**CONFIDENTIAL GENERALRELEASE AND EMPLOYMENT SEPARATION AGREEMENT**

          ThisConfidential General Release and Employment Separation Agreement(the "Agreement") is entered into as of the Effective Date, definedbelow in paragraph 9(m), by and between Eric M. Demarco("Demarco"), on the one hand, and The Titan Corporation(“Titan”), on the other hand.  Demarco and Titanare referred to collectively as the "Parties.”

          WHEREAS,Demarco has been employed by Titan and has served most recently inthe role of President and Chief Operating Officer;

          WHEREAS,the Parties have agreed that it is in the best interests of allinvolved to mutually terminate that employment relationship, toprovide for transition of employment responsibilities and toamicably conclude all matters arising out of or related to theemployment of Demarco and/or the termination of thatemployment;

          NOW,therefore, in consideration of the foregoing recitals, and themutual promises, agreements and understandings contained herein,the Parties hereby agree as follows:

|                                            | 1.      | Mutual Termination ofEmployment                                                                                                                                                                                                                                                                                                                            |
|--------------------------------------------|-----------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                            |
|         | (A)     | The Parties agree that theemployment of Demarco will terminate by mutual agreement onMarch  14, 2003 (the “Employment TerminationDate”);                                                                                                                                                                                                  |
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                            |  |  |
|         | (B)     | The Parties agree thatDemarco will continue to report to work at the principal offices ofthe corporation consistent with prior practice through February 19,2003;                                                                                                                                                                                          |
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                            |  |  |
|         | (C)     | The Parties agree that:(i) the base salary of Demarco that is in effect as of December 31,2002 will continue to be paid through the Employment TerminationDate; and (ii) Demarco will continue to furnish such employmentservices from his home that are requested by Titan to transitionhis work responsibilities through the Employment TerminationDate. |
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                            |  |  |
|         | 2.      | Payments; Medical &Dental Benefits; Indemnity                                                                                                                                                                                                                                                                                                          |

          Toeffect a full and final settlement and compromise of all matters whatsoever arising out or related to  Demarco’semployment and the termination thereof, including a full settlementof all possible claims of Demarco, and in consideration of thepromises and releases set forth herein, the Parties agree asfollows:

|         | (A)     | In the event Demarco hasdelivered the executed Agreement to Titan, the Effective Date haspassed, and the Agreement has not been revoked pursuant toparagraph 9(m), Titan shall pay to Demarco the gross amount of onemillion, five hundred and fifteen thousand dollars ($1,515,000),minus applicable deductions and withholding as required by law (the“Severance Payment”).  Titan will wire theSeverance Payment to Demarco’s designated bank account withinone (1) business day after the Effective Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------------------------------------------|-----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |
|         | (B)     | Titan shall pay to Demarcothe gross amount of ninety-seven thousand, one hundred and fifteendollars ($97,115), minus applicable deductions and withholding asrequired by law as payment in full satisfaction of Demarco’sentire vacation entitlement (the “Vacation Payment”).Titan will wire the Vacation Payment to Demarco’s designatedbank account within one (1) business day after the EmploymentTermination Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |
|         | (C)     | Titan shall pay to Demarcothe gross amount of four hundred sixty thousand and sixhundred-thirty one dollars and 57 cents ($$460,631.57), minusapplicable deductions and withholding as required by law as paymentin full satisfaction of Demarco’s entire entitlement underthe Titan Deferred Compensation Plan (the “DeferredCompensation Payment”). Titan will wire the DeferredCompensation Payment to Demarco’s designated bank accountwithin one (1) business day after the Effective Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|         | (D)     | The Parties acknowledgethat Demarco has been granted the stock options in certainsubsidiary companies of  Titan set forth in Exhibit B to thisAgreement (collectively, “the Subsidiary Options”) inaccordance with the terms of certain stock option agreements andstock option plans associated with each such subsidiary of Titan...Demarco acknowledges and agrees that the Subsidiary Options andstock option agreements covering the Subsidiary Options are herebyterminated as of the Effective Date of this Agreement. Demarcofurther agrees that no monies are due Demarco in connection withthe Subsidiary Options and Demarco will not make any claimwhatsoever related to the Subsidiary Options.                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |
|         | (E)     | The Parties acknowledgethat Demarco has been granted the stock options in The TitanCorporation set forth in Exhibit A to this Agreement (collectively,“the Options”) in accordance with the terms of thosecertain stock option agreements (“Option Agreements”)identified in such Exhibit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |
|         |                        | In the event that Demarcohas delivered the executed Agreement, the Effective Date haspassed, and he has not revoked the Agreement in accordance withparagraph 9(m), the Parties agree that this paragraph 2(E) shall bedeemed to amend each of the above-referenced Option Agreements asfollows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |
|                                            |                             | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Each of the Options shallbe deemed vested as of the first business day following theEffective Date; |
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |
|                                            |                             | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Each of the Options may beexercised  by tendering  the exercise price on or beforethe second anniversary of the Effective Date (the“Deadline”), in accordance with the terms of theapplicable Option Agreements; provided, however, that the Deadlinefor the exercise of each of the 125,565 Options granted to Demarcopursuant to that certain Stock Option Agreement dated December 31,1997 shall be the second anniversary of the date such Options areregistered with the Securities and Exchange Commission on form S-8; and |
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |
|                                            |                             | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | In the event Demarco doesnot exercise the Options by the Deadline, the Options shallexpire. |
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |
|                                            |                             | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |
|         | (F)     | Titan will issue toDemarco a W-2 form for the Severance, Deferred Compensation andVacation Payments. Demarco further understands and agrees that, inthe event he chooses to exercise the Options, the exercise of thoseOptions is expected to be a taxable event, and he shall be requiredto provide Titan with a cashier’s check in the appropriateamount to cover applicable withholding (the “WithholdingAmount”) required by law at or about the time of the exerciseof the Options.  Demarco acknowledges that his right toexercise is contingent upon delivery of the cashier’s checkfor the Withholding Amount (which shall be calculated byTitan).  It shall be Demarco’s responsibility to contactTitan’s Vice President and Controller to obtain informationregarding the Withholding Amount at least five (5) business days inadvance of the exercise date.  Demarco further understandsthat Titan will issue an appropriate tax form reflecting theexercise of the Options. Demarco represents, warrants  andagrees that Demarco will be responsible for all taxes associatedwith the exercise and sale of the Options. |
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |
|         | (G)     | Titan agrees to pay theinsurance premiums associated with its continuation of the TitanGroup Insurance Medical and Dental Benefits coverage of Demarco, (as such insurance coverage is in effect as of theEmployment Termination Date), through the earlier of: (i) December31, 2003; or (ii) the date  Demarco becomes eligible toreceive  Medical and Dental Benefits coverage in connectionwith new employment by a third party. If Demarco does not becomeeligible to receive Medical and Dental Benefits from a third partyemployer by January 1, 2004, then Demarco will be eligible forCOBRA benefits in accordance with the then applicable Titan policyat such time, and Titan agrees to pay the Titan Group Medical andDental benefits insurance premiums associated with suchcontinuation of COBRA benefits.                                                                                                                                                                                                                                                                                                                                                      |
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|         | (H)     | Titan acknowledges thatcertain indemnification rights have been granted to Demarco by: (i)that certain Indemnity Agreement dated February 28, 2002 enteredinto by Demarco and The Titan Corporation; and (ii) the Bylaws ofTitan in effect on the Employment Termination Date (collectively,the “Indemnification Rights”). Titan agrees that: (a)the Indemnification Rights shall not be superceded, terminated orotherwise modified by this Agreement; and (b) the IndemnificationRights shall survive the Employment Termination Date in accordancewith their terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                       |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                            | 3.                          | Release by Eric M.Demarco                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

          Forgood and valuable consideration, the receipt and adequacy of whichhereby is acknowledged, and as a material inducement to Titan toenter into this Agreement, Eric M. Demarco, on behalf of himselfand his representatives, family members, heirs, attorneys,executors, administrators, agents, successors and assigns, and eachof them, hereby releases, acquits and forever discharges Titan andall of its current and former subsidiaries, joint venturers andaffiliates, and all of their respective directors, shareholders,officers, employees, agents, attorneys, insurers,  and allindividuals or entities acting by, through, under or in concertwith any of them (collectively, the "Released Parties"), from anyand all charges, controversies, claims, wages, rights, agreements,actions, costs or expenses, causes of action, obligations, damages,losses, promises and liabilities of whatever kind or nature(including but not limited to back wages, stock options andattorneys’ fees), in law or equity or otherwise, whetherknown or unknown, suspected or unsuspected, from the beginning oftime to the present, including but not limited to any claimsdirectly or indirectly arising out of, based upon or relating inanyway to the Subsidiary Options, The Titan Deferred CompensationPlan,  Demarco’s employment with Titan (including itsaffiliates), the termination of such employment or relating to orarising from any alleged act or omission by any of the ReleasedParties.

          Withoutlimiting the generality of the foregoing, Demarco expressly waivesand releases all claims of discrimination, retaliation orharassment on the basis of race, age, sex, religion, sexualorientation, national origin, disability, medical condition orother basis under Title VII of the Civil Rights Act of 1964,as amended; all claims under 42 U.S.C. Section 1091(discrimination); all claims under Sections 503 and 504 of theRehabilitation Act of 1973 (handicap discrimination); all claimsunder the Age Discrimination in Employment Act, as amended,29 U.S.C. Sections 621 et. seq., or any state counterpart, allclaims of discrimination, retaliation or harassment under theCalifornia Fair Employment and Housing Act; all claims under theCalifornia Labor Code, the California Constitution, the CaliforniaFamily Rights Act or the Family and Medical Leave Act; all claimsunder the Employee Retirement Income Security Act or theConsolidated Omnibus Budget Reconciliation Act; all claims underthe California Industrial Welfare Commission Orders or any local,state, or federal law or regulation governing discrimination inemployment; all claims under state contract or tort law such aswrongful termination,  invasion of privacy, breach of theimplied covenant of good faith and fair dealing, defamation ornegligent or intentional infliction of emotional distress; claimsfor attorneys’ fees, and all claims pertaining to severancepay, wages, sick leave, vacation pay, life insurance, medicalinsurance, disability, or any other benefit ofemployment.

          Demarcoexpressly agrees that this Agreement and General Release extends toall claims of every nature and kind, known or unknown, suspected orunsuspected, vested or contingent, past, present or future, arisingfrom or attributable to any alleged act or omission of the ReleasedParties and their respective agents or representatives, occurringprior to the Effective Date of this Agreement, including, withoutlimitation, any alleged act or omission in connection withDemarco’s hiring or employment by, or the termination of hisemployment with, Titan (including its affiliates), provided,however that nothing in this release shall affectDemarco’s right to enforce the terms of thisAgreement.

|  | 4. | Release byTitan |
|--|----|-----------------|

          Titanhereby releases, acquits and forever discharges Demarco and hisheirs, representatives and assigns, from any and all charges,controversies, claims, wages, rights, agreements, actions, costs orexpenses, causes of action, obligations, damages, losses, promisesand liabilities of whatever kind or nature, in law or equity orotherwise, whether known or unknown, suspected or unsuspected, fromthe beginning of time to the present, directly or indirectlyarising out of, based upon or relating in anyway to Demarco’semployment with Titan (including its affiliates) or relating to orarising from any alleged act or omission by Demarco, provided,however, that nothing in this General Release or Agreement shall beconstrued to be a waiver or release of any rights Titan has toenforce the terms of this Agreement.

          Titanagrees that this Agreement and General Release extends to allclaims of every nature and kind, known or unknown, suspected orunsuspected, vested or contingent, past, present or future, arisingfrom or attributable to any alleged act or omission of Demarcoduring the course of his employment with Titan.
|  | 5. | Release of UnknownClaims |
|--|----|--------------------------|

          Asto those claims released hereby, the Parties acknowledge and agreethat they are aware of and have been advised by counsel ofCalifornia Civil Code Section 1542, which provides asfollows:

|  |  | "A GENERAL RELEASE DOESNOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TOEXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IFKNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THEDEBTOR." |
|--|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

          Withfull awareness and understanding of this provision, the Partieshereby waive all rights which this provision or any comparableprovision under any state or federal law may give to them. They intend the general release set forth in this Agreement toapply to claims which they do not presently know to exist at thistime, subject to the representations and warranties provided by theParties herein.  Subject to the representations and warrantiescontained in this Agreement, the Parties understand that the factswith respect to which this Agreement is given may hereafter proveto be different from the facts now known or believed by them, andthey hereby accept and assume the risk thereof and agree that thisAgreement shall be and shall remain, in all respects, effective andnot subject to termination or recission by reason of any suchdifference in facts.

          TheParties understand and agree that this Agreement shall bind andinure to the benefit of the Released Parties and Demarco, theirheirs, successors and assigns.
|  | 6. | FutureCooperation |
|--|----|-------------------|

          Demarcohereby agrees that, in the event his testimony, services or timeare required in the future to assist the Released Parties inhandling any legal matter, prosecuting or defending againstlitigation or to pursue or defend against a disputed claim orcharge of any type, he will make himself reasonably available towork with Titan’s attorneys and representatives, to preparefor and provide deposition and/or trial testimony and to takewhatever other steps are necessary to assist  in the handlingof such legal matters and prosecution/defense of such claims. Demarco further agrees that he will make himself available toconsult with Titan business people in connection with thetransition of his business responsibilities as well as such otherbusiness matters that may be reasonably requested by Titan. Titanwill reimburse Demarco for any reasonable travel expenses incurredon its behalf and at its advance written request in renderingassistance required by this Section 5, provided that Demarcosubmits documentation in a form acceptable to Titan to substantiatesuch expenses.  The Parties agree that the request of Titanfor Demarco cooperation will not unreasonably interfere withDemarco’s employment with a third party.

|  | 7. | Confidentiality ofSettlement, Facts and Proprietary Information |
|--|----|-----------------------------------------------------------------|

          Demarcoagrees to keep the terms and substance of this Agreement (includingbut not limited to any amounts of money paid pursuant thereto), andany of the underlying facts confidential and to refrain fromdisclosing the same at any future time, or to any other individualor entity whatsoever, except as may reasonably be necessary: (a) inthe course of preparing and filing his income tax returns, in thecourse of any legal proceedings to secure compliance with orenforcement of the terms of the Agreement, or in the course of anyinquiry by federal or state authorities (provided, however, thatDemarco shall not request that any such inquiry be initiated); or(b) in response to any proper subpoena, court order or lawfuldiscovery request in litigation, after giving reasonable and themost practicable prior notice to Titan, which would allow Titan totimely challenge any such subpoena, order or request. Specifically exempted from this provision will be disclosure toDemarco’s spouse, legal counsel and individuals who assisthim with tax advice and preparation, provided, however, that suchexceptions are conditioned upon Demarco instructing suchindividuals to abide by this confidentiality provision andobtaining from each such individual a commitment not to furtherdisclose such information to any other person or entity whatsoever,with the recognition that such individuals’ breaches of thisconfidentiality provision could cause significant harm toTitan.

          Nothingin this Agreement shall be construed to affect Demarco’sobligation to testify truthfully upon inquiry by governmentalagencies, or in response to a lawful discovery request inlitigation, including lawful subpoena or court order.

          Notwithstandingthe above, in the event Demarco or his attorneys receive(but may not initiate) inquiries about settlement of thematters covered by this Agreement, or in the event Demarco or hisattorneys deem it necessary for the defense of any lawsuit filedagainst them, they may respond only to the effect that “Thematter has been settled to the mutual satisfaction of theparties.”

          TheParties further agree that all agreements or statements Demarco hassigned regarding his obligation to maintain the confidentiality ofthe Released Parties’ confidential and proprietaryinformation, shall remain in full force and effect, and Demarcoshall abide by the terms of all such agreements.

|  | 8. | ArbitrationProvision |
|--|----|----------------------|

          TheParties agree to resolve any claims they may have with each otherthrough final and binding arbitration in accordance with thisparagraph, except, if Titan so elects, any dispute relating toparagraph 6 (which protects Titan’s trade secrets,Titan’s proprietary information and the facts and terms ofthis Agreement from disclosure), may be the subject of an actionfor injunctive relief in a court of competent jurisdiction as wellas a claim for damages through an arbitration proceeding. This arbitration requirement applies to, among other things,disputes about the validity, interpretation, or effect of thisAgreement.

          Exceptas provided in this paragraph, the arbitration shall be inaccordance with the then-current arbitration rules and proceduresfor employment disputes governing arbitrations administered by theJudicial Arbitration and Mediation Service (JAMS) in San Diego,California  before an experienced arbitrator who either is aretired judge or is licensed to practice law in the State ofCalifornia and who has been selected in accordance with thisprovision.  The arbitrator may not modify or change thisAgreement in any way.  The Parties and any other ReleasedParty who agrees to arbitrate an arbitrable dispute under thisparagraph agree to submit to personal jurisdiction in San DiegoCounty, California for such arbitration and in any jurisdictionnecessary for the enforcement of any arbitration award.  TheParties represent that is a convenient dispute resolution locationfor them.

          Thearbitrator shall be selected as follows:  JAMS shall give eachparty a list of 11 arbitrators drawn from its panel of employmentor commercial dispute arbitrators who meet the requirements setforth above.  Each party may strike all names on the list itdeems unacceptable.  If only one common name remains on thelists of both parties, that individual shall be designated as theArbitrator.  If more than one common name remains on the listsof both parties, the parties shall strike names alternately fromthe list of common names until only one remains.  The partywho did not initiate the claim shall strike first.  If nocommon name exists on the lists of both parties, JAMS shall furnishan additional list, from which the parties shall strikealternately, with the party initiating the claim striking first,until only one name remains.  That person shall be designatedas the arbitrator (subject to full disclosure of conflicts that maydisqualify that arbitrator).  Striking decisions must be madeand communicated to the other party and JAMS within 10 calendardays after the date of the transmittal communication relaying thearbitrators remaining for selection.  In the event a partydoes not make a timely strike, the other party may select thearbitrator from the names remaining.

          Eachparty shall pay the fees of its or his attorneys, the expenses ofits or his witnesses, and any other expenses that party incurs inconnection with the arbitration, but all costs of the arbitrationitself, including the fees of the arbitrator, the cost of anyrecord or transcript of the arbitration, and administrative feesshall be paid in equal shares by the plaintiffs and defendants inthe proceeding.

          Arbitrationin this manner shall be the exclusive remedy for any claim thatmust be arbitrated pursuant to this paragraph.  Should a partyattempt to resolve such a claim by any method other thanarbitration pursuant to this paragraph, the responding party willbe entitled to recover from the initiating party all damages,expenses, and attorneys’ fees incurred as a result of thatbreach. 

|  | 9. | Additional Representationsand Obligations |
|--|----|-------------------------------------------|

          Demarcoagrees that for a period of three years following the EffectiveDate, he will not, without the prior written consent of Titan,directly or indirectly, solicit for hire any officer, employee orconsultant of Titan or any of its affiliates, or knowingly solicitor encourage any such officer, employee or consultant to leave theemploy of Titan or its affiliates, as the case may be.

          Demarcowarrants and represents that he has not assigned or in any wayconveyed, transferred or encumbered all or any portion of theclaims or rights covered by this Agreement.

          Demarcofurther represents and warrants that he has no knowledge of anyclaim or potential claim by him of any kind against any of theReleased Parties, other than those claims released hereby.  Heexpressly acknowledges that Titan is relying upon this and theother representations made herein in entering into thisAgreement.

          Demarcoagrees and promises that he will not file any charge, claim, suit,or action against the Released Parties with any court of law orbefore any federal, state, or local administrative agency based onthe matters released herein.  If any court of law or federal,state, or local administrative agency assumes jurisdiction of anycharge, claim, suit, or action against the Released Parties onbehalf of Demarco based on the matters released herein, Demarcoagrees to direct that court, board or agency to withdraw from, orto dismiss, the charge, claim, suit, or action with prejudice.

          Demarcorepresents that he has received or will receive independent legaladvice regarding his tax obligations and that he has not reliedupon any advice from Titan or its attorneys as to the taxability ofthe payments made and consideration transferred hereunder, whetherpursuant to federal, state, or local income tax statute orregulation, or otherwise.  Demarco agrees that he will besolely liable for all tax obligations arising from payment of thesettlement sums referenced herein. 

|                                            | 10.                        | MiscellaneousProvisions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------------------------------------------|----------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                            |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|         | a.     | Demarco understands andagrees that the payment of any sum of money afforded pursuant tothis Agreement shall not constitute or be construed as an admissionof any liability whatsoever by any of the Released Parties, norshall it be discoverable or admissible in any proceeding asevidence of or an admission by any of the Released Parties of anyliability or wrongdoing, of any violation of the Released Partiespolicies or procedures, or of any local, state or federal laws orregulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                       |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |
|         | b.     | If any portion, provisionor part of this Agreement is held, determined or adjudicated to beinvalid, unenforceable or void for any reason, each such portion,provision or part shall be severed from the remaining portions,provisions or parts of this Agreement and shall not affect thevalidity or enforceability of such remaining portions, provisionsor parts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                       |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |
|         | c.     | This Agreement shall bebinding upon and inure to the benefit of the Parties and theirrespective heirs, legal representatives, successors andassigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                       |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|         | d.     | This Agreement shall beconstrued under and enforced in accordance with the substantivelaws of the State of California.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                       |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |
|         | e.     | This Agreement sets forththe entire agreement between Titan and Demarco and supersedes allprior oral or written agreements, negotiations, discussions, orunderstandings concerning the subject matter hereof, including thatcertain letter dated November 24, 2002 signed by Demarco and Dr.Gene Ray, Chairman and CEO of Titan.  The terms of thisAgreement may not be altered, amended, waived or modified, exceptby a further written agreement signed by a member of the Board ofDirectors of Titan and Demarco.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                       |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |
|         | f.                         | This Agreement may beexecuted in counterparts, each of which shall constitute anoriginal, but all of which shall constitute one and the sameagreement, provided each signing party shall have received a copyof the signature page signed by every other party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                       |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |
|         | g.     | The Parties to thisAgreement each cooperated in its drafting and preparation. Thus, the language of all parts of this Agreement shall in allcases be construed as a whole, according to its fair meaning andnot strictly for or against any party as the drafterthereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                       |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |
|         | h.     | Each party agrees to make,execute and deliver such other instruments or documents, and to door cause to be done such further or additional acts, as reasonablymay be necessary in order to effectuate the purposes or toimplement the terms of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                       |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|         | i.     | No waiver of any breach ofany term or provision of this Agreement shall be construed to be,nor shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by theparty waiving the breach. In the case of Titan, no waiver shall bebinding unless in writing and signed by a member of the Board ofDirectors of Titan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                       |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |
|         | j.     | Section headings inthis Agreement are included for convenience of reference only andshall not constitute a part of this Agreement for anypurpose.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                       |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |
|         | k.                         | Any notices sent inaccordance with this Agreement should be delivered by hand or byovernight delivery, with a signed receipt, and shall be deemedeffective as of the date delivered.  Notices sent to Titanshould be delivered in a sealed envelope marked“Confidential–To Be Opened by Addressee Only” andaddressed to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                       |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                       |                            | Nicholas Costanza, SeniorVice President & Secreatary The Titan Corporation 3033 Science Park Road San Diego, CA  92121                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                            |                            |
|                                            |                            | Notices sent to Demarcoshould be delivered in a sealed envelope addressed to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                       |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                            |                            | Eric M. Demarco 13665 White Rock Station Road Poway, Ca. 92064                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                       |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |
|         | l.     | Demarco acknowledges thathe has been given twenty-one (21) days within which toconsider this Agreement. Demarco represents that, during thisperiod, he has reviewed this Agreement with legal counsel such thathe knows and understands the legal effects hereof.  It isrecommended that Demarco consult with an attorney prior to signingthis Agreement.  In the event he decides to sign thisAgreement in advance of the twenty-one days provided for inthis paragraph, he acknowledges that he does so freely and withoutcoercion, and that this decision is in his solediscretion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                       |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |
|         | m.                         | The Parties furtherunderstand and agree that this Agreement is revocable by Demarcofor seven (7) days following his execution of this Agreement,and that this Agreement shall not become effective and enforceableuntil that revocation period has expired. If this Agreement isso revoked by Demarco, it will have no further force and effect,and Demarco shall not be entitled to receive the Severance Payment,the Vacation Payment, the Deferred Compensation Payment or any ofthe Options provided for herein.  This Agreement automaticallybecomes enforceable and effective on the “EffectiveDate”, which shall be  the eighth day after the datethis Agreement is signed by Demarco, provided that it has not beenproperly revoked prior to that date..  This Agreement may berevoked by a writing sent by messenger by Demarco, and received byTitan in compliance with Section 9(k), on or before the seventh dayafter the Agreement is signed by Demarco (unless that day is aSunday or holiday, in which event the revocation period is extendedto the next business day). |

          Ifany action is brought to enforce or interpret any provision of thisAgreement, or the rights or obligations of any party hereunder,each party shall bear all of its own attorneys’,accountants’ and other expert fees and costs incurred orsustained by such party in connection with such action.

          TheParties hereto, and each of them, represent and declare that inexecuting this Agreement, they rely solely upon their own judgment,belief and knowledge, and on the advice and recommendations oftheir own independently selected counsel, concerning the nature,extent and duration of their rights and claims and that they havenot been influenced to any extent whatsoever in executing the sameby any representations or statements covering any matters made byany of the Parties hereto or by any person representing them or anyof them.  The Parties acknowledge that no party hereto nor anyof their representatives has made any promise, representation orwarranty whatsoever, written or oral, as any inducement to enterinto this Agreement, except as expressly set forth in thisAgreement.

          TheParties represent and warrant that they have carefully read thisAgreement and know and understand the contents thereof, and thatthey signed this Agreement freely and voluntarily.  Theindividual executing this Agreement on behalf of Titan representsthat he is empowered to do so and thereby binds Titan.

          Eachparty to this Agreement has made such investigation of the factspertaining to this settlement and this Agreement and of all matterspertaining thereto as he/it deems necessary.

          Inentering into this Agreement and the settlement provided forherein, each party assumes the risk of any misrepresentation,concealment or mistake.  If any party should subsequentlydiscover that any fact relied upon by him/it, or that his/itsunderstanding of the facts or of the law was incorrect, such partyshall not be entitled to any relief in such connection orotherwise, including, without limiting the generality of theforegoing, any alleged right or claim to set aside or rescind thisAgreement.  This Agreement is intended to be and is final andbinding between the Parties hereto with respect to the ReleasedClaims, regardless of any claims of misrepresentation, promise madewithout the intention of performing, concealment of fact, mistakeof fact or law, or of any other circumstance whatsoever.

          TheParties hereto are each solely responsible for their own fees andcosts (including but not limited to legal and tax advisor fees andcosts) incurred before, from and after the date of this Agreement,and at all times thereafter, except as may be awarded by the Courtin connection with any proceedings arising out of the enforcementof the Agreement, regarding enforcement, interpretation,implementation or modifiability of same.

          Therepresentations, warranties and covenants contained in thisAgreement are deemed to and shall survive the execution anddelivery of this Agreement by all of the Parties.

          DEMARCOREPRESENTS AND WARRANTS THAT HE HAS THOROUGHLY READ AND CONSIDEREDALL ASPECTS OF THIS AGREEMENT, THAT HE UNDERSTANDS ALL PROVISIONSOF THIS AGREEMENT, THAT HE HAS HAD THE OPPORTUNITY TO CONSULT WITHCOUNSEL THROUGHOUT THIS PROCESS AND THAT HE IS VOLUNTARILY ENTERINGINTO THE AGREEMENT OF HIS OWN FREE WILL, WITHOUT DURESS OR COERCIONOF ANY KIND.
| Dated:  February 12, 2003                      |     By  | /s/ ERIC M. DEMARCO           |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------|-------------------------------|
|                                                                                                                                                              |                                  |                               |
|                                                                                                                                                              |                                  | Eric M.DeMarco, an individual |
|                                                                                                                                                              |                                  | TITANCORPORATION                   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------|------------------------------------|
| Dated:  February 12, 2003                      |     By  | /s/ GENE W. RAY                    |
|                                                                                                                                                              |                                  |                                    |
|                                                                                                                                                              |                                  | Gene W.Ray Chief Executive Officer |

Approved as to Form:Dated:  February 17, 2003
|     By  | /s/ A. KENDALL WOOD                         |
|----------------------------------|---------------------------------------------|
|                                  |                                             |
|                                  | A. KendallWood, Attorney forEric M. DeMarco |