**AMENDMENT TOSENIOR SECURED CREDIT AGREEMENTANDCONTRACT FOR PURCHASE AND SALE OF EQUIPMENT AND SERVICES**

**This Amendment toSenior Secured Credit Agreement and Contract for Purchase and Saleof Equipment and Services** dated as of March 28, 2003(the “***Amendment***”), is entered into by andbetween **SureBeam Corporation**, a Delaware corporation(“***Borrower***”), and **The TitanCorporation,** a Delawarecorporation****(“***Lender***”). 

**Recital**

**A.**        Borrowerand Lender have entered into that Senior Secured Credit Agreementdated as of August 2, 2002 (as the same may be further amended,modified, supplemented or restated hereafter from time to time, the“***Credit Agreement***”), pursuant to whichLender has agreed to extend and make available to Borrower certainadvances of money upon the terms and conditions set forth in theCredit Agreement and the other Loan Documents. 

**B.**        Borrowerand Lender are also party to that Contract for Purchase and Sale ofEquipment and Services date February 11, 2002 (as the same may befurther amended, modified, supplemented or restated from time totime, the “***EquipmentAgreement***”).

**C.       **Borrower has requested that Lender amendcertain provisions of the Credit Agreement and the EquipmentAgreement, as more fully set forth herein.

**D.**        Subject tothe representations and warranties of Borrower and upon the termsand conditions set forth in this Amendment, the Lender is willingto so amend the Credit Agreement and the EquipmentAgreement.

**Agreement**

**Now,Therefore**, in consideration of the foregoing Recitals,and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, and intending to belegally bound, the parties hereto represent, warrant and agree asfollows:

**Definitions. ** Capitalized terms used herein withoutdefinitions shall have the meanings given to them in the CreditAgreement.

**Amendment to Credit Agreement.**   The Credit Agreement is hereby amended as follows:

**Section 3.1(d) -  Repayments andPrepayments**. 

The following shall be added to the end of Section 3.1(d) of theCredit Agreement:

“Notwithstanding theforegoing during the time period from March 12, 2003 throughSeptember 30, 2004 (the “***Waiver Period***”),and provided that no Default or Event of Default has occurredduring such Waiver Period, the Borrower may receive net proceedsfrom the issuance of equity securities, which otherwise wouldconstitute Net Proceeds, in an amount up to Twenty Five MillionDollars ($25,000,000) (the “***Exempt NetProceeds***”), and such Exempt Net Proceeds shall not besubject, during the Waiver Period and thereafter, to the provisionsof this Section 3.1(d); *provided, however*, any amountsreceived in excess of Twenty Five Million Dollars ($25,000,000)during the Waiver Period shall be subject to the provisions of thisSection 3.1(d).”

**Amendments to Equipment Agreement. ** Borrower agrees(a) to the amendments to Statements of Work (as defined in theEquipment Agreement) set forth in **Section 3.1** below, (b)that such amendments shall constitute Change Orders (as defined inthe Equipment Agreement) agreed to between the parties for purposesof the Equipment Agreement, and (c) that all the provisions in theEquipment Agreement relating to effecting Change Orders shall bedeemed to have been complied with in connection with the ChangeOrders below upon the parties’ execution of thisAmendment.

The agreed-on Change Orders are as follows:

Borrower shall not charge Lender for any additional costs tocomplete the PS500 Wright Medical and Guidant systems effectiveJanuary 1, 2003.  The billings dated January 24, 2003, forDecember 2002 activity, shall constitute the final billings on theprocurement and installation of these systems.  These systemsshall be delivered by Borrower to Titan Scan TechnologiesCorporation (“***Titan Scan***”) at theexpected system performance level in terms of power and utilization(in accordance with the Statement of Work issued to Borrower),which is for Guidant 3kW, 10 MeV, and for Wright 3kW, 5 MeV, 24hour per day, 7 days per week operation with 95%“up-time.” 

Billings by Borrower of the applicable Lender entity foractivity after December 31, 2002 on the demo PS500 unit in Dublin,California shall not exceed $200,000 to finish the unit ascurrently agreed under the applicable Statement of Work.  Thecurrent agreement between the parties is for the system tosubstantially operate at the same capability as the unit installedat Wright Medical, including automated material handling andelectron beam energy of 5MeV and power at 3kW.  However, ifdirected by Titan Scan through a Change Order signed by the ChiefFinancial Officer of Lender (or his designate in writing),additional work shall be billed accordingly.

There shall be no future billings by Borrower of the applicableLender entity for Non-Recurring Engineering (NRE) on the PS500 lineeffective January 1, 2003 unless new work is directed by Titan Scanthrough a Change Order signed by the Chief Financial Officer ofLender (or his designate in writing).

There shall be no future billings by Borrower of the applicableLender entity on the Baxter Cygnet and Baxter PI#1 systemseffective January 1, 2003.  The parties agree that thesesystems were complete as of such time.

Billings by Borrower of the applicable Lender entity to completethe production and installation of the Baxter PI#2 system shall notexceed $24,000 after January 1, 2003.  This amount isconsistent with the estimate for project completion provided byBorrower to Titan Scan in January 2003.

The current delivery schedules for all systems being produced byBorrower for Titan Scan shall not change as a result of thisAmendment and the Change Orders contained herein.

Borrower shall enter into a Two Year Service Contract withLender and/or Titan Scan to be agreed upon by the parties toprovide technical services to installed and fielded Titan Scanmedical sterilization systems.  If an agreement on a Two YearService Contract is not reached, Borrower shall provide technicalservices on a time and materials basis, the rate of which shall beBorrower labor costs, plus allocation of fringe, occupancy, anddirect overhead application, plus 20% margin.  The rates shallbe renewable annually.  

Except to the extentmodified by this Amendment and the Change Orders contained herein,all other terms of the Equipment Agreement and any Statements ofWork issued thereunder remain unchanged and in full force andeffect.

**Limitation of Amendment. ** Each of the amendments setforth in **Section 2** and **Section 3** above shall belimited precisely as written and shall not be deemed to (i) be anamendment to or waiver of any other term or condition of the CreditAgreement or any other Loan Document or the Equipment Agreement,(ii) prejudice any right or remedy which Lender may now have or mayhave in the future under or in connection with the Credit Agreementor any other Loan Document or the Equipment Agreement, or (iii) bea consent to any future amendment, waiver or modification of anyother term or condition of the Credit Agreement or any other LoanDocument or the Equipment Agreement. 

**Representations and Warranties.**  In order to induceLender to enter into this  Amendment, Borrower represents andwarrants to Lender as follows:

Borrower has the power and authority to execute and deliver thisAmendment and to perform its obligations under the Credit Agreementand the Equipment Agreement, each as amended by this Amendment, andeach of the other Loan Documents to which it is a party;

The execution and delivery by Borrower of this Amendment and theperformance by Borrower of its obligations under the CreditAgreement and the Equipment Agreement, each as amended by thisAmendment, and each of the other Loan Documents to which it is aparty have been duly authorized by all necessary action on the partof Borrower; 

This Amendment has been duly executed and delivered by Borrowerand is the binding obligation of the Borrower, enforceable againstit in accordance with its terms, except as such enforceability maybe limited by bankruptcy, insolvency, reorganization, liquidation,moratorium or other similar laws of general application andequitable principles relating to or affecting creditors’rights.

**SECTION6. ****Full Force and Effect; Reaffirmation**.Except to the extent expressly provided in this Amendment, theterms and conditions of the Credit Agreement and the EquipmentAgreement shall remain in full force and effect.  Borrowerhereby reaffirms its obligations under each of the Loan Documentsto which it is a party.

**SECTION 7.  Governing Law.**  This Amendment shall be governed byand shall be construed and enforced in accordance with the laws ofthe state of California.

**SECTION 8.Counterparts.** This Amendment may be executed in anynumber of counterparts, each of which when so delivered shall bedeemed an original, but all such counterparts taken together shallconstitute but one and the same instrument.

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**In WitnessWhereof**, the parties hereto have caused this Amendmentto be executed as of the date first written above.

| **Borrower** |                                                             | **SureBeam Corporation**, a Delaware corporation |
|--------------|-------------------------------------------------------------|--------------------------------------------------|
|              |                | /s/ DAVID RANE                                   |
|              |                                                             |
|              | DavidRane Senior Vice President and Chief Financial Officer |

****

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| **Lender** |                                                               | **The Titan Corporation**, a Delaware corporation |
|------------|---------------------------------------------------------------|---------------------------------------------------|
|            |                  | /s/ MARK W. SOPP                                  |
|            |                                                               |
|            | Mark W.Sopp Senior Vice President and Chief Financial Officer |

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