March 29, 2002

SureBeam Corporation
3033 Science Park Road
San Diego, California 92121-1199
Attention: David Rane, Chief Financial Officer

Re: Surebeam Corporation/ Revolving Facility

Dear Mr. Rane:

The Titan Corporation,  a Delaware corporation ("TITAN"), is pleased to confirm,
subject to the terms and  conditions  set forth in this letter  agreement and in
the attached  Summary of Principal Terms and Conditions (as defined below),  its
firm  and   irrevocable   commitment  to  underwrite  and  provide  to  SureBeam
Corporation,  a Delaware  Corporation  ("SUREBEAM"),  a secured  revolving  debt
financing  facility up to an aggregate  maximum  available  principal  amount of
$25.0 million (the "REVOLVING FACILITY").

This letter  agreement and the Summary of Principal  Terms and Conditions of the
proposed  Revolving  Facility  attached to this letter agreement and made a part
hereof (the "SUMMARY OF TERMS AND  CONDITIONS";  and,  together with this letter
agreement,  the "COMMITMENT  LETTER") represent an outline of the basis on which
Titan is prepared to provide the credit comprising the Revolving  Facility.  The
terms and conditions of the Revolving Facility,  while substantially  defined in
the Summary of Terms and Conditions,  are not  necessarily  limited to those set
forth  in  the  Summary  of  Terms  and  Conditions.   Those  matters  that  may
subsequently  be  determined  and are not  covered  by the  Summary of Terms and
Conditions are subject to the mutual  agreement of Titan and SureBeam.  SureBeam
and Titan  further  covenant and agree not to sue each other or your  respective
directors,  officers,  employees,  attorneys  and  affiliates  (each a  "COVERED
PERSON") for any claims, losses, damages, liabilities or expenses of any kind or
nature  whatsoever  which may be incurred by or asserted  against or involve the
other party any such other covered person (whether  asserted by you or any other
person or entity) as a result of or arising  out of or in any way  related to or
resulting from this Commitment Letter,  except that this Commitment Letter shall
not have any  effect  upon any  preexisting  commitments  that Titan may have to
SureBeam.

     If you are in agreement with the foregoing, please sign and return to Titan
the enclosed  copy of this  Commitment  Letter no later than 6:00 p.m. San Diego
time, March 29, 2002,  whereupon this Commitment  Letter will, unless previously
revoked by us, be effective. This Commitment Letter shall terminate at such time
unless this  Commitment  Letter has by such time been  executed and delivered by
you to us. This Commitment Letter may be executed in any number of counterparts,
and by the different parties hereto on separate counterparts, each of which when
executed and  delivered  shall be an original,  but all of which shall  together
constitute one and the

Page 2

     same instrument.  This Commitment  Letter and the rights and obligations of
the parities hereto and thereto shall be governed by and construed in accordance
with the internal laws of the State of  California.  This letter is not intended
to confer upon any person,  other than the parties  hereto and their  successors
hereunder  any  benefit  or any  legal  or  equitable  right,  remedy  or  claim
hereunder.

We look forward to the successful consummation of the Revolving Facility.

Very truly yours,

THE TITAN CORPORATION

By: /s/ Mark Sopp
-----------------------------------
Printed Name: Mark Sopp
Title: Senior Vice President
Chief Financial Officer

AGREED TO AND ACCEPTED this 29th day of March , 2002.

SUREBEAM CORPORATION

By: /s/ David Rane
-----------------------------------
Name: David Rane
Title: Senior Vice President
Chief Financial Officer

<Page>

                              SUREBEAM CORPORATION
                         SENIOR SECURED CREDIT FACILITY
                   SUMMARY OF PRINCIPAL TERMS AND CONDITIONS
                 ACCOMPANYING LETTER AGREEMENT BETWEEN BORROWER
                        AND LENDER DATED MARCH 29, 2002

BORROWER: SureBeam  Corporation (the  "BORROWER").  The Borrower and each of its
     subsidiaries are sometimes referred to herein as the "LOAN PARTIES".

LENDER: The Titan Corporation (the "LENDER").

SENIOR FACILITY:  Senior  secured  revolving  credit  facility  (the  "REVOLVING
     FACILITY")  in an amount  equal to $25  million  (the  "REVOLVING  FACILITY
     COMMITMENT"),  of which up to $5 million  will be  available in the form of
     letters of credit.

PURPOSE: Borrowings under the Revolving Facility will be used (i) to finance the
     Borrower's working capital needs, (ii) to finance capital  expenditures and
     (iii) for general  corporate  purposes  (including  the payment of fees and
     expenses related to the Revolving Facility). Letters of credit will be used
     by the  Borrower for the purposes set forth in clauses (i) and (iii) of the
     preceding sentence.

AVAILABILITY:  (A) Borrowings under the Revolving  Facility will be available on
     or prior to the earliest of (i)  December  31, 2003,  the date on which the
     Revolving  Facility  Commitment is terminated in full (iii) the date of any
     Commitment  Termination  Event (as  defined  in the Senior  Secured  Credit
     Agreement,  dated as of February 23, 2000 and as amended,  among the Lender
     and the various  financial  institutions  that are parties thereto (as such
     Senior Secured  Credit  Agreement may be amended,  restated,  supplemented,
     renewed,  replaced,  refinanced  or  otherwise  modified  from time to time
     whether or not with the same financial  institutions,  the "LENDER'S CREDIT
     AGREEMENT")).  The date after which borrowings under the Revolving Facility
     are no longer available is herein referred to as the

                                       1.
<Page>

     "REVOLVING FACILITY COMMITMENT TERMINATION DATE."

     The  maximum  number  of  borrowings  made  under the  Revolving  Facility,
     excluding  letters of credit,  issued by the Lender to the Borrower  during
     any  calendar  month  shall be one.  No  borrowings  may be made  under the
     Revolving  Facility or letters of credit issued sixty days after any of the
     Borrower's  fiscal  quarters  unless  and  until the  quarterly  compliance
     certificate  referred  to below  under  "Compliance  Certificates"  for the
     preceding  fiscal  quarter shall have been submitted by the Borrower to the
     Lender.  During  the  first  sixty  days  of any of the  Borrower's  fiscal
     quarters,  until such quarterly  compliance  certificate  for the preceding
     fiscal  quarter  shall have been  submitted  by the Borrower to the Lender,
     borrowing availability under the Revolving Facility and the availability of
     letters of credit  will be based on the  quarterly  compliance  certificate
     submitted  by the  Borrower to the Lender for the second  preceding  fiscal
     quarter. Notwithstanding the above, in the event that the Borrower has made
     any prepayment to the Lender under any of the circumstances set forth under
     "Mandatory  Prepayment" or "Voluntary  Prepayment"  during or at the end of
     any given fiscal quarter, the Borrower may borrow (or, subject to the other
     provisions  contained in this Term Sheet,  request letters of credit in the
     amount of) all such amounts prepaid in ensuing fiscal quarters,  regardless
     of  whether  the  Borrower  has timely  submitted  a  quarterly  compliance
     certificate to the Lender,  and the amounts that the Borrower may so borrow
     or  request as letters of credit  pursuant  to this  sentence  shall not be
     subject to reduction  based on the state of the Borrower's  compliance,  at
     the time of the applicable borrowing, with the EBITDA Requirements (defined
     below).  Any  borrowing  made by the Borrower or letter of credit issued by
     the Lender to the  Borrower  pursuant to the  preceding  sentence  shall be
     referred  to herein as a  "PREPAYMENT  BORROWING."  The  maximum  amount of
     borrowings and letters of credit, subject to the other provisions contained
     in this Term Sheet, made under the Revolving  Facility or issued during any
     one of the Lender's  fiscal quarters shall be $12.5 million (the "QUARTERLY
     MAXIMUM"), which amount shall be subject to reduction based on the state of
     the Borrower's

                                       2.
<Page>

     compliance,  at the time of the  borrowing  or  issuance,  with the  EBITDA
     Requirements.  Prepayment  Borrowings  made during any given fiscal quarter
     shall not count  toward the  Quarterly  Maximum  for such  fiscal  quarter.
     Portions of the Quarterly  Maximum (as such Quarterly Maximum may have been
     reduced  during the  applicable  fiscal  quarter  based on the state of the
     Borrower's  compliance  with the EBITDA  Requirements)  not borrowed by the
     Borrower  or  covered  by a letter  of credit  issued by the  Lender to the
     Borrower in any fiscal quarter  during the  Borrower's  fiscal 2002 will be
     available  (in  addition to the  Quarterly  Maximum  for such later  fiscal
     quarters) for borrowing or use in connection with a letter of credit during
     any of the Borrower's later fiscal quarters during 2002.

(B)  Letters of credit will be available  at any time before the fifth  business
     day prior to the Revolving Facility Commitment Termination Date.

(C)  EBITDA  Requirements  shall mean the following:  for each fiscal quarter in
     fiscal year 2003, the Quarterly  Maximum shall be subject to the following:
     (i) if the Borrower's  EBITDA for the preceding fiscal quarter is less than
     25% of the Borrower's  target EBITDA set forth in the 2002-2003  Borrower's
     Operating  plan  previously  delivered  by Borrower to Lender  ("EBITDA AOP
     TARGET") for such preceding  fiscal quarter,  the Borrower shall be limited
     to  borrowings  of $5 million for such  fiscal  quarter,  provided  that no
     borrowings  shall be available to the Borrower if the Borrower's  operating
     expenses exceeded $5 million in such preceding fiscal quarter;  and (ii) if
     the  Borrower's  EBITDA  for such  preceding  fiscal  quarter is 25% of the
     EBITDA AOP Target for such  preceding  fiscal  quarter,  the  Borrower  may
     borrow up to 50% of the Quarterly Maximum (the "ALLOWED QUARTERLY MAXIMUM")
     for such  fiscal  quarter.  The Allowed  Quarterly  Maximum for such fiscal
     quarter  shall  increase  pro rata with the  percentage  increase  that the
     Borrower's  EBITDA for such  preceding  fiscal  quarter is above 25% of the
     EBITDA AOP Target for such  preceding  fiscal  quarter.

     Beginning with the second fiscal quarter of fiscal year

                                       3.
<Page>

     2003,  if the  Borrower  has  negative  EBITDA in any fiscal  quarter,  the
     Borrower  may not make any  borrowings  in the  following  fiscal  quarter.

     Notwithstanding  anything to the contrary,  to the extent net proceeds from
     issuances of equity or  equity-related  securities  of the Loan Parties are
     available for use by the Borrower,  then Borrower shall not be permitted to
     make any borrowings under the Revolving Facility until such funds are first
     exhausted.

LETTERS OF CREDIT: Letters of credit under the Revolving Facility will be caused
     to be issued by the  Lender.  Each letter of credit  shall  expire no later
     than the  earlier of (i) 12 months  after its date of  issuance;  PROVIDED,
     HOWEVER,  that with respect to letters of credit with an aggregate  undrawn
     face amount not  exceeding  $500,000,  the expiry  date of such  letters of
     credit may be up to 24 months;  or (ii) the fifth business day prior to the
     Revolving Loan Maturity Date (as defined below).

     Drawings  under any letter of credit shall be reimbursed by the Borrower on
     the next  business  day. To the extent that the Borrower does not reimburse
     the Lender on the next  business  day,  the amount  that is not  reimbursed
     shall be deemed to be a borrowing under the Revolving Facility.

LENDER GUARANTIES: Borrower and Lender shall use their best efforts to terminate
     the outstanding  guaranties for the obligations of the Borrower existing on
     the Closing Date (the "LENDER GUARANTIES").

     Any payment made by the Lender,  and any obligation for payment  assumed by
     the Lender,  under a Lender Guaranty shall be deemed to have been made as a
     borrowing under the Revolving Facility.

COMPLIANCE  CERTIFICATES:  For the first  three  fiscal  quarters of each of the
     Borrower's  fiscal years  during the term of the  Revolving  Facility,  the
     Borrower shall submit, on or prior to the date 60 days after that quarter's
     end, a compliance certificate to the Lender pursuant to which an authorized
     officer shall certify as to (i) the Borrower's compliance with the terms of
     the credit agreement relating to the Revolving

                                       4.
<Page>

     Facility  (the "CREDIT  AGREEMENT"),  including the  covenants  and,  where
     applicable,   supporting   calculations   for  the  Borrower's   compliance
     therewith,  and the related  collateral  documentation  (together  with the
     Credit Agreement, the "LOAN DOCUMENTS"), (ii) whether a default or event of
     default has occurred and (iii) the outstanding  balance of loans made under
     the Revolving Facility as of the end of that quarter. For the fourth fiscal
     quarter  of each of the  Borrower's  fiscal  years  during  the term of the
     Revolving  Facility,  the Borrower shall submit, on or prior to the date 90
     days after the close of such fiscal year, a compliance  certificate  to the
     Lender  pursuant to which an  authorized  officer  shall  certify as to the
     matters referred to in clauses (i), (ii) and (iii) above.  Furthermore,  in
     connection  with any loan that is made under the  Revolving  Facility,  the
     Borrower  shall  submit to the Lender a  certificate  pursuant  to which an
     authorized  officer shall  certify as to the matters  referred to in clause
     (i) above as of the date that the loan is proposed to be made (a "BORROWING
     DATE").

DEFAULT RATE:  Following a default or event of default,  interest on amounts due
     under the Credit  Agreement  shall  accrue at the rate that is two  hundred
     basis points in excess of the otherwise applicable rate.

FINALMATURITY:  The  Revolving  Facility  will  mature  on  the  earlier  of (i)
     December  31, 2005,  (ii) the date on which the lenders  under the Lender's
     Credit  Agreement  accelerate  the date for  payment  by Lender of  amounts
     outstanding  thereunder and (iii) the date of termination,  for any reason,
     of the Lender's Credit Agreement (the "REVOLVING LOAN MATURITY DATE").

     Loans made under the Revolving Facility will be repaid as follows (with the
     quarterly  percentages provided for below being applied with respect to the
     outstanding  balance of loans under the  Revolving  Facility as of the last
     day of the  Borrower's  prior fiscal  quarter for payments  made during the
     Borrower's  fiscal  2003,  and,  thereafter,   with  the  payments  in  the
     Borrower's  fiscal 2004 to be based upon the  outstanding  balance of loans
     under the Revolving  Facility as of December 31, 2003,  such balances to be
     as set forth in the  quarterly  compliance  certificates  referred to above
     under "Compliance  Certificates"):

                        QUARTERLY PERCENTAGE REPAID
        Fiscal 2002                  None

                                       5.
<Page>

        Fiscal 2003                    5%
        Fiscal 2004                   12.5%
        Fiscal 2005                    25% of outstanding balance of
        principal and accrued interest on December 31, 2004

     On December 31, 2005,  100.0% of the outstanding  principal  balance of the
     Revolving Facility and all accrued and unpaid interest shall be paid.

     All repayments  provided for above shall be made as of the last day of each
     fiscal quarter for the applicable fiscal year and shall permanently  reduce
     the Revolving Facility  Commitment and  correspondingly  reduce the amounts
     available for letters of credit.

GUARANTEES: All obligations of the Borrower under the Revolving Facility will be
     unconditionally  guaranteed by each existing and  subsequently  acquired or
     organized  subsidiary of the Borrower (provided for foreign subsidiaries no
     adverse tax consequences would result therefrom).

SECURITY: The Revolving  Facility and the related  guarantees will be secured by
     all the assets of the Borrower and each existing and subsequently  acquired
     or organized subsidiary of the Borrower  (collectively,  the "COLLATERAL"),
     including but not limited to (i) a first  priority  pledge of 100% (or such
     lesser  amount  owned by the  Borrower or one of its  subsidiaries)  of the
     capital  stock of each  existing  and  subsequently  acquired or  organized
     subsidiary of the Borrower and (ii) perfected  first  priority  (subject to
     limited customary  exceptions) security interests in, and mortgages on, all
     tangible  and  intangible  assets of the  Borrower  and each  existing  and
     subsequently  acquired or organized  subsidiary of the Borrower  (including
     but not limited to accounts  receivable  (billed and unbilled),  inventory,
     equipment,  contracts, contract rights (including royalty streams), general
     intangibles, intellectual property (including patents, patent applications,
     copyrights  and  trademarks  (registered  or  otherwise)),  real  property,
     deposit accounts, investment securities, leasehold mortgages and interests,
     cash and proceeds of the foregoing).

     All the above-described pledges,  security interests and mortgages shall be
     created on terms, and pursuant to  documentation  (prepared by the Lender's
     counsel),  satisfactory to the Lender,  and,  subject to limited  customary
     exceptions  and applicable  laws to be agreed upon,  none of the Collateral
     shall be subject to any other pledges,

                                       6.
<Page>

     security interests or mortgages.

INTEREST RATES: Loans under the Revolving Facility shall bear interest at a rate
     per annum equal to the Lender's  effective  weighted average term debt rate
     plus three  hundred  basis points (so, if the Lender's  effective  weighted
     average term debt rate as of a Borrowing Date is 10%, the interest rate per
     annum on a loan made under the Revolving Facility as of such Borrowing Date
     shall be 13%). The Lender's effective weighted average term debt rate shall
     be calculated,  for any Borrowing Date, by multiplying the Lender's average
     daily debt  outstanding on the Lender's Credit  Agreement times the average
     daily effective  interest rate under the Lender's Credit Agreement  divided
     by the total number of days for that given period.  The Lender's  effective
     weighted  average term debt rate shall include,  but not be limited to, the
     interest rate charged,  the non-utilization fees charged and any other debt
     financing  costs  incurred  by  the  Lender  or  charged  by  the  Lender's
     syndicated bank group under the Lender's Credit Agreement.

     Interest on loans under the Revolving  Facility  shall be paid monthly,  on
     the first of each month  beginning  on January 1, 2003.  Accrued and unpaid
     interest from the date that the Lender and the Borrower  execute the Credit
     Agreement  (the  "CLOSING  DATE")  through  December 31, 2002 on loans made
     under the Revolving Facility shall constitute a borrowing (but shall not be
     deemed a borrowing  for purposes of  determining  the number of  borrowings
     that may be made under the Revolving Facility in any given month) under the
     Revolving Facility.

     Calculation  of interest  shall be on the basis of actual days elapsed in a
     year of 360 days.

TAX  GROSS UP: All payments shall be made without  withholding or deduction for,
     or on account of, any present or future  taxes or duties  imposed or levied
     by or on  behalf  of any  governmental  taxing  authority  or,  if any such
     withholding  or deductions are required to be made by law, with the payment
     of such  additional  amounts as will  result in the Lender  receiving  such
     amounts as it would have received had no such withholding or reduction been
     required.

MANDATORY PREPAYMENT:  Loans under the Revolving  Facility shall be prepaid with
     (i) 100% of the net cash proceeds of all asset sales or other  dispositions
     of

                                       7.
<Page>

     property  (excepting sales of inventory in the ordinary course of business)
     by the Loan Parties (including insurance and condemnation  proceeds),  (ii)
     100% of the net cash proceeds of issuances of debt  obligations of the Loan
     Parties and (iii) 50% of the net cash  proceeds in excess of $25 million of
     issuances of equity or  equity-related  securities of the Loan Parties.  At
     the end of every fiscal  quarter,  the Borrower shall be required to prepay
     loans under the Revolving Facility in an amount equal to the amount of cash
     and cash  equivalents  that are in excess of $5 million  on the  Borrower's
     balance sheet as of the fiscal quarter end,  excepting net cash proceeds of
     issuances of equity or equity-related  securities of the Loan Parties which
     are not subject to mandatory prepayment pursuant to (iii) above.

VOLUNTARY  PREPAYMENT:  Voluntary  prepayments  will be permitted in whole or in
     part, at the option of the  Borrower,  in minimum  principal  amounts to be
     agreed upon.

APPLICATION OF PREPAYMENTS:  Voluntary and mandatory  prepayments shall be made,
     without  premium  or  penalty,  unless as a result of such  prepayment  the
     Lender uses the proceeds of such prepayment to repay or prepay indebtedness
     outstanding  under the Lender's  Credit  Agreement  (in the  Lender's  sole
     discretion) and the Lender is thereby subject to a premium or penalty under
     the Lender's Credit Agreement.

     Mandatory prepayments shall be applied to repay accrued and unpaid interest
     and loans under the Revolving  Facility and may be  reborrowed,  subject to
     the other provisions of this Term Sheet.

REPRESENTATIONS AND  WARRANTIES:  Usual for facilities and  transactions of this
     type provided by  institutional  lenders and others to be determined by the
     Lender, including but not limited to corporate status, power and authority;
     enforceability;  accuracy of  financial  statements;  no  material  adverse
     change; absence of litigation which, if adversely determined,  could have a
     material  adverse  effect;  no  violation  of   organizational   documents,
     agreement  or  instruments;   compliance  with  laws  (including   employee
     benefits,  margin  regulations  and  environmental  laws  and FDA and  USDA
     regulations);   payment  of  taxes;  ownership  of  properties;   solvency;
     effectiveness of regulatory approvals; governmental permits; labor matters;
     ERISA; environmental matters; accuracy of information;  validity,  priority
     and perfection of security interests in the Collateral;

                                       8.
<Page>

     adequate  insurance;   Investment  Company  and  Public  Utility  Acts  not
     applicable; intellectual property; absence of liens; and subsidiaries.

CONDITIONS  PRECEDENT  BORROWING:  The Lender's  proposal to make the  Revolving
     Facility TO available to the Borrower on the Closing Date is subject to the
     satisfaction or waiver of the conditions set forth in Exhibit A hereto,  as
     well as to the Lender's ability to fund the Borrower's  borrowing  requests
     in accordance with the Lender's Credit Agreement.

AFFIRMATIVE  COVENANTS:  Usual  for  facilities  and  transactions  of this type
     provided  by  institutional  lenders  and  others to be agreed  upon by the
     Borrower  and the Lender (to be  applicable  to each of the Loan  Parties),
     including,  but not limited to,  maintenance  of  corporate  existence  and
     rights;   performance  of  obligations;   delivery  of  audited   financial
     statements  (including the accountants' report thereon and a statement from
     the accountants  that, in performing the  examination  necessary to deliver
     the audited financial statements,  no knowledge was obtained by them of any
     default or event of default  under the Credit  Agreement) on or prior to 90
     days after the close of the Borrower's fiscal year and unaudited  financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  ("GAAP")  on or prior to 60 days after the close of each of the
     Borrower's  preceding  fiscal  quarters  (certified,  in  the  case  of the
     unaudited financial statements, as to their completeness and correctness by
     an  authorized  officer  of the  Borrower);  delivery  of  other  financial
     information,  including,  but not limited to,  detailed aged trial balances
     for billed and unbilled accounts  receivable and accounts payable,  notices
     of default,  litigation and ERISA events,  "management letters," the Annual
     Operating   Plan  and  the  compliance   certificates   referred  to  under
     "Compliance  Certificates" above; maintenance of properties in good working
     order;  maintenance of insurance;  compliance with laws, including employee
     benefits and environmental laws and FDA and USDA regulations; inspection of
     books and properties; further assurances and collateral matters; payment of
     taxes;  performance of contracts; and for agreements entered into after the
     date hereof,  receipt of 10%  downpayments  (or 10% irrevocable  letters of
     credit) with respect to the shipment of any permitted  international  sales
     of the Borrower's equipment.

NEGATIVE COVENANTS:  Usual for facilities and transactions of this type provided
     by

                                       9.
<Page>

     institutional  lenders  and  others to be  determined  by the Lender (to be
     applicable  to each of the Loan  Parties),  including,  but not limited to,
     limitations on dividends on, and  redemptions  and  repurchases of, capital
     stock;   limitations  on   prepayments,   redemptions  and  repurchases  of
     subordinated debt;  limitations on liens and  sale-leaseback  transactions;
     limitations on loans and investments;  limitations on debt;  limitations on
     mergers,  acquisitions  and asset sales  (including  sales of fixed  assets
     outside  the  ordinary  course of  business or  overseas);  limitations  on
     transactions with affiliates; limitations on changes in business conducted;
     limitations on amendment of debt and other material agreements; limitations
     on stock issuances;  and limitations on restrictive agreements with respect
     to dividends, distributions and transfers of assets by subsidiaries.

SELECTED FINANCIAL  COVENANTS:  The Credit  Agreement will contain  commercially
     reasonable financial covenants that are mutually acceptable to Borrower and
     Lender,  which  shall  include,  but not be limited to,  Maximum  Operating
     Expense and Capital Expenditures covenants that are based on the Borrower's
     revenue level as generally described in Exhibit B hereto.

EVENTS OF DEFAULT:  Usual for  facilities  and  transactions  of this type (with
     customary  cure  periods)  and  others  to be  determined  by  the  Lender,
     including but not limited to  nonpayment  of  principal,  interest or fees,
     violation of covenants,  incorrectness of  representations  and warranties,
     cross default, bankruptcy, material judgments, employee benefits, actual or
     asserted invalidity of the guarantees or the security documents, failure of
     subordination,  and  Change in  Control  (the  definition  of which will be
     agreed upon).

AMENDMENTS, ETC.:  Amendments and waivers of the Loan Documents will require the
     approval of the  Borrower and Lender.  COST AND YIELD The Credit  Agreement
     shall include standard PROTECTION:  protective  provisions for such matters
     as capital  adequacy,  increased  costs,  funding  losses,  illegality  and
     withholding taxes borne by the Lender under the Lender's Credit Agreement.

ASSIGNMENTS: The Lender will be permitted to assign its rights under the Credit

                                      10.
<Page>

     Agreement.

EXPENSES AND INDEMNIFICATION:  All reasonable  out-of-pocket costs of the Lender
     (including  reasonable  fees,  disbursements  and other charges of counsel,
     enforcement   costs  and  documentary   taxes)  associated  with  the  Loan
     Documents, the Revolving Facility and any amendment to or consent under the
     Lender's  Credit  Agreement  entered into in connection  with the Revolving
     Facility  (including  reasonable fees,  disbursements  and other charges of
     counsel to the lenders under the Lender's Credit  Agreement) are to be paid
     by the Borrower if the Credit  Agreement is executed or any funds are drawn
     thereunder.  The  Borrower  will  indemnify  the Lender and its  respective
     officers,   directors,   employees,   affiliates  and  agents  collectively
     ("INDEMNIFIED  PERSONS") and hold them harmless from and against all costs,
     expenses  (including  reasonable fees,  disbursements  and other charges of
     counsel) and liabilities of any such  Indemnified  Person arising out of or
     relating to the financing contemplated hereby or arising out of or relating
     to the Lender's  borrowings  under the Lender's  Credit  Agreement that are
     used  to  finance  the  Revolving  Facility,  PROVIDED  that  none  of  the
     Indemnified Persons will be indemnified for its gross negligence or willful
     misconduct as determined  by a court of competent  jurisdiction  in a final
     and  nonappealable  decision.

COUNSEL FOR THE LENDER: Cooley Godward LLP

GOVERNING LAW AND FORUM: California

                                      11.
<Page>

                                                                       EXHIBIT A

                                   CONDITIONS

     The  Lender's  proposal to make the  Revolving  Facility  available  to the
Borrower is also subject to the following conditions:

ARTICLE I the  preparation,  execution and delivery of definitive  documentation
     for the Loan Documents satisfactory to the Lender, and the satisfaction (as
     determined by the Lender) of customary closing  conditions for transactions
     similar to the Revolving Facility;

ARTICLE II since March 29, 2002,  there shall not have  occurred or become known
     to the  Lender  any event or  events,  adverse  condition  or change  that,
     individually  or in the aggregate,  would  reasonably be expected to have a
     Material Adverse Effect with respect to the Loan Parties;

ARTICLE III subject to such exceptions as the Lender shall otherwise  agree, the
     Lender shall have a perfected  first-priority security interest in and lien
     on all assets as required under the heading "Security" set forth herein; In
     the  event  that  any of the  conditions  set  forth  above  or in the Loan
     Documents are not  satisfied,  the Lender  reserves the right,  in its sole
     discretion, to decline to participate in the proposed financing.

     (a) As used herein,  a "Material  Adverse  Effect" shall mean the result of
one or more events, changes or effects which,  individually or in the aggregate,
would  reasonably  be  expected  to have a  material  adverse  effect on (i) the
business, results of operations, condition (financial or otherwise) or prospects
of the Loan  Parties,  in each case,  taken as a whole,  or (ii) the validity or
enforceability  of any of the  documents  entered  into in  connection  with the
Transactions,  including,  without limitation, the Loan Documents or the rights,
remedies and benefits available to the parties thereunder.

                                       1.
<Page>

                                   EXHIBIT B
SELECTED FINANCIAL COVENANTS

     FINANCIAL  CONDITION AND OPERATIONS.  The Borrower will not permit to occur
any of the events set forth below.

(a)  MAXIMUM CAPITAL EXPENDITURES.  (i) If the Borrower's revenue for any Fiscal
     Quarter in Fiscal Year 2002 is greater than  eighty-five  percent  (85%) of
     the  quarterly  revenue  target  set  forth  in  the  2002-2003  Borrower's
     Operating  Plan  previously  delivered by Borrower to Lender,  the Borrower
     will not incur Capital  Expenditures  during the next Fiscal Quarter during
     Fiscal Year 2002 that, when aggregated with all other Capital  Expenditures
     incurred by the Borrower during such next Fiscal Quarter during Fiscal Year
     2002 and all prior Fiscal  Quarters  during  Fiscal Year 2002,  are greater
     than Five  Hundred  Thousand  Dollars  ($500,000)  in excess of the capital
     expenditure budget for that next Fiscal Quarter during Fiscal Year 2002 and
     all  prior  Fiscal  Quarters  during  Fiscal  Year  2002,  set forth in the
     2002-2003  Borrower's  Operating Plan  previously  delivered by Borrower to
     Lender.

(b)  (ii) If the  Borrower's  revenue for any Fiscal Quarter in Fiscal Year 2002
     is less than or equal to eighty-five percent (85%) of the quarterly revenue
     target set forth in the  2002-2003  Borrower's  Operating  Plan  previously
     delivered  by  Borrower  to Lender,  the  Borrower  will not incur  Capital
     Expenditures  during the next Fiscal  Quarter during Fiscal Year 2002 that,
     when  aggregated  with  all  other  Capital  Expenditures  incurred  by the
     Borrower  during such next Fiscal  Quarter  during Fiscal Year 2002 and all
     prior  Fiscal  Quarters  during  Fiscal Year 2002,  are  greater  than Five
     Hundred Thousand Dollars  ($500,000) in excess of the "adjusted plan" model
     capital  expenditure budget for that next Fiscal Quarter during Fiscal Year
     2002 and all prior Fiscal  Quarters  during Fiscal Year 2002,  set forth in
     the 2002-2003 Borrower's Operating Plan previously delivered by Borrower to
     Lender.

(c)  OPERATING EXPENSES. (i) If the Borrower's revenue for any Fiscal Quarter in
     Fiscal Year 2002 is greater than eighty-five percent (85%) of the quarterly
     revenue  target  set  forth  in the  2002-2003  Borrower's  Operating  Plan
     previously  delivered by Borrower to Lender,  then for the following Fiscal
     Quarter  during  Fiscal Year 2002,  the  Borrower  may not incur  operating
     expenses in excess of Five Hundred  Thousand  Dollars  ($500,000) more than
     the operating expenses,  excluding amortization and depreciation,  for such
     Fiscal  Quarter  set  forth  in the  2002-2003  Borrower's  Operating  Plan
     previously delivered by Borrower to Lender.

     (ii) If the  Borrower's  revenue for any Fiscal Quarter in Fiscal Year 2002
          is equal to or less than  eighty-five  percent  (85%) of the quarterly
          revenue target set forth in the

                                       1.
<Page>

          Borrower's Annual Operating Plan for such Fiscal Quarter, then for the
          following Fiscal Quarter during Fiscal Year 2002:

               the Borrower may not incur  operating  expenses in excess of Five
          Hundred Thousand Dollars  ($500,000) more than the product of ((D-E) x
          ((C-B)/(A-B))) + E, where:

               A=Fiscal  Quarter  revenue of the  immediately  preceding  Fiscal
                    Quarter  from the  Borrower's  set  forth  in the  2002-2003
                    Borrower's  Operating Plan previously  delivered by Borrower
                    to Lender.

               B=Fiscal  Quarter  revenue of the  immediately  preceding  Fiscal
                    Quarter  from  the "  adjusted  plan"  as set  forth  in the
                    2002-2003  Borrower's Operating Plan previously delivered by
                    Borrower to Lender.

               C=Actual revenue from the immediately preceding Fiscal Quarter.

               D=Operating expenses of the following Fiscal Quarter as set forth
                    in  the  2002-2003   Borrower's  Operating  Plan  previously
                    delivered by Borrower to Lender.

               E=Operating  expenses of the  following  Fiscal  Quarter from the
                    "adjusted  plan" as set  forth in the  2002-2003  Borrower's
                    Operating Plan previously delivered by Borrower to Lender.

                                   EXHIBIT C

                                KEY DEFINITIONS

"EBITDA"  means,  for the  Borrower  and its  Subsidiaries,  for any  applicable
period, the sum (without duplication) of the following:

     (a) Net Income,

     MINUS

     (b)  all amounts added by the Borrower and its Subsidiaries, in determining
          Net  Income,  representing  either  non-cash or  non-recurring  gains,
          including as a result of changes in accounting  treatment  under GAAP,
          including  all  royalty  income  recognized  in  accordance  with  the
          Borrower's license agreement with the Lender,

     PLUS

                                       2.
<Page>

     (c)  the  amount  deducted  by  the  Borrower  and  its  Subsidiaries,   in
          determining Net Income,  representing  amortization,  as determined in
          accordance with GAAP,

     PLUS

     (d)  the amount deducted, in determining Net Income, of all federal,  state
          and local  income  taxes  (whether  paid in cash or  deferred)  of the
          Borrower and its Subsidiaries,

     PLUS

     (e)  the amount deducted, in determining Net Income, of Interest Expense of
          the Borrower and its Subsidiaries,

     PLUS

     (f)  the  amount   deducted,   in  determining  Net  Income,   representing
          depreciation  of  assets  of the  Borrower  and its  Subsidiaries,  as
          determined in accordance with GAAP.

"NET INCOME"  means for any period,  the aggregate of all amounts which would be
included as net income on the consolidated  financial statements of the Borrower
and its Subsidiaries for such period, as determined in accordance with GAAP.

THE TITAN CORPORATION

By: /s/ Mark Sopp
-----------------------------
Name: Mark Sopp
Title: Senior Vice President
Chief Financial Officer

ACCEPTED AND AGREED TO
AS OF MARCH 29, 2002:

SUREBEAM CORPORATION

By: /s/ David Rane
-------------------------------
Name: David Rane
Title: Senior Vice President
Chief Financial Officer

3.