks were [not]
permitted.





13.       Indebtedness
of Foreign Subsidiaries of the Borrower under Section 8.15 of the
Credit Agreement, was, in the aggregate, $____________.  Such
Indebtedness pursuant to Section 8.15 of the Credit Agreement is
not allowed to exceed, in an aggregate amount at any time,
$10,000,000 (excluding any such Indebtedness which is non-recourse
to the Borrower or any of its U.S. or Foreign Subsidiaries), and
accordingly, such Indebtedness was [not] permitted.





14.       [No Default
has occurred and is continuing.]  [A Default has occurred and
is continuing.  The details of such Default and the actions
that the Borrower has taken or proposed to take with respect
thereto are set forth on Schedule 1 hereto.]









IN WITNESS WHEREOF,
the Borrower has caused this Certificate to be duly executed and
delivered by its chief executive, financial or accounting
Authorized Officer this ____ day of __________,
____.








THE TITAN
CORPORATION








By:
________________________________


Name: 


    
Title:  









SCHEDULE 1


(to
__/__/__ Compliance


Certificate)





DEFAULTS





[Describe details
of Default and actions that the Borrower has taken or proposes to
take with respect thereto.]









                                                                                                                            
ATTACHMENT 1


                                                                                                                   
(to __/__/__ Compliance


                                                                                                                                        
Certificate)





                                               
TOTAL DEBT TO EBITDA RATIO


                                                                    
on __/__/__


                                                        
(the “Computation Date”)





	



1.        
Total Debt:

	



	



(a)       
all obligations of the Borrower and its Restricted Subsidiaries for
borrowed money or advances and all obligations of the Borrower and
its Restricted Subsidiaries evidenced by bonds, debentures, notes
or similar instruments (which, in the case of the Loans, shall be
deemed to equal the aggregate amount of Loans outstanding on the
Computation
Date)..........................................

	



$_______


	



(b)       
all obligations, contingent or otherwise, relative to the face
amount of all letters of credit, whether or not drawn, and
banker’s acceptances issued for the account of the Borrower
and its Restricted Subsidiaries (which, in the case of Letter of
Credit Outstandings shall be deemed to equal the aggregate amount
of Letter of Credit Outstandings on the Computation
Date)............

	



$_______


	



(c)       
all monetary obligations of the Borrower or any of its Restricted
Subsidiaries under any leasing or similar arrangement which have
been (or, in accordance with GAAP, should be) classified as
capitalized leases valued at the capitalized amount
thereof.........

	



$_______


	



(d)       
net liabilities of the Borrower and its Restricted Subsidiaries
under all Hedging
Obligations........................................................

	



$_______


	



(e)       
whether or not so included as liabilities in accordance with GAAP,
all obligations of the Borrower and its Restricted Subsidiaries to
pay the deferred purchase price of property or services excluding
Acquisition Incentives which are not overdue and trade accounts
payable in the ordinary course of business which are not overdue
for a period of more than 90 days or, if overdue for more than 90
days, as to which a dispute exists and adequate reserves in
conformity with GAAP have been established on the books of the
Borrower or such Restricted Subsidiary, and indebtedness or other
obligations secured by (or for which the holder of such
indebtedness or other obligations has an existing right, contingent
or otherwise, to be secured by) a Lien on property owned or being
acquired by the Borrower or any Restricted Subsidiary (including
indebtedness or other obligations arising under conditional sales
or other title retention agreements), whether or not such
indebtedness or other obligations shall have been assumed by the
Borrower or such Restricted Subsidiary or is limited in
recourse.............................

	



$_______


	



(f)       
all Contingent Liabilities of the Borrower and its Restricted
Subsidiaries.
....................................................................................

	



$_______


	



(g)       
the principal portion of all obligations of the Borrower and its
Restricted Subsidiaries under any Synthetic
Lease.....................

	



$_______


	



(h)       
all Disqualified Stock of the Borrower and its Restricted
Subsidiaries.....................................................................................

	



$_______


	



(i)        
The sum of Items 1(a) through
1(h)...............................................

	



$_______


	



(j)        
intercompany Indebtedness between the Borrower and any of its
Restricted Subsidiaries (including, without limitation, the
Debentures so long as they are held by Titan Capital
Trust)......

	



$________


	



(k)       the
Indebtedness of Titan Africa, Inc. in connection with the project
financing in Benin, so long as such Indebtedness remains
non-recourse to the Borrower and its Subsidiaries (other than Titan
Africa, Inc.) and the Borrower and its Subsidiaries (other than
Titan Africa, Inc.) have no liability or obligations with respect
to such
Indebtedness.........................................................

	



$________


	



(l)        
The sum of Items 1(j) and 1(k)
.......................................................

	



$________


	



(m)       TOTAL
DEBT: Item 1(i) minus Item
1(l)......................................

	



$________


	






2.        
EBITDA:  See Item 1(i) of Attachment 2

	



$________


	






3.        
Total Debt to EBITDA Ratio:  The ratio of Item
1(m) to Item 2.............

	



_____:1.00















                                                                                                                            
ATTACHMENT 2


                                                                                                                     
(to__/__/__Compliance


                                                                                                                                        
Certificate)





EBITDA





for
the four consecutive Fiscal Quarters


ending on ____ (the “Computation
Date”)


(the
“Computation Period”)


1.        
EBITDA:


	



(a)       
the aggregate of all amounts which would be included as net income
on the consolidated financial statements of the Borrower and its
U.S. Subsidiaries for the Computation Period, determined in
accordance with GAAP
.........................................

	



$________


	



(b)       
all amounts deducted by the Borrower and its U.S. Subsidiaries, in
determining Net Income, representing either non-cash or
non-recurring losses, including fees, costs, charges and other
expenses incurred by the Borrower and its U.S. Subsidiaries in
connection with any discontinued operation, acquisition,
reorganization, consolidation, restructuring or changes in
accounting treatment under
GAAP.............................................

	



$________


	



(c)       
the amount deducted by the Borrower and its U.S. Subsidiaries, in
determining Net Income, representing amortization, as determined in
accordance with
GAAP.........................................

	






$_______


	



(d)       
the amount deducted, in determining Net Income, of all federal,
state and local income taxes (whether paid in cash or deferred) of
the Borrower and its U.S.
Subsidiaries,..................................

	



$_______


	



(e)       
the amount deducted, in determining Net Income, of Interest Expense
of the Borrower and its U.S.
Subsidiaries....................

	



$_______


	



(f)       
the amount deducted, in determining Net Income, representing
depreciation of assets of the Borrower and its U.S. Subsidiaries,
as determined in accordance with GAAP..............

	






$_______


	



(g)       
the synergies set forth in Schedule III to the Credit
Agreement for the periods described
therein.................................................

	



	



(h)       
The sum of Items 1(a) through
1(g).............................................

	



$_______


	



(i)        
all amounts added by the Borrower and its U.S. Subsidiaries, in
determining Net Income, representing either non-cash or
non-recurring gains, including as a result of changes in accounting
treatment under
GAAP................................................................

	



$_______


	



(j)        
EBITDA:  Item 1(h) minus Item
1(i)...........................................

	



$_______












                                                                                                                
ATTACHMENT 3


                                                                                                                   
(to __/__/__ Compliance


                                                                                                                                        
Certificate)








                                                                 
NET WORTH





                                                      
for the ____ Fiscal Quarter,


                                                        
ending on ________, ____


                                                        
(the “Computation Date”)





   


1.        
Net Worth: As of the Computation Date, on a consolidated
basis for the Borrower and its Restricted Subsidiaries


	



a.        
The sum of Capital Stock taken at par value, capital surplus and
retained earnings (or accumulated deficit) of the Borrower on the
Computation Date:

	



$________


	



b.
        Treasury stock of the
Borrower and, to the extent included in Item 1(a),
minority interests in Restricted Subsidiaries of the Borrower at
such date:

	






$________


	



c.        
NET WORTH: ITEM 1(a) minus Item 1(b):

	



$________








2.        
Required Net Worth: As of the Computation Date, on a
consolidated basis for the Borrower and its Restricted
Subsidiaries:


	



(a)       
(i)         prior to the
consummation of the ACS Acquisition: $80,000,000





(ii)       
after the consummation of the ACS Acquisition:
$115,000,000

	



	



(b)       
50% of the aggregate Net Income in excess of zero for the period
commencing on the Closing Date and ending on the last day of the
Fiscal Quarter ending on or immediately prior to the Computation
Date...............................................

	












$_______


	



(c)       
the product of 80% times the net increase to the Borrower's
shareholders' equity resulting from the initial public offering of
Cayenta after the Closing
Date........................................

	









$_______


	



(d)       
the product of 80% times the net cash proceeds derived from
the issuance of common stock by the Borrower after the Closing
Date.....................................................................

	









$_______


	



(e)       
subsequent to any spin-off of Cayenta, the portion of Net Worth
attributable to Cayenta immediately prior to such
spin-off....................................................................................

	









$_______


	



(f)       
the net decrease to the Borrower's shareholders' equity resulting
from the deferred compensation charge related to the employee stock
options of Cayenta................................

	









$_______


	



(g)       
Required Net Worth: The sum of Item(2)(a), Item 2(b),
Item 2(c) and Item 2(d) minus Item 2(e) minus
Item 2(f): .   

	






$_______












                                                                                                                            
ATTACHMENT 4


                                                                                                                     
(to__/__/__Compliance


                                                                                                                                        
Certificate)





                                            
FIXED CHARGE COVERAGE RATIO


                                                           
for the Fiscal Quarter,


ending on ____,____(the “Computation
Date”)











1.        
Fixed Charge Coverage Ratio


	



a.      EBITDA (see
Item 1(i) of Attachment
2)..............................

	



$_________


	



b.      Capital
Expenditures made during the four consecutive Fiscal Quarters
ending on the Computation Date.................

	






$_________


	



c.      Item
1(a) minus Item 1(b)

	



$_________


	



d.      Interest
Expense paid in
cash................................................

	



$_________


	



e.      Scheduled
principal payments of the Term Loans after giving effect to any
reductions in such scheduled principal repayments attributable to
any optional or mandatory prepayments of the Term
Loans............................................

	












$_________


	



f.      
Restricted
Payments..............................................................

	



$_________


	



g.      All federal,
state and foreign income taxes actually paid in cash by the
Borrower and its Restricted Subsidiaries (excluding any cash taxes
paid in connection with the sale of IPivot
Inc.)...............................................................................

	












$_________


	



h.      The sum of
Items 1(d) through
1(g).......................................

	



$_________


	



i.       FIXED
CHARGE COVERAGE RATIO: The ratio of Item 1(c) to Item
1(h):

	



_______: to
1.00












                                                                                                                            
ATTACHMENT 5


                                                                                                                    
to (__/__/__Compliance


                                                                                                                                        
Certificate)





INTEREST COVERAGE RATIO





for
the Fiscal Quarter


ending on _____,____


(the
“Computation Date)





1.      
Interest Coverage Ratio: for the Computation Date, on a
consolidated basis for the Borrower and the Restricted
Subsidiaries.





	



a.      EBITDA (see
Item 1(i) of Attachment
2)..........................

	



$________


	



b.      Interest
Expense paid in
cash............................................

	



$________


	



c.      The ratio of
Item 1(a) to Item
1(b)....................................

	



_______: to
1.00