Exhibit F-2 - Form of Subsidiary Pledge Agreement



  


EXHIBIT F-2








                                              
SUBSIDIARY PLEDGE AGREEMENT


                                                                 





This PLEDGE AGREEMENT (as
amended, restated, supplemented, or otherwise modified from time to
time, the “Pledge Agreement”), dated as of
February 23, 2000 is made by each U.S. Subsidiary (as defined in
the  Credit Agreement referred to below) of THE TITAN
CORPORATION, a Delaware corporation, now or after the date hereof
(including pursuant to Section 7.6)  a signatory hereto
(each, individually, a “Pledgor,” and
collectively, the “Pledgors”), in favor of
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
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 (the “Borrower”), the
various financial institutions as are or may become parties thereto
(the “Lenders”),  CSFB, as Lead Arranger
and Administrative Agent for the Lenders, 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 Pledgor
is required to execute and deliver this Pledge
Agreement;





WHEREAS, each Pledgor has
duly authorized the execution, delivery and performance of this
Pledge Agreement; and





WHEREAS, it is in the best
interests of each Pledgor to execute this Pledge Agreement inasmuch
as such Pledgor 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
Pledgor 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 Pledge 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.





“Certificated
Interests” means, collectively, all Pledged Shares
evidenced by certificates.





“Collateral” is defined in
Section 2.1.





“Credit
Agreement” is defined in the first
recital.





“Distributions” means all
stock dividends, liquidating dividends, shares of stock resulting
from (or in connection with the exercise of) stock splits,
reclassifications, warrants, options, non-cash dividends, mergers,
consolidations, and all other distributions (whether similar or
dissimilar to the foregoing) on or with respect to any Pledged
Interests or other shares of Capital Stock constituting Collateral,
but shall not include Dividends.





“Dividends” means cash
dividends and cash distributions with respect to any Pledged
Interests made in the ordinary course of business and not a
liquidating dividend.





"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 Pledgor against
fluctuations in interest rates, entered into between such Pledgor
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 Pledgors under
Interest Rate Hedging Agreements.





“Lender” and
“Lenders” are defined in the first
recital.





“LLC”
means each limited liability company listed from time to time as a
Pledged Interest Issuer on Attachment 1 hereto.












“LLC
Interest” means the entire ownership interest of any
Pledgor in each Pledged Interest Issuer that is a LLC listed on
Attachment 1 hereto, including such Pledgor’s capital
account, its gain, loss, deduction and credit of such Pledged
Interest Issuer, his interest in all distributions made or to be
made by such Pledged Interest Issuer to such Pledgor and all of the
other rights, titles and interests of such Pledgor as an owner or a
member of such Pledged Interest Issuer, whether set forth in the
operating or membership agreement of such Pledged Interest Issuer,
by separate agreement or otherwise.





“Partnership” means each
general partnership or limited partnership listed from time to time
as a Pledged Interest Issuer on Attachment 1
hereto.





“Partnership
Interest” means the entire ownership interest of the
Pledgor in each Pledged Interest Issuer that is a Partnership
listed on Attachment 1 hereto, including the Pledgor’s
capital account, its gain, loss, deduction and credit of such
Pledged Interest Issuer, the Pledgor’s interest in all
distributions made or to be made by such Pledged Interest Issuer to
the Pledgor and all of the other rights, titles and interests of
the Pledgor as an owner, a general partner or a limited partner of
such Pledged Interest Issuer, whether set forth in the partnership
agreement of such Pledged Interest Issuer, by separate agreement or
otherwise.





“Pledge
Agreement” is defined in the preamble.





“Pledged Interest
Issuers” means each Person identified in Attachment
1 hereto as the issuer of the Pledged Interests (including the
maker of each Pledged Note) identified opposite the name of such
Person and each Person whose ownership, equity or other similar
interests, including shares of Capital Stock, Partnership Interests
and LLC Interests, are , or are required to be pledged hereunder
and under the Credit Agreement from time to time.





“Pledged
Interests” means (i) all Pledged Shares and (ii) all
Pledged Notes.





“Pledged
Notes” means all promissory notes of any Pledged Interest
Issuer, identified on Attachment 1 hereto, and any promissory notes
issued to any Pledgor in the future, as such promissory notes are
amended, restated, supplemented or otherwise modified from time to
time, in accordance with Section 4.1.6, together with any
promissory note any Pledged Interest Issuer taken in extension or
renewal thereof or substitution therefor.





"Pledged Shares"
means (a) all ownership, equity or other similar interests,
including shares of Capital Stock, Partnership Interests and LLC
Interests, of any Pledged Interest Issuer listed on Attachment 1
hereto and any shares of Capital Stock, Partnership Interests and
LLC Interests of any Pledged Interest Issuer obtained in the future
by any Pledgor, (b) the certificates representing all such
ownership, equity or similar interests and (c) all securities
convertible into, and all warrants, options or other rights to
acquire, such ownership, equity or similar interets; but excluding
all shares of voting stock of each class of any Foreign Subsidiary
in excess of 65% of the total issued and outstanding shares of the
voting stock of each such class.





“Pledgor” is defined in the
preamble.





“Secured
Obligations” is defined in Section 2.2.












“Securities
Act” is defined in Section 6.2.





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





“U.C.C.” means the Uniform
Commercial Code, as in effect from time to time in the State of New
York; provided, that if by reason of mandatory provisions of
law or the exercise of remedies, the perfection or the effect of
perfection or non-perfection of the Lien granted in any Collateral
is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than New York, “U.C.C.” means the
Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions hereof relating to such perfection or
effect of perfection or non-perfection or the exercise of
remedies.





SECTION I.2. 
Credit Agreement Definitions.  Unless otherwise defined
herein or the context otherwise requires, terms used in this Pledge
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
Pledge Agreement with such meanings.








                                                                   
ARTICLE II


                                                                      
PLEDGE





SECTION II.1. 
Grant of Security Interest.  Each Pledgor hereby
pledges, hypothecates, assigns, charges, mortgages, delivers and
transfers to the Administrative Agent, for its benefit and the
ratable benefit of each of the Secured Parties, and each Pledgor
hereby grants to the Administrative Agent, for the ratable benefit
of the Secured Parties, to secure the Secured Obligations, a
continuing security interest in, all of the following property (the
“Collateral”):





(a)  all
Pledged Interests;





(b)  all
right, title and interest of such Pledgor, whether now existing or
hereafter arising or acquired, in, to and under any partnership
agreement, limited liability company agreement or similar agreement
which governs the rights and obligations of the holder of
ownership, equity or similar interests in a Pledged Interest
Issuer;





(c)  all
Dividends, Distributions, interest and without duplication, other
payments and rights with respect to any Pledged Interest; and





(d)  all
proceeds of any of the foregoing.









SECTION II.2. 
Security for Obligations.  This Pledge Agreement
secures the payment in full 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 Pledgor now or
hereafter existing under the Credit Agreement and each other Loan
Document and each Interest Rate Hedging Agreement, whether for
principal, interest, costs, fees, indemnities, expenses, Interest
Rate Hedging Obligations or otherwise (including all Obligations of
each Pledgor now or hereafter existing under this Pledge Agreement
and each other Loan Document to which such Pledgor is or may become
a party), with all such Obligations being referred to as the
“Secured Obligations”.





SECTION II.3. 
Pledge and Transfer of Pledged Interests.  Any
Certificated Interests representing or evidencing any Collateral
shall be delivered to and held by or on behalf of the
Administrative Agent pursuant hereto, shall be in suitable form for
transfer by delivery, and shall be accompanied by all necessary
instruments of transfer or assignment, duly executed in blank by
the applicable Pledgor or, if any Collateral is in the form of
uncertificated securities, confirmation and evidence satisfactory
to the Administrative Agent that the applicable Pledgor has taken
all actions requested by the Administrative Agent to provide for
the transfer to and perfection by the Administrative Agent of the
security interests in such uncertificated securities for the
benefit of the Secured Parties in accordance with the U.C.C. and
any other applicable law.





SECTION II.4. 
Dividends on Pledged Interests.  In the event that any
Dividend or other payment is to be paid on any Pledged Interests
(including any payment of any principal or interest on any Pledged
Note) at a time when no Default has occurred and is continuing or
would result therefrom, such Dividend or payment may be paid
directly to the applicable Pledgor.  If any such Default or
Event of Default has occurred and is continuing, then any such
Dividend or payment shall be paid directly to the Administrative
Agent for the benefit of the Secured Parties.





SECTION II.5. 
Continuing Security Interest.  This Pledge 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 Pledgor 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 clause
(c), any Lender may assign or otherwise transfer (in whole or
in part) any Note or Loan 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 Pledge 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
Pledgor’s sole expense, deliver to the applicable Pledgor,
without any representations, warranties or recourse of any kind
whatsoever, all certificates and instruments previously delivered
to the Administrative Agent representing or evidencing all Pledged
Interests, together with all other Collateral held by the
Administrative Agent hereunder, and execute and deliver to the
applicable Pledgor such documents as a Pledgor shall reasonably
request to evidence such termination.





SECTION II.6. 
Security Interest Absolute.  All rights of the
Administrative Agent and the security interests granted to the
Administrative Agent hereunder, and all obligations of each Pledgor
hereunder, shall be joint and several and 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 Pledgor 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.7. 
Postponement of Subrogation, etc.  Each Pledgor agrees
that it will not exercise any rights which it may acquire by reason
of any payment made hereunder, whether by way of subrogation,
reimbursement or otherwise, until following the Termination
Date.  Any amount paid 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 Secured
Obligations, whether matured or unmatured, in accordance with the
terms of the Credit Agreement; provided, however,
that if





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





(b)  the
Termination Date has occurred;





then each Secured Party
agrees that, at such Pledgor’s request, the Administrative
Agent, on behalf of the Secured Parties, will execute and deliver
to such Pledgor appropriate documents (without recourse and without
representation or warranty) necessary to evidence the transfer by
subrogation to such Pledgor of an interest in the Secured
Obligations resulting from such payment by such Pledgor.  In
furtherance of the foregoing, at all times prior to the Termination
Date, each Pledgor 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
respect of payments made under this Pledge Agreement to any Secured
Party.  Notwithstanding the foregoing, to the extent necessary
to toll the statute of limitations, such Pledgor 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, etc.  In
order to induce the Secured Parties to enter into the Credit
Agreement and to make Credit Extensions thereunder, each Pledgor
represents and warrants to each Secured Party as set forth in this
Article.












SECTION 3.1.1. 
Ownership, No Liens, etc.  Each Pledgor is the legal
and beneficial owner of, and has good and marketable title to (and
has full right and authority to pledge and assign) its Collateral,
free and clear of all Liens, options and other charges, except any
Lien granted pursuant hereto in favor of the Secured
Parties.





SECTION 3.1.2. 
Valid Security Interest. The execution and delivery of this
Pledge Agreement, together with (a)(i) in the case of Collateral in
the form of  a Certificated Interest, the delivery of such
Collateral to the Administrative Agent together with undated stock
powers executed in blank by the Pledgor, (ii) in the case of
Collateral in the form of an uncertificated security, the
registration with the Pledged Interest Issuer of such
uncertificated security, or (iii) in the case of Collateral in the
form of Pledged Notes, delivery of such Collateral and an allonge
to such Collateral to the Administrative Agent, or (b) in the case
of other than Certificated Interests, the filing of U.C.C.
financing statements in the filing offices listed on Attachment 2
hereto, is effective to create a valid, perfected, first priority
security interest in such Collateral and all proceeds thereof,
securing the Secured Obligations.  No further action is
necessary to perfect or protect such security interest in the
Collateral and the proceeds thereof, subject to Section 9-306 of
the U.C.C.





SECTION 3.1.3.  As
to Pledged Interests.  In the case of





(a)  any
Pledged Interests (other than Pledged Notes) constituting
Collateral,





(i)  all of
such Pledged Interests are duly authorized, and validly issued,
fully paid, and non-assessable, and constitute that percentage of
the issued and outstanding shares of Capital Stock, Partnership
Interests, LLC Interests and other ownership interest of each
Pledged Interest Issuer set forth on Attachment 1 hereto; and





(ii) the Pledgor
has delivered to the Administrative Agent true and complete copies
of the partnership, membership, operating or ownership agreements,
as applicable, for each Pledged Interest Issuer that is an LLC or a
Partnership, which agreements are currently in full force and
effect and have not been amended or modified except as disclosed to
the Administrative Agent in writing; and





(b)  in the
case of each Pledged Note, all of such Pledged Notes have been duly
authorized, executed, endorsed, issued and delivered, and are the
legal, valid and binding obligation of the issuers thereof, and are
not in default.





SECTION 3.1.4. 
Location of Pledgor.  The jurisdictions in which the
Pledgor is located for purposes of Sections 9-103 and 9-104 of the
U.C.C. are set forth in Attachment 2 hereto.












SECTION 3.1.5. 
Nature of Pledged Interests.  No LLC Interests or
Partnership Interests are Certificated Interests.





                                                                   
ARTICLE IV


                                                                 
COVENANTS





SECTION IV.1. 
Covenants.  Each Pledgor covenants and agrees that, at
all times prior to the Termination Date, it will perform, comply
with and be bound by the obligations set forth in this Article.





SECTION
IV.1.1.  Protect Collateral; Further Assurances,
etc.  Each Pledgor covenants and agrees that it will not
sell, assign, transfer, pledge, or encumber in any other manner the
Collateral (except in favor of the Administrative Agent
hereunder).  Each Pledgor will warrant and defend the right
and title herein granted unto the Administrative Agent in and to
the Collateral (and all right, title, and interest represented by
the Collateral) against the claims and demands of all other
Persons.  Each Pledgor agrees that from time to time, at the
expense of such Pledgor, it will promptly execute and deliver all
further instruments, and take all further action, that may be
necessary or desirable, or that the Administrative Agent may
reasonably request, in order to perfect 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.  The
Pledgor will not, without thirty (30) days’ prior written
notice to the Administrative Agent, (i) change its name or
structure so as to make any financing or other statement filed
pursuant to this Pledge Agreement become seriously misleading or
(ii) change the jurisdiction in which it is located to other than
those specified in Section 3.1.4.  Each Pledgor will
pledge hereunder, immediately upon its acquisition (directly or
indirectly) thereof, any and all additional Indebtedness owed to
such Pledgor pursuant to any note with an Obligor.  Each
Pledgor further covenants and agrees as follows:












(a)        If
any Pledgor shall become entitled to receive or shall receive any
stock or other certificate (including any certificate representing
a Dividend or a Distribution in connection with any
reclassification, increase or reduction of capital or any
certificate issued in connection with any reorganization), option
or rights, whether in addition to, in substitution of, as a
conversion of, or in exchange for any portion of the Collateral (or
otherwise in respect thereof), such Pledgor shall accept the same
as the agent of the Administrative Agent, hold the same in trust
for the Administrative Agent and deliver the same forthwith to the
Administrative Agent in the exact form received, duly endorsed (in
blank) by such Pledgor to the Administrative Agent, if required,
together with an undated stock power or other necessary instrument
of transfer covering such certificate duly executed in blank by
such Pledgor, to be held by the Administrative Agent, subject to
the terms of this Pledge Agreement, as additional security for the
Secured Obligations.  In addition, any sums paid upon or in
respect of the Collateral upon the liquidation or dissolution of
any Pledged Interest Issuer shall be held by the Administrative
Agent as additional security for the Secured Obligations.  If
any sums of money or property so paid or distributed in respect of
any Collateral shall be received by any Pledgor, then such Pledgor
shall, until such money or property is paid or delivered to the
Administrative Agent, hold such money or property in trust for the
Administrative Agent (on behalf of the Secured Parties), segregated
from other funds of such Pledgor, as additional collateral securing
the Secured Obligations.





(b)       
Except as otherwise expressly permitted by the Credit Agreement,
without the prior written consent of the Administrative Agent, no
Pledgor will (i) consent to any material modification, extension or
alteration of the terms of any membership or operating agreement of
the LLCs or the Partnerships or (ii) accept a surrender of any
membership or operating agreement of any of the LLCs or the
Partnerships, as applicable, or waive any breach of or default
under any such agreement by any other party thereto.





(c)       
Each Pledgor will advise the Administrative Agent promptly, in
reasonable detail (i) of any Lien or claim made or asserted against
any material part of the Collateral, (ii) of any material change in
the composition of the Collateral, and (iii) of the occurrence of
any other event relating specifically to such Pledgor or its assets
which could reasonably be expected to have a material adverse
effect on the aggregate value of the Collateral or on the security
interests created hereunder.





SECTION
IV.1.2.  Registration of Pledged Interests, etc. 
Concurrently with the execution and delivery of this Pledge
Agreement, each Pledgor shall execute and deliver to the applicable
Pledged Interest Issuer instructions to register, substantially in
the form of Exhibit A hereto, and cause each Pledged
Interest Issuer to execute and deliver to the Administrative Agent
the Initial Transaction Statement, substantially in the form of
Exhibit B hereto, confirming that each Pledged Interest
Issuer (in which such Pledgor owns a Pledged Interest (other than
in the case of a Certificated Interest or a Pledged Note)) has
registered the pledge by such Pledgor effected by this Pledge
Agreement on its books.  In addition, the Pledgor agrees that
it shall cause each issuer of Certificated Interests to execute and
deliver to the Administrative Agent an acknowledgment in a form
satisfactory to the Administrative Agent.





SECTION
IV.1.3.  Stock Powers, etc.  Each Pledgor agrees
that all Certificated Interests constituting Collateral delivered
by such Pledgor pursuant to this Pledge Agreement will be
accompanied by duly executed undated blank stock powers, or other
equivalent instruments of transfer acceptable to the Administrative
Agent, as is necessary under all applicable laws to perfect the
Lien in favor of the Secured Parties on such Collateral.  Each
Pledgor will, from time to time upon the request of the
Administrative Agent, promptly deliver to the Administrative Agent
such stock powers, instruments, and similar documents, satisfactory
in form and substance to the Administrative Agent, with respect to
the Collateral as the Administrative Agent may reasonably request
and will, from time to time upon the request of the Administrative
Agent after the occurrence, and during the continuance, of any
Event of Default, promptly transfer any Pledged Interests or other
shares of Capital Stock or other ownership interests constituting
Collateral into the name of any nominee designated by the
Administrative Agent.









SECTION
IV.1.4.  Continuous Pledge.  Each Pledgor will, at
all times, keep pledged to the Administrative Agent pursuant hereto
all Pledged Interests and all other shares of Capital Stock or
other ownership interests constituting Collateral, all Dividends
and Distributions with respect thereto (provided that if no Default
described in Section 9.1(i) of the Credit Agreement or Event of
Default shall have occurred or be continuing, such Dividends and
Distributions may be used for working capital or other
purposes),  all Pledged Notes, all interest, principal and
other proceeds received by the Administrative Agent with respect to
the Pledged Notes, and all other Collateral and other securities,
instruments, proceeds, and rights from time to time received by or
distributable to such Pledgor in respect of any Collateral and will
not permit any Pledged Interest Issuer to issue any Capital Stock
or other ownership interests or any options, warrants or other
rights to subscribe for or purchase Capital Stock (other than as
permitted by the Credit Agreement) which shall not have been
immediately duly pledged hereunder on a first priority perfected
basis.





SECTION
IV.1.5.  Voting Rights; Dividends, etc.  Each
Pledgor
agrees:          





(a)  after any
Default of the nature referred to in Section 9.1(i) of the Credit
Agreement or an Event of Default shall have occurred and be
continuing, promptly upon receipt of notice thereof by such Pledgor
and without any request therefor by the Administrative Agent, such
Pledgor will deliver (properly endorsed where required hereby or
requested by the Administrative Agent) to the Administrative Agent
all Dividends, Distributions, all other cash payments, and all
proceeds of the Collateral, all of which shall be held by the
Administrative Agent for the benefit of the Secured Parties as
additional Collateral for use in accordance with
Section 6.4; and





(b)  after any
Event of Default shall have occurred and be continuing and the
Administrative Agent has notified any Pledgor of the Administrative
Agent’s intention to exercise its voting power under this
Section.





(i)  the
Administrative Agent may exercise (to the exclusion of each
Pledgor) the voting power and all other incidental rights of
ownership with respect to any Pledged Interests or other shares of
Capital Stock or other ownership interests constituting Collateral
and each Pledgor hereby grants the Administrative Agent an
irrevocable proxy, exercisable under such circumstances, to vote
the Pledged Interests and such other Collateral; and





(ii)  promptly
to deliver to the Administrative Agent such additional proxies and
other documents requested by the Administrative Agent as may be
necessary to allow the Administrative Agent to exercise such voting
power.












All Dividends, Distributions, cash
payments and proceeds which may at any time and from time to time
be held by any Pledgor but which such Pledgor is then obligated to
deliver to the Administrative Agent, shall, until delivery to the
Administrative Agent, be held by such Pledgor separate and apart
from its other property in trust for the Secured Parties.  The
Administrative Agent agrees that unless an Event of Default shall
have occurred and be continuing and the Administrative Agent shall
have given the notice referred to in clause (b), such
Pledgor shall have the exclusive voting power with respect to any
shares of Capital Stock or other ownership interests (including any
of the Pledged Interests) constituting Collateral and the
Administrative Agent shall, upon the written request of such
Pledgor, promptly deliver such proxies and other documents, if any,
as shall be reasonably requested by such Pledgor which are
necessary to allow such Pledgor to exercise voting power with
respect to any such share of Capital Stock or other ownership
interests (including any of the Pledged Interests) constituting
Collateral; provided, however, that no vote shall be
cast, or consent, waiver, or ratification given, or action taken by
any Pledgor that would impair any Collateral or be inconsistent
with or violate any provision of the Credit Agreement, any other
Loan Document or any Interest Rate Hedging Agreement.





SECTION
IV.1.6.  Additional Undertakings.  No Pledgor
will, without the prior written consent of the Administrative
Agent, take or omit to take any action the taking or the omission
of which could result in any impairment or alteration of any
instrument constituting Collateral.  In furtherance of the
foregoing, each Pledgor agrees that it will not, without the prior
written consent of the Administrative Agent (which consent shall
not be unreasonably withheld):





(a)  enter
into any agreement amending, supplementing, or waiving any
provision of any Pledged Note (including any underlying instrument
pursuant to which such Pledged Note is issued) or compromising or
releasing or extending the time for payment of any obligation of
the maker thereof; or





(b)  take or
omit to take any action the taking or the omission of which would
result in any impairment or alteration of any obligation of the
maker of any Pledged Note or other instrument constituting
Collateral.





SECTION 4.1.7. 
Pledgor Remains Liable.  Anything herein to the
contrary notwithstanding,





(a)  each Pledgor
shall remain liable to perform all of its duties and obligations as
an owner of the Pledged Interests, to the same extent as if this
Pledge Agreement had not been executed;





(b)  the exercise by
the Administrative Agent or any other Secured Party of any of its
rights hereunder shall not release any Pledgor from any of its
duties or obligations as owner of the Pledged Interests;
and





(c)  neither the
Administrative Agent nor any other Secured Party shall have any
obligation or liability as an owner of any Pledged Interest as
applicable, by reason of this Pledge
Agreement.           












                                                                   
ARTICLE V


                                                         
THE Administrative Agent





SECTION V.1.
Administrative Agent Appointed Attorney-in-Fact.  Each
Pledgor hereby irrevocably appoints the Administrative Agent as
such Pledgor’s attorney-in-fact, with full authority in the
place and stead of such Pledgor and in the name of such Pledgor or
otherwise, from time to time in the Administrative Agent’s
discretion, after the occurrence and during the continuance of a
Default of the nature referred to in Section 9.1(i) of the Credit
Agreement or any other Event of Default, to take any action and to
execute any instrument which such Administrative Agent may deem
necessary or advisable to accomplish the purposes of this Pledge
Agreement, including without limitation:





(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);
and





(c)  to file
any claims or take any action or institute any proceedings which
such Administrative Agent may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the
rights of such Administrative Agent with respect to any of the
Collateral.





Each Pledgor 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 Pledgor fails
to perform any agreement contained herein, the Administrative Agent
may itself perform, or cause performance of, such agreement, and
the reasonable expenses of the Administrative Agent incurred in
connection therewith shall be jointly and severally payable by the
Pledgors pursuant to Section 6.4.





SECTION V.3.
Administrative Agent Has No Duty.  The powers conferred
on the Administrative Agent hereunder are solely to protect its
interests (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 their possession
and the accounting for moneys actually received by it hereunder,
the Administrative Agent shall have no duty as to any Collateral or
responsibility for





(a) 
ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any
Pledged Interests, whether or not the Administrative Agent has or
are deemed to have knowledge of such matters, or









(b)  taking
any necessary steps to preserve rights against prior parties or any
other rights pertaining to any Collateral.





SECTION V.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, without notice
except as specified below, sell the Collateral or any part thereof
in one or more parcels at public or private sale, at 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
Pledgor agrees that, to the extent notice of sale shall be required
by law, at least ten days’ prior notice to any Pledgor 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.





(b)  The
Administrative Agent may





(i)  transfer
all or any part of the Collateral into the name of the
Administrative Agent or its nominee, with or without disclosing
that such Collateral is subject to the Lien hereunder,





(ii)  notify
the parties obligated on any of the Collateral to make payment to
the Administrative Agent of any amount due or to become due
thereunder,









(iii)  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 obligations of any nature of any
party with respect thereto,





(iv)  endorse
any checks, drafts, or other writings in any Pledgor’s name
to allow collection of the Collateral,





(v)  take
control of any proceeds of the Collateral,





(vi)  execute
(in the name, place and stead of any Pledgor) endorsements,
assignments, stock powers and other instruments of conveyance or
transfer with respect to all or any of the Collateral,





(vii) 
accelerate any Pledged Note which may be accelerated in accordance
with its terms and take any other action to collect upon any
Pledged Note (including, without limitation, to make any demand for
payment thereon), and





(viii)  to
vote all or any part of the Pledged Interests (whether or not
transferred into the name of the Administrative Agent) and give all
consents, waivers and ratifications in respect of the Collateral
(including, without limitation, under all operating agreements,
partnership agreements or other agreements relating to the
Collateral) and otherwise act with respect thereto as if it were
the outright owner thereof.





SECTION VI.2. 
Securities Laws.  If the Administrative Agent shall
determine to exercise its right to sell all or any of the
Collateral pursuant to Section 6.1, each Pledgor agrees
that, upon request of either Administrative Agent, such Pledgor
will, at such Pledgor’s own expense:





(a)  execute
and deliver, and cause each issuer of the Collateral contemplated
to be sold and the directors and officers thereof to execute and
deliver, all such instruments and documents, and do or cause to be
done all such other acts and things, as may be necessary or, in the
opinion of the Administrative Agent, advisable to register such
Collateral under the provisions of the Securities Act of 1933, as
from time to time amended (the “Securities
Act”), and comparable legislation in other jurisdictions,
and to cause the registration statement relating thereto to become
effective and to remain effective for such period as prospectuses
are required by law to be furnished, and to make all amendments and
supplements thereto and to the related prospectus which, in the
opinion of the Administrative Agent, are necessary or advisable,
all in conformity with the requirements of the Securities Act and
the rules and regulations of the Securities and Exchange Commission
applicable thereto and comparable legislation, rules and
regulations in other jurisdictions;












(b)  use its
best efforts to qualify the Collateral under the state securities
or “Blue Sky” laws and to obtain all necessary
governmental approvals for the sale of the Collateral, as requested
by the Administrative Agent;





(c)  cause
each such Pledged Interest Issuer to make available to its security
holders, as soon as practicable, an earnings statement that will
satisfy the provisions of Section 11(a) of the Securities Act and
comparable legislation in other jurisdictions; and





(d)  do or
cause to be done all such other acts and things as may be necessary
to make such sale of the Collateral or any part thereof valid and
binding and in compliance with applicable law.





Each Pledgor further
acknowledges the impossibility of ascertaining the amount of
damages that would be suffered by the Administrative Agent and the
Secured Parties by reason of the failure by such Pledgor to perform
any of the covenants contained in this Section and, consequently,
jointly and severally, agrees that, if any Pledgor shall fail to
perform any of such covenants, the Pledgors shall pay, as
liquidated damages and not as a penalty, an amount equal to the
value (as determined by the Administrative Agent) of the Collateral
on the date the Administrative Agent shall demand compliance with
this Section.  Notwithstanding the provisions of this Section
6.2, the Administrative Agent shall not be obligated to register
any of the Collateral under the Securities Act in connection with
the exercise of remedies hereunder and may elect, in its sole
discretion, to sell Collateral or any part thereof by private sale
in such manner and under such circumstances as the Administrative
Agent may deem necessary or advisable in order that such sale be
effected without such registration.





SECTION VI.3. 
Compliance with Restrictions.  Each Pledgor agrees that
in any sale of any of the Collateral whenever an Event of Default
shall have occurred and be continuing, the Administrative Agent are
hereby authorized to comply with any limitation or restriction in
connection with such sale as it may be advised by counsel is
necessary in order to avoid any violation of applicable law
(including compliance with such procedures as may restrict the
number of prospective bidders and purchasers, require that such
prospective bidders and purchasers have certain qualifications, and
restrict such prospective bidders and purchasers to Persons who
will represent and agree that they are purchasing for their own
account for investment and not with a view to the distribution or
resale of such Collateral), or in order to obtain any required
approval of the sale or of the purchaser by any governmental
regulatory authority or official, and each Pledgor further agrees
that such compliance shall not result in such sale being considered
or deemed not to have been made in a commercially reasonable
manner, nor shall the Administrative Agent or any other Secured
Party be liable or accountable to any Pledgor for any discount
allowed by the reason of the fact that such Collateral is sold in
compliance with any such limitation or restriction.












SECTION VI.4. 
Application of Proceeds.  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 additional collateral security for, or then
or at any time thereafter be applied in whole or in part by the
Administrative Agent against all or any part of the Secured
Obligations as follows:





(i)  first, to
the payment of all Obligations owing to the Administrative Agent
pursuant to Section 11.3 of the Credit Agreement and Section
6.5;





(ii)  second,
after payment in full of the amounts specified in clause
(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
(i) and (ii), and following the Termination Date, to the
Pledgors or any other Person lawfully entitled to receive such
surplus.





SECTION VI.5. 
Indemnity and Expenses.  Each Pledgor hereby jointly
and severally agrees to indemnify and hold harmless the
Administrative Agent and the Secured Parties from and against any
and all claims, losses, and liabilities arising out of or resulting
from this Pledge Agreement (including enforcement of this Pledge
Agreement), except claims, losses, or liabilities resulting from
the Administrative Agent’s or a Secured Party's gross
negligence or wilful misconduct.  Upon demand, each Pledgor
jointly and severally agrees that it will pay to the Administrative
Agent the amount of any and all reasonable expenses, including the
reasonable fees and disbursements of its counsel and of any
experts, which the Administrative Agent or any other Secured Party
may incur in connection with:





(a)  the
administration of this Pledge Agreement, the Credit Agreement and
any other Loan Document;





(b)  the
custody, preservation, use, or operation of, or the sale of,
collection from, or other realization upon, any of the
Collateral;





(c)  the
exercise or enforcement of any of the rights of the Administrative
Agent hereunder; or





(d)  the
failure by any Pledgor to perform or observe any of the provisions
hereof.





The provisions of this
Section 6.5 shall survive the Termination Date.


















                                                                  
ARTICLE VII


                                                 
MISCELLANEOUS PROVISIONS





SECTION
VII.1.  Loan Document.  This Pledge 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.  Protection of Collateral.  The
Administrative Agent may from time to time, at their option,
perform any act which any Pledgor agrees hereunder to perform and
which such Pledgor shall fail to perform after being requested in
writing so to perform (it being understood that no such request
need be given after the occurrence and during the continuance of an
Event of Default) and the Administrative Agent may from time to
time take any other action which the Administrative Agent
reasonably deems necessary for the maintenance, preservation or
protection of any of the Collateral or of their security interest
therein.





SECTION
VII.3.  Binding on Successors, Transferees and Assigns;
Assignment.  This Pledge Agreement shall be jointly and
several binding upon each Pledgor 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; provided, however, that no Pledgor may
assign any of its obligations hereunder without the prior written
consent of all Lenders.





SECTION
VII.4.  Amendments, etc.  No amendment to or
waiver of any provision of this Pledge Agreement, nor consent to
any departure by any Pledgor herefrom, 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.5.  Notices.  All notices and other
communications provided for hereunder shall be in writing
(including facsimile communication) and, mailed or telecopied or
delivered to each Pledgor, in care of the Borrower at the address
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 7.6. 
Additional Subsidiary Pledgors.  Upon the execution and
delivery by any other Person of an instrument in the form of Annex
I hereto, such Person shall become a “Pledgor”
hereunder with the same force and effect as if originally named as
a “Pledgor” herein.  The execution and delivery of
any such instrument shall not require the consent of any other
Pledgor hereunder.  The rights and obligations of each Pledgor
hereunder shall remain in full force and effect notwithstanding the
addition of any new Pledgor as a party to this Pledge
Agreement.












SECTION 7.7.  No
Waiver; Remedies.  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 7.8. 
Captions.  Section captions used in this Pledge
Agreement are for convenience of reference only, and shall not
affect the construction of this Pledge Agreement.





SECTION 7.9. 
Severability.  Wherever possible each provision
of this Pledge Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any
provision of this Pledge 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
Pledge Agreement.





SECTION 7.10. 
Governing Law, Entire Agreement, etc.  THIS PLEDGE
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).  THIS PLEDGE 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 7.12. 
Forum Selection and Consent to Jurisdiction.  ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS PLEDGE 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 PLEDGOR SHALL BE
BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK,
NEW YORK COUNTY 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 PLEDGOR
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 PLEDGOR 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 PLEDGOR 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 PLEDGOR 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 PLEDGOR HEREBY IRREVOCABLY
WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS.





SECTION 7.13. 
Waiver of Jury Trial.  EACH PLEDGOR 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 PLEDGE
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 SUCH PLEDGOR.  EACH PLEDGOR
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.





SECTION 7.14. 
Counterparts.  This Pledge 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
Pledgor has caused this Pledge 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 Pledge Agreement








SUPPLEMENT, dated as of
________________, ____ (this
“Supplement”),  to the Subsidiary Pledge
Agreement, dated as of ___________ __, 20__ (together with all
amendments, supplements, restatements and other modifications, if
any, from time to time thereafter made thereto, the
“Pledge 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 Pledge Agreement) which from time to time
thereafter became a party thereto pursuant to Section 7.6 thereof
(each, individually, a “Pledgor”, and,
collectively, the “Pledgors”), in favor of the
Secured Parties (as defined in the Pledge Agreement).





                                                            
W I T N E S S
E T H:





WHEREAS, pursuant to the
provisions of Section 7.6 of the Pledge Agreement, the undersigned
is becoming a Pledgor under the Pledge Agreement; and





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





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





SECTION 3.  Except as
expressly supplemented hereby, the Pledge 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 Pledge 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 PLEDGOR]








By:                                                


      Name:


    
Title: 








ACCEPTED BY:





CREDIT SUISSE FIRST
BOSTON,


  as Administrative
Agent








By:                                                         


    
Name:


    
Title:








By:                                                         


    
Name:


    
Title:









EXHIBIT A


to SUBSIDIARY
                                                                               
                                               
Pledge Agreement








INSTRUCTION
TO REGISTER PLEDGE








___________
__, ____








[                       
]





Attention:
________________





Ladies and
Gentlemen:





The undersigned, a
[member] [partner] [shareholder] of ___________, a [___________
limited liability company] [a ________ partnership] [a __________
corporation] (the “Company”), hereby instructs
the Company to register on the books of the Company the pledge of
the undersigned’s [membership] [partnership] interest in
favor of Credit Suisse First Boston, as administrative agent (the
“Administrative Agent”), pursuant to the
Subsidiary Pledge Agreement, dated as of February 23, 2000, made
by, among others, the undersigned in favor of the Administrative
Agent.





Very truly
yours,





[NAME OF
PLEDGOR]








By:______________________


      Name:


     
Title:                                                                      











cc:  Credit Suisse
First Boston


      









EXHIBIT
B         


                                                                                                                               
to  SUBSIDIARY


                                                                                                                               
Pledge Agreement








INITIAL
TRANSACTION STATEMENT








___________
__, ____





To:       Credit
Suisse First Boston





Attention: 





This statement is to
advise you that a pledge of the following uncertificated securities
has been registered in the name of Credit Suisse First Boston, as
Administrative Agent (the “Administrative
Agent”), as follows:





1.        
Uncertificated Securities:





The entire [limited
liability company] [partnership] interests of [NAME OF PLEDGOR] in
the undersigned [limited liability company] [________ partnership]
[corporation].





2.        
Registered Owner:





[NAME OF
PLEDGOR]








3.        
Pledged in favor of:





Credit Suisse First
Boston,


   as the
Administrative Agent





4.        
There are no liens or restrictions of the undersigned [limited
liability company] [________ partnership] [corporation] and no
adverse claims to which the uncertificated securities are or may be
subject known to the undersigned [limited liability company]
[________ partnership] [corporation], other than in favor of Credit
Suisse First Boston, in its capacity as the Administrative
Agent.





5.        
The pledge was registered on _______ __, ____.





6.        
No transfer of the uncertificated securities shall be made without
the prior written consent of the Administrative Agent.












    
THIS STATEMENT IS MERELY A RECORD OF THE RIGHTS OF THE ADDRESSEE AS
OF THE TIME OF ITS ISSUANCE.  DELIVERY OF THIS STATEMENT, OF
ITSELF, CONFERS NO RIGHTS ON THE RECIPIENT.  THIS STATEMENT IS
NEITHER A NEGOTIABLE INSTRUMENT NOR A SECURITY.





Very truly
yours,





[NAME OF PLEDGED INTEREST
ISSUER]








By:___________________________________


      Name:


      Title:









                                                                                                                                                      
ATTACHMENT 1


                                                                                                                                                       
to  SUBSIDIARY


                                                                                                                                                       
Pledge Agreement