Exhibit B-2 - Form of Issuance Request



 
                                                                                                                                    
EXHIBIT B-2











                                                          
ISSUANCE REQUEST








Credit Suisse First
Boston,


  as
Administrative Agent


Eleven Madison
Avenue


New York, New
York  10010





Attention:
                      








                                                   
THE TITAN CORPORATION








Gentlemen and
Ladies:





This Issuance
Request is delivered to you pursuant to Section 2.11(a) of the
Senior Secured Credit Agreement, dated as of February __, 2000 (as
amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among The Titan
Corporation, a Delaware corporation (the
“Borrower”), the various financial institutions
as are or may become parties thereto (collectively, the
“Lenders”), Credit Suisse First Boston, as
administrative agent for the Lenders (the “Administrative
Agent”), First Union Securities, Inc., as Syndication
Agent, and The Bank of Nova Scotia, as Documentation Agent. 
Unless otherwise defined herein or the context otherwise requires,
terms used herein have the meanings provided in the Credit
Agreement.





The Borrower hereby
requests that [name of Issuer], as Issuer *[issue a Letter of Credit on
              
,        (the “Date of
Issuance”) in the initial Stated Amount of $____________
with a Stated Expiry Date (as defined therein) of ______________,
____] [extend the Stated Expiry Date (as defined under Letter of
Credit No.__, issued on _______________, ____, in the initial
Stated Amount of $_____________) to a revised Stated Expiry Date
(as defined therein) of ________________, ____].





**[The
beneficiary of the requested Letter of Credit will be
[_____________________.]












The Borrower hereby
acknowledges that, pursuant to Section 5.2(b) of the Credit
Agreement, each of the delivery of this Issuance Request and the *[issuance]
[extension] of the Letter of Credit requested hereby constitute a
representation and warranty by the Borrower that, on the date of
such Credit Extension, both immediately before and after giving
effect thereto and to the application of the proceeds therefrom,
all statements set forth in Section 5.2(a) of the Credit Agreement
are true and correct (it being understood that such representations
and warranties not qualified by reference to materiality or
Material Adverse Effect are true and correct in all material
respects).





The Borrower agrees
that if, prior to the time of the [issuance] [extension] of the
Letter of Credit requested hereby, any matter certified to herein
by it will not be true and correct in all material respects at such
time as if then made, it will immediately so notify the
Administrative Agent.  Except to the extent, if any, that
prior to the time of the [issuance] [extension] of the Letter of
Credit requested hereby the Administrative Agent and the Issuer
shall receive written notice to the contrary from the Borrower,
each matter certified to herein shall be deemed to be certified as
true and correct in all material respects at the date of such
[issuance] [extension] as if then made.












IN WITNESS WHEREOF,
the Borrower has caused this Issuance Request to be executed and
delivered, and the certification and representations and warranties
contained herein to be made, by its duly Authorized Officer this __
day of ___________, ____.











THE TITAN
CORPORATION














By:                                   


 
Name:


 
Title:












*          
Insert and complete as appropriate.





**         
Delete if Issuance Request is for an extension.





*          
Insert as appropriate.