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                                  AMENDMENT TO
                 THE TITAN CORPORATION STOCK OPTION PLAN OF 1994

            The Titan Corporation Stock Option Plan of 1994 (the "Plan") is
hereby amended as set forth below.

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

      Notwithstanding any other provisions of this Plan, upon any Change in
Control (as defined hereinbelow), all then outstanding options and Stock
Appreciation Rights (as defined hereinbelow) will become fully vested and
exercisable and all restricted stock (as defined hereinbelow) will become fully
vested and all restrictions against sale or transfer or hypothecation thereof
shall lapse and expire. The term "Change in Control" shall mean:

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

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

                  (c) Consummation of a reorganization, merger, consolidation or
            sale or other disposition of all or substantially all of the assets
            of the Company (a "Business Combination"), in each case, unless,
            following such Business Combination, (i) all or substantially all of
            the individuals and entities that were
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            the beneficial owners of the Outstanding Company Common Stock and
            the Outstanding Company Voting Securities immediately prior to such
            Business Combination beneficially own, directly or indirectly, more
            than 60% of the then-outstanding shares of common stock and the
            combined voting power of the then-outstanding voting securities
            entitled to vote generally in the election of directors, as the case
            may be, of the corporation resulting from such Business Combination
            (including, without limitation, a corporation that, as a result of
            such transaction, owns the Company or all or substantially all of
            the Company's assets either directly or through one or more
            subsidiaries) in substantially the same proportions as their
            ownership immediately prior to such Business Combination of the
            Outstanding Company Common Stock and the Outstanding Company Voting
            Securities, as the case may be, (ii) no Person (excluding any
            corporation resulting from such Business Combination or any employee
            benefit plan (or related trust) of the Company or such corporation
            resulting from such Business Combination) beneficially owns,
            directly or indirectly, 20% or more of, respectively, the
            then-outstanding shares of common stock of the corporation resulting
            from such Business Combination or the combined voting power of the
            then-outstanding voting securities of such corporation, except to
            the extent that such ownership existed prior to the Business
            Combination, and (iii) at least a majority of the members of the
            board of directors of the corporation resulting from such Business
            Combination were members of the Incumbent Board at the time of the
            execution of the initial agreement or of the action of the Board
            providing for such Business Combination; or

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

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

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


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