<Page>


                                                                   Exhibit 10.37


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


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SureBeam Corporation
March 29, 2002
Page 2


delivered shall be an original, but all of which shall together constitute one
and the 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


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                              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.
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                                    "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.

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                                    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.

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                                    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.

FINAL MATURITY:             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                   Loans under the Revolving Facility shall be prepaid
PREPAYMENT:                 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              Voluntary and mandatory prepayments shall be made,
PREPAYMENTS:                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             Usual for facilities and transactions of this type
AND WARRANTIES:             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        The Lender's proposal to make the Revolving Facility
TO BORROWING:               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                 Usual for facilities and transactions of this type
COVENANTS:                  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          The Credit Agreement will contain commercially
COVENANTS:                  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                All reasonable out-of-pocket costs of the Lender
INDEMNIFICATION:            (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               California
AND FORUM:

                                      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.