Exhibit I - Form of Subsidiary Guaranty



  


EXHIBIT I








                                                      
SUBSIDIARY GUARANTY





This SUBSIDIARY GUARANTY
(as amended, restated, supplemented, or otherwise modified from
time to time, this Guaranty”), dated as of February
23, 2000, is made by each U.S. Subsidiary of THE TITAN CORPORATION,
a Delaware corporation (the “Borrower”), now or
after the date hereof (including pursuant to Section 5.5) a
party to this Guaranty (individually referred to as a
“Guarantor” and collectively referred to as the
“Guarantors”) in favor of each of the Secured
Parties, including CREDIT SUISSE FIRST BOSTON, in its capacity as
the Administrative Agent.








                                                            
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
Borrower, the various financial institutions as are, or may from
time to time become, parties thereto (collectively referred to as
the “Lenders”), the Administrative Agent, First
Union Securities, Inc., as Syndication Agent, and The Bank of Nova
Scotia, as Documentation Agent, the Lenders and the Issuers have
extended Commitments to make Credit Extensions to the
Borrower;





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





WHEREAS, each Guarantor
has duly authorized the execution, delivery and performance of this
Guaranty; and





WHEREAS, it is in the best
interests of each Guarantor to execute this Guaranty inasmuch as
such Guarantor 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, each Guarantor 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 Guaranty, including its
preamble and recitals, shall have the following meanings (such
definitions to be equally applicable to the singular and plural
forms thereof):





“Borrower” is defined in the
preamble.





“Credit
Agreement” is defined in the first
recital.





“Guarantor” and
“Guarantors” is defined in the
preamble.





“Guaranty” is defined in the
preamble.





"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 a Guarantor against
fluctuations in interest rates, entered into between such Guarantor
and a Lender or an Affiliate of a Lender, for the purpose of
hedging interest rate risk with respect to the
Obligations.





“Lenders” is defined in the
first recital.





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





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








                                                                   
ARTICLE II


                                                      
GUARANTY PROVISIONS





SECTION II.1. 
Guaranty.  Each Guarantor hereby jointly and severally
absolutely, unconditionally and irrevocably












(a) 
guarantees the full and punctual payment when due, whether at
stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise, of all Obligations of the Borrower and each
other Obligor now or hereafter existing, whether for principal,
interest (including interest accruing at the then applicable rate
provided in the Credit Agreement after the occurrence of any
Default set forth in Section 9.1(i) of the Credit Agreement,
whether or not a claim for post-filing or post-petition interest is
allowed under applicable law following the institution of a
proceeding under bankruptcy, insolvency or similar laws), fees,
Reimbursement Obligations, Hedging Obligations, expenses or
otherwise (including all such amounts which would become due but
for the operation of the automatic stay under Section 362(a) of the
United States Bankruptcy Code, 11 U.S.C. §362(a), and the
operation of Sections 502(b) and 506(b) of the United States
Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)); and





(b) 
indemnifies and holds harmless each Secured Party for any and all
costs and expenses (including reasonable attorneys’ fees and
expenses) incurred by such Secured Party in enforcing any rights
under this Guaranty;





provided,
however, that each Guarantor shall only be liable under this
Guaranty for the maximum amount of such liability that can be
hereby incurred without rendering this Guaranty, as it relates to
such Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer, and not for any
greater amount.  This Guaranty constitutes a guaranty of
payment when due and not of collection, and each Guarantor
specifically agrees that it shall not be necessary or required that
any Secured Party exercise any right, assert any claim or demand or
enforce any remedy whatsoever against the Borrower, any other
Obligor or any other Person before or as a condition to the
obligations of such Guarantor hereunder.





SECTION II.2. 
Reinstatement, etc.  Each Guarantor hereby jointly and
severally agrees that this Guaranty shall continue to be effective
or be reinstated, as the case may be, if at any time any payment
(in whole or in part) of any of the Obligations is invalidated,
declared to be fraudulent or preferential, set aside, rescinded or
must otherwise be restored by any Secured Party, upon the
insolvency, bankruptcy, reorganization (or similar event) of the
Borrower, any other Obligor or otherwise, all as though such
payment had not been made.





SECTION II.3. 
Guaranty Absolute, etc.  This Guaranty shall in all
respects be a continuing, absolute, unconditional and irrevocable
guaranty of payment, and shall remain in full force and effect
until the Termination Date has occurred.  Each Guarantor
jointly and severally guarantees that the Obligations of the
Borrower and each other Obligor will be paid strictly in accordance
with the terms of the Credit Agreement, each other Loan Document
and any Interest Rate Hedging Agreement under which they arise,
regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the
rights of any Secured Party with respect thereto.  The
liability of each Guarantor under this Guaranty shall be joint and
several, absolute, unconditional and irrevocable irrespective
of:












(a)  any lack
of validity, legality 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 the
Borrower, any other Obligor or any other Person (including any
other guarantor) under the provisions of the Credit Agreement, any
other Loan Document, any Interest Rate Hedging Agreement or
otherwise, or





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





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





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





(e)  any
amendment to, rescission, waiver, or other modification of, or any
consent to or departure from, any of the terms of the Credit
Agreement, any other Loan Document or any Interest Rate Hedging
Agreement, including without limitation any increase in the
Obligations from the extension of additional credit to the Borrower
or otherwise;





(f)  any
addition, exchange, release, surrender or non-perfection of any
collateral, or any amendment to or waiver or release or addition
of, or consent to or departure from, any other guaranty held by any
Secured Party securing any of the Obligations;





(g)  any
change, restructuring or termination of the corporate structure or
existence of the Borrower or any other Obligor; or





(h)  any other
circumstance which might otherwise constitute a defense available
to, or a legal or equitable discharge of, the Borrower, any other
Obligor, any surety or any guarantor.












SECTION
II.4.   Setoff.  Each Guarantor hereby
irrevocably authorizes the Administrative Agent and each other
Secured Party, without the requirement that any notice be given to
such Guarantor (such notice being expressly waived by each
Guarantor), upon the occurrence and during the continuance of any
Default described in Section 9.1(i) of the Credit Agreement
as it relates to the Borrower or upon the occurrence and during the
continuance of any other Event of Default, to set-off and
appropriate and apply to the payment of the Obligations owing to
the Secured Parties (whether or not then due, and whether or not
the Administrative Agent or such other Secured Party has made any
demand for payment of the Obligations), any and all balances,
claims, credits, deposits (general or special, time or demand,
provisional or final), accounts or money of such Guarantor then or
thereafter maintained with such Secured Party; provided,
however, that any such appropriation and application shall
be subject to the provisions of Section 4.8 of the Credit
Agreement.  Each Secured Party agrees to notify the applicable
Guarantor and the Administrative Agent after any such setoff and
application made by such Secured Party; provided,
however, that the failure to give such notice shall not
affect the validity of such setoff and application.  The
rights of each Secured Party under this Section are in addition to
other rights and remedies (including other rights of setoff under
applicable law or otherwise) which such Secured Party may have.





SECTION II.5. 
Waiver, etc. 





(a) Each Guarantor
hereby waives promptness, diligence, notice of acceptance and any
other notice with respect to any of the Obligations and this
Guaranty and any requirement that the Administrative Agent or any
other Secured Party protect, secure, perfect or insure any Lien, or
any property subject thereto, or exhaust any right or take any
action against the Borrower, any other Obligor or any other Person
(including any other guarantor) or entity or any collateral
securing the Obligations, as the case may be.





(b) Each Guarantor
hereby waives any right to revoke this Guaranty, and acknowledges
that this Guaranty is continuing in nature and applies to all
Obligations, whether existing now or in the future.





(c) Each Guarantor
acknowledges that it will receive substantial direct and indirect
benefits from the financing arrangements contemplated by the Loan
Documents and that the waivers set forth in this Section 2.5 are
knowingly made in contemplation of such benefits.





(d)  Each
Guarantor assumes all responsibility for being and keeping itself
informed of the financial condition and assets of the Borrower, and
of all other circumstances bearing upon the risk of non-payment of
the Obligations and the nature, scope and extent of the risks the
Guarantors assume and incur hereunder, and agrees that the Secured
Parties shall have no duty to advise the Guarantors of information
known to them regarding such circumstances or risks.












(e)  Each
Guarantor hereby waives any right to enforce any other remedy that
the Secured Parties now have or may hereafter have against any
third party, any endorser or any other guarantor of all or any part
of the Obligations and any benefit of and any right to participate
in, any security or collateral given to or for the benefit of the
Secured Parties to secure payment of the Obligations.





(f)  Each
Guarantor hereby waives all claims (as such term is defined in the
United States Bankruptcy Code) it may at any time otherwise have
against the Borrower arising from any transaction whasoever,
including, without limitation, its rights to assert or enforce any
such claims.





(g)  Each
Guarantor hereby waives, to the fullest extent permitted by
applicable law, without limiting the generality of the foregoing or
any other provision hereof, all rights and benefits which might
otherwise be available to the Subsidiary Guarantor under Sections
2809, 2810, 2815, 2819, 2821, 2839, 2845, 2848, 2849, 2850, 2899
and 3433 of the California Civil Code.





(h)  Each
Guarantor acknowledges and affirms that it understands and is aware
that if the Administrative Agent on behalf of the Secured Parties
elects to foreclose on any real property security nonjudicially,
any right of subrogation of such Guarantor against the Borrower may
be impaired or extinguished and that as a result of such impairment
or extinguishment or subrogation rights, the Guarantors might
otherwise have a defense to a deficiency judgment arising out of
the operation of Section 580d of the California Code of Civil
Procedure and related principles of estoppel, and waives any
defense arising out of any such election by the Administrative
Agent on behalf of the Secured Parties, including, without
limitation, the defense arising out of the operation of Section
580d of the Code of Civil Procedure and related principles of
estoppel, even though such election operates to impair or
extinguish any right of reimbursement or subrogation or other right
or remedy of the Guarantors against the Company or any other party
or any security.





SECTION II.6. 
Subrogation.  Each Guarantor agrees that it will not
exercise any rights


that it may now have or
hereafter acquire against the Borrower that arise from the
existence, payment, performance or enforcement of such Guarantor's
Obligations under this Guaranty or any other Loan Document,
including without limitation any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any
right to participate in any claim or remedy of the Administrative
Agent or any beneficiary against the Borrower or any Collateral,
whether or not such claim, remedy or right arises at equity or
under contract, statute or common law, including without limitation
the right to take or receive from the Borrower, directly or
indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim, remedy or
right except as specifically otherwise provided in the Loan
Documents.  Any amount paid to any Guarantor on account of any
such subrogation rights shall be held in trust for the benefit of
the Secured Parties and shall immediately be paid and turned over
to the Administrative Agent for the benefit of the Secured Parties
in the exact form received by such Guarantor (duly endorsed in
favor of the Administrative Agent, if required), to be credited and
applied against the Obligations, whether matured or unmatured, in
accordance with Section 2.8; provided,
however, that if









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





(b) the Termination
Date has occurred;





then at such
Guarantor’s request, the Administrative Agent, (on behalf of
the Secured Parties) will, at the expense of such Guarantor,
execute and deliver to such Guarantor appropriate documents
(without recourse and without representation or warranty) necessary
to evidence the transfer by subrogation to such Guarantor of an
interest in the Obligations resulting from such payment by such
Guarantor.  In furtherance of the foregoing, at all times
prior to the Termination Date, each Guarantor shall refrain from
taking any action or commencing any proceeding against the 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 Guaranty to
any Secured Party.  Notwithstanding the foregoing, to the
extent necessary to toll the statute of limitations, such Guarantor
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.





SECTION II.7. 
Successors, Transferees and Assigns, etc.  This
Guaranty shall:





(a)  be
binding upon each Guarantor, and its successors, transferees and
assigns; and





(b)  inure to
the benefit of and be enforceable by the Administrative Agent and
each other Secured Party.





Without limiting the
generality of clause (b), any Lender may assign or otherwise
transfer (in whole or in part) any Note, Credit Extension or
Commitment held by it to any other Person and such other Person
shall thereupon become vested with all rights and benefits in
respect thereof granted to such Lender under any Loan Document
(including this Guaranty) or otherwise, in each case as provided in
Section 11.11 of the Credit Agreement.





SECTION II.8. 
Payments; Application.  Each Guarantor hereby agrees
with each Secured Party as follows:












(a) Each Guarantor
agrees that all payments made by such Guarantor hereunder will be
made in Dollars to the Administrative Agent, without set-off,
counterclaim or other defense and in accordance with Sections 4.6
and 4.7 of the Credit Agreement, free and clear of and without
deduction for any Taxes, the Guarantor hereby agreeing to comply
with and be bound by the provisions of Sections 4.6 and 4.7 of the
Credit Agreement in respect of all payments made by it hereunder
and the provisions of which Sections are hereby incorporated into
and made a part of this Guaranty by this reference as if set forth
herein; provided, that references to the
“Borrower” in such Sections shall be deemed to be
references to each Guarantor, and references to “this
Agreement” shall be deemed to be references to this
Guaranty.





(b)  All
payments made hereunder shall be applied upon receipt as
follows:





(i)  first, to
the payment of all Obligations owing to the Administrative Agent
pursuant to Section 11.3 of the Credit Agreement;





(ii)  second,
after payment in full of the amounts specified in clause
(b)(i), to the ratable payment of all other Obligations owing
to the Secured Parties, with such amounts applied first to fees and
expenses, then to accrued and unpaid interest, then to the
outstanding principal amount of the Loans, then to Letter of Credit
Outstandings and then to Interest Rate Hedging Obligations; and





(iii)  third,
after payment in full of the amounts specified in clauses
(b)(i) and (b)(ii), and following the Termination Date,
to such Guarantor or any other Person lawfully entitled to receive
such surplus.





SECTION 2.9. 
Acceleration of Guaranty.  Each Guarantor hereby
jointly and severally agrees that, in the event of an Event of
Default under Section 9.1(i) of the Credit Agreement, and if such
Default shall occur at a time when any of the Obligations may not
then be due and payable, each Guarantor jointly and severally
agrees that it will pay to the Administrative Agent (for the
benefit of the Secured Parties) forthwith the full amount which
would be payable hereunder by each Guarantor if all such
Obligations were then due and payable.





SECTION 2.10. 
Release of Cayenta.  Each member of the Cayenta Group
shall be automatically released from this Guaranty and shall no
longer be a "Guarantor" hereunder upon the occurrence of the
following conditions precedent: (a) the issuance of shares in
connection with the initial public offering of Cayenta pursuant to
the terms of the applicable underwriting agreement and (b) delivery
of an officer's certificate to the Administrative Agent certifying
that no Default shall have occurred and then be continuing or would
result from the initial public offering.





                                                                   
ARTICLE III


                                         
REPRESENTATIONS AND WARRANTIES












SECTION
III.1.  Representations.  In order to induce the
Secured Parties to enter into the Credit Agreement and make Credit
Extensions thereunder, each Guarantor represents and warrants to
each Secured Party that the representations and warranties
contained in Article VI of the Credit Agreement, insofar as the
representations and warranties contained therein are applicable to
it and its properties, are true and correct (it being understood
that such representations and warranties not qualified by reference
to materiality or Material Adverse Effect shall be true and correct
in all material respects), 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 Guaranty by this
reference as though specifically set forth in this Article. 
Furthermore, each Guarantor represents that it has knowledge of the
Borrower’s and each other Obligor’s financial condition
and affairs and that it has adequate means to obtain from the
Borrower and each other Obligor on an ongoing basis information
relating thereto and to the Borrower’s and such
Obligor’s ability to pay and perform the Obligations, and
agrees to assume the responsibility for keeping, and to keep, so
informed for so long as this Guaranty is in effect.  Each
Guarantor acknowledges and agrees that the Secured Parties shall
have no obligation to investigate the financial condition or
affairs of any Obligor for the benefit of such Guarantor nor to
advise such Guarantor of any fact respecting, or any change in, the
financial condition or affairs of the Borrower or any other Obligor
that might become known to any Secured Party at any time, whether
or not such Secured Party knows or believes or has reason to know
or believe that any such fact or change is unknown to such
Guarantor, or might (or does) materially increase the risk of such
Guarantor as guarantor, or might (or would) affect the willingness
of such Guarantor to continue as a guarantor of the
Obligations.








                                                                   
ARTICLE IV


                                                            
COVENANTS, ETC.





SECTION IV.1. 
Covenants.  Each Guarantor covenants and agrees that,
at all times prior to the Termination Date, it will perform, comply
with and be bound by all of the agreements, covenants and
obligations contained in the Credit Agreement (including Articles
VII and VIII thereof) which are applicable to such Guarantor or its
properties, each such agreement, covenant and obligation contained
in the Credit Agreement 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 Guaranty by this reference as though specifically set
forth in this Article.








                                                                   
ARTICLE V


                                                 
MISCELLANEOUS PROVISIONS





SECTION V.1. 
Loan Document.  This Guaranty 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 V.2. 
Binding on Successors, Transferees and Assigns;
Assignment.  In addition to, and not in limitation of,
Section 2.7, this Guaranty shall be jointly and
severally binding upon each Guarantor and its successors,
transferees and assigns and shall inure to the benefit of and be
enforceable by each Secured Party and their respective successors,
transferees and assigns (to the full extent provided pursuant to
Section 2.7); provided, however, that no
Guarantor may (unless otherwise permitted under the terms of the
Credit Agreement) assign any of its obligations hereunder without
the prior written consent of all Lenders.





SECTION V.3. 
Amendments, etc.  No amendment to or waiver of any
provision of this Guaranty, nor consent to any departure by any
Guarantor therefrom, 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,
pursuant toSection 11.1 of the Credit Agreement) and then
such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.





SECTION V.4. 
Notices.  All notices and other communications provided
for hereunder shall be in writing (including facsimile
communication) and, mailed or telecopied or delivered to each
Guarantor, in care of the Borrower at the address or facsimile
number of the Borrower 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 facsimile, shall be
deemed given when the confirmation of transmission thereof is
received by the transmitter.





SECTION V.5. 
Additional Subsidiary Guarantors.  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 V.6. 
No Waiver; Remedies.  In addition to, and not in
limitation of, Section 2.3 and Section 2.5, no
failure on the part of any Secured Party to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the
exercise of any other right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.





SECTION V.7. 
Captions.   Section captions used in this Guaranty are
for convenience of reference only, and shall not affect the
construction of this Guaranty.





SECTION V.8. 
Severability.  Wherever possible each provision
of this Guaranty shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of
this Guaranty 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 Guaranty.












SECTION V.9. 
Governing Law, Entire Agreement, etc.  THIS GUARANTY
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).  THIS GUARANTY 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 V.10. 
Forum Selection and Consent to Jurisdiction.  ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS GUARANTY 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 GUARANTOR SHALL BE BROUGHT
AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK, BOROUGH
OF MANHATTAN OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK; PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH PROPERTY MAY
BE FOUND.  EACH GUARANTOR 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 GUARANTOR IN
CARE OF THE PROCESS AGENT AT THE PROCESS AGENT’S ABOVE
ADDRESS, AND EACH GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND
DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS
BEHALF.  EACH GUARANTOR 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
GUARANTOR, CARE OF THE BORROWER, AT THE ADDRESS FOR NOTICES
SPECIFIED IN THE CREDIT AGREEMENT.  EACH GUARANTOR HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS
OF THE STATE OF NEW YORK 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 GUARANTOR 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 ANY GUARANTOR 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 GUARANTOR
HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER LOAN
DOCUMENTS.





SECTION V.11. 
Waiver of Jury Trial.  EACH GUARANTOR HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY 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 SUCH GUARANTOR.  EACH GUARANTOR
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE SECURED PARTIES ENTERING INTO THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.





SECTION V.12. 
Counterparts.  This Guaranty 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, each
Guarantor has caused this Guaranty 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















                                                                                                                                       
ANNEX I to


                                                                                                                       
the Subsidiary Guaranty








SUPPLEMENT, dated as of
________________, ____ (this
“Supplement”),  to the Subsidiary Guaranty,
dated as of _____ __, ____ (together with all amendments,
supplements, restatements and other modifications, if any, from
time to time thereafter made thereto, the
“Guaranty”), 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 Guaranty) which from time to time thereafter
became a party thereto pursuant to Section 5.5 thereof (each,
individually, a “Guarantor”, and, collectively,
the “Guarantors”), in favor of the Secured
Parties (as defined in the Guaranty).





                                                            
W I T N E S S
E T H:





WHEREAS, pursuant to the
provisions of Section 5.5 of the Guaranty, the undersigned is
becoming a Guarantor under the Guaranty; and





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





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












SECTION 3.  Except as
expressly supplemented hereby, the Guaranty 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 Guaranty 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 GUARANTOR]








By:                                                                  


Name:


Title: