Exhibit A-1 - Form of Revolving Note



  


EXHIBIT A-1


                                                                                                                                                           





                                                            
REVOLVING 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
“Revolving Lender”) on the Stated Maturity Date
for all Revolving Loans, the principal sum of
[                                         ]
DOLLARS
($[                ])
or, if less, the aggregate unpaid principal amount of all Revolving
Loans made by the Revolving 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
Revolving Lender) as are or may become parties thereto
(collectively, the “Lenders”), Credit Suisse
First Boston, as administrative agent for the Lenders
(“Administrative Agent”), First Union
Securities, Inc., as Syndication Agent, and The Bank of Nova
Scotia, as Documentation Agent.  Unless otherwise defined,
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 Revolving Note is one
of the Revolving 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 Revolving 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 Revolving Note and
on which such Obligations may be declared to be immediately due and
payable.





The Borrower hereby
irrevocably authorizes the Revolving 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 Revolving 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 Revolving
Lender to make any such notations shall not limit or otherwise
affect any Obligations of the Borrower. 












Any assignment or transfer
of this Revolving 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 REVOLVING 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:









                                                              
REVOLVING LOANS AND PRINCIPAL PAYMENTS





 



	



Date

	



Amount of
Revolving 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