**Exhibit10.35**

**SETTLEMENTAGREEMENT**

This Settlement Agreement (this “Agreement”) is datedas of March 4, 2004 by and between The Titan Corporation (“Titan”) and RichardM Kipperman (“Trustee”), solely in his capacity as the Chapter 7 trustee forSureBeam Corporation (“SB”) and for SB OperatingCo, LLC (“OpCo” and togetherwith SB, “SureBeam”) (Titan and the Trustee are hereinafter referred to each asa “Party” and collectively as the “Parties”).

**RECITALS**

WHEREAS, on January 19, 2004, SB and its wholly-ownedsubsidiary, OpCo, filed voluntary petitions for relief under Chapter 7 of Title11 of the United States Code (the “Bankruptcy Code”), which cases are pendingbefore the United States Bankruptcy Court for the Southern District ofCalifornia (the “Bankruptcy Court”) as Case Nos. 04-00421-LA and 04-00422-LA,respectively (the “Cases”);

WHEREAS, the Trustee has been appointed and hasaccepted his appointment as Chapter 7 trustee in the Cases;

WHEREAS, on February 9, 2004, Titan filed motionsseeking relief from the automatic stay in the SureBeam Cases (the “ReliefMotions”) in which it made a number of assertions, including that SureBeam isindebted to Titan in an amount in excess of $47.9 million (representing amountsadvanced to SureBeam pre-petition under a senior secured credit facility andthe aggregate Titan liabilities under lease guaranties executed by Titan forthe benefit of SureBeam); that such debt (the “Secured Debt”) is secured byduly perfected and validly enforceable first-priority liens on all of SureBeam’spre-petition assets of any and every kind save and except only for theremaining proceeds of SureBeam’s Fall 2003 equity round, that the SureBeambankruptcy estates (the “Estates”) have no equity in such assets above theamount of the Secured Debt; that SureBeam defaulted pre-petition in the rentand other payments owed to Titan under three subleases of real property(collectively, the “Subleases”), that such Sublease rent defaults continuepost-petition, and that there is no net value in the Subleases for SureBeam orits Estates, such Subleases generally described as:
| (A)    | Sioux City:                          |
|--------|--------------------------------------|
|   | Lessor:                              |  Cloverleaf  ColdStorage Co. |
|   | Location:                            | 2640 Murray Street |
|   | Sioux City, IA   51111          |
|   |                                 |
| (B)    | Dublin Facility Office Space:        |
|   | Lessor: CZAPLA Inc.                  |
|   | Location: 6780 Sierra Court, Suite A |
|   | Dublin, CA 94568                     |

 

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| (C)    | Dublin Facility Manufacturing Space: |
|--------|--------------------------------------|
|   | Lessor:                              | BG Management |
|   | Location:                  | 6780 Sierra Court, Suite R,Q,L,O |
|   | Dublin, CA 94568                     |

 

WHEREAS, the Trustee disputes certain of theallegations and assertions made by Titan as described in the immediatelypreceding recital paragraph;

 

WHEREAS, the Parties wish to settle all outstandingdisputes among them arising prior to the Effective Date of this Agreement;

 

NOW, THEREFORE, in consideration of the mutual promisesmade in this Agreement, the Parties hereby agree as follows:

 

1.             Acknowledgmentof the Recitals.  The Partiesacknowledge the accuracy of the matters and facts set forth in the recitalparagraphs which are part of this Agreement.

 

2.             Allowanceof Claim.  Titan shall have allowedclaims in the Cases as follows:

 

(a)           TitanSecured Claim.  Titanshall have an allowed secured claim in the amount of a minimum of approximately$47.9 million (1) in both of the Cases (the “Titan Secured Claim”), one such claimif the Cases are substantively consolidated and the collateral shall beaggregated for the purpose of the amount thereof such that Titan shall haveonly one recovery on the Titan Secured Claim. The Titan Secured Claim shall be deemed secured by a duly perfected andvalidly enforceable first-priority liens (but subject to any other dulyperfected liens therein which are senior in priority to Titan’s liens thereon)in all assets of SureBeam of any kind and every kind and wherever located, saveand except only for those “Excluded Assets” as defined in paragraph 8 below(such property, excluding the Excluded Assets, shall be identified as the“Collateral,” a non-exclusive summary schedule of which is attached hereto asExhibit “A”).  The amount of the TitanSecured Claim shall be the total amount of Titan’s Secured Claim less anyamounts realized by Titan from the sale or disposition of all or part of itsCollateral to third parties.  If Titanexercises its remedies under state law and forecloses on part or all of itsCollateral by credit bidding, the amount of Titan’s credit bid or bids shall becredited toward the amount of its Secured Claim.  If Titan takes title to all or part of its Collateral other thanthrough foreclosure under state law, the amount to be credited toward Titan’sSecured Claim shall be decided by agreement between Titan and the Trustee.  If no agreement is reached, Titan shallprovide a 10 day notice of the amount it seeks to credit bid, for all or partof the Collateral, to all parties entitled to notice pursuant to the orderlimiting notice entered in the Cases and unless a third party makes a bona fideand irrevocable bid in an amount in excess of the amount of Titan’s credit bid,the amount of Titan’s credit bid shall be credited toward the amount of Titan’sSecured Claim.  If a third party makes abona fide and irrevocable bid in excess of Titan’s credit bid, Titan will havethe option to increase its credit bid. SB and OpCo owned Collateral shall be aggregated for determining the amountof Titan’s Secured Claim.

 

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(1) The final amount of Titan’s Secured Claim will bedetermined in accordance with the Senior Secured Credit Agreement, dated as ofAugust 2, 2002, between The Titan Corporation and SureBeam Corporation.

 

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(b)           TitanUnsecured Claim.  Titanshall also have an allowed unsecured claim, calculated as set forth herein, inboth of the Cases (the “Titan Unsecured Claim”), one such claim if the Casesare substantively consolidated such that Titan shall have only one recovery onthe Titan Unsecured Claim.  The TitanUnsecured Claim shall be equal to the Titan Secured Claim, plus, to the extentnot included in the Titan Secured Claim, (i) costs incurred by Titan inconnection with the Secured Debt, (ii) any amounts owed Titan pursuant to theSubleases, (iii) any costs and expenses incurred by Titan in enforcing itsrights with respect to the Collateral or in satisfaction of any other liabilityfor which SureBeam is the primary obligor, and (iv) any other incidental Titanclaims including any claim of subsidiaries or affiliates of Titan******against SureBeam, less(v) any amounts realized from all or part of the Collateral as set forth inparagraph 2(a)  The Trustee for himselfand the Estates waives any and all right to object to (A) the manner ofdisposition of the Collateral, (B) the price for which the Collateral is soldor, if retained, credited; and (C) the designee of any transfer of any of theCollateral.  By including any componentclaim, debt or obligation in the calculation of the Titan Unsecured Claim,neither the Trustee nor Titan waives, releases or lessens its ability to usesuch component as a defense, offset or recoupment with respect to any thirdparty claim against Titan, SureBeam, the Trustee or the Estates.

 

(c)           NoOther Claims  Except for the TitanSecured Claim and the Titan Unsecured Claim, neither Titan nor any of itssubsidiaries or affiliates, including, but not limited to,  Titan Scan , shall have any other claim inthe Cases.

 

3.             Modificationof Stays.  As of the Effective Date,the automatic stay in the Cases will be modified so as to permit Titan, and theTrustee on behalf of the Estates, at their sole discretion and option, in thecase of Titan, to exercise its rights and remedies as a secured creditor andsublessor including, but not limited to, the rights to dispose of all or anypart of the Collateral, collect the SureBeam accounts receivable which areCollateral and, to the extent not already rejected by the Trustee or as anoperation of law, terminate the Subleases pursuant to applicable state law  and to take the other actions contemplatedby this Agreement.  The Trustee for himselfand the Estates waives any and all right to notification of the disposition ofthe Collateral, to require disposition of the Collateral, and to the redeem anyor all of the Collateral, to the maximum extent permissible, except asexpressly provided in this Agreement. Titan’s disposition of the Collateral will be made by Titan as itdeems appropriate in its sole and absolute discretion pursuant to applicablestate law, but subject to the other provisions of this Agreement.

 

4.             Deliveryto Titan.  Except for the ExcludedAssets (as defined below), the Trustee will promptly turn over or makeavailable, to the extent within the Trustee’s reasonable control or possession,to Titan the proceeds of any SureBeam accounts receivable (other than any ofwhich are Excluded Assets) and at Titan’s request all other Collateral andproceeds thereof in the possession of the Estates as of the Effective Date orthereafter.  Titan will retain ordispose of its Collateral or the proceeds of its Collateral, subject to theterms hereof, including originals or copies of books, journals and otherrecords, drawings, diagrams, illustrations, tapes, software, etc., which arepart of the Collateral or which were created in connection with the Collateral(the “Books and Records”).  Titan willreimburse the Trustee for any actual and reasonable costs incurred in order tocomply with this paragraph.  Moreover,the Trustee may in his sole discretion keep copies of the Books and Records andin any event Titan agrees to provide the 

 

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Trustee access to the Books and Records as may be reasonably requiredby the Trustee to wind up the Estates and the Cases.

 

5.             Leasedand Subleased Properties.  TheTrustee will cooperate with Titan in giving Titan and its representativesaccess to the Collateral and to the leased and subleased properties.  At Titan’s request, the Trustee shall assumeand assign one or more SureBeam leases or subleases to Titan.  At Titan’s request, the Trustee shall rejectone or more Subleases. Titan shall obtain the agreement of the landlords forproperties where Titan is either a guarantor or sublessor to release and waiveany claims such landlords may have against the Estates or otherwise satisfysuch claims.  With respect to theScranton Road lease only, Titan consents to the Trustee retaining or using anysecurity deposit or prepaid rent as an offset to any claim filed against theEstates by the Scranton Road lease landlord.

 

6.             The Landlord Receivable and the Vietnam Receivable.  Titan, in consultation with the Trustee,shall (a) undertake commercially reasonable efforts to collect and pay over tothe Trustee  the “Landlord Receivable”and the “Vietnam Receivable” (as those terms are defined hereafter), (b) timelyadvise the Trustee of its efforts in this regard, and (c) deliver to theTrustee any proceeds of the Landlord Receivable and the VietnamReceivable.  Notwithstanding theforegoing, in no event shall Titan be required to contribute or pay internaland/or third-party fees, costs and/or expenses (together, “Amounts”) (a) inexcess of $25,000 to satisfy its agreement to exercise commercially reasonableefforts to collect and pay over to the Trustee the Landlord Receivable; or (b)in excess of $25,000 to collect and pay over to the Trustee the VietnamReceivable.  Titan may, but it shall notbe obligated to, incur Amounts in excess of $25,000 to recover the LandlordReceivable and/or in excess of $25,000 to recover the Vietnam Receivable.  If, and only if, after consulting with theTrustee, the Trustee agrees that Titan should take additional commerciallyreasonable efforts which will require Titan to incur Amounts in excess of$25,000 to recover the Landlord Receivable and/or in excess of $25,000 torecover the Vietnam Receivable, Titan shall be permitted to pay itself from theapplicable receivable proceeds all Amounts incurred and pre-approved by theTrustee in excess of such $25,000 Amounts before delivering such applicableproceeds of such receivable(s) to the Trustee. Titan agrees that it will not take any action which would directly orindirectly deprive the Trustee of the benefit of the Landlord Receivable.  Nothing in this paragraph authorizes Titanto enter into any settlement regarding the Landlord Receivable or the VietnamReceivable, or to waive any claims or to enter into any other agreement withrespect thereto, without the express prior written consent of the Trustee (andBankruptcy Court approval, if and as required).

7.             Subordinationof Titan Unsecured Claim.  Titanagrees to subordinate the Titan Unsecured Claim (and the Titan Unsecured Claimshall be deemed subordinated without further action or order) to all allowedclaims in the Cases including, but not limited to, all allowed administrativeclaims and expenses, allowed priority claims, allowed general unsecured claimsand any other allowed claim in the Cases as identified in Bankruptcy Codesection 726 (collectively, the “Senior Allowed Claims “).  Titan shall be entitled to receivedistributions from the Estates and in the Cases on account of the TitanUnsecured Claim as a subordinated general unsecured creditor only after theallowed amounts of the Senior Allowed Claims are paid or satisfied in full.

 

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8.             Priorityof Distributions.  Recoveries fromthe following property (the “Excluded Assets”) shall first be used to pay orsatisfy Senior Allowed Claims in full before Titan shall be entitled to receiveany distribution of remaining recoveries, if any, on account of and up to thefull amount of the Titan Unsecured Claim:

 

(a)           any and all of the proceeds ofSureBeam’s Fall 2003 equity/PIPE transaction in the current remainingapproximate amount of $2.2 million (the “Cash”);

(b)           the loan by SB to XH Partners, L.P.,evidenced by that certain Loan Agreement and Promissory Note, dated March 2001,made by XH Partners, L.P. to the order of SB in the approximate amount of $1million and collateralized by a lien on certain real estate in Vernon,California, and any and all rights and amounts due SB thereunder (the “LandlordReceivable”);

(c)           any and all rights, accounts,accounts receivable and proceeds thereof due under or with respect that certainLetter of Credit issued in the original face amount of $1,450,000 of whichapproximately $750,000 remains outstanding, issued by Saigon Bank for Industryand Trade to SureBeam, and all contract and other rights against Son SonCompany, Ltd. relating thereto (the “Vietnam Receivable”);

(d)           any and all shareholder derivativelitigation claims held by SB or the Estates, all insurance claims relating thereto,and any and all recoveries and proceeds thereof, whether obtained throughsettlement or otherwise and whether from any insurance company or otherwise,including claims, recoveries and/or proceeds recovered against the Chubb Groupof Insurance Companies (Federal Insurance Company), National Union, Axis andACE under the denial of coverage to SureBeam under the Executive ProtectionPortfolios Policies and any related derivative claim or proceedings against AonRisk Services, Inc. of Southern California, provided however, notwithstandinganything in this Agreement to the contrary, the claims covered by thissubparagraph 8(d) must be based on shareholder derivative claims (collectively,the “Derivative Claims”); and

                (e)           causesof action arising under or by virtue of the Bankruptcy Code (including actionsunder Bankruptcy Code §§ 542 - 550 and 553).

If, and only if, the recoveries from the ExcludedAssetsare sufficientto pay the Senior Allowed Claims in full, will Titan be entitled to receive theremaining recoveries up to the full amount of the Titan Unsecured Claim.  In no event shall Titan be obligated to makeany additional contributions or payments of any kind whatsoever, except as maybe agreed to by the Parties or as provided in this Agreement, if the recoveriesfrom the Excluded Assets are insufficient to pay the Senior Allowed Claims infull.

9.             Transfer of Title to Collateral.  Upon the Effective Date and thereafter,Titan shall, in its sole and absolute discretion, elect to pursue a transfer oftitle to the Collateral in either of the following two (2) ways:

(a)           State Law Foreclosure Remedies.  Titan may elect to pursue state law remediesto foreclose on all or any portion of the Collateral.  If Titan elects to do so, Titan will do so with the reasonableassistance of the Trustee, if needed, including documentation 

 

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pertaining to theCollateral that the Trustee may provide to Titan upon Titan’s reasonablerequest and at Titan’s sole expense.

(b)           Bankruptcy Code Section 363Transfer.  Upon the Effective Dateand thereafter, at the reasonable request of Titan, the Trustee agrees to, atthe option of and in the manner requested by Titan in its reasonable discretionand pursuant to documentation prepared by Titan and reasonably acceptable tothe Trustee, voluntarily grant, assign, transfer, and deliver free and clear ofall claims, liens, interests, and encumbrances pursuant to sections 105, 363(b)and 363(f) of the Bankruptcy Code to Titan or its designee, as directed byTitan, his entire right, title, and interest in any and all or part of theCollateral; provided, however, that neither Titan nor any designated transfereeshall assume any liability or claim associated with the Collateral that has accruedon or before the Effective Date, except such liabilities as Titan or such othertransferee shall expressly assume or as to which Titan or such other transfereeare otherwise liable separate from such transfer.  Titan, its designees or any third party transferee shall bedeemed a good faith purchaser pursuant to section 363(m) of the BankruptcyCode.  Such transfers shall take placewithout further order of the Bankruptcy Court as Bankruptcy Court approval ofthis Agreement shall constitute approval of the transfer procedure set forth inthis paragraph.  The Trustee’sobligation to deliver and/or legally transfer Collateral continues in the eventthat any Collateral in existence at the time of this Agreement and notdisclosed by the Trustee or disclosed by SureBeam are subsequently located bythe Parties.  The Trustee shallcooperate with Titan and use commercially reasonable efforts to take any andall reasonably necessary actions necessary to effectuate the transfer of theCollateral to Titan and/or its designee, in each case, at Titan’s soleexpense.  The Trustee agrees to executeand deliver all documents reasonably necessary to effectuate the transfer ofthe Collateral, at Titan’s sole expense, pursuant to this paragraph ifrequested by Titan to do so.  Inaddition to the foregoing, upon execution of this Agreement, the Trustee agreesto, at the option of and in the manner reasonably requested by Titan in itssole and absolute discretion and pursuant to documentation prepared by Titan,turn over possession of the Collateral (within the Trustee’s control orpossession) to Titan or its designee, as directed by Titan, with transfer oftitle to subsequently occur as set forth in this Paragraph 9.  Notwithstanding anything in this Agreementto the Contrary, any Collateral transferred or delivered to Titan or itsdesignee by the Trustee shall be irrevocably transferred to Titan and Titanshall not be entitled to thereafter reject delivery or transfer of any suchCollateral.

(c)           Abandonment.  Nothing in this Agreement shall preclude theTrustee from abandoning property in accordance with the Bankruptcy Code orapplicable rules.

10.           Disposition of Collateral.  Following or in conjunction with thetransfer of all or any part of the Collateral by the Trustee to Titan or itsdesignee pursuant to Paragraph 9, the Trustee agrees that Titan may thereafterdispose of all or any part of the Collateral in its sole and absolutediscretion.

11.           Preservationof Collateral.  Prior to theEffective Date, the Trustee, in consultation with Titan, shall take all actionsthat the Trustee deems reasonable to preserve and protect the Collateral.  Titan shall pay for the actual andreasonable costs heretofore and hereafter incurred by the Estates to preserveor protect the Collateral, including without limitation the costs set forth inExhibit “B” hereto.

 

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12.           Claims Administration.  Without in any way diminishing Titan’s orthe Trustee’s independent rights under the Bankruptcy Code, but subject to theother provisions of this Agreement, Titan and the Trustee shall workcooperatively together in claim analysis, objection and administration.  Both the Trustee and Titan will be able touse claims, rights or defenses to the extent available as an offset or defenseagainst claims against SureBeam and/or the Estates.  Both the Trustee and Titan shall provide each other notice of thefiling of any objection to claim and notice of the settlement of any objectionto claim.

13.           Assumption and Assignment ofContracts.  Upon the Effective Dateand thereafter, but prior to any rejection of any Contract either by theTrustee or by operation of law, the Trustee agrees to, at the option of and atthe request of Titan, to voluntarily seek assumption and assignment to Titan orits designee or, at Titan’s request, seek an extension of the period in whichto assume, in each case upon Titan’s payment of any resulting administrativeliability to the Estates, of any and all contracts, agreements, executory contractsor unexpired leases, including but not limited to those contracts identified onSureBeam’s schedules, which are property of the Estates (the “Contracts”)pursuant to section 365 of the Bankruptcy Code, it being understood thatnotwithstanding anything to the contrary herein, Titan has the right at itssole and absolute discretion to elect at any time which Contracts as to whichassumption and assignment to Titan or its designee shall be sought, and absentsuch election, Titan will have no liability whatsoever under such Contracts,(except as may exist independent of assumption and assignment, such liabilitiesas Titan has contractually assumed pre-petition, and any liability as providedelsewhere in this Agreement).  TheTrustee agrees to provide Titan with access to and information about any suchContracts and to promptly file such pleadings as may be appropriate in theBankruptcy Court in a form and manner reasonably acceptable to Titan.  In the event Titan requests the Trusteeassume and assign any Contract, or seek any extension to do so, Titan will payany and all costs necessary to effect the assumption and assignment to Titan orextension and any administrative liability incurred with respect to doingso.  ***The Parties acknowledge and understand that any suchContracts not assumed or for which the time period to assume is not extended,or which is not otherwise rejected, will be deemed rejected on March 19, 2004as a matter of law.***

14.           Cooperation and CommerciallyReasonable Efforts. The Parties agree to use commercially reasonableefforts to cooperate fully with each other and to execute and deliver any andall further documents that may be reasonably necessary or desirable toeffectuate the purposes of this Agreement (provided, the Trustee shall not berequired to incur any material costs or expenses to do so).  The Parties specifically agree (a) tocooperate and supply any and all information requested by either Party inconnection with this Agreement; (b) to use commercially reasonable efforts and tofully cooperate in the liquidation of the Collateral in accordance with thisAgreement (provided, the Trustee shall not be required to incur any costsand/or expenses to do so); and (iii) to use commercially reasonable efforts andto fully cooperate in the resolution of third-party class action and theDerivative Claims for a period of four (4) years from the Effective Date oruntil the conclusion of any third-party class action or the Derivative Claimslitigation, whichever is later.  Nothingin this Agreement shall be construed to create any employment, independentcontractor, agency, co-venture, partnership, or other similar relationshipbetween Titan and the Trustee.

 

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15.           Alternative Dispute Resolution.  The Trustee, as holder of the DerivativeClaims belonging to the Estates, and Titan, shall use reasonable efforts toseek to have resolved and released the claims against SB’s and OpCo’s directorsand officers and (Titan’s directors and officers to the extent action outsidethe scope of directors and officers) in the context of a global settlement ofclaims of the Estates, of the Derivative Claims litigation and of the classaction litigation, including the litigations identified on Exhibit “C” hereto,by promptly pursuing a compromise through an alternative dispute resolutionprocedure, if reasonably possible or available.  The Trustee and Titan shall use reasonable efforts to have anysettlement reached by the Trustee or Titan through this mechanism to providefor a general release of SureBeam, the Estates, Titan, their subsidiaries, andtheir successors and assigns, as well as their directors and officers from allparties who have asserted or could assert such claims against SureBeam, theEstates Titan, their subsidiaries and/or their successors and assigns or theirdirectors and officers.

16.           Mutual Releases.  As of the Effective Date and inconsideration of the Trustee’s and Titan’s covenants, duties andresponsibilities under this Agreement, the Trustee, on behalf of himself, theEstates, and their successors, assigns and representatives, and Titan, onbehalf of itself, its subsidiaries, its affiliates, its successors, assigns,and representatives hereby waives and releases as follows:

(i)            Release and Waiver of Claims.  Except as to such rights or claims as may becreated or recognized by this Agreement (including without limitation the TitanSecured Claim and the Titan Unsecured Claim), each of the Parties releases,remises, and forever discharges each of the Parties (including Titan’ssubsidiaries) and their successors and assigns, and their (Titan and itssubsidiaries) directors, officers, agents and employees (to the extent suchindividuals were acting in their capacities as directors, officers, agents andemployees of Titan or its subsidiaries), from any and all claims, demands,causes of action, obligations, damages, and liabilities, whether known orunknown, heretofore or hereafter arising out of, connected with or incidentalto these Cases or the allegations set forth in the derivative action litigationand class action litigation including, but not limited to, all claims forrecoveries and/or damages for amounts arising under any state or federalstatute, including, but not limited to, claims arising under any statefraudulent conveyance law or federal bankruptcy law including, but not limitedto sections 542, 544, 545, 547, 548, 549 or 553 of Title 11 of the UnitedStates Code.  Each of the Parties representsand warrants that it has not assigned, conveyed, transferred or pledged anypotential claims, defenses, demands, or causes of action against the otherParty to any other person or entity, whether voluntarily or involuntarily(except in favor of Titan or as may be provided under insurance policies or asmay have occurred pre-petition), and that to the extent any such claims,defenses, demands or causes of action exist, the Parties are the sole ownersand holders of such claims, defenses, demands, or causes of action.  Notwithstanding the foregoing: (a) theParties will retain (and the foregoing release shall not act to release) anyand all rights, interests and claims which they may have with respect to oragainst any and all persons other than each other (including withoutlimitation insurance companies or other issuers of insurance policies) and (b)the Parties will retain (and the foregoing release shall not act to release)any claim against each other to the extent that such may be used to offset,reduce or otherwise defend Titan, the Trustee and/or the Estates against anyclaim which 

 

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might be brought againstTitan, the Trustee and/or the Estates other than a claim by a Party to thisAgreement.

 

(ii)           Waiver of Civil Code Section 1542.  With respect to the matters releasedpursuant to Paragraph 16(i), each of the Parties specifically waives thebenefit of the provisions of section 1542 of the California Civil Code, whichprovides as follows:

 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HISSETTLEMENT WITH THE DEBTOR.

 

(iii)          Survival of Release and Waiver ofClaims.  The provisions set forth inthis Paragraph 16 shall survive full performance of all of the terms of thisAgreement.

(iv)          Limitation on Releases.  Notwithstanding anything to the contrary,the Parties reserve the right to assert claims against each other as a nominalparty to the extent that the other Party , as a matter of law, needs to benamed as a defendant in order to maintain or defend claims against thirdparties.

 

17.           Entire Agreement.  This Agreement represents the entireagreement and understanding between the Parties concerning the settlement ofall claims and supersedes and replaces any and all prior agreements andunderstandings among them.  Each term ofthis Agreement is contractual and not merely a recital.

18.           No Admission of Liability.  The Parties understand and acknowledge thatthis Agreement constitutes a compromise and settlement of disputed claims.  Except as set forth explicitly herein to thecontrary, no action taken by the Parties hereto, or any of them, either previouslyor in connection with this Agreement, shall be deemed or construed to be (a) anadmission of the truth or falsity of any claims, including claims of fact,heretofore made or (b) an acknowledgement or admission by any of the Parties ofany fault or liability or the amount of claims whatsoever to any other of theParties or to any third party.

19.           No Oral Modification.  This Agreement may only be amended inwriting signed by the Parties; provided, however, that during the course of theimplementation of this Agreement, the Parties may agree in writing to modifythe non-economic terms of this Agreement, as appropriate, in furtherance of theParties’ intent under this Agreement.

20.           Governing Law.  The laws of the State of California shallgovern this Agreement.

21.           Effective Date.  This Agreement is effective immediately uponentry of an order  by the BankruptcyCourt approving the terms hereof and which order expressly provides theinapplicability of any stay of effectiveness thereof (the “Effective Date”) andabsent a stay thereof, the Parties may thereupon act in reliance on such orderin implementing and acting on 

 

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this Agreement.  The Trustee shall promptly seek anddiligently pursue expedited Bankruptcy Court approval of this Agreement and shallprovide Titan with an opportunity to review and comment in advance of filingany pleading in connection with such approval. Any such pleading will contain a request for waiver of the ten day stayperiod provided for relief from stay orders pursuant to Federal Bankruptcy Rule4001(a)(3) any other applicable similar provision.  The order approving this Agreement shall be in form and substancereasonably acceptable to Titan and the Trustee.

22.           Construction; Interpretation.  The Parties have cooperated in the draftingand preparation of this Agreement. Hence, in any interpretation of this Agreement, the same shall not beconstrued against any one of the Parties. As used herein: (a) the terms “include,” “including” and formsthereof mean inclusive without limitation; (b) the term “person” means anyindividual, corporation, partnership, limited liability company, trust,governmental authority, or other entity of any kind; (c) singular wordsshall connote the plural as well as the singular and vice versa as the contextrequires; (d) each gender will include any other gender; (e) the term“day” means calendar day unless business day is expressly referred to; and(f) the words “herein,” “hereof,” “hereunder” and words of similar importrefer to this Agreement as a whole and not to any particular paragraph orsubparagraph.

23.           Counterparts.  This Agreement and may be signed in anynumber of counterparts, each of which shall be an original, with the sameeffect as if the signatures thereto and hereto were upon the same instrument.

24.           Voluntary Execution of Agreement.  This Agreement is executed voluntarily andwithout any duress or undue influence on the part or behalf of the Partieshereto, with the full intent of releasing all claims to the extent set forth herein.  The Parties acknowledge that:

(i)            they have read this Agreement;

(ii)           they have been represented in thepreparation, negotiation, and execution of this Agreement by legal counsel oftheir own choosing, or that they have voluntarily declined to seek such counselwith full knowledge of the potential consequences thereof;

(iii)          they have made such investigation ofthe facts pertaining to this settlement and this Agreement, and of all thematters pertaining to it, as they deem necessary;

(iv)          they understand the terms andconsequences of this Agreement and of the releases it contains; and

(v)           they are fully aware of the legal andbinding effect of this Agreement (subject to approval of the Bankruptcy Court).

25.           Enforcement and Jurisdiction.

(a)           Generally.This Agreement shall be subject to Bankruptcy Court approval and incorporatedinto an order of the Bankruptcy Court approving the settlement, and all Parties

 

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shall submit to the jurisdiction of Bankruptcy Courtto enforce the continuing obligations under this Agreement, and to resolve anydispute that may arise under this Agreement.

                                (b)           Severability.  Any term or provision of thisAgreement that is invalid or unenforceable in any situation in any jurisdictionshall not affect the validity or enforceability of the remaining terms andprovisions hereof or the validity or enforceability of the offending term norprovision in any other situation or in any jurisdiction.

                                (c)           Succession.  Neither this Agreement nor rights orobligations hereunder shall be assignable without the consent of the otherParty, except as occurs as a matter of law. Subject to the foregoing, this Agreement shall be binding upon and inureto the benefit of the Parties named herein and their respective successors andassigns.

26.           Notice.  Whenever any party shall desire or berequired to give or serve any notice, demand, request or other communicationwith respect to this Agreement, each such notice shall be in writing and shallbe effective only if the same is delivered by personal service, by telecopy, bytelegram, or mailed by registered or certified mail, postage prepaid, returnreceipt requested, addressed as follows:
| If to Titan:    |   | The Titan Corporation                      |
|-----------------|--------|--------------------------------------------|
|            |   | Mark W. Sopp, Sr. Vice President and Chief |
|            |   | Financial Officer                          |
|            |   | 3033 Science Park Road                     |
|            |   | San Diego, CA  92121                  |
|            |   | Fax: (858) 552-9614                        |
|            |   |                                       |
| With a Copy to: |   | Ali M.M. Mojdehi, Esq.                     |
|            |   | Baker & McKenzie                       |
|            |   | 101 W. Broadway, 12th Floor                |
|            |   | San Diego, CA 92101                        |
|            |   | Fax: (619) 236-0429                        |
|            |   |                                       |
| And             |   | Edward C. Dolan, Esq.                      |
|            |   | Hogan & Hartson LLP                    |
|            |   | Columbia Square                            |
|            |   | 555 Thirteenth Street, NW                  |
|            |   | Washington, DC 20004                       |
|            |   | Fax: (202) 637-5910                        |
|            |   |                                       |
| And             |   | John P. Brincko                            |
|            |   | Brincko Associates, Inc.                   |
|            |   | 1801 Avenue of the Stars, Suite 1025       |
|            |   | Los Angeles, CA 90067                      |
|            |   | Fax: (310) 553-6782                        |
|            |   |                                       |
| If to Trustee:  |   | Richard M Kipperman                        |
|            |   | Corporate Management, Inc.                 |
|            |   | Bankruptcy Trustee                         |
|            |   | P.O. Box 3939                              |
|            |   | La Mesa, CA  91944-3939               |
|            |   | Fax: (619) 668-9014                        |
|            |   |                                       |
| With a Copy to: |   | Martin A. Eliopulos, Esq.                  |
|            |   | Higgs Fletcher & Mack LLP              |
|            |   | 401 West A Street                          |
|            |   | Suite 2600                                 |
|            |   | San Diego, CA 92101-7910                   |

 

11

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Any such notice delivered personally or telecopiedshall be deemed to have been received upon delivery.  Any such notice sent by telegram shall be deemed to have beenreceived by the addressee one (1) business day after its acceptance for sendingby an authorized carrier thereof.  Anysuch notice sent by mail shall be deemed to have been received by the addresseethree (3) business days after posting in the United States Postal Service.  A Party hereto may change its address bygiving each of the Parties written notice of any address change as hereinprovided.

27.           Authorization to Bind.  The Parties warrant that the signatorieshave full authority to enter into this Agreement on behalf of any entity orentities for whom they are signing (subject, in the case of the Trustee, toapproval by the Bankruptcy Court).

28.           Headings.  Headings herein are used for convenience ofreference only and do not define or limit the scope of provisions of thisAgreement.

IN WITNESS OF THEFOREGOING, the Parties have executed this Agreement as of the Effective Date.

 

 
| DATED:  March 4, 2004 |   |   | THE TITAN CORPORATION               |
|----------------------------|--------|--------|-------------------------------------|
|                       |   |   |                                |
|                       |   | By:    | /s/ Mark W. Sopp                    |   |
|                       |   |   | Mark W. Sopp                        |
|                       |   |   | Sr. Vice President and Chief        |
|                       |   |   | Executive Officer                   |
| DATED: March 4, 2004       |   | By:    | /s/ Richard M Kipperman             |   |
|                       |   |   | Richard M Kipperman                 |
|                       |   |   | Chapter 7 Trustee in the Bankruptcy |
|                       |   |   | Case of In re SureBeam Corp.,       |
|                       |   |   | Case No. 04-00421                   |
|                       |   |   |                                |
| DATED: March 4, 2004       |   | By:    | /s/ Richard M Kipperman             |   |
|                       |   |   | Richard M Kipperman                 |
|                       |   |   | Chapter 7 Trustee in the Bankruptcy |
|                       |   |   | Case of In re SB OperatingCo LLC,   |
|                       |   |   | Case No. 04-00422                   |
|                            |        |        |                                     |  |  |

 

12

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**EXHIBIT “A”**

 

**SCHEDULEOF COLLATERAL**

 

In the Borrower Security Agreement, dated August 2,2002, SUREBEAM CORPORATION granted, and in the Subsidiary Security Agreement,dated August 2, 2002, SB OPERATINGCO, LLC granted, to Titan Corporationsecurity interests in all of the following, whether then or thereafter existingor acquired (the “Collateral”):

(a)           theCollateral Account;

(b)           allCommercial Tort Claims;

(c)           allComputer Hardware and Software Collateral;

(d)           allContracts, together with any Contract Rights arising thereunder;

(e)           allDeposit Accounts;

(f)            allEquipment;

(g)           allFixtures;

(h)           allIntellectual Property Collateral;

(i)            allInventory;

(j)            allInvestment Property;

(k)           allLetter of Credit Rights;

(1)           allReceivables;

(m)          allSecurities Accounts;

(n)           allSupporting Obligations;

(o)           allother Goods, Chattel Paper, Documents, Instruments (including, withoutlimitation, Promissory Notes), and General Intangibles (including, withoutlimitation, Payment Intangibles and tax refunds) of Surebeam now or hereafterexisting;

(p)           allbooks, records, writings, data bases, information and other property relatingto, used or useful in connection with, evidencing, embodying, incorporating orreferring to, any of the foregoing; and

(q)           all of Surebeam’s other personalproperty and rights of every kind and description and interests therein; and

 

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(r)            allproducts and Proceeds of and from any and all of the foregoing (includingProceeds which constitute property of the types described in clauses (a)through (q) and, to the extent not otherwise included, all paymentsunder insurance which Surebeam is entitled to receive (whether or not theSecured Party is the loss payee thereof), or any indemnity, warranty orguaranty, payable by reason of loss or damage to or otherwise with respect toany of the foregoing Collateral.

**DEFINITIONS**

“Chattel Paper”has the meaning provided in the U.C.C.

“Collateral Account” means a deposit account ofSurebeam Corporation maintained with Comerica Bank-California.

“Commercial Tort Claims” means any claimarising in tort now or hereafter owned, acquired, or received by Surebeam inwhich Surebeam now holds or hereafter acquires any right or interest.

“Computer Hardware and Software Collateral”means:

(a)           allcomputer and other electronic data processing hardware, integrated computersystems, central processing units, memory units, display terminals, printers,features, computer elements, card readers, tape drives, hard and soft diskdrives, cables, electrical supply hardware, generators, power equalizers,accessories and all peripheral devices and other related computer hardware;

(b)           allsoftware programs (including both source code, object code and all relatedapplications and data files), whether now owned, licensed or leased orhereafter acquired by Surebeam, designed for use on the computers andelectronic data processing hardware described in clause (a) above;

(c)           allfirmware associated therewith;

(d)           alldocumentation (including flow charts, logic diagrams, manuals, guides andspecifications) with respect to such hardware, software and firmware describedin the preceding clauses (a) through (c); and

(e)           allrights with respect to all of the foregoing, including any and all copyrights,licenses, options, warranties, service contracts, program services, testrights, maintenance rights, support rights, improvement rights, renewal rightsand indemnifications and any substitutions, replacements, additions or modelconversions of any of the foregoing.

“Contracts” means all agreements betweenSurebeam and one or more additional parties.

“ContractRights” means all rights of Surebeam (including, without limitation, allrights to payment) under each Contract.

 

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“Copyright Collateral” means all copyrights(including all copyrights for semi-conductor chip product mask works) ofSurebeam, whether statutory or common law, registered or unregistered, now orhereafter in force throughout the world including all of Surebeam’s right,title and interest in and to all copyrights registered in the United StatesCopyright Office or anywhere else in the world and also including thecopyrights referred to in the Security Agreement, and all applications forregistration thereof, whether pending or in preparation, all copyrightlicenses, including each copyright license referred to in the SecurityAgreement, the right to sue for past, present and future infringements of anythereof, all rights corresponding thereto throughout the world, all extensionsand renewals of any thereof and all Proceeds of the foregoing, includinglicenses, royalties, income, payments, claims, damages and Proceeds of suit.

“Deposit Accounts” has the meaning provided inthe U.C.C. and, in any event, includes, without limitation, any demand, time,savings, passbook or like account maintained with a depositary institution,including those Deposit Accounts set forth in Security Agreement.

“Documents” has the meaning provided in theU.C.C.

“Equipment” has the meaning provided in theU.C.C. and, in any event, includes, without limitation, all equipment in all ofits forms of Surebeam, wherever located, including all parts thereof and allaccessions, additions, attachments, improvements, substitutions andreplacements thereto and therefor and all accessories related thereto.

“Fixtures” has the meaning provided in theU.C.C., and in any event, includes, without limitation, with respect toSurebeam, regardless of where located, any of the fixtures, systems, machinery,apparatus, equipment or fittings of any kind or nature whatsoever, and allappurtenances and additions thereto and substitutions or replacements thereof,now or hereafter attached or affixed to or constituting a part of, or locatedin or upon, real property wherever located, including sign, escalator,elevator, any heating, electrical, mechanical, lighting, lifting, plumbing,ventilating, air-conditioning or air cooling, refrigerating, food preparation,incinerating or power, loading or unloading, boilers, communication,switchboard, tank, pump, filter, sprinkler or other fire prevention orextinguishing fixture, system, machinery, apparatus or equipment, and anyengine, motor, dynamo, machinery, pipe, pump, tank, conduit or ductconstituting a part of any of the foregoing, together with all extensions,improvements, betterments, renewals, substitutes, and replacements of, and alladditions and appurtenances to any of the foregoing property, and allconversions of the security constituted thereby, immediately upon anyacquisition or release thereof or any such conversion, as the case may be.

“General Intangibles” has the meaning providedin the U.C.C. and, in any event, includes, without limitation, with respect toSurebeam, all Contracts, agreements, Instruments and indentures in any form,and portions thereof, to which Surebeam is a party or under which Surebeam has anyright, title or interest or to which Surebeam or any property of Surebeam issubject, as the same may from time to time be amended, supplemented orotherwise modified, including, without limitation, (i) all rights of Surebeamto receive moneys due and to become due to it thereunder or in connectiontherewith, (ii) all rights of Surebeam to damages arising thereunder and (iii)all rights of Surebeam to perform and to exercise all remedies thereunder.

“Goods” has the meaning provided in the U.C.C.

 

16

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“Instrument” has the meaning provided in theU.C.C.

“Intellectual Property Collateral” means,collectively, the Computer Hardware and Software Collateral, the CopyrightCollateral, the Patent Collateral, the Trademark-Collateral and the TradeSecrets Collateral.

“Inventory” has the meaning provided in theU.C.C. and, in any event, includes, without limitation, all inventory in all ofits forms of Surebeam, wherever located, including

                (i)            all raw materials and work inprocess therefor, finished goods thereof, and materials used or consumed in themanufacture or production thereof,

                (ii)           all goods in which Surebeam has aninterest in mass or a joint or other interest or right of any kind (includinggoods in which Surebeam has an interest or right as consignee), and

                (iii)          all goods which are returned to orrepossessed by Surebeam, and all accessions thereto, products thereof anddocuments therefor.

“Investment Property” has the meaning providedin the U.C.C.

“Letter of Credit Right” means any right ofSurebeam to payment or performance under a letter of credit (as such term indefined in Article 5 of the U.C.C.), whether or not the beneficiary hasdemanded or is at the time entitled to demand payment or performance.

“Patent Collateral” means:

(a)           allletters patent and applications for letters patent throughout the world,including all patent applications in preparation for filing anywhere in theworld and including each patent and patent application referred to in Item A ofSchedule II attached hereto;

(b)           allreissues, divisions, continuations, continuations-in-part, extensions, renewalsand reexaminations of any of the items described in clause (a);

(c)           allpatent licenses, including each patent license referred to in Item B ofSchedule II attached hereto; and

(d)           allProceeds of, and rights associated with, the foregoing (including licenseroyalties and Proceeds of infringement suits), the right to sue third partiesfor past, present or future infringements of any patent or patent application,including any patent or patent application referred to in the SecurityAgreement, and for breach or enforcement of any patent license, including anypatent license referred to in the Security Agreement, and all rights correspondingthereto throughout the world.

“Payment Intangibles” has the meaning providedin the U.C.C.

“Promissory Notes” has the meaning provided inthe U.C.C.

 

17

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“Proceeds” has the meaning provided in the U.C.C.,and shall include, in any event, with respect to Surebeam, any and allcurrently owned or after-acquired (a) Receivables, Chattel Paper, Instruments,Investment Property, cash or other forms of money, currency or funds or otherproperty of any nature, type or land whatsoever payable to or renewable bySurebeam from time to time in respect of the Collateral, including upon thesale, lease, license, exchange or other disposition of any Collateral, (b)proceeds of any insurance, indemnity, warranty or guaranty payable to Surebeamfrom time to time with respect to any of the Collateral, including by reason ofthe loss, nonconformity or interference with the use of, defects orinfringement of rights in, or damage to, any of the Collateral, (c) payments (inany form whatsoever) made or due and payable to Surebeam from time to time inconnection with any requisition, confiscation, condemnation, seizure orforfeiture of all or any part of the Collateral by any governmental authority(or any person acting under color of governmental authority), (d) claims ofSurebeam against third parties arising out of the loss, nonconformity,interference with the use of, defects or infringements of rights in, or damageto, any of the Collateral, including any claim (i) for past, present or futureinfringement of any patent or patent license, copyright or copyright license or(ii) for past, present or future infringement or dilution of any Trademark orTrademark license or for injury to the goodwill associated with any Trademark,Trademark registration or Trademark licensed under any Trademark license, (e)certificates, dividends, cash, Instruments or other forms of money, currency orfunds and other Property received or distributed in respect of or in exchangefor any Investment Property, (f) cash or other forms of money, currency orfunds and other proceeds received under and in respect of any letter of creditor other support obligation, (g) rights arising out of any of the Collateral,and (h) other property of any nature, type or kind whatsoever from time to timepaid or payable under or in connection with, collected on, or distributed onaccount of, any of the Collateral.

“Receivables” means “accounts” (as suchterm is defined in the U.C.C.), including but not limited to rights to paymentsfor goods sold or leased or services rendered, whether now existing orhereafter arising, including, without limitation, rights evidenced by anaccount, note, Contract, security agreement, Chattel Paper, or other evidenceof indebtedness or security, together with (a) all security pledged, assigned,hypothecated or granted to or held by Surebeam to secure the foregoing, (b) allof Surebeam’s right, title and interest in and to any goods, the sale of whichgave rise thereto, (c) all guarantees, endorsements and indemnifications on, orof, any of the foregoing, (d) all powers of attorney for the execution of anyevidence of indebtedness or security or other writing in connection therewith,(e) all books, records, ledger cards, and invoices relating thereto, (f) allevidences of the filing of financing statements and other statements and theregistration of other Instruments in connection therewith and amendmentsthereto, notices to other creditors or secured parties, and certificates fromfiling or other registration officers, (g) all credit information, reports andmemoranda relating thereto and (h) all other writings related in any way to theforegoing.

“Securities Account” has the meaning providedin the U.C.C., including without limitation those Securities Accounts listed inthe Security Agreement.

“SupportingObligations” has the meaning provided in the U.C.C.

 

18

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“Trademark Collateral”means:

(a)           alltrademarks, trade names, corporate names, company names, business names,fictitious business names, trade styles, service marks, certification marks,collective marks, logos, other source of business identifiers, prints andlabels on which any of the foregoing have appeared or appear, designs and GeneralIntangibles of a like nature (all of the foregoing items in this clause a beingcollectively called a “Trademark”), now existing anywhere in the worldor hereafter adopted or acquired, whether currently in use or not, allregistrations and recordings thereof and all applications in connectiontherewith, whether pending or in preparation for filing, includingregistrations, recordings and applications in the United States Patent andTrademark Office or in any office or agency of the United States of America orany State thereof or any foreign country, including those referred to in theSecurity Agreement;

(b)           allTrademark licenses, including each Trademark license referred to in theSecurity Agreement attached hereto;

(c)           allreissues, extensions or renewals of any of the items described in clauses(a) and (b);

(d)           allof the goodwill of the business connected with the use of, and symbolized bythe items described in, clauses (a) and (b); and

(e)           allProceeds of, and rights associated with, the foregoing, including any claim bySurebeam against third parties for past, present or future infringement ordilution of any Trademark, Trademark registration or Trademark license,including any Trademark, Trademark registration or Trademark license referredto in the Security Agreement attached hereto, or for any injury to the goodwillassociated with the use of any such Trademark or for breach or enforcement ofany Trademark license.

“Trade Secrets Collateral” means all common lawand statutory trade secrets and all other confidential or proprietary or usefulinformation and all know-how obtained by or used in or contemplated at any timefor use in the business of Surebeam (all of the foregoing being collectivelycalled a “Trade Secret”), whether or not such Trade Secret has beenreduced to a writing or other tangible form, including all documents and thingsembodying, incorporating or referring in any way to such Trade Secret, allTrade Secret licenses, including each Trade Secret license referred to in theSecurity Agreement, and including the right to sue for and to enjoin and tocollect damages for the actual or threatened misappropriation of any TradeSecret and for the breach or enforcement of any such Trade Secret license.

“U.C.C.” means the Uniform Commercial Code, asin effect from time to time in the State of California; provided, however, inthe event that, by reason of mandatory provisions of law, any or all of theattachment, perfection or priority of Secured Party’s security interest in anyCollateral is governed by the Uniform Commercial Code as in effect in ajurisdiction other than the State of California, the term “U.C.C.” shall meanthe Uniform Commercial Code (including the Articles thereof) as in effect atsuch time in such other jurisdiction for purposes of the provisions hereofrelating to such attachment, perfection or priority and for purposes ofdefinitions related to such provisions.

 

19

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**EXHIBIT“B”**

 

**SCHEDULEOF REIMBURSABLE COSTS RELATED TO PRESERVATION OF COLLATERAL**

** **
| **Amount** |   | **Description**                                                                                                                                                                           |
|------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| $80,638.53 |   | Payment to Imperial AI Credit Corporation which is the company that  financed payment of SureBeam’s insurance policies through August of 2004 for  the January 5, 2004, installment. |
| $42,476.50 |   | Payment to SureBeam Brasil Ltda. for security and protection of the  Brazil facility which requires 24 hour surveillance and armed guards.                                                |
| $1,995.80  |   | Payment for records preservation.                                                                                                                                                         |

 

20

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**EXHIBIT“C”**

 

**SCHEDULEOF DERIVATIVE ACTIONS AND CLASS ACTION LITIGATIONS**

**SUREBEAMCORPORATION**

 

**COMPLAINTS**

 
|   |   |   |   |   |   |   |
|--------|--------|--------|--------|--------|--------|--------|

 
|   |
|--------|

 
| **Date Filed**                                           |   | **Case No.** |   | **Plaintiff(s)** |   | **Defendants**                                                                                 |
|----------------------------------------------------------|--------|--------------|--------|------------------|--------|------------------------------------------------------------------------------------------------|
| **UNITED STATES DISTRICT COURT CASES — CALIFORNIA** |
| 8/27/03                                                  |   | 03-CV-1721JM |   | Weiss            |   | SureBeam Corporation, Lawrence A. Oberkfell and  David A. Rane                                 |
|                                                     |   |         |   |             |   |                                                                                           |
| 8/28/03                                                  |   | 03-CV-1734H  |   | Curran           |   | SureBeam Corporation, Lawrence A. Oberkfell, John C.  Arme, Kevin K. Claudio and David A. Rane |
|                                                     |   |         |   |             |   |                                                                                           |
| 8/29/03                                                  |   | 03-CV-1747J  |   | Joo              |   | SureBeam Corporation, Lawrence A. Oberkfell and  David A. Rane                                 |
|                                                     |   |         |   |             |   |                                                                                           |
| 9/3/03                                                   |   | 03-CV-1763J  |   | Aronson          |   | SureBeam Corporation, Lawrence A. Oberkfell and  David A. Rane                                 |
|                                                     |   |         |   |             |   |                                                                                           |
| 9/3/03                                                   |   | 03-CV-1768j  |   | Busbice          |   | SureBeam Corporation, Lawrence A. Oberkfell and  David A. Rane                                 |
|                                                     |   |         |   |             |   |                                                                                           |
| 9/4/03                                                   |   | 03-CV-1773JM |   | Vallario         |   | SureBeam Corporation, Lawrence A. Oberkfell and  David A. Rane                                 |
|                                                     |   |         |   |             |   |                                                                                           |
| 9/4/03                                                   |   | 03-CV-1774J  |   | Berger .         |   | SureBeam Corporation, Lawrence A. Oberkfell and  David A. Bane [sic]                           |
|                                                     |   |         |   |             |   |                                                                                           |
| 9/5/03                                                   |   | 03-1779JM    |   | Chase            |   | SureBeam Corporation, Lawrence A. Oberkfell and  David A. Rane                                 |
|                                                     |   |         |   |             |   |                                                                                           |
| 9/8/03                                                   |   | 03-CV-1791H  |   | Janette          |   | SureBeam Corporation, Lawrence A. Oberkfell and  David A. Rane                                 |
|                                                     |   |         |   |             |   |                                                                                           |
| 9/12/03                                                  |   | 03-CV-1832K  |   | Strachan         |   | SureBeam Corporation, Lawrence A. Oberkfell and  David A. Rane                                 |
|                                                     |   |         |   |             |   |                                                                                           |
| 9/15/03                                                  |   | 03-CV-1863L  |   | Lemon            |   | SureBeam Corporation, Lawrence A. Oberkfell and  David A. Rane                                 |

 

21

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**SUREBEAMCORPORATION**

 

**COMPLAINTS**

 

 
| **Date Filed** |   | **Case No.**      |   | **Plaintiff(s)**       |   | **Defendants**                                                                                                                         |
|----------------|--------|-------------------|--------|------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------|
| 9/17/03        |   | 03-CV-1877 JAH    |   | Yerre                  |   | SureBeam Corporation, Lawrence A. Oberkfell and  David A. Rane                                                                         |
|           |   |              |   |                   |   |                                                                                                                                   |
| 9/17/03        |   | 03-CV-1876 K      |   | Sage                   |   | SureBeam Corporation, Lawrence A. Oberkfell and  David A. Rane                                                                         |
|           |   |              |   |                   |   |                                                                                                                                   |
| 10/3/          |   | 03 03-CV-1967 IEG |   | Taylor                 |   | SureBeam Corporation, Lawrence A. Oberkfell and  David A. Rane                                                                         |
|           |   |              |   |                   |   |                                                                                                                                   |
| 10/22/03       |   | 03-CV-2099 JH     |   | Scarsdale Fabrics, Inc |   | SureBeam Corporation, Lawrence A. Oberkfell and  David A. Rane                                                                         |
|           |   |              |   |                   |   |                                                                                                                                   |
| 10/23/03       |   | 03-CV-2105 JFS    |   | W Morrow               |   | SureBeam Corporation; The Titan Corporation; Merrill  Lynch, Pierce, Fenner & Smith, Inc.; Credit Suisse First Boston  Corporation |
|           |   |              |   |                   |   |                                                                                                                                   |
| 10/23/03       |   | 03-CV-2106H(NLS)  |   | Hom                    |   | SureBeam Corporation, Lawrence A. Oberkfell and  David A. Rane                                                                         |

 

22

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**SUREBEAMCORPORATION**

 

**COMPLAINTS**

 
| **Date Filed**                      |   | **Case No.**        |   | **Plaintiff(s)**                   |   | **Defendants**                                                                                                                                                                                                                                     |
|-------------------------------------|--------|---------------------|--------|------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 11/12/03                            |   | 03-CV-02223JH(POR)  |   | Harris (Derivative Case)           |   | Robert O. Aders, John C. Arme, William C. Hale,  Michael J. Licata, Lawrence A. Oberkfell and David A. Rane                                                                                                                                        |
|                                |   |                |   |                               |   |                                                                                                                                                                                                                                               |
| 11/20/03                            |   | 03-CV-02294BTM(POR) |   | Ruckstuhl   (Derivative Case) |   | Lawrence A. Oberkfell, David A. Rane, John C. Rane,  Michael J. Licata, William C. Hale, Robert O. Aders, Susan Golding, Gene W.  Ray, Donald Segal, Dennis G. Olson, Gary Loda, Jr. Thomas Allen,  Kevin K. Claudio and DOES 1-25, inclusive |
|                                |   |                |   |                               |   |                                                                                                                                                                                                                                               |
| 12/24/03                            |   | 03-CV-2572J         |   | Reed  (Derivative  Case       |   | Lawrence A. Oberkfell, David A. Rane, John C. Rane,  Michael J. Licata, William C. Hale, Robert O. Aders, Susan Golding, Gene W.  Ray, Donald Segal, Dennis G. Olson, Gary Loda, Jr. Thomas Allen, Kevin K.  Claudio and DOES 1-25, inclusive      |
|                                |   |                |   |                               |   |                                                                                                                                                                                                                                               |
| **SAN  DIEGO SUPERIOR COURT CASES** |
|                                |
| 9/04/03                             |   | GIC 817150          |   | Haubein   (Derivative Case)   |   | Lawrence A. Oberkfell, David A. Rane, John C. Arme,  Michael J. Licata, William C. Hale, James Roth, Robert O. Aders, Susan  Golding, Gene W. Ray, Donald Segal, Dennis G. Olson, Gary Loda, J. Thomas  Allen, Kevin K. Claudio                    |
|                                |   |                |   |                               |   |                                                                                                                                                                                                                                               |
| 9/11/03                             |   | GIC 817618          |   | Zach   (Derivative Case)      |   | Lawrence A. Oberkfell, David A. Rane, John C. Arme,  Michael J. Licata, William C. Hale, James Roth, Robert O. Aders, Susan  Golding, Gene W. Ray, Donald Segal, Dennis G. Olson, Gary Loda, J. Thomas  Allen, Kevin K. Claudio                    |

 

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