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                                  AMENDMENT TO
                 THE TITAN CORPORATION STOCK OPTION PLAN OF 1997

            The Titan Corporation Stock Option Plan of 1997 (the "Plan") is
hereby amended as set forth below.

1.    The second sentence of Section 13 of the Plan is hereby amended to read in
      its entirety as follows:

      "Change in Control" shall mean:

                  (a) The acquisition by any individual, entity or group (within
            the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
            Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
            of beneficial ownership (within the meaning of Rule 13d-3
            promulgated under the Exchange Act) of 20% or more of either (i) the
            then-outstanding shares of common stock of the Company (the
            "Outstanding Company Common Stock") or (ii) the combined voting
            power of the then-outstanding voting securities of the Company
            entitled to vote generally in the election of directors (the
            "Outstanding Company Voting Securities"); provided, however, that,
            for purposes of this clause (a), the following acquisitions shall
            not constitute a Change of Control: (A) any acquisition directly
            from the Company, (B) any acquisition by the Company, (C) any
            acquisition by any employee benefit plan (or related trust)
            sponsored or maintained by the Company or any affiliated company or
            (D) any acquisition by any corporation pursuant to a transaction
            that complies with subclauses (i), (ii) and (iii) of clause (c) of
            this definition;

                  (b) Individuals who, as of February 17, 2000, constitute the
            Board (the "Incumbent Board") cease for any reason to constitute at
            least a majority of the Board; provided, however, that any
            individual becoming a director subsequent to the date hereof whose
            election, or nomination for election by the Company's stockholders,
            was approved by a vote of at least a majority of the directors then
            comprising the Incumbent Board shall be considered as though such
            individual were a member of the Incumbent Board, but excluding, for
            this purpose, any such individual whose initial assumption of office
            occurs as a result of an actual or threatened election contest with
            respect to the election or removal of directors or other actual or
            threatened solicitation of proxies or consents by or on behalf of a
            Person other than the Board.

                  (c) Consummation of a reorganization, merger, consolidation or
            sale or other disposition of all or substantially all of the assets
            of the Company (a "Business Combination"), in each case, unless,
            following such Business Combination, (i) all or substantially all of
            the individuals and entities that were the beneficial owners of the
            Outstanding Company Common Stock and the Outstanding Company Voting
            Securities immediately prior to such Business Combination
            beneficially own, directly or indirectly, more than 60% of the
            then-

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            outstanding shares of common stock and the combined voting power of
            the then-outstanding voting securities entitled to vote generally in
            the election of directors, as the case may be, of the corporation
            resulting from such Business Combination (including, without
            limitation, a corporation that, as a result of such transaction,
            owns the Company or all or substantially all of the Company's assets
            either directly or through one or more subsidiaries) in
            substantially the same proportions as their ownership immediately
            prior to such Business Combination of the Outstanding Company Common
            Stock and the Outstanding Company Voting Securities, as the case may
            be, (ii) no Person (excluding any corporation resulting from such
            Business Combination or any employee benefit plan (or related trust)
            of the Company or such corporation resulting from such Business
            Combination) beneficially owns, directly or indirectly, 20% or more
            of, respectively, the then-outstanding shares of common stock of the
            corporation resulting from such Business Combination or the combined
            voting power of the then-outstanding voting securities of such
            corporation, except to the extent that such ownership existed prior
            to the Business Combination, and (iii) at least a majority of the
            members of the board of directors of the corporation resulting from
            such Business Combination were members of the Incumbent Board at the
            time of the execution of the initial agreement or of the action of
            the Board providing for such Business Combination; or

                  (d) Approval by the stockholders of the Company of a complete
            liquidation or dissolution of the Company.

2.    This amendment shall be effective as of February 17, 2000, with respect to
      all awards granted under the Plan, whether on, before or after such
      effective date; provided, that notwithstanding the foregoing, this
      amendment shall not be effective if and to the extent that it would cause
      a Change in Control transaction ineligible for pooling-of-interests
      accounting under APB No. 16 that is intended to be, and would but for the
      application of the foregoing be, eligible for such accounting treatment.

3.    The Plan is in all other respects ratified and confirmed without
      amendment.


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