Exhibit G-2 - Form of Subsidiary Security Agreement



  


EXHIBIT G-2








                                            
SUBSIDIARY 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 each Subsidiary (as defined in
the Credit Agreement referred to below) of the Borrower (as defined
below), now or after the date hereof (including pursuant to
Section 7.4) a signatory hereto (each, individually, a
“Grantor,” and collectively, the
“Grantors”), in favor of CREDIT SUISSE FIRST
("CSFB"), as administrative agent (together with any
successor(s) thereto in such capacity, 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 TITAN CORPORATION, a Delaware
corporation (the “Borrower”), the various
financial institutions as are or may become parties thereto (the
“Lenders”), the Administrative Agent and 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
Borrower;





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





WHEREAS, each Grantor is a
Subsidiary of the Borrower;





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





WHEREAS, it is in the best
interests of each Grantor to execute this Security Agreement
inasmuch as such Grantor will derive substantial direct and
indirect benefits from the Credit Extensions made from time to time
to the Borrower by the Lenders and the Issuers pursuant to the
Credit 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 Borrower pursuant to the Credit Agreement, each
Grantor jointly and severally 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.





“Borrower” is defined in the
first recital.





"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).





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





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





“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 any 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.





“Copyright
Collateral” means all copyrights (including all
copyrights for semi-conductor chip product mask works) of each
Grantor, whether statutory or common law, registered or
unregistered, now or hereafter in force throughout the world
including all of such 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 Grantors,
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 Grantors,
all contracts, agreements, instruments and indentures in any form,
and portions thereof, to which any Grantor is a party or under
which any Grantor has any right, title or interest or to which any
Grantor or any property of any Grantor is subject, as the same may
from time to time be amended, supplemented or otherwise modified,
including, without limitation, (i) all rights of any Grantor to
receive moneys due and to become due to it thereunder or in
connection therewith, (ii) all rights of any Grantor to damages
arising thereunder and (iii) all rights of any Grantor to perform
and to exercise all remedies thereunder.












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





“Grantor” and
“Grantors” are 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 Grantors against
fluctuations in interest rates, entered into between any 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 Grantors 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 Grantors,
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 any Grantor has an interest in mass or a joint or
other interest or right of any kind (including goods in which such
Grantor has an interest or right as consignee), and





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





and all accessions
thereto, products thereof and documents therefor.





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





“Lenders” is 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 any Grantor to
secure the foregoing, (b) all of any 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.





“Related
Contracts” is defined in clause (c) of Section
2.1.





“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 the Letter of Credit has 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
any 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 any 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.  Each 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 such 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 of such
Grantor;












(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 such 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), (b), (c),
(d), (e), (f), (g), (h) and
(i) and, to the extent not otherwise included, all payments
under insurance which such 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 no Grantor shall be deemed to have granted a security interest
in, any of such Grantor's rights or interests in any license,
contract or agreement to which such 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 such 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 (i) all Obligations of the Borrower now or
hereafter existing under the Credit Agreement, each other Loan
Document to which the Borrower is or may become a party, and each
Interest Rate Hedging Agreement, whether for principal, interest,
costs, fees, expenses, Interest Rate Hedging Obligations or
otherwise, and (ii) all obligations of each Grantor and each other
Obligor now or hereafter existing under this Security Agreement and
each other Loan Document to which such Grantor or such other
Obligor is or may become a party, and each Interest Rate Hedging
Agreement, with all such obligations of the Borrower and such
Grantor and such other Obligor 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 each 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 of Section 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,
(ii) the issuance of shares in connection with the initial public
offering of Cayenta pursuant to the terms of the applicable
underwriting agreement and the delivery of a certificate to the
Administrative Agent stating that no Default has occurred and is
continuing or would result from the initial public offering or
(iii) 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)), (y) any
Collateral owned by any member of the Cayenta Group (in the case of
clause (ii)) or (z) all Collateral (in the case of clause (iii)),
and at such time the Administrative Agent will, at each
Grantor’s sole expense, execute and deliver to the applicable
Grantor (without any representations, warranties or recourse to
either Administrative Agent), such documents as such Grantor shall
reasonably request to evidence such termination.





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





(a)  each
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 any Grantor from any of its duties or obligations
under any such contracts or agreements included in the Collateral;
and





(c) 
neither 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 any
Grantor thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder.












SECTION II.5. 
Security Interest Absolute.  All rights of the
Administrative Agent and the security interests granted to the
Administrative Agent hereunder, and all obligations of each Grantor
hereunder, shall be absolute and unconditional, irrespective
of





(a)  any lack of
validity or enforceability of the Credit Agreement or any other
Loan Document;





(b)  the failure of
any Secured Party





(i)  to assert any
claim or demand or to enforce any right or remedy against any
Obligor or any other Person under the provisions of the Credit
Agreement, any other Loan Document or otherwise, or





(ii)  to exercise any
right or remedy against any other guarantor of, or collateral
securing, any Secured Obligations;





(c)   any change in
the time, manner or place of payment of, or in any other term of,
all or any of the Secured Obligations or any other extension,
compromise or renewal of any Secured Obligation;





(d)  any reduction,
limitation, impairment or termination of any Secured Obligations
for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to (and each
Grantor hereby waives any right to or claim of) any defense or
setoff, counterclaim, recoupment or termination whatsoever by
reason of the invalidity, illegality, irregularity, compromise,
unenforceability of, or any other event or occurrence affecting,
any Secured Obligations or otherwise;





(e)  any amendment
to, rescission, waiver, or other modification of, or any consent to
departure from, any of the terms of the Credit Agreement or any
other Loan Document;





(f)  any addition,
exchange, release, surrender or non-perfection of any collateral
(including the Collateral), or any amendment to or waiver or
release of or addition to or consent to departure from any
guaranty, for any of the Secured Obligations; or





(g)  any other
circumstances which might otherwise constitute a defense available
to, or a legal or equitable discharge of, any Obligor, any surety
or any guarantor.












SECTION II.6. 
Postponement of Subrogation, etc.  Each Grantor agrees
that it will not exercise any rights which it may acquire
by way of rights of subrogation under this Security Agreement, by
any payment made hereunder, whether by way of subrogation,
reimbursement or otherwise, until following the Termination
Date.  Any amount paid to any Grantor on account of any such
subrogation rights prior to the Termination Date shall be held in
trust for the benefit of the Secured Parties and shall immediately
be paid to the Administrative Agent for the benefit of the Secured
Parties and credited and applied against the Obligations, whether
matured or unmatured, in accordance with the terms of the Credit
Agreement; provided, however, that if





(a)  any
Grantor has made payment to the Secured Parties of all or any part
of the Obligations; and





(b)  the
Termination Date has occurred;





then each Secured Party
agrees that, at such Grantor’s request, the Administrative
Agent, on behalf of the Secured Parties, will execute and deliver
to such Grantor appropriate documents (without recourse and without
representation or warranty) necessary to evidence the transfer by
subrogation to such Grantor of an interest in the Obligations
resulting from such payment by such Grantor.  In furtherance
of the foregoing, at all times prior to the Termination Date, each
Grantor shall refrain from taking any action or commencing any
proceeding against any Borrower or any other Obligor (or its
successors or assigns, whether in connection with a bankruptcy
proceeding or otherwise) to recover any amounts in the respect of
payments made under this Security Agreement to any Secured
Party.  Notwithstanding the foregoing, to the extent necessary
to toll the statute of limitations, such Grantor may take such
action required to preserve any rights it has by way of rights of
subrogation as consented to by the Administrative Agent in its
reasonable discretion.





                                                                   
ARTICLE III





                                         
REPRESENTATIONS AND WARRANTIES





SECTION III.1. 
Representations and Warranties.  Each Grantor
represents and warrants to each Secured Party (a) as to all matters
contained in Article VI of the Credit Agreement insofar as the
representations and warranties contained therein are applicable to
such Grantor and its properties, each such representation and
warranty set forth in such Article (insofar as applicable as
aforesaid) and all other terms of the Credit Agreement to which
reference is made therein, together with all related definitions
and ancillary provisions, being hereby incorporated into this
Security Agreement by reference as though specifically set forth in
this Section and (b) insofar as the representations and warranties
contained herein are applicable to such Grantor and its properties,
as set forth in this Article.












SECTION III.1.1. 
Location of Collateral, etc.  All of the Equipment and
Inventory of such 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 such Grantor and the office(s) where such 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 D of Schedule I
hereto.  Such Grantor has no trade names other than those set
forth in Item E of Schedule I hereto.  During
the four months preceding the date hereof, such Grantor has not
been known by any legal name different from the one set forth on
the signature page hereto, nor has such Grantor been the subject of
any merger or other corporate reorganization, except as set forth
in Item F of Schedule I hereto.  If the
Collateral includes any Inventory located in the State of
California, such 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.  Such 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 7.2.3 of the Credit
Agreement.





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





SECTION III.1.4. 
Negotiable Documents, Instruments and Chattel Paper. 
Such 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
such 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)  such
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,
such 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)  such
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
such Grantor (i) has reasonably and in good faith determined that
any of the Intellectual Property Collateral is of negligible
economic value to such Grantor, or (i) has a
valid business purpose to do otherwise.





Such 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 such 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 such Grantor of the security interest granted hereby
or for the execution, delivery and performance of this Security
Agreement by such 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.  Such 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.  Each Grantor covenants and agrees
that, so long as any portion of the Secured Obligations shall
remain unpaid, any Letters of Credit shall be outstanding or any
Lender or Issuer shall have any outstanding Commitment, such
Grantor will, unless the Required Lenders shall otherwise consent
in writing, perform, comply with and be bound by (a) all of the
agreements, covenants and obligations contained in Article VII of
the Credit Agreement which are applicable to such Grantor or its
properties, each such agreement, covenant and obligation contained
in such Article and all other terms of the Credit Agreement to
which reference is made herein, together with all related
definitions and ancillary provisions, being hereby incorporated
into this Security Agreement by reference as though specifically
set forth in this Section and (b) the obligations set forth in this
Article.





SECTION IV.1.1. 
As to Equipment and Inventory.  Such 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 such
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 such Grantor and each other Grantor
and similar Collateral (as defined in the Borrower Security
Agreement) of the Borrower 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 Related Contracts.





(a)  Such
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 D 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 and 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 such Grantor pursuant
to this clause, all proceeds of Collateral received by such Grantor
shall be delivered in kind to the Administrative Agent for deposit
to a deposit account (the “Collateral Account”)
of such Grantor maintained with the Administrative Agent, and such
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) Such
Grantor shall not enter into any government contract which
prohibits         
assignment ot the Administrative Agent of any payments due or to
become due thereunder or under any other government contract, other
than contracts for which the government has determined that a
prohibition on assignment of claims is in the government's
interest.












(e) Such
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 Borrower 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
(including Liens granted by other Grantors), or pursuant to the
Borrower 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
such Grantor of the revocation of such power and authority
such 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 such 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 such 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 such
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, such 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 such
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.  Each Grantor
covenants and agrees to comply with the following provisions as
such provisions relate to any Intellectual Property Collateral of
such Grantor that:





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





(b) Such
Grantor shall not, and such 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 such Grantor shall
either (i) reasonably and in good faith determine that any of the
Trademark Collateral is of negligible economic value to such
Grantor, or (ii) have a valid business purpose to do
otherwise,





(c) Such
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 such 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 such Grantor, or
(ii) have a valid business purpose to do
otherwise.









(d)  Such
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 such 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 such 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 such Grantor relating thereto or
represented thereby.





(f) Such
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) Such
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.  Such 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 such Grantor
in accordance with this Section.  Without limiting the
foregoing, such 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)  Such
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.  Such 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.  Such 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, such Grantor
will





(a)  mark
conspicuously each Document (evidencing title) included in the
Inventory, each Chattel Paper included in the Receivables and each
Related Contract and, at the request of the Administrative Agent,
and 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, Related
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 notice or other required form under
or pursuant to the federal assignment of claims statute, 31 U.S.C.
§ 3726, 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, such
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 such 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 AGENT





SECTION V.1.Administrative Agent Appointed
Attorney-in-Fact.  Each Grantor hereby irrevocably
appoints the Administrative Agent such Grantor’s
attorney-in-fact, with full authority in the place and stead of
such Grantor and in the name of such 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 such Grantor hereunder
(including all obligations of such Grantor pursuant to Section
4.1.7).





Such 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 such 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 each Grantor to, and such 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, and





(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.  Each Grantor agrees that, to the extent notice of
sale shall be required by law, at least ten days’ prior
notice to such 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).












(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)  Each
Grantor jointly and severally 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)  Each
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, care of the Borrower at the
address for the Borrower 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. 
Additional Subsidiary Grantors.  Upon the execution and
delivery by any other Person of an instrument in the form of Annex
I hereto, such Person shall become a “Guarantor”
hereunder with the same force and effect as if originally named as
a “Guarantor” herein.  The execution and delivery
of any such instrument shall not require the consent of any other
Guarantor hereunder.  The rights and obligations of each
Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Guarantor as a party to
this Guaranty.





SECTION VII.5. 
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.6. 
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.7. 
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.8. 
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.












SECTION VII.9. 
Forum Selection and Consent to Jurisdiction.  ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN) OR ACTIONS OF THE SECURED PARTIES OR ANY GRANTOR SHALL BE
BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF
NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK LOCATED IN NEW YORK COUNTY IN THE STATE OF NEW
YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING
ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT EITHER THE AGENT’S OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND.  EACH GRANTOR HEREBY IRREVOCABLY APPOINTS CSC UNITED
STATES CORPORATION COMPANY (THE “PROCESS
AGENT”), WITH AN OFFICE ON THE DATE HEREOF AT 375 HUDSON
STREET, NEW YORK, NEW YORK  10014, AS ITS AGENT TO RECEIVE, ON
ITS BEHALF AND ON BEHALF OF ITS PROPERTY, SERVICE OF COPIES OF THE
SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN
ANY SUCH ACTION OR PROCEEDING.  SUCH SERVICE MAY BE MADE BY
MAILING OR DELIVERING A COPY OF SUCH PROCESS TO SUCH GRANTOR IN
CARE OF THE PROCESS AGENT AT THE PROCESS AGENT’S ABOVE
ADDRESS, AND EACH GRANTOR HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS
THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF.  EACH
GRANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF NEW YORK ADDRESSED TO SUCH GRANTOR, CARE OF
THE BORROWER, AT THE ADDRESS FOR NOTICES SPECIFIED IN THE CREDIT
AGREEMENT.  EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK,
NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY
ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
LITIGATION.  EACH GRANTOR IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK.  EACH GRANTOR
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY
HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT THAT
SUCH GRANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT
IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, SUCH GRANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS SECURITY
AGREEMENT.





SECTION VII.10. 
Waiver of Jury Trial.  THE SECURED PARTIES AND EACH
GRANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS SECURITY AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE
SECURED PARTIES OR EACH GRANTOR.  EACH GRANTOR ACKNOWLEDGES
AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN
DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE SECURED PARTIES ENTERING INTO THE
CREDIT AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.









IN WITNESS WHEREOF, each
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.








Assist Cornerstone
Technologies, Inc.


Atlantic Aerospace
Electronics Corporation


Cayenta Operating
Company


Cayenta, Inc.


DBA Systems,
Inc.


Delfin Systems


Diversified Control
Systems, Inc.


Eldyne, Inc.


Horizons Technology,
Inc.


J.B. Systems,
Inc.


Linkabit Wireless,
Inc.


Mergeco, Inc.


Pulse Sciences,
Inc.


System Resources
Corporation


Titan Food Pasteurization
Corp.


Titan Medical
Sterilization Corp.


Titan Scan
Corp.


Titan Systems
Corporation


Titan Unidyne
Corporation


Titan Wireless,
Inc.


Tomotherapeutics,
Inc.


Validity
Corporation


VisiCom Laboratories,
Inc.


Microlithics
Corporation








All
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:





















                                                                                                                                       
ANNEX I to


                                                                                                       
the Subsidiary Security Agreement








SUPPLEMENT, dated as of
________________, ____ (this
“Supplement”),  to the Subsidiary Security
Agreement, dated as of __________ __, 2000 (together with all
amendments, supplements, restatements and other modifications, if
any, from time to time thereafter made thereto, the
“Security Agreement”), among the initial
signatories thereto and each other Person (such capitalized term,
and other terms used in this Supplement, to have the meanings set
forth in Article I of the Security Agreement) which from time to
time thereafter became a party thereto pursuant to Section 7.4
thereof (each, individually, a “Grantor”, and,
collectively, the “Grantors”), in favor of the
Secured Parties.





                                                            
W I T N E S S
E T H:





WHEREAS, pursuant to the
provisions of Section 7.4 of the Security Agreement, the
undersigned is becoming a Grantor under the Security Agreement;
and





WHEREAS, the undersigned
Grantor desires to become a “Grantor” under the
Security Agreement in order to induce the Secured Parties to
continue to extend Credit Extensions under the Credit
Agreement;





NOW, THEREFORE, in
consideration of the premises, and for other consideration (the
receipt and sufficiency of which is hereby acknowledged), the
undersigned agrees, for the benefit of each Secured Party, as
follows.





SECTION 1.  In
accordance with the terms of the Security Agreement, by its
signature below the undersigned hereby irrevocably agrees to become
a Grantor under the Security Agreement with the same force and
effect as if it were an original signatory thereto and the
undersigned Grantor, hereby (a) agrees to be bound by and
comply with all of the terms and provisions of the Security
Agreement applicable to it as a Grantor and (b) represents and
warrants that the representations and warranties made by it as a
Grantor thereunder are true and correct as of the date
hereof.  In furtherance of the foregoing, each reference to a
“Grantor” in the Security Agreement shall be deemed to
include the undersigned Grantor.





SECTION 2.  The
undersigned Grantor hereby represents and warrants that this
Supplement has been duly authorized, executed and delivered by it
and that this Supplement and the Security Agreement constitute the
legal, valid and binding obligation of the undersigned Grantor,
enforceable against it in accordance with its terms.












SECTION 3.  Except as
expressly supplemented hereby, the Security Agreement shall remain
in full force and effect in accordance with its terms.





SECTION 4.  In the
event any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
provisions contained herein and in the Security Agreement shall not
in any way be affected or impaired.





SECTION 5.  THIS
SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK. 





SECTION 6.  This
Supplement 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 Supplement to be duly executed and
delivered by their respective officers thereunto duly authorized as
of the day and year first above written.





[NAME OF ADDITIONAL
SUBSIDIARY GRANTOR]








By:                                                                  


Name:


Title: 














ACCEPTED BY:





CREDIT SUISSE FIRST
BOSTON,


  as Administrative
Agent








By:                                                         


    
Name:


    
Title:








By:                                                         


    
Name:


    
Title:









                                                                                                                                                   
SCHEDULE I


                                                                                                                                        
to Security Agreement


                                                                                                                               
([NAME OF GRANTOR])





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


                                                                                                                               
([NAME OF GRANTOR])








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


                                                                                                                               
([NAME OF GRANTOR])








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


                                                                                                                               
([NAME OF GRANTOR])








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


                                                                                                                               
([NAME OF GRANTOR])








                                                        
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 ___________________, a
____________ (the “Grantor”), and CREDIT SUISSE
FIRST BOSTON (“CSFB”), in its capacity as
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 TITAN
CORPORATION, a Delaware corporation (the
“Borrower”), the various financial institutions
as are or may become parties thereto (the
“Lenders”), CSFB, as 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
Borrower;





WHEREAS, in connection
with the Credit Agreement, the Grantor has executed and delivered a
Subsidiary 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;





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





WHEREAS, it is in the best
interests of the Grantor to execute this Agreement inasmuch as the
Grantor will derive substantial direct and indirect benefits from
the Credit Extensions made from time to time to the Borrower by the
Lenders and the Issuers pursuant to the Credit
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 Borrower 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.





[NAME OF GRANTOR]








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 _____________________, a
___________ __________ (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
Credit Agreement, dated as of February 23, 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 (the
“Lenders”), CSFB, as 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
Borrower;





WHEREAS, in connection
with the Credit Agreement, the Grantor has executed and delivered a
Subsidiary 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;





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





WHEREAS, it is in the best
interests of the Grantor to execute this Agreement inasmuch as the
Grantor will derive substantial direct and indirect benefits from
the Credit Extensions made from time to time to the Borrower by the
Lenders and the Issuers pursuant to the Credit
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 Borrower 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.





[NAME OF GRANTOR]








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 _____________________, a
           
__________ (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
Credit Agreement, dated as of February 23, 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 (the
“Lenders”), CSFB, as 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
Borrower;





WHEREAS, in connection
with the Credit Agreement, the Grantor has executed and delivered a
Subsidiary 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;





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





WHEREAS, it is in the best
interests of the Grantor to execute this Agreement inasmuch as the
Grantor will derive substantial direct and indirect benefits from
the Credit Extensions made from time to time to the Borrower by the
Lenders and the Issuers pursuant to the Credit
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 Borrower 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.





[NAME OF GRANTOR]








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 easeof


      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.