Exhibit A-3 - Form of Term B Note



                                                                                                                                      
EXHIBIT A-3








                                                               
TERM B NOTE








$_________                                                                                                          
February __, 2000








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





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





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





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















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





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





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








THE TITAN
CORPORATION








By
                                                                              


  
Name:


  
Title:









TERM B LOAN AND
PRINCIPAL PAYMENTS





 



	



Date

	



Amount
of


Term B
Loan Made

	



Interest


Period


(If
Applicable)

	



Amount
of Principal


Repaid

	



Unpaid
Principal


Balance

	



Total

	



Notation


Made
By


	



Alternate


Base
Rate

	



LIBO


Rate

	



Alternate


Base
Rate

	



LIBO


Rate

	



Alternate


Base
Rate

	



LIBO


Rate