Titan Corp · 10-Q · For 6/30/97 · EX-10

Filed On 8/13/97   ·   SEC File 1-06035   ·   Accession Number 32258-97-9

Quarterly Report   ·   Form 10-Q
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        10-Q Form                                             15±    76K 
 2: EX-10       Amended and Restated Commercial Loan Agreement        80±   323K 
 3: EX-27       Financial Data Schedule                                1      9K 

EX-10   ·   Amended and Restated Commercial Loan Agreement
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EX-10
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AMENDED AND RESTATED                
COMMERCIAL LOAN AGREEMENT                 

This Amended and Restated Commercial Loan Agreement ("Agreement")               
is made as of May 15, 1997 by and among Imperial Bank, a California banking     
corporation ("Imperial"),  The Sumitomo Bank of California, a California        
banking corporation ("Sumitomo"), The Titan Corporation, a Delaware             
corporation ("Borrower"), and Sumitomo in its capacity as agent for             
Sumitomo and Imperial (the "Agent").  Imperial and Sumitomo are sometimes       
collectively referred to herein as the "Banks."                                 

RECITALS                    

A.     Borrower and Sumitomo entered into that certain Commercial               
Loan Agreement dated August 8, 1994 and subsequently amended pursuant to        
amendments dated May 25, 1995, December 29, 1995, May 9, 1996, September 6,     
1996, October 18, 1996 and March 26, 1997 (collectively, the "Existing          
Agreement").                                                                    

B.     Borrower, Sumitomo and Imperial are entering into this                   
Agreement in order to amend, restate, replace and supersede the Existing        
Agreement in its entirety.                                                      

NOW, THEREFORE, in consideration of the foregoing Recitals, and                 
for other good and valuable consideration, the receipt and sufficiency of       
which is hereby acknowledged, the parties hereby agree as follows:              

1.     REVOLVING LINE OF CREDIT, AMOUNT AND TERMS.                              

Banks agree to make available to Borrower the following line(s) of              
credit and/or credit accommodations on the following terms, covenants and       
conditions:                                                                     

1.1     Revolving Line of Credit Amount.                                        

(a)     Revolving Line of Credit.  During the Availability                      
Period, Banks will provide a line of credit (the "Revolving Line of             
Credit") to Borrower.  The maximum amount of the Revolving Line of Credit       
including the subline facility for letters of credit (the "Total                
Commitment") is Twenty-Four Million Dollars ($24,000,000).  Of the Total        
Commitment, Sumitomo's Commitment is Fourteen Million Dollars ($14,000,000)     
and Imperial's Commitment is Ten Million Dollars ($10,000,000).  Upon           
execution of this Agreement, the respective Commitments of the Banks shall      
be as set forth above.  Under no circumstances shall any Bank be obligated      
to advance more than its particular Commitment.  The respective Commitments     
of the Banks may be assigned pursuant to Section 9.1 hereof.  As used in        
this Agreement, "Pro Rata Share" means, as to any Bank at any time, the         
percentage equivalent (expressed as a decimal, rounded to the ninth decimal     
place) at such time of such Bank's Commitment divided by the Total              
Commitment of all Banks.  Sumitomo's initial Pro Rata Share is .583333333       
and Imperial's initial Pro Rata Share is .416666667.  Borrower's obligation     
to repay the Revolving Line of Credit is evidenced by two promissory notes      
(one in favor of Sumitomo and one in favor of Imperial) substantially in        
the forms of Exhibits A-1 and A-2 attached hereto (collectively, the            
"Revolving Line Notes").                                                        

(b)     Revolving Nature of Line of Credit.  During the                         
Availability Period, Borrower may repay principal amounts and reborrow them     
under the Revolving Line of Credit.                                             

(c)     Subline Facility for Letters of Credit.  The Revolving                  
Line of Credit includes a subline facility for letters of credit.  The          
subline facility for letters of credit  is not to exceed Five Million           
Dollars ($5,000,000).                                                           

(d)     Maximum Loan Balance.  Borrower agrees not to permit                    
the outstanding principal balance of the Revolving Line of Credit plus the      
outstanding amounts of any letters of credit under the subline facility,        
including amounts drawn on letters of credit and not yet reimbursed (such       
sum being referred to herein as the "Loan Balance"), to exceed the Total        
Commitment.                                                                     

(e)     Imperial to Make Payment.  Imperial acknowledges that                   
amounts have previously been drawn under the Revolving Line of Credit.          
Imperial shall pay to the Agent, immediately upon demand by the Agent, for      
payment to Sumitomo, an amount equal to Imperial's Pro Rata Share of the        
outstanding principal balance of all previous advances under the Revolving      
Line of Credit.                                                                 

1.2     Availability Period.  The period under which Borrower may               
draw on the Revolving Line of Credit ("Availability Period") is between the     
date of this Agreement and May 31, 1998 (the "Maturity Date"), unless           
Borrower is in default, in which event Banks need not make any advances.        

1.3     Interest Rates.                                                         

(a)     Interest Rate Absent Optional Interest Rate Election.                   
Unless Borrower elects an Optional Interest Rate as described below, the        
"Interest Rate" shall be Sumitomo's Prime Rate in effect from time to time.     

(b)     Definition of Prime Rate.  The "Prime Rate" equals the                  
rate of interest set from time to time by Sumitomo at its head office in        
San Francisco, California as its Prime Rate.  The Prime Rate is determined      
by Sumitomo as a means of pricing credit extensions to some customers and       
is neither tied to any external rate of interest or index nor is it             
necessarily the lowest rate of interest charged by Sumitomo at any given        
time for any particular class of customers or credit extensions.  Any           
changes in the interest rate resulting from a change in the Prime Rate          
shall take effect without notice on the date specified at the time the          
Prime Rate is set.                                                              

(c)     Optional Interest Rate.  Instead of the interest rate                   
based on Sumitomo's Prime Rate, Borrower may elect to have all or portions      
of the Revolving Line of Credit (during the Availability Period) bear           
interest at the Offshore Rate plus two percent (2.00%), as more fully           
described in Section 1.3(d) below (the "Optional Interest Rate"), during an     
interest period agreed to by Agent and Borrower.  Each interest rate is a       
rate per annum.  Interest will be paid on the last day of each interest         
period and, if the interest period is longer than 30 days, then on the          
first day of each month during the interest period.  At the end of any          
interest period, the interest rate will revert to the rate based on the         
Prime Rate, unless Borrower has designated another Optional Interest Rate       
for that portion.                                                               

(d)     Offshore Rate/Rate Plus Disclosed Spread.  Borrower may                 
elect to have all or portions of the principal balance of the Revolving         
Line of Credit (including, without limitation, amounts representing             
unreimbursed draws under the subline facility letters of credit) bear           
interest at the Offshore Rate plus two percent (2.00%).                         

Designation of an Offshore Rate portion is subject to the following             
requirements:                                                                   

(i)     The interest period during which the Offshore Rate                      
will be in effect will be 30 days, 60 days, 90 days or 180 days                 
as selected by Borrower (except that Borrower may select an                     
interest period of 14 days so long as the Offshore Rate portion                 
is at least $1,000,000).  The last day of the interest period                   
will be determined by Agent using the practices of the offshore                 
dollar inter-bank market.                                                       

(ii)     Each Offshore Rate portion will be for an amount                       
not less than two hundred fifty thousand dollars ($250,000)                     
(other than for an interest period of 14 days, in which event the               
amount may not be less than $1,000,000) and increments of fifty                 
thousand dollars above the minimum.                                             

(iii)     At any given time, Borrower may have no more                          
than five portions of the principal balance of the Revolving Line               
of Credit bearing interest based upon the Offshore Rate.                        

(iv)     The "Offshore Rate" means the interest rate                            
determined by the following formula, rounded upward to the                      
nearest 1/100 of one percent.  (All amounts in the calculation                  
will be determined by Agent as of the first day of the interest                 
period.)                                                                        

Offshore Rate  =        Eurodollar Rate                                         
---------------------------                 
(1.00 - Reserve Percentage)                 

Where,                                                                          

(A)     "Eurodollar Rate" means the interest rate                               
quoted by the Agent's International Department as the "LIBOR                    
rate" applicable for the interest period chosen by Borrower                     
and for borrowings in an amount equal to Sumitomo's Pro Rata                    
Share of the requested borrowing.                                               

(B)     "Reserve Percentage" means the total of the                             
maximum reserve percentages for determining the reserves to                     
be maintained by member banks of the Federal Reserve System                     
for Eurocurrency Liabilities, as defined in the Federal                         
Reserve Board Regulation D.  The percentage will be                             
expressed as a decimal, and will include, but not be limited                    
to, marginal, emergency, supplemental, special, and other                       
reserve percentages.                                                            

(v)     Borrower may not elect an Offshore Rate with                            
respect to any portion of the principal balance of the Revolving                
Line of Credit which is scheduled to be repaid before the last                  
day of the applicable interest period.                                          

(vi)     No portion of the principal balance of the                             
Revolving Line of Credit already bearing interest at the Offshore               
Rate may be converted to a different rate during its interest                   
period.                                                                         

(vii)     Each prepayment of an Offshore Rate portion,                          
whether voluntary, by reason of acceleration or otherwise, will                 
be accompanied by the amount of accrued interest on the amount                  
prepaid, and a prepayment fee equal to the amount (if any) by                   
which:                                                                          

(A)     the additional interest which would have been                           
payable on the amount prepaid had it not been paid until the                    
last day of the interest period, exceeds                                        

(B)     the interest which would have been                                      
recoverable by Banks by placing the amount prepaid on                           
deposit in the offshore dollar market for a period starting                     
on the date on which it was prepaid and ending on the last                      
day of the interest period for such portion.                                    

(C)     Agent will have no obligation to accept an                              
election of an Offshore Rate portion if any of the following                    
described events has occurred and is continuing:                                

(x) Dollar deposits in the principal amount,                                    
and for periods equal to the interest period, of an                             
Offshore Rate portion are not available in the offshore                         
Dollar interbank market; or                                                     

(y)     the Offshore Rate does not accurately                                   
reflect the cost of an Offshore Rate portion.                                   

1.4     Repayment Terms/Revolving Line of Credit.                               

(a)     Except as otherwise provided in Section 1.3(c) hereof,                  
Borrower will pay in arrears on the first day of each calendar month all        
interest accrued on amounts outstanding under the Revolving Line of Credit      
(including, without limitation, all unreimbursed amounts drawn under            
letters of credit) during the immediately preceding calendar month.             

(b)     Except as otherwise provided in Section 1.5(f) hereof                   
with respect to letters of credit having terms extending beyond the             
Maturity Date, Borrower will repay in full all principal, interest and          
other charges outstanding under the Revolving Line of Credit no later than      
the Maturity Date.                                                              

(c)     Any amount bearing interest at an Optional Interest                     
Rate may be repaid at the end of the applicable interest period.                

(d)     Subject to provisions contained elsewhere herein,                       
Borrower may prepay the Revolving Line of Credit in full or in part at any      
time.  The prepayment will be applied first to interest and charges and         
then to the principal outstanding under the Revolving Line of Credit.           

(e)     All payments of principal, interest, fees or other                      
amounts to be made by Borrower under this Agreement shall be made to Agent      
at its office located at 611 West Sixth Street, Los Angeles, California, or     
at such other place as Agent may designate by written notice to Borrower        
and Banks (herein, the "Agent's Office").                                       

1.5     Letter of Credit Subline Facility.  The Revolving Line of               
Credit may be used for financing:  (i) commercial letters of credit (which      
will require drafts payable at sight), or (ii) standby letters of credit,       
in either case with maturities not to extend more than 365 days beyond the      
Maturity Date.  Each commercial letter of credit will be issued by Sumitomo     
pursuant to a completed request for letter of credit in the form of Exhibit     
D hereto (each a "Request for Letter of Credit") delivered by Borrower to       
the Agent.                                                                      

(a)     Each Request for Letter of Credit shall be submitted to                 
the Agent not later than 11:00 a.m., Los Angeles time, at least two (2)         
Banking Days prior to the date upon which the requested letter of credit is     
to be issued.  Upon issuance of a letter of credit, the Agent promptly          
shall notify the Banks of the amount and terms thereof.                         

(b)     Upon the issuance of a letter of credit, each Bank                      
shall be deemed to have purchased a participation therein from Sumitomo in      
an amount equal to that Bank's Pro Rata Share of the face amount of the         
letter of credit.  Without limiting the scope and nature of each Bank's         
participation in any letter of credit, to the extent that Sumitomo has not      
been reimbursed by Borrower for any payment required to be made by Sumitomo     
under any letter of credit, each Bank shall, according to its Pro Rata          
Share, reimburse Sumitomo immediately upon demand for the amount of such        
payment.  The obligation of each Bank to so reimburse Sumitomo shall be         
absolute and unconditional and shall not be affected by the occurrence of       
any Event of Default or any other occurrence or event.  Any such                
reimbursement shall not relieve or otherwise impair the obligation of           
Borrower to reimburse Sumitomo for the amount of any payment made by            
Sumitomo under any letter of credit together with interest in accordance        
with this Agreement.                                                            

(c)     The amount of outstanding letters of credit, including                  
amounts drawn on letters of credit and not yet reimbursed, may not exceed       
at any one time Five Million Dollars ($5,000,000) in the aggregate.             

(d)     Standby letters of credit issued in favor of                            
governmental agencies in lieu of worker's compensation insurance premiums       
shall not exceed Two Hundred Thousand Dollars ($200,000) in the aggregate       
outstanding at any one time.                                                    

(e)     Any sum drawn under a letter of credit shall be added                   
to the principal amount outstanding under this Agreement.  The amount will      
bear interest and be due and payable by Borrower in the same manner as          
other advances under the Revolving Line of Credit, except as provided in        
Section 1.5(f), below.                                                          

(f)     In the event any subline facility letters of credit are                 
outstanding on the Maturity Date, or if an Event of Default occurs,             
Borrower shall immediately prepay all outstanding letters of credit and         
deposit with Agent on the Maturity Date, as cash collateral for the             
reimbursement obligations of Borrower with respect to such letters of           
credit (and Borrower hereby grants to Agent, for the ratable benefit of         
Banks, a security interest in such cash collateral), an amount equal to the     
entire face amount of all outstanding letters of credit, to be applied to       
repay draws under letters of credit as and when made.                           

(g)     The issuance of any letter of credit or any amendment                   
to a letter of credit is subject to Agent's written approval and must be in     
form and content reasonably satisfactory to Agent and in favor of a             
beneficiary reasonably acceptable to Agent.                                     

(h)     Borrower will sign Sumitomo's form Application and                      
Security Agreement for Commercial Letter of Credit or Application and           
Agreement for Standby Letter of Credit, as applicable.                          

(i)     Borrower agrees that Agent may automatically charge its                 
checking account for applicable fees, discounts, and other charges relating     
to any letters of credit.                                                       

(j)     Borrower will pay to Agent, for the ratable benefit of                  
Banks, a non-refundable fee equal to 1.5% per annum (times the full term of     
the letter of credit) of the face amount of each standby letter of credit       
issued hereunder, payable fully in advance at the time of issuance and on       
each renewal date (if any).  Borrower will pay to Agent, for the ratable        
benefit of Banks, Sumitomo's standard fees in effect from time to time, as      
determined by Sumitomo, for commercial letters of credit issued under this      
Agreement.                                                                      

(k)     Borrower will pay to Agent, for the ratable benefit of                  
Banks, any issuance and/or other fees that Agent notifies Borrower will be      
charged for issuing and processing letters of credit for Borrower.              

2..     FEES, EXPENSES AND DEPOSITS.                                            

2.1     Fees.                                                                   

(a)     Commitment Fee.  Borrower agrees to pay a Sixty                         
Thousand Dollar ($60,000) commitment fee to Agent, for the ratable benefit      
of Banks, upon execution of this Agreement.                                     

(b)     Unused Commitment Fee.  Borrower agrees to pay to                       
Agent, for the ratable benefit of Banks, a fee on any difference between        
the Total Commitment and the amount of credit Borrower actually uses,           
determined by the weighted average Loan Balance maintained during the           
specified period.  This fee will be calculated at three eighths of one          
percent (.375%) per year, and is due monthly in arrears.  For purposes of       
calculating the foregoing fee, the entire face amount of all issued and         
outstanding letters of credit shall be counted as credit being "actually        
used."                                                                          

2.2     Expenses.                                                               

(a)     Borrower agrees to repay Agent, immediately upon demand                 
by Agent, for Agent's reasonable expenses incurred in connection with this      
Agreement, which may include, without limitation, filing, recording and         
search fees and documentation fees.                                             

(b)     Borrower agrees to reimburse Agent, immediately upon                    
demand by Agent, for any expenses incurred by Agent in the negotiation and      
preparation of this Agreement and any agreement or instrument required by       
this Agreement.  Expenses include, but are not limited to, reasonable           
attorneys' fees and disbursements, including the fees and disbursements of      
outside counsel and any allocated costs of Agent's in-house counsel.            

3..     DISBURSEMENTS, PAYMENTS AND COSTS.                            

3.1     Requests for Credit.  As used herein, any extension of                  
credit which bears interest based upon the Prime Rate is referred to as a       
"Prime Rate Credit" and any extension of credit which bears interest based      
upon the Offshore Rate is referred to as an "Offshore Rate Credit".             
Borrower shall make each request for an extension of credit under the           
Revolving Line of Credit (other than requests for issuance of letters of        
credit under the subline facility) by delivering to Agent an irrevocable        
written request in the form of Exhibit "B", appropriately completed (a          
"Request for Credit"), which specifies, among other things:                     

(i)     The principal amount of the requested extension of                      
credit;                                                                         
(ii)     Whether the requested extension of credit will                         
initially be a Prime Rate Credit or an Offshore Rate Credit;                    

(iii)     If the requested extension of credit is to                            
initially be an Offshore Rate Credit, the interest period                       
selected by Borrower for such extension of credit in accordance                 
with Section 1.3(d)(i); and                                                     

(iv)     The date of the requested extension of credit,                         
which shall be a Banking Day.                                                   

Borrower shall deliver to Agent, at the Agent's Office, a properly              
completed Request for Credit (i) at least three (3) Banking Days before the     
date of the requested extension of credit in case of an Offshore Rate           
Credit, and (ii) not later than 11:00 a.m., Los Angeles time, on the date       
of the requested extension of credit in the case of a Prime Rate Credit.        
The Agent may, in its sole and absolute discretion, permit any request for      
extension of credit to be made by telephone, in which case Borrower shall       
confirm the same by mailing or faxing a written Request for Credit to the       
Agent within 48 hours following the telephonic request.  If Borrower fails      
to deliver to the Agent a written Request for Credit, Borrower hereby           
waives the right to dispute the amount, interest rate or term of any            
extension of credit made pursuant to Borrower's telephonic request.             
Promptly following receipt of a Request for Credit, the Agent shall notify      
each Bank by telephone, telecopier or Telex of the date and amount of the       
requested credit, the applicable interest period (in the case of an             
Offshore Rate Credit), and that Bank's Pro Rata Share of the requested          
credit.  Not later than 1:00 p.m., Los Angeles time, on the date specified      
for any extension of credit, each Bank shall make its Pro Rata Share of the     
requested credit in immediately available funds available to the Agent at       
the Agent's Office.                                                             

3.2     Conversion of Interest Rate on Extensions of Credit.                    
Borrower may convert outstanding Prime Rate Credits into Offshore Rate          
Credits, or existing Offshore Rate Credits into other Offshore Rate             
Credits, in accordance with this Section 3.2.  Borrower shall request any       
such conversion by delivering to Agent an irrevocable written request in        
the form of Exhibit "C", appropriately completed (a "Request for                
Conversion").  Each Request for Conversion shall specify, among other           
things:                                                                         

(i)     The total dollar amount of Prime Rate Credits                           
which are to be converted to an Offshore Rate Credit;                           

(ii)     The total dollar amount and interest period                            
expiration dates of any existing Offshore Rate Credits which are                
to be converted to other Offshore Rate Credits;                                 

(iii)     The interest period selected by Borrower for any newly converted      
Offshore Rate Credits in accordance with Section 1.3(d)(i); and                 

(iv)     The date of the requested conversion, which shall                      
be a Banking Day.                                                               

Borrower shall deliver to Agent, at the Agent's office, a properly              
completed Request for Conversion not later than 11:00 a.m., Los Angeles         
time, at least two (2) Banking Days prior to the first day of the               
applicable interest period as set forth in the Request for Conversion.  The     
Agent may, in its sole and absolute discretion, permit a Request for            
Conversion to be made by telephone, in which case Borrower shall confirm        
the same by mailing or faxing a written Request for Conversion to the Agent     
within 48 hours following the telephonic request.  If Borrower fails to         
make a written Request for Conversion, Borrower hereby waives the right to      
dispute the amount, interest rate or term of any such Offshore Rate Credit.     
Unless Borrower has timely delivered to Agent a Request for Conversion in     
accordance with this Section 3.2 with respect to any existing Offshore Rate     
Credit, such Offshore Rate Credit shall automatically become a Prime Rate       
Credit on the day immediately following the last day of the applicable          
interest period for such Offshore Rate Credit.  With respect to any             
conversion pursuant to this Section 3.2, at or about 1:00 p.m., Los Angeles     
time, two (2) Banking Days before the first day of the requested interest       
period, the Agent shall determine the applicable Offshore Rate (which           
determination shall be conclusive in the absence of manifest error) and         
promptly shall give notice of the same to Borrower and the Banks by             
telephone, telecopier or Telex.  Upon fulfillment of the conditions set         
forth in this Section 3.2, the conversion shall become effective on the         
first day of the requested interest period.                                     

3.3     Agent's Right to Assume Funds Available for Extensions of               
Credit.  Unless the Agent shall have been notified by any Bank at least two     
hours prior to the funding by the Agent of any extension of credit that         
such Bank does not intend to make available to the Agent such Bank's Pro        
Rata Share of the total amount of such extension of credit, the Agent may       
assume that such Bank has made such amount available to the Agent on the        
date of the extension of credit and the Agent may, in reliance upon such        
assumption, make available to Borrower a corresponding amount.  If such         
corresponding amount is not in fact made available to the Agent by such         
Bank, the Agent shall be entitled to recover such corresponding amount on       
demand from such Bank, which demand shall be made in a reasonably prompt        
manner.  If such Bank does not pay such corresponding amount immediately        
upon the Agent's demand therefor, the Agent promptly shall notify Borrower      
and Borrower shall pay such corresponding amount to the Agent within            
five (5) Banking Days after demand.  In the event no Event of Default has       
occurred and is continuing and a Bank does not fund its Pro Rata Share of       
an extension of credit, the other Banks shall increase the amount of their      
funding to cover the Request for Credit, provided that such increased           
funding does not cause any Bank's Pro Rata Share of the Total Commitment to     
be exceeded.  The Agent also shall be entitled to recover from such Bank or     
Borrower, as the case may be, interest on such corresponding amount for         
each day from the date such corresponding amount was made available by the      
Agent to Borrower to the date such corresponding amount is recovered by the     
Agent, at a rate per annum equal to the Interest Rate or the Offshore Rate,     
depending upon whether the extension of credit is a Prime Rate Credit or an     
Offshore Rate Credit.  Nothing herein shall be deemed to relieve any Bank       
from its obligation to fulfill its Pro Rata Share of the Total Commitment       
or to prejudice any rights which the Agent and/or Borrower may have against     
any Bank as a result of any default by such Bank hereunder.                     

3.4     Payments by Borrower.  Each payment by Borrower will be:                

(a)     made at Agent's Office (or such other location as may                   
be selected by Agent from time to time by written notice to Borrower),          

(b)     made for the account of Agent's Office or such other                    
office as may be selected by Agent from time to time,                           

(c)     made in immediately available funds, or such other type                 
of funds reasonably selected by Agent, and                                      

(d)     evidenced by records kept by Agent.                                     

3.5     Telephone Authorization.                                                

(a)     Subject to Section 1.5, Section 3.1 or Section 3.2, as                  
applicable, Agent may, in its sole and absolute discretion, honor               
telephonic requests for extensions of credit, requests for conversion and       
requests for issuance of subline facility letters of credit made by any         
officer of Borrower or by any person or persons so authorized by any            
authorized officer of Borrower, promptly followed up with a completed           
Request for Letter of Credit as provided in Section 1.5, a completed            
Request for Credit as provided in Section 3.1 or a completed Request for        
Conversion as provided in Section 3.2, as applicable.                           

(b)     Proceeds of extensions of credit will be deposited in,                  
and repayments will be withdrawn from, Borrower's account                       
number 058-15052570, or such other account with Agent as may be designated      
in writing by Borrower.                                                         

(c)     Agent will provide written confirmation to Borrower and                 
Banks of transactions made based on telephone instructions.  Borrower           
agrees to notify Agent promptly of any discrepancy between the written          
confirmation and telephone instructions.  If there is a discrepancy and         
Agent has already acted on the telephone instructions, the telephone            
instructions will prevail over the written confirmation.                        

(d)     Borrower and Banks indemnify and hold harmless Agent                    
(including its officers, employees, and agents) from all liability, loss,       
and costs in connection with any act resulting from telephone instructions      
it reasonably believes are made by an officer of Borrower or a person           
authorized by an officer of Borrower.  This indemnity and agreement to hold     
harmless will survive this Agreement's termination.                             

3.6     Direct Debit.                                       

(a)     Borrower agrees that interest and any fees will be                      
deducted automatically on the due date from Borrower's checking account         
number 058-15052570 with Agent.                                                 

(b)     Agent will also debit Borrower's account on the dates                   
any principal payments become due hereunder.  If a due date for any payment     
does not fall on a Banking Day, Agent will debit the account on the first       
Banking Day following the due date.                                             

(c)     Borrower will maintain sufficient funds in the                          
referenced account on the dates Agent enters debits authorized by this          
Agreement in order to cover all such debits by Agent.  If there are             
insufficient funds in the account on the date Agent enters any debit            
authorized by this Agreement, Borrower shall immediately pay such shortfall     
to Agent.                                                                       

3.7     Banking Days.  Unless otherwise provided in this Agreement,             
a "Banking Day" is a day other than a Saturday or a Sunday on which Agent       
is open for business in California.  For Offshore Rate Credits (if any), a      
Banking Day is a day other than a Saturday or a Sunday on which Agent is        
open for business in California and dealing in offshore dollars. All            
payments and disbursements which would be due on a day which is not a           
Banking Day will be due on the next Banking Day.  All payments received on      
a day which is not a Banking Day will be applied to the applicable Line of      
Credit on the next Banking Day.                                                 

3.8     Taxes.  Borrower will not deduct any taxes from any payments            
made to Agent or Banks hereunder.  If any government authority imposes any      
taxes or charges on any payments made by Borrower, Borrower will pay the        
taxes or charges.  Upon request by Agent, Borrower will confirm that it has     
paid the taxes by giving Agent official tax receipts (or notarized copies)      
within 30 days after the due date.                                              

3.9     Additional Costs.  Borrower will pay Agent, on demand by                
Agent, for Banks' costs or losses relating to this Agreement arising from       
any statute or regulation, or any request or requirement of a regulatory        
agency which is applicable to Banks.  The costs and losses will be              
allocated to the Revolving Line of Credit in a manner determined by Agent,      
using any reasonable method.  The costs include the following:                  

(a)     any reserve or deposit requirements; and                                

(b)     any capital requirements relating to any Bank's assets                  
and commitments for credit.                                                     

3.10     Interest Calculation.  Except as otherwise stated in this              
Agreement, all interest and fees, if any, will be computed on the basis of      
a 360-day year and the actual number of days elapsed.  This results in more     
interest or a higher fee than if a 365-day year is used.                        

3.11     Interest on Late Payments.  At Agent's sole option in each             
instance, any amount not paid when due under this Agreement (including          
interest) shall bear interest from the due date at Sumitomo's Prime Rate        
plus two and one-half percent (2.50%).  This may result in compounding of       
interest.                                                                       

3.12     Default Rate.  Upon the occurrence and during the                      
continuance of any Event of Default, at Agent's sole option Borrower shall      
pay interest on the outstanding principal of the Revolving Line of Credit       
at the rate of interest otherwise provided under this Agreement plus            
two and one-half percent (2.50%) (the "Default Rate").  This will not           
constitute a waiver of any Event of Default.                                    

3.13     Overdrafts.  Subject to the other terms and conditions of              
this Agreement, Agent may, in its sole and absolute discretion, make            
advances under the Revolving Line of Credit to prevent or cover an              
overdraft on any account of Borrower with Sumitomo.  Each such advance will     
accrue interest from the date of the advance or the date on which the           
account is overdrawn, whichever occurs first, in accordance with this           
Agreement.  Each Bank agrees to fund any such advance (and Borrower agrees      
to repay any such advance) at the same times and in the same manner as          
required for any other advances under the Revolving Line of Credit pursuant     
to this Agreement.                                                              

3.14     Overadvances.  If at any time the principal outstanding                
balance of the Revolving Line of Credit (including the undrawn amounts, and     
drawn and unpaid amounts, of all outstanding subline facility letters of        
credit) exceeds the Total Commitment, at Agent's option, that amount shall      
be immediately due and payable by Borrower on demand.                           

4.     CONDITIONS.                                                    

4.1     Initial Extension of Credit.  Agent must have received the              
following items, in form and content reasonably acceptable to Agent, before     
Banks are required to extend any credit to Borrower under this Agreement:       

(a)     Authorizations.  Evidence that the execution, delivery                  
and performance by Borrower of this Agreement and any instrument or             
agreement required under this Agreement have been duly authorized.              

(b)     Revolving Line Notes.  The fully executed Revolving                     
Line Notes.                                                                     

(c)     Insurance.  Evidence of the insurance coverage required                 
by Section 6.22 of this Agreement.                                              

(d)     Legal Opinion.  A written opinion from Borrower's legal                 
counsel in favor of Agent and Banks, covering such matters as Agent may         
require.  The legal counsel and the terms of the opinion must be reasonably     
acceptable to Agent.                                                            

(e)     Good Standing.  Certificates of good standing (i) for                   
Borrower from its state of incorporation and from California and Virginia,      
and (ii) for such Guarantors (as defined in Section 4.1(f)) as Agent may        
require, from their respective states of incorporation.                         

(f)     Ancillary Documents.  Fully executed originals of  this                 
Agreement and the following additional documents (collectively, the             
"Ancillary Documents"):  (i) the Revolving Line Notes, (ii) a continuing        
guaranty (the "Guaranty") executed by such wholly-owned subsidiaries of         
Borrower (each a "Guarantor") as Agent may require, (iii) the Security          
Documents (as defined in Section 7.3 below, and (iv) such additional            
documents as the Agent may reasonably require.                                  

(g)     Commitment Fee.  Agent shall have received payment by                   
Borrower of the $60,000 commitment fee pursuant to Section 2.1(a).              

(h)     Agent's Legal Fees and Costs.  Agent shall have                         
received payment by Borrower of Agent's legal fees and costs pursuant to        
Section 2.2(b).                                                                 

(i)     Crestar Demand and Release Documents.  Agent shall have                 
received (i) an irrevocable written demand from Crestar setting forth the       
amount required to pay the existing Crestar debt in full, and (ii) UCC-2        
termination statements (or evidence satisfactory to the Banks that such         
termination statements are forth-coming) executed by Crestar and such other     
release documents as the Banks may require to release all liens in favor of     
Crestar and any other lender (except the Banks) with respect to all             
property covered by the Security Documents.                                     

4.2     Conditions to Each Extension of Credit.  Before each                    
extension of credit, including the first:                                       

(a)     The representations and warranties of Borrower                          
hereunder must be true and correct.                                             

(b)     Any other items that Agent reasonably requires must be                  
delivered to Agent.                                                             

5.     REPRESENTATIONS AND WARRANTIES.                                

When Borrower signs this Agreement, and until Banks are repaid in               
full, Borrower makes the following representations and warranties.  Each        
Request for Credit, Request for Conversion and Request for Letter of Credit     
executed by Borrower shall constitute a renewed representation and warranty     
by Borrower.                                                                    

5.1     Organization of Borrower.  Borrower is a corporation duly               
formed and existing under the laws of the State of Delaware.                    

5.2     Authorization.  This Agreement, those Ancillary Documents to            
which Borrower is a party and any other instrument or agreement required to     
be executed by Borrower hereunder or thereunder, are within Borrower's          
powers, have been duly authorized, and do not conflict with any of              
Borrower's organizational papers.                                               

5.3     Enforceable Agreement.  This Agreement and those Ancillary              
Documents to which Borrower is a party are legal, valid and binding             
agreements of Borrower, enforceable against Borrower in accordance with         
their terms, and any instrument or agreement required hereunder or              
thereunder, when executed and delivered, will be similarly legal, valid,        
binding and enforceable.                                                        

5.4     Good Standing.  In each state in which Borrower does                    
business, it is properly licensed, in good standing, and, where required,       
in compliance with fictitious name statutes.                                    

5.5     No Conflicts.  This Agreement does not conflict with any                
law, agreement, or obligation by which Borrower is bound.                       

5.6     Financial Information.  To the best of Borrower's knowledge             
and belief, all financial statements, information and other data which may      
have been or which may be hereafter submitted by the Borrower to Agent or       
any Bank accurately reflect and have been or will be prepared in accordance     
with generally accepted accounting principles consistently applied and          
accurately represent the financial condition, or, as applicable, the other      
information disclosed therein.                                                  

To the best of Borrower's knowledge and belief, since the date of               
Borrower's December 31, 1996 financial statements, there has been no            
material adverse change in the assets, operations, business prospects or        
financial condition of Borrower.                                                

5.7     Lawsuits.  Except as have been disclosed to the Banks in                
writing, there are no actions, suits, or proceedings  pending or, to the        
knowledge of the Borrower, threatened against or affecting the Borrower or      
the Borrower's properties before any court or administrative agency which,      
if determined adversely to the Borrower, would have a material adverse          
effect on the Borrower's financial condition or operations.                     

5.8     Permits, Franchises.  Borrower possesses all permits,                   
memberships, franchises, contracts and licenses required and all trademark      
rights, trade name rights, patent rights and fictitious name rights             
necessary to enable it to conduct the business in which it is now engaged       
and where the absence of which would cause a material adverse effect on the     
Borrower's financial condition or operations.                                   

5.9     Other Obligations.  Borrower is not in default on any                   
obligation for borrowed money, any purchase money obligation or any other       
material lease, commitment, contract, instrument or obligation, except as       
have been disclosed in writing to Banks prior to the date hereof.               

5.10     Income Tax Returns.  Borrower has filed all required tax               
returns and has no knowledge of any material pending assessments or             
adjustments of its income tax for any year.                                     

5.11     No Event of Default.  No event has occurred which is, or               
with notice or lapse of time or both would be, an Event of Default under        
this Agreement or any of the Ancillary Documents.                               

5.12     ERISA Plans.                                                           

(a)     Borrower has fulfilled its obligations, if any, under                   
the minimum funding standards of ERISA and the Code with respect to each        
Plan and is in compliance in all material respects with the presently           
applicable provisions of ERISA and the Code, and has not incurred any           
liability with respect to any Plan under Title IV of ERISA.                     
(b)     No reportable event has occurred under Section 4043(b)                  
of ERISA for which the PBGC requires 30 day notice.                             

(c)     As of the date of this Agreement, no action by Borrower                 
to terminate or withdraw from any Plan has been taken and no notice of          
intent to terminate a Plan has been filed under Section 4041 of ERISA.          

(d)     No proceeding has been commenced with respect to a Plan                 
under Section 4042 of ERISA, and no event has occurred or condition exists      
which might constitute grounds for the commencement of such a proceeding.       

(e)     The following terms have the meanings indicated for                     
purposes of this Agreement:                                                     

(i)     "Code" means the Internal Revenue Code of 1986, as                      
amended from time to time.                                                      

(ii)     "ERISA" means the Employee Retirement Income Act                       
of 1974, as amended from time to time.                                          

(iii)     "PBGC" means the Pension Benefit Guaranty                             
Corporation established pursuant to Subtitle A of Title IV of                   
ERISA.                                                                          

(iv)     "Plan" means any employee pension benefit plan                         
maintained or contributed to by Borrower and insured by the                     
Pension Benefit Guaranty Corporation under Title IV of ERISA.                   

6..     COVENANTS.                                                              

Borrower agrees, so long as credit is available under this                      
Agreement and until Banks are repaid in full:                                   

6.1     Use of Proceeds.  To use the proceeds of the Revolving Line             
of Credit only for working capital, letters of credit and other general         
corporate purposes in the ordinary course of Borrower's business.               

6.2     Financial Information.  To provide directly to each Bank the            
following financial information and statements and such additional              
information as may be reasonably requested by Agent or any Bank from time       
to time:                                                                        

(a)     Within 100 days after Borrower's fiscal year end, a                     
copy of Borrower's annual audited financial report and Securities and           
Exchange Commission Form 10K Report, all opined to without either a "going      
concern" qualification or an "adverse" qualification, along with a              
compliance certificate in a form satisfactory to Agent.                         

(b)     Within 55 days of each fiscal quarter end, a copy of                    
Borrower's Securities and Exchange Commission Form 10Q Report, along with a     
compliance certificate in a form satisfactory to Agent.                         

(c)     Within 15 days after Borrower's receipt thereof, an                     
annual CPA management letter.                                                   

(d)     Copies of Borrower's Form 10-K Annual Report, Form 10-Q                 
Quarterly Report and any Form 8-K Report within 10 days after the date of       
filing with the Securities and Exchange Commission.                             

(e)     Borrower will submit annual projections, prepared by                    
quarter, for each new fiscal year within 30 days of the end of the old          
fiscal year.  Such projections will detail management's best estimate of        
revenues, expenses and balance sheet categories and will be presented in        
the customary form of Balance Sheet, Income Statement and Cash Flow             
Statement.                                                                      

6.3     Quick Assets.  To maintain on a consolidated basis as of the            
last day of each quarter, a ratio of Quick Assets to current liabilities of     
at least 1.15:1.00.  As used herein, "Quick Assets" means cash, short-term      
cash investments, net trade receivables and marketable securities not           
classified as long-term investments.                                            

6.4     Net Worth.  To maintain on a consolidated basis as of the               
last day of each calendar quarter, a Net Worth in an amount at least equal      
to Seventy-Nine Million Dollars ($79,000,000).  As used herein, "Net Worth"     
means the gross book value of Borrower's assets plus the Subordinated Debt      
less total liabilities including, without limitation, accrued and deferred      
income taxes, and any reserves against assets.  As used in this Agreement,      
the "Subordinated Debt" means Borrower's 8 1/4% convertible subordinated        
debentures due November 1, 2003, subordinated to Banks in a manner              
acceptable to Agent.                                                            

6.5     Total Liabilities to Tangible Net Worth.  To maintain on a              
consolidated basis as of the last day of each quarter, a ratio of Total         
Liabilities to Tangible Net Worth not exceeding 1.15:1.00.  As used herein,     
(i) "Total Liabilities" means the sum of current liabilities plus long term     
liabilities, excluding the Subordinated Debt, and (ii) "Tangible Net Worth"     
means book net worth minus intangible assets (such as goodwill, patents,        
trademarks, trade names, organization expense, treasury stock, unamortized      
debt discount and expense, deferred research and development costs,             
capitalized software costs, license fees, deferred marketing expenses, and      
other like intangibles, and monies due from affiliates, officers, directors     
or shareholders of Borrower) plus the Subordinated Debt.  Deferred income       
taxes shall not be deemed intangible assets.                                    

6.6     Profitability.  To maintain on a consolidated basis a                   
positive net income before taxes and extraordinary items and a positive net     
income after taxes and extraordinary items on an annual basis and not to        
experience two consecutive quarterly losses in aggregate of greater than        
Five Hundred Thousand Dollars ($500,000), beginning with the fiscal quarter     
ending March 31, 1997.                                                          

6.7     Interest Coverage Ratio.  To maintain on a consolidated                 
basis for the two quarters ending March 31, 1997, a minimum Interest            
Coverage Ratio of 1.00:1.00, for the three quarters ending June 30, 1997, a     
minimum Interest Coverage Ratio of 1.15:1.00, and for the four quarters         
ending September 30, 1997, a minimum Interest Coverage Ratio of 1.25:1.00.      
As used herein, "Interest Coverage Ratio" means, for any period, the ratio    
of all EBIT to interest expenses.  "EBIT" is defined as the sum of net          
income (or net loss), plus income tax provision, plus gross interest            
expense, minus extraordinary income/gains, plus extraordinary non-cash          
expenses/losses, minus gains (or plus losses) on sales/dispositions of          
fixed assets.                                                                   

6.8     Fixed Charge Coverage Ratio.  To maintain on a rolling four-            
quarter basis starting with fiscal year end December 31, 1997, a Fixed          
Charge Ratio of at least 1.15:1.00.  As used herein, (i) "Fixed Charge          
Coverage Ratio" for any period means the sum of EBITDA, less capital            
expenditures (net of purchase money financing), less cash taxes payable,        
less cash dividends payable, less cash stock repurchases divided by the sum     
of interest expense for that period, plus scheduled payments under all          
indebtedness including capital leases for that period, and (ii) "EBITDA" is     
defined as the sum of net income (or net loss), plus income tax provision,      
plus gross interest expense, plus depreciation, plus non-cash amortization,     
minus extraordinary income/gains, plus extraordinary non-cash                   
expenses/losses, minus gains (or plus losses) on sales/dispositions of          
fixed assets.                                                                   

6.9     Other Debts.  Not to have outstanding or incur (or for any              
of Borrower's wholly-owned subsidiaries to have outstanding or incur) any       
direct or contingent debts or lease obligations (other than existing debts      
and credit facilities with Sumitomo), or become liable (or for any              
wholly-owned subsidiary of Borrower to become liable) for the debts of          
others without Agent's written consent.  This does not prohibit:                

(a)     Acquiring goods, supplies, merchandise, services, or                    
other payables on normal trade credit.                                          

(b)     Endorsing negotiable instruments received in the usual                  
course of business.                                                             
(c)     Obtaining surety bonds in the usual course of business.                 

(d)     Debt and lease obligations reflected in the                             
December 31, 1996 fiscal year end financial statement of Borrower submitted     
to Agent.                                                                       

(e)     Other debts and lease obligations, not to exceed                        
$5,000,000 in the aggregate outstanding at any time.                            

6.10     Other Liens.  Not to create, assume, or allow any security             
interest or lien (including judicial liens) on property Borrower (or any        
wholly-owned subsidiary of Borrower) now or later owns, except:                 

(a)     Liens or security interests in favor of Sumitomo.                       

(b)     Liens for taxes not yet due.                                            

(c)     Liens disclosed in the December 31, 1996 fiscal year                    
end financial statement of Borrower submitted to Agent.                         

          (d)     Additional purchase money security interests in real
property or in personal property (including equipment and equipment leases)     
that do not exceed, in the aggregate, $5,000,000 at any time.                   

6.11     Capital Expenditures.  Not to spend or incur obligations               
(including the total amount of any capital leases) for more than Seven          
Million Dollars ($7,000,000) in any fiscal year.                                

6.12     Dividends/Distributions.  Not to declare or pay any cash               
dividends or cash distributions on any of its shares of capital stock,          
except up to $875,000 (in the aggregate) in a specific fiscal year on its       
preferred stock.                                                                

6.13     Loans to Officers.  Not to make any loans, advances, stock             
purchases, capital contributions or other extensions of credit to any of        
Borrower's executives, officers, directors, shareholders or employees (or       
any relatives of any of the foregoing) in excess of $75,000 to one              
individual or $250,000 in total in any fiscal year (other than those            
reflected in Borrower's December 31, 1996 fiscal year end financial             
statements).                                                                    

6.14     Acquisitions of Businesses or Assets.  Not to, without the             
prior written consent of all Banks (which consent shall not be unreasonably     
withheld), acquire or purchase a business or its assets for a                   
consideration, including assumption of debt, in excess of One Million           
Dollars ($1,000,000).                                                           

6.15     Notices to Agent.  To promptly notify Agent in writing of:             

(a)     any lawsuit with aggregate claims over Five Hundred                     
Thousand Dollars ($500,000) filed against Borrower; and all lawsuits filed      
against Borrower which in the aggregate involve claims totaling $3,000,000      
or more.                                                                        

(b)     any substantial dispute between Borrower and any                        
government authority;                                                           

(c)     any failure to comply with this Agreement;                              

(d)     any material adverse change in Borrower's business                      
prospects, financial condition or operations;                                   

(e)     any change in Borrower's name, address, or legal                        
structure; and                                                                  

(f)     the occurrence of any Event of Default.                                 

6.16     Books and Records.  To maintain adequate books and records.            

6.17     Audits.  To allow Agent and its agents to inspect Borrower's           
properties and examine, audit and make copies of books and records at any       
reasonable time upon reasonable advance notice.  If any of Borrower's           
properties, books or records are in the possession of a third party,            
Borrower authorizes that third party to permit Agent or its agents to have      
access to perform inspections or audits and to respond to Agent's requests      
for information concerning such properties, books and records at any            
reasonable time upon reasonable advance notice.                                 

6.18     Compliance with Laws.  To comply with the laws, regulations,           
and orders of any government body with authority over Borrower's business       
(including any fictitious name statute and all statutes regarding the           
processing, manufacture, storage, transportation, sale or use of hazardous      
or toxic materials).                                                            

6.19     Preservation of Rights.  To maintain and preserve all                  
rights, privileges, and franchises Borrower now has necessary to carry on       
Borrower's business.                                                            

6.20     Maintenance of Properties.  To make any repairs, renewals,             
or replacements to keep Borrower's properties in good working condition.        

6.21     Cooperation.  To take any action reasonably requested by               
Agent to carry out the intent of this Agreement.                                
6.22     Insurance.                                                             

(a)     General Business Insurance.  To maintain insurance as                   
is usual for the business it is in.  To maintain insurance satisfactory to      
Agent as to amount, nature and carrier covering property damage (including      
loss of use and occupancy) to any of Borrower's properties, public              
liability insurance including coverage for contractual liability, product       
liability and workers' compensation, and any other insurance which is usual     
for Borrower's business.                                                        

(b)     Evidence of Insurance.  Upon the request of Agent, to                   
deliver to Agent a copy of each insurance policy, or, if permitted by           
Agent, a certificate of insurance listing all insurance in force.               

6.23     Operating/Business Accounts.  Establish and maintain with              
Sumitomo Borrower's primary operating and business accounts and other           
banking services associated with the operation of Borrower's business,          
including without limitation any demand deposit accounts.                       

6.24     Additional Negative Covenants.  Not to, without the prior              
written consent of all Banks (which consent shall not be unreasonably           
withheld):                                                                      

(a)     engage in any business activities substantially                         
different from Borrower's present business.                                     

(b)     liquidate or dissolve Borrower's business.                              

(c)     enter into any consolidation, merger, pooling of                        
interest, or other combination (other than partnerships or joint ventures       
within the limitations specified in subparagraph (j) below).                    

(d)     sell, lease, transfer or otherwise dispose of (i) any                   
patents or other intellectual property of Borrower, or (ii) any other part      
of Borrower's business or Borrower's assets except in the ordinary course       
of Borrower's business or only to the extent that the aggregate book value      
of  personal property assets involved in all such sales, leases, transfers      
or other dispositions do not exceed $500,000 in any one fiscal year.  As a      
singular exception to the foregoing, Borrower shall be permitted to sell up     
to 80% of its stock in Servnow Nettechnologies, Inc., a Delaware                
corporation, so long as such stock sale does not result in a breach of any      
of Borrower's other covenants under this Agreement.                             

(e)     sell, transfer or otherwise dispose of any assets for                   
less than fair market value.                                                    

(f)     enter into sale and leaseback agreements covering more                  
than $1,000,000 of Borrower's fixed or capital assets during any one fiscal     
quarter.  The amount of Borrower's obligations under any sale/leaseback         
agreements shall be counted as "other debt and lease obligations" for           
purposes of computing the $5,000,000 cap under Section 6.9(e) hereof.           

(g)     voluntarily suspend its business for more than three                    
days in any thirty day period.                                                  

(h)     purchase shares of its capital stock in exchange for                    
cash if such purchase exceeds (in the aggregate when combined with all such     
other purchases made during that fiscal year) $2,000,000.                       

(i)     enter into any transaction with an affiliate on terms                   
less favorable than those available to Borrower from entities or persons        
not affiliated with Borrower.                                                   

(j)     enter into any partnerships or joint ventures in any                    
fiscal year where the aggregate of all amounts which Borrower will or may       
be required to contribute to such partnerships or joint ventures, plus all      
amounts which Borrower may be liable to pay in connection therewith, shall      
exceed $1,000,000.                                                              

     6.25     ERISA Plans.  To give prompt written notice to Agent of:

(a)     The occurrence of any reportable event under                            
Section 4043(b) of ERISA for which the PBGC requires 30 day notice.             

(b)     Any action by Borrower to terminate or withdraw from a                  
Plan or the filing of any notice of intent to terminate under Section 4041      
of ERISA.                                                                       

(c)     Any notice of noncompliance made with respect to a Plan                 
under Section 4041(b) of ERISA.                                                 

(d)     The commencement of any proceeding with respect to a                    
Plan under Section 4042 of ERISA.                                               

7.     SECURITY DOCUMENTS.                                                      

7.1     Existing Security Documents.  In connection with the                    
Existing Agreement, Borrower executed in favor of Sumitomo (i) that certain     
Pledge Agreement dated September 6, 1996, (ii) that certain Security            
Agreement dated September 6, 1996, (iii) that certain Patent Collateral         
Assignment dated September 6, 1996, as supplemented by the Supplement to        
Patent Collateral Assignment dated December 3, 1996, (iv) UCC-1 Financing       
Statement dated August 30, 1996 and filed September 3, 1996 as file number      
9625060451 in Sacramento, California, as amended by a form UCC-2 amendment      
dated September of 1996 and filed September 16, 1996 as file number             
96263C0234 and by a form UCC-2 amendment dated December 3, 1996 and filed       
December 30, 1996 as file number 96366C0270 in Sacramento, California, and      
(v) UCC-1 Financing Statement dated August 30, 1996 and filed September 4,      
1996 as file number 9609047846 in the office of the Virginia Secretary of       
State.  Various wholly-owned subsidiaries of Borrower also executed             
security documents in favor of Sumitomo in connection with the Existing         
Agreement including (i) that certain Security Agreement executed by Titan       
Information Systems Corporation dated September 6, 1996, (ii) that certain      
Patent Collateral Assignment dated September 6, 1996 executed by Titan          
Information Systems Corporation, and (iii) UCC-1 Financing Statement dated      
August 30, 1996 executed by Titan Information Systems Corporation and filed     
September 3, 1996 as file number 9625060446 in Sacramento, California, as       
amended by UCC-2 Amendment dated September of 1996 and filed September 16,      
1996 as file number 96263C0229 in Sacramento, California.  All documents        
referenced in this Section 7.1 are collectively referred to herein as the       
"Existing Security Documents".                                                  

7.2     Additional Security Documents.   Eldyne, Inc. and Unidyne               
Corporation will be executing security agreements dated as of even date         
herewith in favor of Agent, for the benefit of Banks, in connection with        
this Agreement.  In addition, Borrower, Titan Information Systems               
Corporation, the Agent, and the Banks will be amending the Existing             
Security Documents pursuant to an Amendment to Existing Security Documents      
dated as of even date herewith.                                                 

7.3     Definition of Security Documents.  As used in this                      
Agreement, "Security Documents" means and includes (i) the various              
documents referenced in Sections 7.1 and 7.2, above, (ii) any other             
security agreement which may now or hereafter be executed by Borrower or        
any other entity in favor of Agent, for the benefit of Banks, to secure         
performance of Borrower's obligations under this Agreement, and (iii) any       
modifications or amendments to any of the foregoing documents.  Borrower        
intends that each Security Document (as the same may be modified or amended     
from time to time) shall grant to Agent, for the ratable benefit of Banks,      
a security interest in the items of collateral referenced in such Security      
Document.                                                                       

8..     DEFAULT.                                                                

8.1     Events of Default.  The occurrence of any one or more of the            
following events shall constitute an "Event of Default":                        

(a)     Failure to Pay.  Borrower fails to make a payment under                 
this Agreement when due and such failure shall continue for more than two       
Banking Days after written notice from Agent to Borrower of the existence       
of such Event of Default.                                                       

(b)     Non-Compliance.  Borrower fails to meet the conditions                  
of, or fails to perform any obligation under:                                   

(i)     this Agreement,                                                         

(ii)     any Ancillary Document or any other agreement made                     
in connection with this Agreement, or                                           

(iii)     any other agreement Borrower has with (x)                             
Sumitomo or any affiliate of Sumitomo, or (y) Imperial or any                   
affiliate of Imperial;                                                          

and any such failure shall continue for more than fifteen (15) days (or         
such other cure period as is specified in this Agreement or any such other      
agreement as to such default, if less than 15 days) after written notice        
from the applicable lender to Borrower of the existence of such Event of        
Default.                                                                        

(c)     Other Defaults.  Any default occurs under any agreement                 
in connection with any credit Borrower has obtained from any other creditor     
or which Borrower has guaranteed if the default consists of failing to make     
a payment when due or gives the other creditor the right to accelerate the      
obligation.                                                                     

(d)     False Information.  Any representation or warranty                      
under this Agreement or any agreement, instrument or certificate executed       
pursuant to this Agreement or in connection with any transaction                
contemplated hereby shall prove to have been false or misleading in any         
material respect when made or when deemed to have been made.                    

(e)     Bankruptcy.  Borrower files a bankruptcy petition, a                    
bankruptcy petition is filed against Borrower or Borrower makes a general       
assignment for the benefit of creditors.  The default will be deemed cured      
if any bankruptcy petition filed against Borrower is dismissed within a         
period of sixty (60) days after the filing; provided, however, that Banks       
will not be obligated to extend any additional credit to Borrower during        
any bankruptcy period.                                                          

(f)     Receivers.  A receiver or similar official is appointed                 
for Borrower's business, or the business is terminated.                         

(g)     Lawsuits.  Any lawsuit or lawsuits are filed on behalf                  
of one or more trade creditors against Borrower in an aggregate amount of       
two million dollars ($2,000,000) or more and such lawsuit or lawsuits are       
not dismissed or fully bonded within ten (10) calendar days after service       
of process upon Borrower.                                                       

(h)     Judgments.  Any judgments or arbitration awards are                     
entered against Borrower and, absent procurement of a stay of execution,        
such judgment or award remains unbonded or unsatisfied for ten (10)             
calendar days after the date of entry; or Borrower enters into any              
settlement agreement with respect to any litigation or arbitration, in an       
aggregate amount of five hundred thousand dollars ($500,000) or more in         
excess of any insurance coverage, unless the Banks determine that the           
Borrower has adequate available liquid resources to pay such settlement.        

(i)     Government Action.  Any government authority takes                      
action that adversely affects Borrower's  financial condition or ability to     
repay.                                                                          

(j)     Default under Guaranty or Subordination Agreement.  Any                 
guaranty, subordination agreement, security agreement, deed of trust, or        
other document required by this Agreement is violated, revoked or no longer     
in effect.                                                                      

(k)     Material Adverse Change.  A material adverse change                     
occurs in Borrower's financial condition, properties or prospects, or           
Borrower's ability to repay its obligations hereunder.                          

(l)     ERISA Plans.  The occurrence of a reportable event with                 
respect to a Plan which is likely to result in the termination of such Plan     
for purposes of Title IV of ERISA, or could reasonably be expected, to          
subject Borrower to any tax, penalty or liability (or any combination of        
the foregoing) which, in the aggregate, would have an adverse effect on the     
financial condition of Borrower with respect to a Plan.                         

8.2     Remedies.  Upon and after the occurrence of an Event of                 
Default, Banks, acting through Agent, shall have all of the following           
rights and remedies:                                                            

(a)     All obligations and indebtedness hereunder may, at the                  
option of Agent and without demand, notice, or legal process of any kind,       
be declared, and immediately shall become, due and payable;                     

(b)     The indebtedness under the Revolving Line Notes shall                   
bear interest at the Default Rate;                                              

(c)     All of the rights and remedies of a creditor under                      
California law or other applicable law, all of which rights and remedies        
shall be cumulative, and not exclusive, to the extent permitted by law, in      
addition to any other rights and remedies contained in this Agreement and       
in any of the documents or agreements executed in connection herewith; and      

(d)     All other rights and remedies which Banks may have in                   
law or equity.                                                                  

8.3     Costs and Expenses.  Upon the occurrence of any Event of                
Default, Agent and Banks shall be entitled to recover from Borrower all         
costs, expenses, and reasonable attorneys' fees (including any allocated        
costs of in-house counsel) in connection with the administering or              
enforcing of this Agreement, whether or not an action is filed.                 

9..     PARTICIPATIONS; AGENCY; AMENDMENT, CONSENTS AND WAIVERS; OTHER
EXTENSIONS OF CREDIT.                                                           

9.1     Binding Effect; Assignment; Addition and Substitution of                
Banks.                                                                          

(a)     As used herein, an "Institutional Lender" means any                     
bank or other institution which makes commercial loans on an ongoing basis      
in the ordinary course of its business.  Each Bank may, with the prior          
written consent of Agent (which consent shall not be unreasonably               
withheld), at any time sell to one or more banks or other entities              
("Participants") participating interests in all or any portion of its           
Commitments and advances or any other interest of such Bank hereunder and       
under the Ancillary Documents (in respect of any Bank, its "Credit              
Exposure").  If the proposed Participant is not an Institutional Lender,        
and provided no Event of Default has occurred and is continuing, then           
Borrower's prior written consent (which consent shall not be unreasonably       
withheld) shall also be required as a condition to the sale.  In the event      
of any such sale by a Bank of participating interests to a Participant,         
such Bank's obligations under this Agreement shall remain unchanged, such       
Bank shall remain solely responsible for the performance thereof, and           
Borrower and Agent shall continue to deal solely and directly with such         
Bank in connection with such Bank's rights and obligations under this           
Agreement.  Each Bank shall from time to time upon request of Borrower          
notify Borrower of the identity of any Participants with respect to its         
Credit Exposure hereunder; provided, however, that failure to provide such      
notice will not affect the validity of such participation.  Borrower agrees     
that if amounts outstanding under this Agreement are due or unpaid, or          
shall have been declared or shall have become due and payable upon the          
occurrence of an Event of Default, each Participant shall be deemed to have     
the right of set-off in respect of its participating interest in amounts        
owing under this Agreement to the same extent as if the amount of its           
participating interest were owing directly to it as a Bank under this           
Agreement, provided that such right of set-off shall be subject to the          
obligation of such Participant to share with the Banks, and the Banks agree     
to share with such Participant, as provided in Section 9.4.  Each Bank          
agrees that any agreement between such Bank and any Participant in respect      
of such participating interest shall not restrict such Bank's right to          
approve or agree to any amendment, restatement, supplement or other             
modification to, waiver of, or consent under, this Agreement except to          
extend the Maturity Date, reduce the rate of interest or fees, extend the       
time of payment of interest thereon, reduce the principal amount thereof,       
or release all or substantially all of any collateral.                          

(b)     Notwithstanding any other provision contained in this                   
Agreement or any of the Ancillary Documents to the contrary, any Bank may,      
upon written notice to Agent, Borrower and the other Banks, pledge all or       
any portion of its Revolving Line Note to any Federal Reserve Bank or the       
United States Treasury as collateral security pursuant to Regulation A of       
the Board of Governors of the Federal Reserve System and any Operating          
Circular issued by such Federal Reserve Bank, provided that any payment in      
respect of such pledged Revolving Line Note made by Borrower to or for the      
account of the pledging Bank in accordance with the terms of this Agreement     
shall satisfy Borrower's obligations hereunder in respect to such pledged       
Revolving Line Note to the extent of such payment.  No such pledge shall        
release the pledging Bank from its obligations hereunder.                       

(c)     Borrower authorizes each Bank to disclose to any                        
Participant any and all financial information in such Bank's possession         
concerning Borrower and any subsidiary of Borrower which has been delivered     
to such Bank by Borrower or Agent pursuant to this Agreement or which has       
been delivered to such Bank by Borrower or Agent in connection with such        
Bank's credit evaluation of Borrower prior to entering into this Agreement,     
provided such Participant executes a confidentiality agreement in form and      
content reasonably acceptable to Borrower.                                      

(d)     For so long as any Bank shall be in default of its                      
obligation to fund its applicable Pro Rata Share of any extension of            
credit, no fees shall be accrued by or paid to such Bank.                       

9.2     Agent.                                                                  

(a)     Appointment.  Each Bank hereby designates and appoints                  
Sumitomo as its agent under this Agreement and the Ancillary Documents, and     
each Bank hereby irrevocably authorizes Agent to take such action or to         
refrain from taking such action on its behalf under the provisions of this      
Agreement and the Ancillary Documents and to exercise such powers as are        
set forth herein or therein, together with such other powers as are             
reasonably incidental thereto.  Agent agrees to act as such on the express      
conditions contained in this Section 9.2.  The provisions of this               
Section 9.2 are solely for the benefit of Agent and Banks, and Borrower         
shall not have any rights as a third party beneficiary of any of the            
provisions hereof.  In performing their functions and duties under this         
Agreement, Agent shall act solely as agent of the Banks and does not assume     
and shall not be deemed to have assumed any obligation toward or                
relationship of agency or trust with or for Borrower.  Agent may perform        
any of its duties hereunder, or under the Ancillary Documents, by or            
through its agents or employees.                                                

(b)     Nature of Duties as Agent.  Agent shall have no duties                  
or responsibilities except those expressly set forth in this Agreement.         
The duties of Agent shall be mechanical and administrative in nature.           
Agent shall not have by reason of this Agreement a fiduciary relationship       
with any Bank.  Nothing in this Agreement, the Ancillary Documents or any       
other agreements, express or implied, is intended to or shall be construed      
to impose upon Agent any obligations in respect of this Agreement, the          
Ancillary Documents or any other agreement except as expressly set forth        
herein or therein.  Each Bank shall make its own independent investigation      
of the financial condition and affairs of Borrower and its subsidiaries in      
connection with the extensions of credit hereunder and shall make its own       
appraisal of the creditworthiness of Borrower and its subsidiaries, and         
Agent shall have no duty or responsibility, either initially or on a            
continuing basis, to provide any Bank with any credit or other information      
with respect thereto (other than financial information received by it in        
accordance herewith), whether coming into its possession before the date        
hereof or at any time or times thereafter.  If Agent seeks the consent or       
approval of any Bank to the taking or refraining from taking any action         
hereunder, then Agent shall send notice thereof to each Bank.                   

(c)     Neither Agent nor any of its officers, directors,                       
employees or agents shall be liable to any Bank for any action taken or         
omitted by it hereunder or under any other agreement, or in connection          
herewith or therewith, except that Agent shall be obligated on the terms        
set forth herein for performance of its express obligations hereunder, and      
Agent shall be liable with respect to its own gross negligence or willful       
misconduct.  Agent shall not be liable for any apportionment or                 
distribution of payments made by it in good faith and if any such               
apportionment or distribution is subsequently determined to have been made      
in error the sole recourse of any Bank to whom payment was due but not made     
shall be to recover from the other Banks any payment in excess of the           
amount to which it is determined to be entitled (and such other Banks           
hereby agree to return to such Bank any such erroneous payments received by     
them).  In performing its functions and duties hereunder, Agent shall           
exercise the same care which it would in dealing with loans for its own         
account, but Agent shall not be responsible to any Bank for any recitals,       
statements, representations or warranties herein or for the execution,          
effectiveness, genuineness, validity, enforceability, collectibility, or        
sufficiency of this Agreement or any other agreement, or the transactions       
contemplated hereby or thereby, or for the financial condition of Borrower.     
Agent shall not be required to make any inquiry concerning either the         
performance or observance of any of the terms, provisions or conditions of      
this Agreement or any agreement or the financial condition of Borrower, or      
the existence or possible existence of any Event of Default or any event        
which, with the giving of notice or the passage of time, or both, would         
constitute an Event of Default.  Agent may at any time request instructions     
from Banks with respect to any actions or approvals which by the terms of       
this Agreement or of any agreement Agent is permitted or required to take       
or to grant, and if such instructions are promptly requested, Agent shall       
be absolutely entitled to refrain from taking any action or to withhold any     
approval and shall not be under any liability whatsoever to any person or       
entity for refraining from any action or withholding any approval under         
this Agreement or any other agreement until it shall have received such         
instructions from all Banks.  Without limiting the foregoing, no Bank shall     
have any right of action whatsoever against Agent as a result of Agent          
acting or refraining from acting under this Agreement, any of the Ancillary     
Documents or any other agreement in accordance with the instructions of all     
Banks.                                                                          

(d)     Agent shall be entitled to rely upon any written                        
notices, statements, certificates, orders or other documents or any             
telephone message or other communication (including any writing, telex,         
telecopy or telegram) believed by it in good faith to be genuine and            
correct and to have been signed, sent or made by the proper person or           
entity, and with respect to all matters pertaining to this Agreement, the       
Ancillary Documents or any other agreement and its duties hereunder or          
thereunder, upon advice of counsel selected by it.  Agent shall be entitled     
to rely upon the advice of legal counsel, independent accountants and other     
experts selected by Agent in its sole discretion.                               

(e)     Banks will reimburse and indemnify Agent for and                        
against any and all liabilities, obligations, losses, damages, penalties,       
actions, judgments, suits, costs, expenses, advances or disbursements of        
any kind or nature whatsoever which may be imposed on, incurred by, or          
asserted against Agent in any way relating to or arising out of this            
Agreement, the Ancillary Documents or any other agreement or any action         
taken or omitted by Agent under this Agreement, the Ancillary Documents or      
any other agreement, in proportion to each Bank's Pro Rata Share; provided,     
however, that no Bank shall be liable for any portion of such liabilities,      
obligations, losses, damages, penalties, actions, judgments, suits, costs,      
expenses, advances or disbursements resulting from Agent's gross negligence     
or willful misconduct.  The obligations of the Banks under this Section 9.2     
shall survive the payment in full of all extensions of credit hereunder and     
the termination of this Agreement.                                              

(f)     With respect to the extensions of credit made by it,                    
Agent shall have and may exercise the same rights and powers hereunder and      
is subject to the same obligations and liabilities as and to the extent set     
forth herein for any other Bank.  The term "Banks" or any similar terms         
shall, unless the context clearly otherwise indicates, include Agent in its     
individual capacity as a Bank.  Agent may lend money to, and generally          
engage in any kind of banking, trust or other business with Borrower as if      
it were not acting as Agent pursuant hereto.                                    

(g)     (i)     Agent may resign from the performance of all its                
functions and duties hereunder at any time by giving at least                   
thirty (30) Banking Days' prior written notice to Borrower and                  
Banks.  Such resignation shall take effect upon the acceptance by               
a successor Agent of appointment pursuant to clause (g)(ii) below               
or as otherwise provided below.                                                 

(ii)     Upon any such notice of resignation pursuant to                        
clause (g)(i) above, the Banks shall, upon receipt of Borrowers'                
prior consent, which shall not unreasonably be withheld, appoint                
a successor Agent.  If a successor Agent shall not have been so                 
appointed within said thirty (30) Banking Day period, the                       
retiring Agent, upon notice to Borrower, shall then appoint a                   
successor Agent who shall serve as Agent until such time, if any,               
as Banks, upon receipt of Borrowers' prior written consent, which               
shall not be unreasonably withheld, appoint a successor Agent as                
provided above.                                                                 

(iii)     Upon the acceptance by a successor Agent of                           
any appointment as an Agent under this Agreement and the                        
Ancillary Documents, such successor Agent shall thereupon succeed               
to and become vested with all the rights, powers, privileges and                
duties of the retiring Agent, and the retiring Agent shall be                   
discharged from its duties and obligations under this Agreement.                
After any retiring Agent's resignation as Agent under this                    
Agreement, the provisions of this Section 9.2 shall inure to its                
benefit as to any actions taken or omitted to be taken by it                    
while it was Agent under this Agreement.                                        

(h)     (i)     Banks hereby irrevocably authorize Agent, at its                
option and in its discretion, to release any lien granted to or                 
held by Agent upon any property covered by this Agreement or the                
Security Documents (A) upon termination of the Total Commitment                 
and payment and satisfaction of all liabilities of Borrower                     
hereunder; or (B) constituting property being sold or disposed of               
if Borrower certifies to Agent that the sale or disposition is                  
made in compliance with the provisions of this Agreement (and                   
Agent may rely in good faith conclusively on any such                           
certificate, without further inquiry); or (C) constituting                      
property leased to Borrower under a lease which has expired or                  
been terminated in a transaction permitted under this Agreement                 
or is about to expire and which has not been, and is not intended               
by such Borrower to be, renewed or extended.  Upon request by                   
Agent at any time, any Bank will confirm in writing the Agent's                 
authority to release particular types or items of property                      
covered by this Agreement or the Ancillary Documents pursuant to                
this Section 9.2(h)(i) or Section 9.3.                                          

(ii)     Without in any manner limiting Agent's authority                       
to act without any specific or further authorization or consent                 
by the Banks (as set forth in Section 9.2(h)(i)), each Bank                     
agrees to confirm in writing, upon request by Borrower, the                     
authority to release any property covered by this Agreement and                 
the Security Documents conferred upon Agent under clauses (A)                   
through (C) of Section 9.2(h)(i) and under Section 9.3.  So long                
as no Event of Default is then continuing, upon receipt by Agent                
of confirmation from the Banks of their authority to release any                
particular item or types of property covered by this Agreement or               
the Ancillary Documents, and upon at least five (5) Banking Days'               
prior written request by Borrower, Agent shall (and is hereby                   
irrevocably authorized by the Banks to) execute such documents as               
may be necessary to evidence the release of the liens granted to                
Agent for the benefit of the Banks herein or pursuant hereto upon               
such collateral; provided, however, that (A) Agent shall not be                 
required to execute any such document on terms which, in Agent's                
opinion, would expose Agent to liability or create any obligation               
or entail any consequence other than the release of such liens                  
without recourse or warranty, and (B) such release shall not in                 
any manner discharge, affect or impair the obligations of                       
Borrower hereunder.                                                             

(iii)     Agent shall have no obligation whatsoever to                          
any Bank or any other person or entity to assure that the                       
property covered by this Agreement or any of the Security                       
Documents exists or is owned by Borrower, or is cared for,                      
protected or insured or has been encumbered or that the liens                   
granted to Agent pursuant to the Security Documents have been                   
properly or sufficiently or lawfully created, perfected,                        
protected or enforced or are entitled to any particular priority,               
or to exercise at all or in any particular manner or under any                  
duty of care, disclosure or fidelity, or to continue exercising,                
any of the rights, authorities and powers granted or available to               
Agent in this Section 9.2(h) or elsewhere in this Agreement or in               
any of the Security Documents, it being understood and agreed                   
that in respect of the property covered by any of the Security                  
Documents or any act, omission or event related thereto, Agent                  
may act in any manner Agent deems appropriate, in its sole                      
discretion, given Agent's own interest in property covered by any               
of the Security Documents as one of the Banks and that Agent                    
shall have no duty or liability whatsoever to any of the other                  
Banks; provided, that Agent shall exercise the same care which it               
would exercise in dealing with loans for its own account.                       

(i)     Each Bank hereby appoints each other Bank as agent for                  
the purpose of perfecting security interests in assets which, in accordance     
with Article 9 of the Uniform Commercial Code in any applicable                 
jurisdiction, can be perfected only by possession.  Should any Bank (other      
than Agent) obtain possession of any such collateral, such Bank shall           
notify Agent thereof and, promptly upon Agent's request therefor, shall         
deliver such collateral to Agent or in accordance with Agent's                  
instructions.  Each Bank agrees that it will not have any right                 
individually to enforce or seek to enforce any right or remedy under this       
Agreement or any of the Security Documents or to realize upon any               
collateral securing any extensions of credit hereunder, it being understood     
and agreed that such rights and remedies may be exercised only by Agent.        

9.3     Amendments; Consents and Waivers for Certain Actions.  No               
amendment, modification, termination or waiver of any provision of this         
Agreement or consent to any departure by Borrower therefrom, shall in any       
event be effective unless the same shall be in writing and signed by the        
Agent and Borrower; provided, that no amendment, modification, termination      
or waiver shall, unless in writing and signed by all Banks or, in the case      
of subsection (a) below, the affected Bank, do any of the following:            

(a)     increase the Commitment of any Bank;                                    

(b)     reduce the principal of, rate of interest on or fees                    
payable with respect to any extensions of credit hereunder;                     

(c)     postpone the Maturity Date or any date fixed for any                    
payment with respect to any amount of principal, interest or fees with          
respect to any extensions of credit hereunder;                                  

(d)     amend or waive any of the covenants contained in                        
Article 6 hereof, or this Section 9.3; or                                       

(e)     consent to the assignment or other transfer by Borrower                 
of any of its rights and obligations under this Agreement or any of the         
Ancillary Documents.                                                            

Each amendment, modification, termination or waiver shall be effective only     
in the specific instance and for the specific purpose for which it was          
given.  No amendment, modification, termination or waiver shall be required     
for Agent to accept from the Borrower additional collateral.  No notice to      
or demand on Borrower not required by the terms hereof in any case shall        
entitle Borrower to any other or further notice or demand in similar or         
other circumstances.                                                            

9.4     Set Off and Sharing of Payments.  In addition to any rights             
now or hereafter granted under applicable law and not by way of limitation      
of any such rights, upon the occurrence and during the continuance of any       
Event of Default, each Bank is hereby authorized by Borrower at any time or     
from time to time, with reasonably prompt subsequent notice to Borrower         
(any prior or contemporaneous notice being hereby expressly waived) to set      
off and to appropriate and to apply any and all (a) balances (including,        
without limitation, all account balances, whether provisional or final and      
whether or not collected or available) held by such Bank at any of its          
offices for the account of Borrower (regardless of whether such balances        
are then due to Borrower) and (b) other property held or owing by such Bank     
to or for the credit or for the account of Borrower, against and on account     
of any amounts owed by Borrower hereunder which are not paid when due.          

9.5     Other Extensions of Credit From Banks to Borrower or                    
Subsidiaries.  Imperial acknowledges that Borrower presently has in place       
certain other credit facilities with Sumitomo associated with the operation     
of Borrower's business.  Other than such existing Sumitomo credit               
facilities (and the credit being extended to Borrower pursuant to this          
Agreement), in no event shall Sumitomo or Imperial extend credit or make        
loans of any nature to Borrower (or to any subsidiary of Borrower) unless       
all Banks have consented in writing to such proposed extension of credit or     
loan.                                                                           

10..     MISCELLANEOUS.                                                         

10.1     GAAP.  Except as otherwise stated in this Agreement, all               
financial information provided to Agent and all financial covenants will be     
made under generally accepted accounting principles consistently applied.       

10.2     California Law.  This Agreement is governed by California              
law without reference to its conflict of laws principles.                       

10.3     Successors and Assigns.  This Agreement is binding on                  
Borrower's, Agent's and Banks' successors and assignees.  Borrower agrees       
that it may not assign this Agreement without the prior written consent of      
Agent and Banks.  Bank may sell participations in or assign these loans, or     
any portion thereof, and may exchange financial information about Borrower      
with actual or potential participants or assignees subject to appropriate       
and mutually agreed upon confidentiality restrictions.  If a participation      
is sold or any portion of the loans is assigned, the purchaser will have        
the right of set-off against Borrower.                                          

10.4     Severability; Waivers.  If any part of this Agreement is not           
enforceable, the rest of the Agreement may be enforced.  No failure on the      
part of Agent to exercise, and no delay in exercising, any right, power, or     
remedy under this Agreement shall operate as a waiver thereof; nor shall        
any single or partial exercise of any right under this Agreement preclude       
any other or further exercise thereof or the exercise of any other right.       
Any consent or waiver under this Agreement must be in writing.  If Agent        
waives a default, it may enforce a later default.                               

10.5     Costs and Expenses.  In addition to the recovery of costs              
and expenses upon an occurrence of an Event of Default, if Agent incurs         
expenses in connection with the preparation, administering or enforcing of      
this Agreement, Borrower shall pay Agent all such costs and reasonable          
attorneys' fees, including any allocated costs of in-house counsel.             

10.6     Entire Agreement.  This Agreement and the Ancillary                    
Documents, collectively:                                                        

(a)     represent the sum of the understandings and agreements                  
between Agent, Banks and Borrower concerning this credit; and                   

(b)     replace any prior oral or written agreements between                    
Agent, Banks and Borrower concerning this credit; and                           

(c)     are intended by Agent, Banks and Borrower as the final,                 
complete and exclusive statement of the terms agreed to by them.                

In the event of any conflict between this Agreement and any other               
agreements required by this Agreement, this Agreement will prevail.             

10.7     Notices.  Except as otherwise expressly provided elsewhere             
in this Agreement or in the Ancillary Documents:  (a) all notices,              
requests, demands, directions and other communications provided for             
hereunder or under any of the Ancillary Documents must be in writing and        
must be mailed, telecopied or personally delivered to the appropriate party     
at the address set forth on the signature pages of this Agreement or, as to     
any party, at any other address as may be designated by it in a written         
notice sent to all other parties in accordance with this Section 10.7; and      
(b) any notice, request, demand, direction or other communication given by      
telecopier, must be confirmed within 48 hours by letter mailed or delivered     
to the appropriate party at its respective address.  Except as otherwise        
expressly provided elsewhere herein or in any Ancillary Document, if any        
notice, request, demand, direction or other communication required or           
permitted hereunder or under any Ancillary Document is given by mail it         
will be effective on the earlier of receipt or the third calendar day after     
deposit in the United States mail with first class or airmail postage           
prepaid; if given by telecopier, upon electronic confirmation of receipt,       
and if given after 4:00 p.m., Los Angeles time, effective on the next           
Banking Day; or if given by personal delivery, when delivered.                  

10.8     Headings.  Article and paragraph headings are for reference            
only and shall not affect the interpretation or meaning of any provisions       
of this Agreement.                                                              

10.9     Counterparts.  This Agreement may be executed in as many               
counterparts as necessary or convenient, and by the different parties on        
separate counterparts each of which, when so executed, shall be deemed an       
original but all such counterparts shall constitute but one and the same        
agreement.                                                                      

10.10     Further Assurances.  Borrower shall, at its expense and               
without expense to Agent, do, execute and deliver such further acts and         
documents as Agent from time to time reasonably requires to assure Agent        
the rights created or intended to be created by this Agreement, and for         
carrying out the intention or facilitating the performance of the terms of      
this Agreement or any document executed in connection with this Agreement.      

10.11     Hazardous Waste Indemnification.  Borrower will                       
indemnify and hold harmless Agent and Banks from any loss or liability          
directly or indirectly arising out of the use, generation, manufacture,         
production, storage, release, threatened release, discharge, disposal or        
presence of a hazardous substance.  This indemnity will apply whether the       
hazardous substance is on, under or about Borrower's property or operations     
or property leased to Borrower.  The indemnity includes but is not limited      
to attorneys' fees (including the reasonable estimate of the allocated cost     
of in-house counsel and staff).  The indemnity extends to Agent, each Bank,     
their parents and subsidiaries and all of their directors, officers,            
employees, agents, successors, attorneys and assigns.  For these purposes,      
the term "hazardous substances" means any substance which is or becomes         
designated as "hazardous" or "toxic" under any federal, state or local law.     
This indemnity will survive repayment of Borrower's obligations hereunder.    

Upon demand by Agent, Borrower will defend any investigation,                   
action or proceeding alleging the presence of any hazardous substance in        
any such location, which affects any of Borrower's property or operations       
or property leased to Borrower or which is brought or commenced against         
Agent, whether alone or together with Borrower or any other person, all at      
Borrower's own cost and by counsel to be approved by Agent in the exercise      
of its reasonable judgment.  If Borrower fails to so defend the                 
investigation, action, or proceeding, then Agent may elect to conduct its       
own defense at the expense of Borrower.                                         

10.12     Waiver of Jury Trial.  The parties to this Agreement                  
acknowledge that jury trials often entail additional expenses and delays        
not occasioned by nonjury trials.  The parties to this Agreement further        
agree and stipulate that a fair trial may be had before a state or federal      
judge by means of a bench trial without a jury.  In view of the foregoing,      
and as a specifically negotiated provision of this Agreement, each party to     
this Agreement hereby expressly waives any right to trial by jury of any        
claim, demand, action or cause of action (1) arising under this Agreement       
or any other instrument, document or agreement executed or delivered in         
connection herewith, or (2) in any way connected with or related or             
incidental to the dealings of the parties hereto or any of them with            
respect to this Agreement or any other instrument, document or agreement        
executed or delivered in connection herewith, or the transactions related       
hereto or thereto, in each case whether now existing or hereafter arising,      
and whether sounding in contract or tort or otherwise; and each party           
hereby agrees and consents that any such claim, demand, action or cause of      
action shall be decided by court trial without a jury, and that any party       
to this Agreement may file an original counterpart or a copy of this            
section with any court as written evidence of the consent of the parties        
hereto to the waiver of their right to trial by jury.                           

This Agreement is executed as of the date stated at the top of                  
the first page.                                                                 

"Borrower"                                                                      

THE TITAN CORPORATION, a Delaware corporation                                   

By:     /s/________________________________                                     

_Eric DeMarco, Sr. V.P. & CFO______                                 
[Printed Name and Title]                                            

Address where notices to Borrower are to be sent:                               

3033 Science Park Road                                                          
San Diego, CA  92121                                                            
Attn:  Eric DeMarco, CFO                                                        
Telecopier:     (619) 552-9471                                                  
Telephone:     (619) 552-9536                                                   

"Banks"                                                                         

THE SUMITOMO BANK OF CALIFORNIA, a California                                   
banking corporation, in its individual capacity                                 

By:     /s/_________________________________                                    
Sajeda Simjee, Vice President                                                   

Address where notices to Sumitomo are to be sent:                               

The Sumitomo Bank of California                                                 
20100 Magnolia Street                                                           
Huntington Beach, CA 92646                                                      
Attn:  Manager                                                                  
Telecopier: (714) 968-4959                                                      
Telephone: (714) 965-5560                                                       

IMPERIAL BANK, a California banking corporation                                 

By:     /s/_________________________________                                    
Tim Bubnack, Vice President                                         

Address where notices to Imperial are to be sent:                               

Imperial Bank                                                                   
701 "B" Street, Suite 600                                                       
San Diego, CA 92101                                                             
Attn.:     Mr. Tim Bubnack, Vice President                                      
Telecopier: (619) 234-2234                                                      
Telephone: (619) 338-1513                                                       

"Agent"                                                                         

THE SUMITOMO BANK OF CALIFORNIA, a California                                   
banking corporation, as Agent for itself and                                    
Imperial Bank                                                                   

By:     /s/_________________________________                                    
Sajeda Simjee, Vice President                                                   

Address where notices to Agent are to be sent:                                  

The Sumitomo Bank of California                                                 
20100 Magnolia Street                                                           
Huntington Beach, CA  92646                                                     
Attn.:     Manager                                                              
Telecopier: (714) 968-4959                                                      
Telephone: (714) 965-5560                                                       

EXHIBIT A-1                                                           

AMENDED AND RESTATED REVOLVING LINE NOTE          

$14,000,000.00                                               May 15, 1997       
                                  Huntington Beach, California

FOR VALUE RECEIVED, the undersigned promises to pay to the order                
of The Sumitomo Bank of California, a California banking corporation (the       
"Bank"), the principal amount of FOURTEEN MILLION AND NO/100 DOLLARS            
($14,000,000.00) or such lesser aggregate amount of advances under the          
Revolving Line of Credit as may be made by the Bank pursuant to the Loan        
Agreement referred to below, together with interest on the principal amount     
of each advance by Bank under the Revolving Line of Credit remaining unpaid     
from time to time from and including the date of each such advance by Bank      
under the Revolving Line of Credit until the date of payment in full,           
payable as hereinafter set forth.  This Amended and Restated Revolving Line     
Note replaces and supersedes in its entirety that certain Revolving Note        
dated August 8, 1994 executed by the undersigned in favor of the Bank, as       
the same has been modified and amended to date.                                 

Reference is made to the Commercial Loan Agreement dated as of                  
even date herewith, by and among the undersigned, as Borrower, the Bank and     
Imperial Bank, collectively as the "Banks", and the Bank as the "Agent"         
(the "Loan Agreement").  Terms defined in the Loan Agreement and not            
otherwise defined herein are used herein with the meanings defined for          
those terms in the Loan Agreement.  This is one of the Revolving Line Notes     
referred to in the Loan Agreement, and any holder hereof is entitled to all     
of the rights, remedies, benefits and privileges provided for in the Loan       
Agreement as originally executed or as it may from time to time be              
supplemented, modified or amended.  The Loan Agreement, among other things,     
contains provisions for acceleration of the maturity hereof upon the            
happening of certain stated events upon the terms and conditions therein        
specified.                                                                      

The principal indebtedness evidenced by this Revolving Line Note                
shall be payable as provided in the Loan Agreement and in any event on          
May 31, 1998.                                                                   

Interest shall be payable on the outstanding daily unpaid                       
principal amount of advances by the Bank under the Revolving Line of Credit     
from and including the date of each advance until payment in full and shall     
accrue and be payable at the rates and on the dates set forth in the Loan       
Agreement both before and after default and before and after maturity and       
judgment, with interest on overdue principal and interest to bear interest      
at the rate set forth in Section 3.11 of the Loan Agreement, to the fullest     
extent permitted by applicable law.                                             

Each payment hereunder shall be made to the Agent on behalf of                  
the Bank in immediately available funds not later than 4:00 p.m.                
(Los Angeles time) on the day of payment (which must be a Banking Day).         
All payments received after 4:00 p.m. (Los Angeles time) on any particular      
Banking Day shall be deemed received on the next succeeding Banking Day.        
All payments shall be made in lawful money of the United States of America.     

The Bank shall use its best efforts to keep a record of advances                
under the Revolving Line of Credit made by it and payments received by it       
with respect to this Revolving Line Note, and, absent manifest error, such      
record shall be presumptive evidence of the amounts owing under this            
Revolving Line Note.                                                            

The undersigned hereby promises to pay all costs and expenses of                
any rightful holder hereof incurred in collecting the undersigned's             
obligations hereunder or in enforcing or attempting to enforce any of such      
holder's rights hereunder, including reasonable attorneys' fees and             
disbursements (including the allocated costs of in-house counsel), whether      
or not an action is filed in connection therewith.                              

Subject to the provisions of the Loan Agreement, the undersigned                
hereby waives presentment, demand for payment, dishonor, notice of              
dishonor, protest, notice of protest and any other notice or formality, to      
the fullest extent permitted by applicable law.                                 

This Revolving Line Note shall be delivered to and accepted by                  
the Bank in the State of California, and shall be governed by, and              
construed and enforced in accordance with, the local laws thereof.              

THE TITAN CORPORATION, a                                                        
Delaware corporation                                                            

By:                                                                             
________________________                                              

________________________                                              
[Printed Name & Title]                                              

EXHIBIT A-2                                                           

REVOLVING LINE NOTE                                                   

$10,000,000.00                                              May 15, 1997        
                                Huntington Beach, California

FOR VALUE RECEIVED, the undersigned promises to pay to the order                
of Imperial Bank, a California banking corporation (the "Bank"), the            
principal amount of TEN MILLION AND NO/100 DOLLARS ($10,000,000.00) or such     
lesser aggregate amount of advances under the Revolving Line of Credit as       
may be made by the Bank pursuant to the Loan Agreement referred to below,       
together with interest on the principal amount of each advance by Bank          
under the Revolving Line of Credit remaining unpaid from time to time from      
and including the date of each such advance by Bank under the Revolving         
Line of Credit until the date of payment in full, payable as hereinafter        
set forth.                                                                      

Reference is made to the Amended and Restated Commercial Loan                   
Agreement dated as of even date herewith, by and between the undersigned,       
as Borrower, the Bank and The Sumitomo Bank of California, collectively as      
the "Banks", and The Sumitomo Bank of California as the "Agent" (the "Loan      
Agreement").  Terms defined in the Loan Agreement and not otherwise defined     
herein are used herein with the meanings defined for those terms in the         
Loan Agreement.  This is one of the Revolving Line Notes referred to in the     
Loan Agreement, and any holder hereof is entitled to all of the rights,         
remedies, benefits and privileges provided for in the Loan Agreement as         
originally executed or as it may from time to time be supplemented,             
modified or amended.  The Loan Agreement, among other things, contains          
provisions for acceleration of the maturity hereof upon the happening of        
certain stated events upon the terms and conditions therein specified.          

The principal indebtedness evidenced by this Revolving Line Note                
shall be payable as provided in the Loan Agreement and in any event on          
May 31, 1998.                                                                   

Interest shall be payable on the outstanding daily unpaid                       
principal amount of advances by the Bank under the Revolving Line of Credit     
from and including the date of each advance until payment in full and shall     
accrue and be payable at the rates and on the dates set forth in the Loan       
Agreement both before and after default and before and after maturity and       
judgment, with interest on overdue principal and interest to bear interest      
at the rate set forth in Section 3.11 of the Loan Agreement, to the fullest     
extent permitted by applicable law.                                             

Each payment hereunder shall be made to the Agent on behalf of                  
the Bank in immediately available funds not later than 4:00 p.m.                
(Los Angeles time) on the day of payment (which must be a Banking Day).         
All payments received after 4:00 p.m. (Los Angeles time) on any particular      
Banking Day shall be deemed received on the next succeeding Banking Day.        
All payments shall be made in lawful money of the United States of America.     

The Bank shall use its best efforts to keep a record of advances                
made by it under the Revolving Line of Credit made by it and payments           
received by it with respect to this Revolving Line Note, and, absent            
manifest error, such record shall be presumptive evidence of the amounts        
owing under this Revolving Line Note.                                           

The undersigned hereby promises to pay all costs and expenses of                
any rightful holder hereof incurred in collecting the undersigned's             
obligations hereunder or in enforcing or attempting to enforce any of such      
holder's rights hereunder, including reasonable attorneys' fees and             
disbursements (including the allocated costs of in-house counsel), whether      
or not an action is filed in connection therewith.                              

Subject to the provisions of the Loan Agreement, the undersigned                
hereby waives presentment, demand for payment, dishonor, notice of              
dishonor, protest, notice of protest and any other notice or formality, to      
the fullest extent permitted by applicable law.                                 

This Revolving Line Note shall be delivered to and accepted by                  
the Bank in the State of California, and shall be governed by, and              
construed and enforced in accordance with, the local laws thereof.              

THE TITAN CORPORATION, a Delaware corporation                                   

By:      __________________________                                             

__________________________                                      
[Printed Name & Title]                                              

EXHIBIT B                                                             
REQUEST FOR CREDIT              

1.     This Request for Credit is executed and delivered by                     
THE TITAN CORPORATION, a Delaware corporation (the "Borrower"), to The          
Sumitomo Bank of California, as Agent, pursuant to that certain Amended and     
Restated Commercial Loan Agreement (as amended, modified or extended, the       
"Agreement") dated as of May 15, 1997, entered into by Borrower, the Agent      
and the Banks therein named.  Any terms used herein and not defined herein      
shall have the meanings defined in the Agreement.                               

2.     Borrower hereby requests that the Banks make an                          
extension of credit under the Revolving Line of Credit for the account of       
Borrower pursuant to the Agreement, as follows:                                 

(a)     Principal Amount of Extension of Credit: $____________.                 

(b)     Date of Extension of Credit: _______________, 19___.                    

(c)     Type of Extension of Credit (check one box only):                       

/__/  Prime Rate Credit.                                            

/__/  Offshore Rate Credit with a ___-day interest period,          
commencing _____________ and ending ____________.       

3.     In connection with the extension of credit requested                     
herein, Borrower hereby represents, warrants and certifies to Agent and the     
Banks that, as of the date of the extension of credit set forth in              
paragraph 2(b), above:  such request shall not exceed the availability          
under the Revolving Line of Credit; each representation and warranty made       
by Borrower in Article 5 of the Agreement will be true and correct, both        
immediately before and after such extension of credit is made, as though        
such representations and warranties were made on and as of the date of such     
extension of credit; no actions, suits or proceedings will be pending           
against or affecting Borrower or any of its subsidiaries in any court of        
law or before any governmental agency which might reasonably be expected to     
adversely affect the business, operations or condition (financial or            
otherwise) of Borrower and its subsidiaries, taken as a whole; no material      
adverse change will have occurred in the business, operations or condition      
(financial or otherwise) of Borrower and its subsidiaries, taken as a           
whole, since the date of the Agreement; and no event which is (or with          
notice or lapse of time or both would be) an Event of Default under the         
Agreement, will have occurred and be continuing.  (If any of the foregoing      
statements is not true and correct, attach a statement specifying in detail     
the circumstances thereof and the actions Borrower is taking or proposes to     
take with respect thereto.)                                                     

4.     This Request for Credit is executed on _______________,                  
19__, by an authorized officer of Borrower, on behalf of Borrower.  The         
undersigned, in such capacity, hereby certifies each and every matter           
contained herein to be true and correct.                                        

"Borrower":                                                                     

THE TITAN CORPORATION, a Delaware  corporation                                  

By:     ____________________________________                                    

____________________________________                                
[Printed Name and Title]                                            

EXHIBIT C     

REQUEST FOR CONVERSION  

1.     This Request for Conversion is executed and delivered                    
by THE TITAN CORPORATION, a Delaware corporation (the "Borrower") to The        
Sumitomo Bank of California, as Agent, pursuant to that certain Amended and     
Restated Commercial Loan Agreement (as amended, modified or extended, the       
"Agreement") dated as of May 15, 1997, entered into by Borrower, the Agent      
and the Banks therein named.  Any terms used herein and not defined herein      
shall have the meanings defined in the Agreement.                               

2.     Borrower hereby requests that the Banks convert one or                   
more (i) outstanding Prime Rate Credits to Offshore Rate Credits,               
and/or (ii) one or more existing Offshore Rate Credits to other Offshore        
Rate Credits pursuant to the Agreement, as follows:                             

(a)     Total Amount of Prime Rate Credits to be Converted:                     
$_______________.                                                   

(b)     Existing Offshore Rate Credit to be Converted is in Amount              
of $_________ and has an Interest Period Expiring                   
____________.                                                       

(c)     Date of Conversion:  ______________, 19___.                             

(d)     Requesting Conversion to an Offshore Rate Credit with a __-             
day Interest Period, Commencing ________________ and Ending         
_______________.                                                    

3.     In connection with the conversion requested herein,                      
Borrower hereby represents, warrants and certifies to Agent and the Banks       
that, as of the date of the requested conversion set forth in paragraph         
2(b), above:  each representation and warranty made by Borrower in              
Article 5 of the Agreement will be true and correct, both immediately           
before and after such conversion is made, as though such representations        
and warranties were made on and as of the date of such conversion; no           
actions, suits or proceedings will be pending against or affecting Borrower     
or any of its subsidiaries in any court of law or before any governmental       
agency which might reasonably be expected to adversely affect the business,     
operations or condition (financial or otherwise) of Borrower and its            
subsidiaries, taken as a whole; no material adverse change will have            
occurred in the business, operations or condition (financial or otherwise)      
of Borrower and its subsidiaries, taken as a whole, since the date of the       
Agreement; and no event which is (or with notice or lapse of time or both       
would be) an Event of Default under the Agreement, will have occurred and       
be continuing.  (If any of the foregoing statements is not true and             
correct, attach a statement specifying in detail the circumstances thereof      
and the actions Borrower is taking or proposes to take with respect             
thereto.)                                                                       

4.     This Request for Conversion is executed on                               
_____________, 19__, by an authorized officer of Borrower, on behalf of         
Borrower.  The undersigned, in such capacity, hereby certifies each and         
every matter contained herein to be true and correct.                           

"Borrower":                                                                     

THE TITAN CORPORATION, a Delaware  corporation                                  

By:     ____________________________________                                    

____________________________________                                
[Printed Name and Title]                                            

EXHIBIT D           

REQUEST FOR LETTER OF CREDIT            

1.     This Request for Letter of Credit is executed and delivered              
by THE TITAN CORPORATION, a Delaware corporation (the "Borrower") to The        
Sumitomo Bank of California, as Agent, pursuant to that certain Amended and     
Restated Commercial Loan Agreement (as amended, modified or extended, the       
"Agreement") dated as of May 15, 1997 entered into by Borrower, the Agent       
and the Banks therein named.  Any terms used herein and not defined herein      
shall have the meanings defined in the Agreement.                               

2.     Borrower hereby requests that Sumitomo issue a letter of                 
credit for the account of Borrower pursuant to the Agreement, as follows:       

(a)     Face Amount of Letter of Credit:  $___________.                         

(b)     Date of Issuance:  _____________, 19__.                                 

(c)     Beneficiary under Letter of Credit:                                     

Name:       ________________________                                            
Address:    ________________________                                            
________________________                                
________________________                                

(d)     Expiry Date:      __________________, 19___                             

(e)     Documents to be submitted with drafts:                                  

(f)     Purpose of Letter of Credit: _____________________                      
____________________________________________                        

(g)     Additional Information/Terms: __________________                        
____________________________________________                        

3.     The requested letter of credit is (check one box only):                  

/__/  a new letter of credit in addition to letters of credit       
already outstanding.                                                

/__/  a supplement, modification, amendment, renewal, or extension  
to or of the following outstanding letter(s) of credit:             

_____________________________________________________                           
_____________________________________________________                           
_____________________________________________________                           

4.  The requested letter of credit is (check one box only):                     

/__/ a standby letter of credit.                                                

/__/ a commercial letter of credit.                                             

5.     In connection with the issuance of the letter of credit                  
requested herein, Borrower hereby represents, warrants, and certifies to        
Agent and the Banks that:                                                       

(a)     As of the date of issuance of the letter of credit                      
requested herein, each representation and warranty made by                      
Borrower in Article 5 of the Agreement will be true and correct,                
both immediately before and after the issuance of such letter of                
credit, as though such representations and warranties were made                 
on and as of the date of issuance of such letter of credit; no                  
actions, suits or proceedings will be pending against or                        
affecting Borrower or any of its subsidiaries in any court of law               
or before any governmental agency which might reasonably be                     
expected to adversely affect the business, operations or                        
condition (financial or otherwise) of Borrower and its                          
subsidiaries, taken as a whole; no material adverse change will                 
have occurred in the business, operations or condition (financial               
or otherwise) of Borrower and its subsidiaries, taken as a whole,               
since the date of the Agreement; and no event which is (or with                 
notice or lapse of time or both would be) an Event of Default                   
under the Agreement, will have occurred and be continuing.  (If                 
any of the foregoing statements is not true and correct, attach a               
statement specifying in detail the circumstances thereof and the                
actions Borrower is taking or proposes to take with respect                     
thereto.)                                                                       

(b)     Following the issuance of the letter of credit                          
requested herein, (i) the amount of all outstanding letters of                  
credit, including amounts drawn on letters of credit and not yet                
reimbursed by Borrower, will not exceed $5,000,000 in the                       
aggregate, and (ii) the amount of standby letters of credit                     
issued in favor of governmental agencies in lieu of worker's                    
compensation insurance premiums shall not exceed $200,000 in the                
aggregate.                                                                      

6.     This Request for Letter of Credit is executed on                         
___________, 19___, by an authorized officer of Borrower, on behalf of          
Borrower.  The undersigned, in such capacity, hereby certifies each and         
every matter contained herein to be true and correct.                           

"Borrower":                                                                     

THE TITAN CORPORATION, a Delaware  corporation                                  

By:     ____________________________________                                    

____________________________________                                
[Printed Name and Title]                                            

EXHIBIT A-1                                                           

AMENDED AND RESTATED REVOLVING LINE NOTE          

$14,000,000.00                                        May 15, 1997              
                                      Huntington Beach, California

FOR VALUE RECEIVED, the undersigned promises to pay to the order                
of The Sumitomo Bank of California, a California banking corporation (the       
"Bank"), the principal amount of FOURTEEN MILLION AND NO/100 DOLLARS            
($14,000,000.00) or such lesser aggregate amount of advances under the          
Revolving Line of Credit as may be made by the Bank pursuant to the Loan        
Agreement referred to below, together with interest on the principal amount     
of each advance by Bank under the Revolving Line of Credit remaining unpaid     
from time to time from and including the date of each such advance by Bank      
under the Revolving Line of Credit until the date of payment in full,           
payable as hereinafter set forth.  This Amended and Restated Revolving Line     
Note replaces and supersedes in its entirety that certain Revolving Note        
dated August 8, 1994 executed by the undersigned in favor of the Bank, as       
the same has been modified and amended to date.                                 

Reference is made to the Commercial Loan Agreement dated as of                  
even date herewith, by and among the undersigned, as Borrower, the Bank and     
Imperial Bank, collectively as the "Banks", and the Bank as the "Agent"         
(the "Loan Agreement").  Terms defined in the Loan Agreement and not            
otherwise defined herein are used herein with the meanings defined for          
those terms in the Loan Agreement.  This is one of the Revolving Line Notes     
referred to in the Loan Agreement, and any holder hereof is entitled to all     
of the rights, remedies, benefits and privileges provided for in the Loan       
Agreement as originally executed or as it may from time to time be              
supplemented, modified or amended.  The Loan Agreement, among other things,     
contains provisions for acceleration of the maturity hereof upon the            
happening of certain stated events upon the terms and conditions therein        
specified.                                                                      

The principal indebtedness evidenced by this Revolving Line Note                
shall be payable as provided in the Loan Agreement and in any event on          
May 31, 1998.                                                                   

Interest shall be payable on the outstanding daily unpaid                       
principal amount of advances by the Bank under the Revolving Line of Credit     
from and including the date of each advance until payment in full and shall     
accrue and be payable at the rates and on the dates set forth in the Loan       
Agreement both before and after default and before and after maturity and       
judgment, with interest on overdue principal and interest to bear interest      
at the rate set forth in Section 3.11 of the Loan Agreement, to the fullest     
extent permitted by applicable law.                                             

Each payment hereunder shall be made to the Agent on behalf of                  
the Bank in immediately available funds not later than 4:00 p.m.                
(Los Angeles time) on the day of payment (which must be a Banking Day).         
All payments received after 4:00 p.m. (Los Angeles time) on any particular      
Banking Day shall be deemed received on the next succeeding Banking Day.        
All payments shall be made in lawful money of the United States of America.     

The Bank shall use its best efforts to keep a record of advances                
under the Revolving Line of Credit made by it and payments received by it       
with respect to this Revolving Line Note, and, absent manifest error, such      
record shall be presumptive evidence of the amounts owing under this            
Revolving Line Note.                                                            

The undersigned hereby promises to pay all costs and expenses of                
any rightful holder hereof incurred in collecting the undersigned's             
obligations hereunder or in enforcing or attempting to enforce any of such      
holder's rights hereunder, including reasonable attorneys' fees and             
disbursements (including the allocated costs of in-house counsel), whether      
or not an action is filed in connection therewith.                              

Subject to the provisions of the Loan Agreement, the undersigned                
hereby waives presentment, demand for payment, dishonor, notice of              
dishonor, protest, notice of protest and any other notice or formality, to      
the fullest extent permitted by applicable law.                                 

This Revolving Line Note shall be delivered to and accepted by                  
the Bank in the State of California, and shall be governed by, and              
construed and enforced in accordance with, the local laws thereof.              

THE TITAN CORPORATION, a                                                        
Delaware corporation                                                            

By:                                                                             
/s/_____________________________                                                

_Eric DeMarco, Sr. V.P. & CFO___                                                
[Printed Name & Title]                                                        

EXHIBIT A-2                                                           

REVOLVING LINE NOTE       

$10,000,000.00                                               May 15, 1997       
                                      Huntington Beach, California

FOR VALUE RECEIVED, the undersigned promises to pay to the order                
of Imperial Bank, a California banking corporation (the "Bank"), the            
principal amount of TEN MILLION AND NO/100 DOLLARS ($10,000,000.00) or such     
lesser aggregate amount of advances under the Revolving Line of Credit as       
may be made by the Bank pursuant to the Loan Agreement referred to below,       
together with interest on the principal amount of each advance by Bank          
under the Revolving Line of Credit remaining unpaid from time to time from      
and including the date of each such advance by Bank under the Revolving         
Line of Credit until the date of payment in full, payable as hereinafter        
set forth.                                                                      

Reference is made to the Amended and Restated Commercial Loan                   
Agreement dated as of even date herewith, by and between the undersigned,       
as Borrower, the Bank and The Sumitomo Bank of California, collectively as      
the "Banks", and The Sumitomo Bank of California as the "Agent" (the "Loan      
Agreement").  Terms defined in the Loan Agreement and not otherwise defined     
herein are used herein with the meanings defined for those terms in the         
Loan Agreement.  This is one of the Revolving Line Notes referred to in the     
Loan Agreement, and any holder hereof is entitled to all of the rights,         
remedies, benefits and privileges provided for in the Loan Agreement as         
originally executed or as it may from time to time be supplemented,             
modified or amended.  The Loan Agreement, among other things, contains          
provisions for acceleration of the maturity hereof upon the happening of        
certain stated events upon the terms and conditions therein specified.          

The principal indebtedness evidenced by this Revolving Line Note                
shall be payable as provided in the Loan Agreement and in any event on          
May 31, 1998.                                                                   

Interest shall be payable on the outstanding daily unpaid                       
principal amount of advances by the Bank under the Revolving Line of Credit     
from and including the date of each advance until payment in full and shall     
accrue and be payable at the rates and on the dates set forth in the Loan       
Agreement both before and after default and before and after maturity and       
judgment, with interest on overdue principal and interest to bear interest      
at the rate set forth in Section 3.11 of the Loan Agreement, to the fullest     
extent permitted by applicable law.                                             

Each payment hereunder shall be made to the Agent on behalf of                  
the Bank in immediately available funds not later than 4:00 p.m.                
(Los Angeles time) on the day of payment (which must be a Banking Day).         
All payments received after 4:00 p.m. (Los Angeles time) on any particular      
Banking Day shall be deemed received on the next succeeding Banking Day.        
All payments shall be made in lawful money of the United States of America.     

The Bank shall use its best efforts to keep a record of advances                
made by it under the Revolving Line of Credit made by it and payments           
received by it with respect to this Revolving Line Note, and, absent            
manifest error, such record shall be presumptive evidence of the amounts        
owing under this Revolving Line Note.                                           

The undersigned hereby promises to pay all costs and expenses of                
any rightful holder hereof incurred in collecting the undersigned's             
obligations hereunder or in enforcing or attempting to enforce any of such      
holder's rights hereunder, including reasonable attorneys' fees and             
disbursements (including the allocated costs of in-house counsel), whether      
or not an action is filed in connection therewith.                              

Subject to the provisions of the Loan Agreement, the undersigned                
hereby waives presentment, demand for payment, dishonor, notice of              
dishonor, protest, notice of protest and any other notice or formality, to      
the fullest extent permitted by applicable law.                                 

This Revolving Line Note shall be delivered to and accepted by                  
the Bank in the State of California, and shall be governed by, and              
construed and enforced in accordance with, the local laws thereof.              

THE TITAN CORPORATION, a                                                        
Delaware corporation                                                            

By:                                                                             
/s/_____________________________                                                

_Eric DeMarco, Sr. V.P. & CFO___                                                
[Printed Name & Title]                                                        

CONTINUING GUARANTY             

For valuable consideration, the undersigned (collectively "Guarantors")         
unconditionally guarantee and promise to pay to The Sumitomo Bank of            
California, a California banking corporation ("Sumitomo") and Imperial          
Bank, a California banking corporation ("Imperial"), or order, on demand,       
in lawful money of the United States, any and all Indebtedness of The Titan     
Corporation, a Delaware corporation ("Borrower"), to Sumitomo and Imperial.     
As used herein, Sumitomo and Imperial are sometimes collectively referred     
to as the "Banks" and individually referred to as a "Bank".  The word           
"Indebtedness" is used herein in its most comprehensive sense and includes      
any and all advances, debts, obligations and liabilities of Borrower            
heretofore, now, or hereafter made, incurred or created, whether voluntary      
or involuntary and however arising, whether due or not due, absolute or         
contingent, liquidated or unliquidated, determined or undetermined, and         
whether Borrower may be liable individually or jointly with others, or          
whether recovery upon the Indebtedness may be or hereafter becomes barred       
by any statute of limitations, or whether the Indebtedness may be or            
hereafter becomes otherwise unenforceable.                                      

1.     Liability.   The Indebtedness guaranteed hereby for which Guarantors     
shall be liable shall include, without limitation, all indebtedness and         
obligations owing in connection with that certain Amended and Restated          
Commercial Loan Agreement dated May 15, 1997, executed by and among the         
Banks, Borrower, and Sumitomo as the "Agent"  (as the same may be modified      
or amended from time to time, the "Loan Agreement"), pursuant to which the      
Banks have agreed to advance to Borrower up to Twenty-Four Million Dollars      
($24,000,000).                                                                  

2.     Continuing Guaranty.  This is a continuing guaranty relating to any      
Indebtedness, including that arising under successive transactions which        
shall either continue or from time to time renew the Indebtedness whether       
or not any prior Indebtedness has been satisfied.  This guaranty shall not      
apply to any new Indebtedness created after actual receipt by Banks of          
written notice of its revocation.  Revocations of this guaranty must be in      
writing.  Said written revocation shall not apply to extensions or renewals     
of Indebtedness in existence at the time of receipt of the written              
revocation, or any advances made in connection with the Indebtedness            
existing at the time of the receipt of the written revocation.                  
Notwithstanding the full payment of any Indebtedness, this guaranty shall       
remain in effect or be reinstated with respect to such Indebtedness if, in      
connection with bankruptcy, insolvency or similar proceedings filed by or       
against Borrower, a court enters an order or judgment compelling or             
requiring Banks to return any or all payments made with respect to such         
Indebtedness.                                                                   

3.     Obligations of Guarantors are Independent.  The obligations              
hereunder are independent of the obligations of Borrower, and a separate        
action or actions may be brought and prosecuted against Guarantors whether      
action is brought against Borrower or whether Borrower is joined in any         
such action or actions; and Guarantors waive the benefit of any statute of      
limitations affecting their liability hereunder or the enforcement thereof      
to the extent permitted by law.  Any partial payment by Borrower or other       
circumstance which operates to toll any statute of limitations as to            
Borrower shall operate to toll the statute of limitations as to Guarantors.     
In addition, the obligations hereunder are in addition to the obligations     
of Guarantors under any other present or future guaranty of any liability       
or obligation of Borrower or any other person.  One of the Guarantors           
(Titan Information Systems Corporation, a Delaware corporation ("TISC"))        
previously executed that certain Continuing Guaranty dated September 6,         
1996 in favor of Sumitomo (the "Existing TISC Guaranty").  This guaranty is     
intended to supersede and replace in its entirety the Existing TISC             
Guaranty.                                                                       

4.     Authority to Modify Indebtedness.  Guarantors authorize Banks,           
without notice or demand and without affecting their liability hereunder or     
under any other document related to the Indebtedness to which any of the        
Guarantors is a party, from time to time to (a) renew, compromise, extend,      
amend, waive, restructure, refinance, release, accelerate or otherwise          
change the time for payment of, or otherwise change the terms of the            
Indebtedness or any part thereof, including increasing or decreasing the        
Indebtedness or the rate of interest thereon; (b) accept new or additional      
documents, instruments or agreements relative to the Indebtedness;              
(c) consent to the change, restructure or termination of the corporate          
structure of Borrower and correspondingly restructure the Indebtedness;         
(d) take and hold security or additional guarantees for the payment of this     
guaranty or the Indebtedness guaranteed, and amend, alter, exchange,            
substitute, transfer, enforce, waive, subordinate, terminate or release any     
such security; (e) apply such security and direct the order or manner of        
sale thereof as Sumitomo acting as Agent for the Banks pursuant to the Loan     
Agreement (the "Agent") in its discretion may determine; (f) release or         
substitute any one or more of the endorsers or guarantors; (g) accept           
partial payment on the Indebtedness; and (h) assign this guaranty in whole      
or in part.                                                                     

5.     Waiver of Rights and Defenses.  Guarantors waive any right to            
require Banks to (a) proceed against Borrower or any other person;              
(b) proceed against or exhaust any security held from Borrower; or              
(c) pursue any other remedy in Banks' power whatsoever.  Agent may, at its      
election, exercise any right or remedy it may have against Borrower or any      
security held by Agent or Banks, including without limitation the right to      
foreclose upon any such security by judicial or nonjudicial sale, without       
affecting or impairing in any way the liability of Guarantors hereunder         
except to the extent the Indebtedness has been paid, and Guarantors waive       
any defense arising out of the absence, impairment or loss of any right of      
reimbursement or subrogation or other right or remedy of Guarantors against     
Borrower or any such security, whether resulting from such election by          
Agent or otherwise.  Without limiting the foregoing or any other provision      
of this guaranty, Guarantors waive any defense based upon or arising by         
reason of:  (i) any disability or other defense of Borrower or any other        
person; (ii) the cessation or limitation from any cause whatsoever, other       
than payment in full, of the Indebtedness of Borrower or any other person;      
(iii) any lack of authority of any officer, director, partner, agent or any     
other person acting or purporting to act on behalf of Borrower, or any          
defect in the formation of Borrower; (iv) the application by Borrower of        
the proceeds of any Indebtedness for purposes other than the purposes           
represented by Borrower to Guarantors and/or Banks, or intended or              
understood by Guarantors and/or Banks; (v) any act or omission by Agent or      
Banks which directly or indirectly results in or aids the discharge of Bor-     
rower or any Indebtedness by operation of law or otherwise; or (vi) any         
modification of the Indebtedness, in any form whatsoever, including any         
modification made after revocation hereof, to any Indebtedness incurred         
prior to such revocation, and including without limitation the renewal,         
extension, acceleration or other change in time for payment of the              
Indebtedness, or other change in the terms of the Indebtedness or any part      
thereof, including increase or decrease of the rate of interest thereon.        
Until all Indebtedness of Borrower to Banks shall have been paid in full,       
even though such Indebtedness is in excess of Guarantors' liability here-       
under, Guarantors shall have no right of subrogation, and waive any right       
to enforce any remedy which Agent or Banks now have or may hereafter have       
against Borrower, and waive any benefit of, and any right to participate        
in, any security now or hereafter held by Agent or Banks.  Guarantors waive     
all presentments, demands for performance, notices of non-performance,          
protests, notices of protest, notices of dishonor, and notices of               
acceptance of this guaranty and of the existence, creation, or incurring of     
new or additional Indebtedness.                                                 

Without limiting the generality of the foregoing, Guarantors expressly          
waive any right, defense or benefit under California Civil Code Sections        
2809, 2810, 2819, 2845, 2849, 2850, and 2855, and California Code of Civil      
Procedure Sections 337, 580a, 580b, 580d and any amendments thereto.            
Guarantors waive all rights and defenses arising out of an election of          
remedies by Agent or Banks, even though that election of remedies, such as      
nonjudicial foreclosure with respect to security for a guaranteed               
obligation, has destroyed Guarantors' rights of subrogation and                 
reimbursement against Borrower by the operation of Section 580d of the          
California Code of Civil Procedure or otherwise.  As an additional              
explanation, and without limiting the foregoing in any manner, Agent may        
elect to foreclose upon any real property securing the Indebtedness of          
Borrower pursuant to the power of sale contained in any deed of trust           
securing the Indebtedness or by a lawsuit to establish any deficiency           
between the Indebtedness and the value of the real property.  If Agent          
elects to foreclose pursuant to the power of sale in any deed of trust,         
California courts have held that Guarantors will have a defense to any          
deficiency because Guarantors' subrogation rights against Borrower will be      
cut off by Section 580d of the California Code of Civil Procedure.  The         
loss of those subrogation rights gives Guarantors immunity from any             
deficiency judgment.  Guarantors, with full understanding of this immunity,     
and in return for Banks' agreement to extend credit to Borrower, hereby         
waive, in advance, the benefit of this antideficiency defense and               
relinquish the right to immunity from a deficiency judgment, if Agent           
elects to foreclose by sale under the power of sale contained in any deed       
of trust.                                                                       

6.     Benefit to Guarantors; Information About Borrower's Financial            
Condition.  Each Guarantor is a wholly-owned subsidiary of Borrower and, as     
such, will benefit from the Banks extending credit to Borrower pursuant to      
the Loan Agreement.  Guarantors assume the responsibility for being and         
keeping themselves informed of the business, operation and financial            
condition of Borrower and of all other circumstances bearing upon the risk      
of nonpayment of the Indebtedness which diligent inquiry would reveal, and      
agree that absent a written request for such information by Guarantors,         
Agent and Banks shall have no duty to advise Guarantors of any information,     
matter, fact or thing now or hereafter known to it regarding such               
conditions or any such circumstance.                                            

7.     Liens and Setoff.  In addition to all liens upon, and rights of          
setoff against the moneys, securities or other property of Guarantors given     
to Banks by law, Banks shall have a lien upon and a right of setoff against     
all moneys, securities and other property of Guarantors, now or hereafter       
in the possession of or on deposit with Banks, whether held in a general or     
special account or deposit, or for safekeeping or otherwise; and every such     
lien and right of setoff may be exercised without demand upon or notice to      
Guarantors.  No lien or right of setoff shall be deemed to have been waived     
by any act or conduct on the part of Agent or Banks, or by any neglect to       
exercise such right of setoff or to enforce such lien, or by any delay in       
so doing; and every right of setoff and lien shall continue in full force       
and effect until such right of setoff or lien is specifically waived or         
released by an instrument in writing executed by Banks.                         

8.     Acceleration.  If this guaranty is secured by a deed of trust, the       
deed of trust contains the following statement (Due on Sale clause):  Upon      
default by Trustor in payment of any indebtedness secured hereby or in          
performance of any agreement hereunder, or in the event Trustor or any          
successor in interest to Trustor in the property sells, conveys, alienates,     
assigns or transfers said property, or any part thereof, or any interest        
therein, or becomes divested of Trustor's title or any interest therein in      
any manner of way, whether voluntary or involuntary.  Beneficiary shall         
have the right, at its option, to declare said note or notes and any other      
indebtedness or obligation secured hereby, irrespective of maturity dates       
specified in any note or written agreement evidencing the same, immediately     
due and payable without notice or demand, and no wavier of this right shall     
be valid or enforceable unless in writing and signed by Beneficiary.            

9.     Subordination.  Any Indebtedness of Borrower now or hereafter held       
by Guarantors is hereby subordinated to the Indebtedness of Borrowers to        
Banks; and such Indebtedness of Borrower to Guarantors is hereby assigned       
to Banks as security for this guaranty and if Agent so requests shall be        
collected, enforced and received by Guarantors as trustees for Banks and be     
paid over to Banks on account of the Indebtedness of Borrower to Banks, but     
without reducing or affecting in any manner the liability of Guarantors         
under the other provisions of this guaranty.                                    

10.     Waiver of Rights of Subrogation.  Notwithstanding anything to the       
contrary contained herein or in any other document to which any of the          
Guarantors is a party, Guarantors expressly waive any and all rights to         
subrogation, reimbursement, exoneration, contribution, setoff or any other      
rights that could accrue to a surety against a principal, to a guarantor        
against a maker or obligor, to an accommodation party against the party         
accommodated, or to a holder or transferee against a maker, and which any       
of the Guarantors may have or hereafter acquire against Borrower or any         
other person in connection with or as a result of Guarantors' execution,        
delivery and/or performance of this guaranty or any other document to which     
any of the Guarantors is a party, whether or not such claim, remedy or          
right arises in equity, or under contract, statute or common law.               
Guarantors shall not have or assert any such rights against Borrower or         
Borrower's successors and assigns or any other person (including any            
surety), either directly or as an attempted setoff to any action commenced      
against any of the Guarantors by Borrower (as borrower or in any other          
capacity), Agent, Banks or any other person.  Guarantors hereby acknowledge     
and agree that this waiver is intended to benefit Borrower, Agent and Banks     
and shall not limit or otherwise affect Guarantors' liability under this        
guaranty, under any other document to which any of the Guarantors is a          
party, or the enforceability hereof or thereof.  In furtherance, and not in     
limitation, of the preceding waiver, Guarantors agree that any payments         
made by them under this guaranty shall be deemed a contribution to the          
capital of Borrower or other obligated party and any such payment shall not     
cause Guarantors to become creditors of Borrower or other such party.           

11.     Additional Representations and Warranties.  Without limiting any        
other provision of this guaranty, Guarantors represent and warrant that (a)     
there is an express benefit, either directly or indirectly, to Guarantors       
in executing this guaranty, which offsets their liability to Banks under        
this guaranty; (b) this guaranty is executed at Borrower's request;             
(c) each Guarantor has not and shall not, without the prior written consent     
of Agent, sell, lease, assign, encumber, hypothecate, transfer or otherwise     
dispose of all or a substantial or material part of such Guarantor's assets     
other than in the ordinary course of business; and (d) neither Agent nor        
Banks have made any representation to any Guarantor as to the                   
creditworthiness of Borrower.                                                   

12.     Transfer of Guaranty.  This guaranty shall, without further             
reference, pass to and may be relied upon and enforced by any successor or      
assignee of any Bank and any transferee or subsequent holder of any of the      
Indebtedness.                                                                   

13.     Authority of Officers.  It is not necessary for Banks to inquire        
into the powers of Borrower or the officers, directors or agents acting or      
purporting to act on Borrower's behalf, and any Indebtedness made or            
created in reliance upon the professed exercise of such powers shall be         
guaranteed hereby.                                                              

14.     Attorneys' Fees.  Guarantors agree to pay a reasonable attorneys'       
fee and all other costs and expenses which may be incurred by Agent and         
Banks in the enforcement of this guaranty.                                      

15.     Rights Cumulative.  The rights, powers and remedies given to Banks      
by this guaranty are cumulative and shall be in addition to and independent     
of all rights, powers and remedies given Banks by virtue of any statute,        
rule of law, or any agreement between Guarantors and Banks or between           
Borrower and Banks.  Any forbearance or failure or delay by Agent or Banks      
in exercising any right, power or remedy hereunder shall not preclude the       
further exercise thereof; and every right, power and remedy of Banks shall      
continue in full force and effect until such right, power or remedy is          
specifically waived by an instrument in writing signed by Banks.                

16.     Successors and Assigns.  This guaranty shall bind each Guarantor's      
successors and assigns.  Banks may without notice assign this guaranty in       
whole or in part.                                                               

17.     Applicable Law.  This guaranty shall be governed by, and construed      
in accordance with, the laws of the State of California.                        

18.     Joint and Several.  The obligations of Guarantors hereunder are         
joint and several.                                                              

19.     Section Headings.  The section headings used in this guaranty are       
for convenience of reference only and shall not limit or otherwise affect       
this guaranty.                                                                  

20.     Singular, Plural.  Whenever the context requires, all words used in     
the singular will be construed to have been used in the plural, and vice        
versa, and each gender will include any other gender.  Therefore, in all        
cases where there is but a single Borrower or a single Guarantor, then all      
words used herein in the plural shall be deemed to have been used in the        
singular where the context and construction so require; and when there is       
more than one Borrower named herein, or when this guaranty is executed by       
more than one Guarantor, the word "Borrowers" and the word "Guarantors"         
respectively shall mean all and any one or more of them.                        

21.     Modification.  This guaranty may not be amended or modified except      
by a writing executed by Banks and Guarantors.                                  

22.     Acknowledgments.  Guarantors acknowledge that they have read and        
fully understood all of the provisions of this guaranty.                        

IN WITNESS WHEREOF, the undersigned Guarantors have executed this guaranty      
as of May 15, 1997.                                                             

"Guarantors":                                                                   

TITAN INFORMATION SYSTEMS CORPORATION, a Delaware corporation                   

By /s/____________________________________                                      

_Philip J. Englund, Secretary__________                                   
[Printed Name and Title]                                                  

PULSE SCIENCES, INC., a  California                                             
corporation                                                                     

By /s/____________________________________                                      

_Eric DeMarco, Assistant Financial Officer                                
[Printed Name and Title]                                                  

FEDERAL SERVICE, INC., a  _California_____                                      
corporation                                                                     

By /s/____________________________________                                      

_Eric DeMarco, V.P. & CFO______________                                   
[Printed Name and Title]                                                

TITAN ENVIRONMENTAL CORPORATION, a  Delaware corporation                        

By /s/____________________________________                                      

_Eric DeMarco, V.P. & CFO______________                                   
[Printed Name and Title]                                                  

ELDYNE, INC., a  California corporation                                         

By /s/____________________________________                                      

_Eric DeMarco, Sr. V.P. & CFO__________                                   
[Printed Name and Title]                                                

UNIDYNE CORPORATION, a Virginia corporation                                     

By /s/____________________________________                                      

_Eric DeMarco, Sr. V.P. & CFO__________                                   
[Printed Name and Title]                              

DIVERSIFIED CONTROL SYSTEMS, INC., a Delaware corporation                       

By /s/____________________________________                                      

_Eric DeMarco, Sr. V.P. & CFO__________                                   
[Printed Name and Title]                              

TOMO THERAPEUTICS, INC., a Delaware corporation                                 

By /s/____________________________________                                      

_Eric DeMarco, CFO_____________________                                   
[Printed Name and Title]                              

TITAN BROADBAND COMMUNICATIONS CORPORATION, a Delaware corporation              

By /s/____________________________________                                      

_Eric DeMarco, V.P. & CFO______________                                   
[Printed Name and Title]                                                  

AMENDMENT TO EXISTING SECURITY DOCUMENTS              

This Amendment to Existing Security Documents ("Amendment") is entered          
into by and between The Sumitomo Bank of California, as agent                   
("Agent") for itself and Imperial Bank under the Amended and Restated           
Loan Agreement (described below), The Sumitomo Bank of California, in           
its individual capacity ("Sumitomo"), Imperial Bank ("Imperial"), The           
Titan Corporation, a Delaware corporation ("Titan"), and Titan                  
Information Systems Corporation, a Delaware corporation ("TISC"), and           
is made with reference to the facts set forth in the Recitals below.            

I. RECITALS                                                                     

A.     Substantially concurrently herewith, Agent (as agent for                 
Sumitomo and Imperial), Sumitomo (in its individual capacity) and               
Imperial, as the Banks, and Titan, as the Borrower, are entering into           
that certain Amended and Restated Commercial Loan Agreement of                  
substantially even date herewith (the "Amended and Restated Loan                
Agreement").  Pursuant to the Amended and Restated Loan Agreement,              
Imperial will be added as a lender to the credit facility being                 
amended and restated in connection therewith, the credit facility will          
be increased from $14,000,000 to $24,000,000, and certain other                 
modifications to the existing credit facility will be made as more              
fully specified therein.                                                        

B.     To evidence the advances under the Amended and Restated Loan             
Agreement, Titan shall execute (i) in favor of Sumitomo, that certain           
Amended and Restated Revolving Line Note of substantially even date             
herewith in the original principal amount of $14,000,000, and (ii) in           
favor of Imperial, that certain Revolving Line Note of substantially            
even date herewith in the original principal amount of $10,000,000              
(collectively, the "Revolving Line Notes").                                     

C.     The parties hereto wish to amend the existing security                   
documents (described below) to reflect that they now secure the                 
Amended and Restated Loan Agreement, the Revolving Line Notes, all              
other Ancillary Documents, and all indebtedness and obligations owing           
to Agent, Sumitomo and Imperial thereunder, in additional to any and            
all other indebtedness and obligations stated to be secured thereby;            
and otherwise wish to amend the Existing Security Documents as                  
specified below.  As used herein, the "Existing Security Documents"             
mean each of the following (together with any and all other security            
agreements, pledge agreements, assignments, or other collateral                 
documents securing any or all indebtedness or obligations owing under           
the credit facility being amended pursuant to the Amended and Restated          
Loan Agreement):                                                                

(i)     That certain Pledge Agreement dated as of September 6, 1996,            
executed by Titan, as debtor, in favor of Sumitomo, as secured party            
(the "Pledge Agreement");                                                       

(ii)     That certain Security Agreement dated as of September 6,               
1996, executed by Titan, as grantor, in favor of Sumitomo, as secured           
party (the "Titan Security Agreement");                                         

(iii)     That certain Security Agreement dated as of September 6,              
1996, executed by TISC, as grantor, in favor of Sumitomo, as secured            
party  (the "TISC Security Agreement");                                         

(iv)     That certain Patent Collateral Assignment dated as of                  
September 6, 1996, executed by Titan, as grantor, in favor of                   
Sumitomo, as secured party, as supplemented by the Supplement to                
Patent Collateral Assignment dated December 3, 1996, (the "Titan                
Patent Collateral Assignment"); and                                             

(v)     That certain Patent Collateral Assignment dated as of                   
September 6, 1996, executed by TISC, as grantor, in favor of Sumitomo,          
as secured party (the "TISC Patent Collateral Assignment").                     

D.     In addition to the Existing Security Documents, certain                  
additional, new security agreements, financing statements and possibly          
other security documents shall be executed by Eldyne, Inc. and Unidyne          
Corporation in connection with the Amended and Restated Loan                    
Agreement.                                                                      

II.                                                                   
AMENDMENT                                                             

NOW, THEREFORE, in order to induce Sumitomo and Imperial to enter into          
the Amended and Restated Loan Agreement, and for other good and                 
valuable consideration, the receipt and sufficiency of which are                
hereby acknowledged, Agent, Sumitomo, Imperial, Titan and TISC hereby           
agree as follows:                                                               

1.     Defined Terms:  Capitalized terms used in this Amendment and             
not otherwise defined herein shall have the meanings given such terms           
in the Amended and Restated Loan Agreement.                                     

2.     Amendments to Existing Security Documents.  Each of the                  
Existing Security Documents is hereby amended and modified as follows:          

(a)     In addition to any and all other indebtedness and obligations           
stated to be secured thereby, each of the Existing Security Documents           
shall secure all indebtedness and obligations of Titan under the                
Amended and Restated Loan Agreement, the Revolving Line Notes, the              
Ancillary Documents, and all indebtedness and obligations owing to              
Agent, Imperial and Sumitomo thereunder (collectively, the "Amended             
and Restated Secured Obligations").  Without limiting the foregoing,            
(i) as used in the Pledge Agreement, the term "indebtedness" shall              
include, without limitation, the Amended and Restated Secured                   
Obligations; (ii) as used in the Titan Security Agreement and the TISC          
Security Agreement, the term "Obligations" shall include, without               
limitation, the Amended and Restated Secured Obligations, and (iii) as          
used in the Titan Patent Collateral Assignment and the TISC Patent              
Collateral Assignment, the term "Secured Obligations" shall include,            
without limitation, the Amended and Restated Secured Obligations;               

(b)     Any references in any of the Existing Security Documents                
(i) to the "Loan Agreement," shall be deemed to be references to the            
Amended and Restated Loan Agreement, (ii) to the "Note," shall be               
deemed to be references to the Revolving Line Notes, and (iii) to the           
"Loan Documents," or to any other documents or agreements, shall mean           
each of such loan documents or other documents and agreements as                
amended or modified pursuant to the Amended and Restated Loan                   
Agreement, this Amendment, or the other documents executed in                   
connection herewith;                                                            

(c)     Each reference in each of the Existing Security Documents to            
the "Secured Party" shall be deemed to be a reference to the Agent (as          
agent for Sumitomo and Imperial under the Amended and Restated Loan             
Agreement).  Titan and TISC hereby reaffirm, and grant and pledge               
anew, in favor of Agent, for the benefit of Sumitomo and Imperial, all          
pledges, liens, security interests, assignments, and other agreements           
with respect to the collateral contained in each of the Existing                
Security Documents, to secure the Amended and Restated Secured                  
Obligations and all other indebtedness and obligations stated in each           
of the Existing Security Documents to be secured thereby.                       

3.     Reaffirmation of Covenants and Agreements.  Without limiting             
paragraph 2(c) above, Titan and TISC hereby reaffirm, in favor of               
Agent (for the benefit of Sumitomo and Imperial under the Amended and           
Restated Loan Agreement) all covenants and agreements of Titan and              
TISC under the Existing Security Documents.  Titan and TISC further             
acknowledge and agree that there is no existing default by Sumitomo             
under any of the Existing Security Documents, or under any obligations          
or agreements secured thereby; and as of the date hereof neither Titan          
nor TISC have any defenses, offsets, or claims with respect to the              
repayment of any and all indebtedness secured by the Existing Security          
Documents.                                                                      

4.     Existing Security Documents in Full Force and Effect.  Except            
as specifically amended or modified by this Amendment, the Existing             
Security Documents shall remain unmodified and in full force and                
effect.                                                                         

5.     Conditions to Effectiveness.  Agent may, in its sole                     
discretion, condition the effectiveness of this Amendment on the                
satisfaction (or waiver by Agent in writing, in its sole discretion)            
of any and all conditions to the effectiveness of the Amended and               
Restated Credit Agreement specified therein.                                    

Dated as of May 15, 1997.                                                       

"Agent":                                                                        

THE SUMITOMO BANK OF CALIFORNIA, a California banking corporation, as           
Agent for itself and Imperial Bank                                              

By:     /s/_________________________________                                    
Sajeda Simjee, Vice President                                   

"Sumitomo":                                                                     

THE SUMITOMO BANK OF CALIFORNIA, a California banking corporation, in           
its individual capacity                                                         

By:     /s/_________________________________                                    
Sajeda Simjee, Vice President                                   

"Imperial":                                                                     

IMPERIAL BANK, a California banking corporation                                 

By:     /s/_________________________________                                    
Tim Bubnack, Vice President                                     

"Titan":                                                                        

THE TITAN CORPORATION, a Delaware corporation                                   

By:     /s/_________________________________                                    

_Eric DeMarco, Sr. V.P. & CFO_______                            
[Printed Name and Title]                                        

"TISC":                                                                         

TITAN INFORMATION SYSTEMS CORPORATION, a Delaware corporation                   

By:     /s/_________________________________                                    

_Philip J. Englund, Secretary_______                            
[Printed Name and Title]                                        

SECURITY AGREEMENT          
(Unidyne Corporation)         

This SECURITY AGREEMENT ("Agreement"), dated as of May 15, 1997, is made by     
UNIDYNE CORPORATION, a Virginia corporation ("Grantor"), in favor of THE        
SUMITOMO BANK OF CALIFORNIA, as Agent for itself and IMPERIAL BANK pursuant     
to the Loan Agreement described below ("Secured Party"), with reference to      
the following facts:                                                            

RECITALS                                                              

A.     Pursuant to that certain Amended and Restated Commercial Loan            
Agreement of even date herewith by and between The Titan Corporation            
("Borrower"), as borrower, and The Sumitomo Bank of California (on behalf       
of itself and as agent) and Imperial Bank, as lenders ("Lenders") (and as       
such agreement may from time to time be further supplemented, modified,         
amended, renewed, extended or supplanted, the "Loan Agreement"), Lenders        
have agreed to extend certain credit facilities to Borrower.                    

B.     The Loan Agreement provides, as a condition precedent to Lenders'        
obligation to extend additional credit facilities to Borrower, that Grantor     
shall grant to Secured Party a security interest in certain of its assets       
under the terms and conditions set forth in this Agreement.                     

AGREEMENT                                                             

NOW, THEREFORE, in order to induce Lenders to continue to extend credit         
facilities to Borrower under the Loan Agreement, and for other good and         
valuable consideration, the receipt and adequacy of which hereby are            
acknowledged, Grantor hereby represents, warrants, covenants, agrees,           
assigns and grants as follows:                                                  

1.     Definitions.  This Agreement is one of the Security Agreements           
referred to in the Loan Agreement and is one of the loan documents referred     
to therein.  Terms defined in the Loan Agreement and not otherwise defined      
in this Agreement shall have the meanings given those terms in the Loan         
Agreement.  Terms defined in the California Commercial Code and not             
otherwise defined in the Agreement or in the Loan Agreement shall have the      
meanings defined for those terms in the California Commercial Code.  The        
following terms shall have the meanings respectively set forth after each:      
"Agreement" means this Security Agreement and any extensions,                   
modifications, renewals, restatements, supplements or amendments hereof.        

"Collateral" means all present and future right, title and interest of          
Grantor in or to any property or assets whatsoever, and all rights and          
powers of Grantor to transfer any interest in or to any property or assets      
whatsoever, including, without limitation, any and all of the following         
property:                                                                       

(1)     All present and future accounts, accounts receivable, agreements,       
contracts, leases, contract rights, rights to payment, instruments,             
documents, chattel paper, security agreements, guaranties, undertakings,        
surety bonds, insurance policies, notes and drafts, and all forms of            
obligations owing to Grantor or in which Grantor may have any interest,         
however created or arising;                                                     

(2)     All present and future general intangibles, all tax refunds of          
every kind and nature to which Grantor now or hereafter may become              
entitled, however arising, all other refunds, and all deposits, goodwill,       
choses in action, trade secrets, computer programs, software, customer          
lists, trademarks, trade names, patents, licenses, copyrights, technology,      
processes, proprietary information, franchises and insurance proceeds;          

(3)     All present and future deposit accounts of Grantor, including,          
without limitation, any demand, time, savings, passbook or like account         
maintained by Grantor with any bank, savings and loan association, credit       
union or like organization, and all money, cash and cash equivalents of         
Grantor, whether or not deposited in any such deposit account;                  

(4)     All present and future books and records, including, without            
limitation, books of account and ledgers of every kind and nature, all          
electronically recorded data relating to Grantor or the business thereof,       
all receptacles and containers for such records, and all files and              
correspondence;                                                                 

(5)     All present and future goods, including, without limitation, all        
consumer goods, farm products, inventory, equipment, machinery, tools,          
molds, dies, furniture, furnishings, fixtures, trade fixtures, motor            
vehicles and all other goods used in connection with or in the conduct of       
Grantor's business, including without limitation, all goods as defined in       
Section 9109(2) of the California Commercial Code;                              
(6)     All present and future inventory and merchandise, including,            
without limitation, all present and future goods held for sale or lease or      
to be furnished under a contract of service, all raw materials, work in         
process and finished goods, all packing materials, supplies and containers      
relating to or used in connection with any of the foregoing, and all bills      
of lading, warehouse receipts or documents of title relating to any of the      
foregoing;                                                                      

(7)     All presently existing and filed, or hereafter acquired patents and     
pending patent applications and United States and international                 
registrations thereof, the right to sue for past, present, and future           
infringements, all rights corresponding thereto throughout the world, and       
all reissues, divisions, continuations, renewals, extensions and                
continuations-in-part thereof and all improvements thereon and inventions       
relating thereto and all proceeds of the foregoing, including but not           
limited to, proceeds of licensing; (b) all applications, registrations, and     
recordings relating to the foregoing in the United States Patent and            
Trademark Office or in any similar office or agency of the United States,       
any State thereof, or any political subdivision thereof, or in any other        
countries, and all reissues, extensions, and renewals thereof;                  

(8)     All present and future accessions, appurtenances, components,           
repairs, repair parts, spare parts, replacements, substitutions, additions,     
issue and/or improvements to or of or with respect to any of the foregoing;     

(9)     All other tangible and intangible property of Grantor;                  

(10)     All rights, remedies, powers and/or privileges of Grantor with         
respect to any of the foregoing; and                                            

(11)     Any and all proceeds and products of any of the foregoing,             
including, without limitation, all money, accounts, general intangibles,        
deposit accounts, documents, instruments, chattel paper, goods, insurance       
proceeds, and any other tangible or intangible property received upon the       
sale or disposition of any of the foregoing.                                    

"Loan Documents" means collectively, the Loan Agreement, the Notes, this        
Agreement, and any other certificates, documents or agreements of any type      
or nature heretofore or hereafter executed and delivered by Borrower (or by     
Grantor or other subsidiaries or affiliates of Borrower) to Secured Party       
in any way relating to or in furtherance of the Loan Agreement, in each         
case either as originally executed or as the same may from time to time be      
supplemented, modified, amended, restated, extended or supplanted.              

"Notes" means, collectively, the "Revolving Line Notes" described in the        
Loan Agreement.                                                                 

"Person" means and includes any natural person, corporation, firm,              
association, government, governmental agency or any other entity, whether       
acting in an individual, fiduciary or other capacity.                           

2.     Security Agreement.  For valuable consideration, Grantor hereby          
grants and assigns to Secured Party a security interest in all of the           
Collateral now or hereafter owned by Grantor as security for the timely         
payment and performance of the obligations of Borrower under the Loan           
Agreement and other Loan Documents, including but not limited to the Notes      
(collectively, the "Obligations").  This Agreement is a continuing              
agreement and all the rights, powers and remedies hereunder shall apply to      
any and all Obligations, including those arising under successive               
transactions which shall either continue the Obligations, increase or           
decrease them, or from time to time create new Obligations after all or any     
prior Obligations have been satisfied, and notwithstanding the bankruptcy       
of Grantor or any other party to the Loan Agreement and related documents       
or any other event or proceeding affecting any of the aforementioned            
persons.                                                                        

3.     Further Assurances.  At any time and from time to time at the            
request of Secured Party, Grantor shall execute and deliver to Secured          
Party all such financing statements and other instruments and documents in      
form and substance reasonably satisfactory to Secured Party, as shall be        
necessary or reasonably desirable to fully perfect, when filed and/or           
recorded, Secured Party's security interest granted pursuant to Section 2       
of this Agreement.  At any time and from time to time, Secured Party shall      
be entitled to file and/or record any or all such financing statements,         
instruments and documents held by it, and any or all such further financing     
statements, documents and instruments, and to take all such other actions,      
as Secured Party may deem appropriate to perfect and to maintain perfected      
the security interest granted in Section 2 of this Agreement.  Before and       
after the occurrence of any Event of Default, at Secured Party's request,       
Grantor shall execute all such further financing statements, instruments        
and documents, and shall do all such further acts and things, as may be         
deemed necessary or reasonably desirable by Secured Party to create and         
perfect, and to continue and preserve, the security interest in the             
Collateral in favor of Secured Party, or the priority thereof.  With            
respect to any Collateral consisting of instruments, documents,                 
certificates of title or the like, as to which Secured Party's security         
interest is required to be perfected by, or the priority thereof is             
required to be assured by, possession of or notation on the certificate of      
title pertaining to such Collateral, Grantor will upon demand of Secured        
Party deliver possession of same in pledge to Secured Party, or note the        
lien on such certificate of title in favor of Secured Party for the benefit     
of Secured Party.                                                               

4.     Grantor's Representations, Warranties and Agreements.  Except as         
otherwise disclosed to Secured Party in the UCC search attached hereto as       
Exhibit A, Grantor represents, warrants and agrees that:  (a) the security      
interests granted in Section 2 of this Agreement are first priority             
security interests in the Collateral indefeasible by any third party;           
(b) except for financing statements in favor of Secured Party and as            
otherwise disclosed to Secured Party in writing, no financing statement         
covering any of the Collateral or the proceeds thereof is on file in any        
public office or held by any person; (c) Grantor has and will continue to       
have, except for security interests granted pursuant to the Loan Agreement      
and related documents in favor of Secured Party and except for such other       
liens as are permitted pursuant to the Loan Agreement, full title to the        
Collateral, free from any lien, security interest, encumbrance or claim,        
and full power and authority to grant to Secured Party the security             
interest in the Collateral as provided herein subject to the Permitted          
Encumbrances, and will, at its sole cost and expense, defend any action         
which might materially affect the Collateral or Secured Party's security        
interest in the Collateral; (d) Grantor will pay, prior to delinquency, all     
taxes, charges, liens and assessments against the Collateral, unless such       
taxes, charges, liens or assessments are not yet required to be paid, and       
upon its failure to pay or so contest such taxes, charges, liens and            
assessments, Secured Party at its option may pay any of them, and Secured       
Party shall be the sole judge of the legality or validity thereof and the       
amount necessary to discharge the same; (e) the Collateral will not be used     
for any unlawful purpose or in violation of any law, regulation or              
ordinance, nor used in any way that will void or impair any insurance           
required to be carried in connection therewith; (f) Grantor will, to the        
extent consistent with good business practice, keep the Collateral in           
reasonably good repair, working order and condition, and from time to time      
make all needful and proper repairs, renewals, replacements, additions and      
improvements thereto and, as appropriate and applicable, will otherwise         
deal with such portion of the Collateral in all such ways as are considered     
good practice by owners of like property; (g) Grantor will take all             
reasonable steps to preserve and protect the Collateral; (h) Grantor will       
maintain, with responsible insurance companies, insurance covering the          
Collateral against such insurable losses as is required by the Loan             
Agreement and will cause Secured Party to be designated as loss payee with      
respect to such insurance, will obtain the written agreement of the             
insurers that such insurance shall not be cancelled without at least ten        
(10) days prior written notice to Secured Party, and will furnish copies of     
such insurance policies or certificates to Secured Party promptly upon          
request therefor; (i) Grantor will promptly notify Secured Party in writing     
in the event of any substantial or material damage to the Collateral from       
any source whatsoever, and, except for the disposition of collections and       
other proceeds of the Collateral permitted by Section 6 hereof, Grantor         
will not remove or permit to be removed any part of the Collateral from its     
places of business without the prior written consent of Secured Party,          
except for such items of the Collateral as are removed in the ordinary          
course of business or in connection with any transaction or disposition         
otherwise permitted by the Loan Agreement; and (j) Grantor will not move        
its principal place of business without giving at least ten (10) days'          
notice to Secured Party.                                                        

5.     Secured Party's Rights Regarding Collateral.  At any time (whether       
or not an Event of Default has occurred, except as provided in clause (b)       
below), without notice or demand and at the expense of Grantor (if an Event     
of Default has occurred), Secured Party may, to the extent it may be            
necessary or desirable to protect the security hereunder, but Secured Party     
shall not be obligated to: (a) enter upon any premises on which Collateral      
is situated and examine the same (other than areas subject to government        
security restrictions) or (b) after an Event of Default has occurred and is     
continuing, perform any obligation of Grantor under this Agreement or any       
obligation of any other party under the Loan Documents.  At any time and        
from time to time (except as provided in clause (iii) below), at the            
expense of Grantor (if an Event of Default has occurred), Secured Party may     
to the extent it may be necessary or desirable to protect the security          
hereunder, but Secured Party shall not be obligated to:  (i) notify             
obligors on the Collateral that the Collateral has been assigned to Secured     
Party; (ii) at any time and from time to time request from obligors on the      
Collateral, in the name of Grantor or in the name of Secured Party,             
information concerning the Collateral and the amounts owing thereon; and        
(iii) after an Event of Default has occurred and is continuing, cause the       
Collateral to be registered in the name of Secured Party, as legal owner.       
Grantor shall maintain books and records pertaining to the Collateral in        
such detail, form and scope as Secured Party shall reasonably require           
consistent with Secured Party's interests hereunder.  Grantor will at any       
time at Secured Party's request mark the Collateral and/or Grantor's ledger     
cards, books of account, and other records relating to the Collateral with      
appropriate notations satisfactory to Secured Party disclosing that they        
are subject to Secured Party's security interests.  Secured Party shall at      
all times on notice have full access to and the right to audit any and all      
of Grantor's books and records pertaining to the Collateral, and to confirm     
and verify the value of the Collateral and to do whatever else Secured          
Party may deem necessary or desirable to protect its interests.  Secured        
Party shall be under no duty or obligation whatsoever to take any action to     
preserve any rights of or against any prior or other parties in connection      
with the Collateral, or make or give any presentments, demands for              
performance, notices of non-performance, protests, notices of protests,         
notices of dishonor, or notices of any other nature whatsoever in               
connection with the Collateral or the Obligations.  Secured Party shall be      
under no duty or obligation whatsoever to take any action to protect or         
preserve the Collateral or any rights of Grantor therein, or to make            
collections or enforce payment thereon, or to participate in any                
foreclosure or other proceeding in connection therewith.                        

6.     Collections on the Collateral.  Grantor shall have the right to use      
and to continue to make collections on and receive other proceeds of all of     
the Collateral in the ordinary course of business so long as no Event of        
Default shall have occurred and be continuing.  Upon the occurrence and         
during the continuance of an Event of Default, at the option of Secured         
Party, Grantor's right to make collections on and receive proceeds of the       
Collateral and to use or dispose of such collections and proceeds shall         
terminate, and any and all proceeds and collections, including all partial      
or total prepayments, then held or thereafter received on or on account of      
the Collateral will be held or received by Grantor in trust for Secured         
Party and immediately delivered to same.  Any remittance received by            
Grantor from customers shall be presumed to relate to the Collateral and to     
be subject to the Secured Party's security interests.  Upon the occurrence      
of an Event of Default, Secured Party shall have the right at all times to      
receive, receipt for, endorse, assign, deposit and deliver, in the name of      
Secured Party or in the name of Grantor, any and all checks, notes, drafts      
and other instruments for the payment of money constituting proceeds of or      
otherwise relating to the Collateral; and Grantor hereby authorizes Secured     
Party to affix, by facsimile signature or otherwise, the general or special     
endorsement of it, in such manner as Secured Party shall deem advisable, to     
any such instrument in the event the same has been delivered to or obtained     
by Secured Party without appropriate endorsement, and Secured Party and any     
collecting bank are hereby authorized to consider such endorsement to be a      
sufficient, valid and effective endorsement by Grantor, to the same extent      
as though it were manually executed by the duly authorized officer of           
Grantor, regardless of by whom or under what circumstances or by what           
authority such facsimile signature or other endorsement actually is             
affixed, without duty of inquiry or responsibility as to such matters, and      
Grantor hereby expressly waives demand, presentment, protest and notice of      
protest or dishonor and all other notices of every kind and nature with         
respect to any such instrument.                                                 

7.     Possession of Collateral by Secured Party.  All the Collateral now,      
heretofore or hereafter delivered to Secured Party shall be held by Secured     
Party in its possession, custody and control.  Any or all of the Collateral     
consisting of money delivered to Secured Party shall be held in an interest     
bearing account, and prior to an Event of Default, interest thereon shall       
accrue to Grantor; however, Grantor shall not be entitled to any other          
compensation thereon or by reason of Secured Party's possession and/or use      
thereof.  Upon the occurrence of an Event of Default, whenever any of the       
Collateral is in Secured Party's possession, Secured Party may use, operate     
and consume the Collateral, whether for the purpose of preserving and/or        
protecting the Collateral, or for the purpose of performing any of              
Grantor's obligations with respect thereto, or otherwise.  Secured Party        
may at any time deliver or redeliver the Collateral or any part thereof to      
Grantor, and the receipt of any of the same by Grantor shall be complete        
and full acquittance for the Collateral so delivered, and Secured Party         
thereafter shall be discharged from any liability or responsibility             
therefor.  So long as Secured Party exercises reasonable care with respect      
to any Collateral in its possession, custody or control, Secured Party          
shall have no liability for any loss of or damage to such Collateral, and       
in no event shall Secured Party have liability for any diminution in value      
of Collateral occasioned by economic or market conditions or events.            
Secured Party shall be deemed to have exercised reasonable care within the      
meaning of the preceding sentence if the Collateral in the possession,          
custody or control of Secured Party is accorded treatment substantially         
equal to that which Secured Party accords its own similar property, it          
being understood that Secured Party shall not have any responsibility for       
taking any necessary steps to preserve rights against any Person with           
respect to any Collateral.                                                      

8.     Events of Default.  Any one of the following events shall constitute     
an Event of Default hereunder:                                                  

(a)     any default under the Loan Agreement or any other Loan Document         
shall have occurred and be continuing;                                          

(b)     any failure by Grantor to observe or perform any covenant or            
agreement contained in this Assignment for more than ten (10) calendar days     
after receipt from Secured Party of notice of such default; or                  

(c)     any representation or warranty made by Grantor in this Assignment       
shall prove to have been false or incorrect in any material respect when        
made.                                                                           

9.     Remedies.                                                                

9.1     Rights Upon Event of Default.  Upon the occurrence and during the       
continuance of an Event of Default, Secured Party shall have in any             
jurisdiction where enforcement hereof is sought, in addition to all other       
rights and remedies which Secured Party may have under applicable law or in     
equity or under this Agreement (including, without limitation, all rights       
set forth in Section 6 hereof) or under any other Loan Document, all of its     
rights and remedies as a secured party under the Uniform Commercial Code as     
enacted in any jurisdiction, and in addition the following rights and           
remedies, all of which may be exercised to the maximum extent permitted by      
law with or without further notice to Grantor and without affecting the         
liability of Grantor hereunder or the enforceability of the security            
interests created hereby:  (a) to foreclose the liens and security              
interests created hereunder or under any other agreement relating to any        
Collateral by any available judicial procedure or without judicial process;     
(b) to enter any premises where any Collateral may be located for the           
purpose of taking possession of or removing the same; (c) to sell, assign,      
lease or otherwise dispose of any Collateral or any part thereof, either at     
public or private sale or at any broker's board, in lot or in bulk, for         
cash, on credit or otherwise, with or without representations or warranties     
and upon such terms as shall be acceptable to Secured Party; (d)to notify       
obligors on the Collateral that the Collateral has been assigned to Secured     
Party and that all payments thereon are to be made directly and exclusively     
to Secured Party; (e)to collect by legal proceedings or otherwise all           
interest, principal or other sums now or hereafter payable upon or on           
account of the Collateral; (f)to enter into any extension, reorganization,      
deposit, merger or consolidation agreement, or any other agreement relating     
to or affecting the Collateral, and in connection therewith, Secured Party      
may deposit or surrender control of the Collateral and/or accept other          
property in exchange for the Collateral; (g) to settle, compromise or           
release, on terms acceptable to Secured Party, in whole or in part, any         
amounts owing on the Collateral; (h) to extend the time of payment, make        
allowances and adjustments and issue credits in connection with the             
Collateral in the name of Secured Party or in the name of Grantor; (i) to       
enforce payment and prosecute any action or proceeding with respect to any      
or all of the Collateral and take or bring, in the name of Secured Party or     
in the name of Grantor, steps, actions, suits or proceedings deemed by          
Secured Party necessary or desirable to effect collection of or to realize      
upon the Collateral, including any judicial or nonjudicial foreclosure          
thereof or thereon, and Grantor specifically consents to any nonjudicial        
foreclosure of any or all of the Collateral or any other action taken by        
Secured Party which may release any obligor from personal liability on any      
of the Collateral, and Grantor waives any right not expressly provided for      
in this Agreement to receive notice of any public or private judicial or        
nonjudicial sale or foreclosure of any security or any of the Collateral;       
and any money or other property received by Secured Party in exchange for       
or on account of the Collateral, whether representing collections or            
proceeds of Collateral, and whether resulting from voluntary payments or        
foreclosure proceedings or other legal action taken by Secured Party or         
Grantor shall be applied by Secured Party without notice to Grantor to the      
Obligation(s) in the order and manner as is provided for in the Loan            
Agreement or, if no such provision is applicable, in such order and manner      
as Secured Party in its sole discretion shall determine; (j) to insure,         
process and preserve the Collateral; (k) to exercise all rights under any       
of the Loan Documents; (l) to remove from any premises where the same may       
be located, the Collateral and any and all documents, instruments, files        
and records, and any receptacles and cabinets containing the same, relating     
to the Collateral, and Secured Party may, at the cost and expense of            
Grantor, use such of its supplies and space at its places of business as        
may be necessary to properly administer and control the portion of the          
Collateral owned by it or the handling of collections and realizations          
thereon; (m)to receive, open and dispose of all mail addressed to Grantor       
and notify postal authorities to change the address for delivery thereof to     
such address as Secured Party may designate; provided that Secured Party        
agrees that it will promptly deliver over to Grantor such opened mail as        
does not relate to the Collateral; and (n)to exercise all other rights,         
powers and remedies of an owner of the Collateral; all at Secured Party's       
sole option and as Secured Party in its sole discretion may deem advisable.     
Grantor will, at Secured Party's request, assemble all Collateral and make    
it available to Secured Party at places which Secured Party may designate,      
whether at the premises of Grantor or elsewhere, and will make available to     
Secured Party all premises and facilities of Grantor for the purpose of         
Secured Party's taking possession of the Collateral or removing or putting      
the Collateral in salable form.                                                 

9.2     Possession by Secured Party.  Upon the occurrence of an Event of        
Default, Secured Party also shall have the right, without notice or demand,     
either in person, by agent or by a receiver to be appointed by a court (and     
Grantor hereby expressly consents to the appointment of such a receiver),       
and without regard to the adequacy of any security for the Obligations, to      
take possession of the Collateral or any part thereof and to collect and        
receive the rents, issues, profits, income and proceeds thereof.  Taking        
possession of the Collateral shall not cure or waive any Event of Default       
or notice thereof or invalidate any act done pursuant to such notice.  The      
rights, remedies and powers of any receiver appointed by a court shall be       
as ordered by said court.                                                       

9.3     Sale of Collateral.  Any public or private sale or other                
disposition of the Collateral may be held at any office of Secured Party,       
or at Grantor's places of business, or at any other place permitted by          
applicable law, and without the necessity of the Collateral's being within      
the view of prospective purchasers.  Secured Party may direct the order and     
manner of sale of the Collateral, or portions thereof, as it in its sole        
and absolute discretion may determine.  Secured Party or any Person on          
Secured Party's behalf may bid and purchase at any such sale or other           
disposition.                                                                    

9.4     Notice of Sale.  Unless the Collateral is perishable or threatens       
to decline speedily in value or is of a type customarily sold on a              
recognized market, Secured Party will send or otherwise make available to       
Grantor reasonable notice of the time and place of any public sale thereof      
or of the time on or after which any private sale or other disposition          
thereof is to be made.  The requirement of sending reasonable notice            
conclusively shall be met if such notice is mailed, first class mail,           
postage prepaid, to Grantor at its address set forth in the Loan Agreement      
at least five (5) days before the time of the sale or disposition.  Grantor     
expressly waives any right to receive notice of any public or private sale      
of any Collateral or other security for the Obligation(s) except as             
expressly provided for in the preceding sentence.                               

9.5     Title of Purchasers.  Upon consummation of any sale of Collateral       
hereunder, Secured Party shall have the right to assign, transfer and           
deliver to the purchaser or purchasers thereof the Collateral so sold.          
Each such purchaser at any such sale shall hold the Collateral so sold          
absolutely free from any claim or right upon the part of Grantor or any         
other person claiming through Grantor, and Grantor hereby waives (to the        
extent permitted by law) all rights of redemption, stay and appraisal which     
it now has or may at any time in the future have under any rule of law or       
statute now existing or hereafter enacted.  If the sale of all or any part      
of the Collateral is made on credit or for future delivery, Secured Party       
shall not be required to apply any portion of the sale price to the             
Obligations until such amount is actually received by Secured Party, and        
any Collateral so sold may be retained by Secured Party until the sale          
price is paid in full by the purchaser or purchasers thereof.  Secured          
Party shall not incur any liability in case any such purchaser or               
purchasers shall fail to pay for the Collateral so sold, and, in case of        
any such failure, the Collateral may be sold again.                             

10.     Secured Party Appointed Attorney-in-Fact.  Grantor hereby               
irrevocably nominates and appoints Secured Party as its attorney-in-fact        
for the following purposes:  (a) to do all acts and things which Secured        
Party may deem necessary or advisable to perfect and continue perfected the     
security interests created by this Agreement and, upon the occurrence of an     
Event of Default, to preserve, process, develop, maintain and protect the       
Collateral; (b) to prepare, sign, file and/or record, for Grantor in the        
name of Grantor, any financing statement, application for registration, and     
like papers and to take any other action deemed by Secured Party necessary      
or desirable in order to perfect the security interests granted hereby;         
(c) to execute any and all papers and instruments and do all other things       
necessary or desirable to preserve and protect the Collateral and to            
protect Secured Party's security interests therein; and (d) upon the            
occurrence of an Event of Default, to do any and every act which Grantor is     
obligated to do under this Agreement, at the expense of Grantor; provided,      
however, that Secured Party shall be under no obligation whatsoever to take     
any of the foregoing actions, and absent bad faith or actual malice,            
Secured Party shall have no liability or responsibility for any act or          
omission taken with respect thereto.                                            

11.     Costs and Expenses.  Grantor agrees to pay to Secured Party all         
reasonable costs and expenses (including without limitation reasonable          
attorneys' fees and disbursements, including the allocated costs of in-         
house counsel) incurred by Secured Party in the enforcement of this             
Agreement with regard to the Collateral owned by it, whether or not an          
action is filed in connection therewith, and in connection with any waiver      
or amendment of any term or provision hereof.  All advances, charges, costs     
and expenses, including reasonable attorneys' fees, incurred or paid by         
Secured Party in exercising any right, power or remedy conferred by this        
Agreement (including without limitation the right to perform any Obligation     
of Grantor under the Loan Documents), or in the enforcement thereof, shall      
be secured hereby and shall become a part of the Obligations and shall be       
paid to Secured Party by Grantor, immediately upon demand, together with        
interest thereon at the rate(s) provided for under the Loan Agreement.          

12.     Statute of Limitations and Other Laws.  Until the Obligations shall     
have been paid and performed in full, the power of sale and all other           
rights, powers and remedies granted to Secured Party hereunder shall            
continue to exist and may be exercised by Secured Party at any time and         
from time to time irrespective of the fact that any of the Obligations may      
have become barred by any statute of limitations.  Grantor expressly waives     
the benefit of any and all statutes of limitation, laws providing for           
exemption of property from execution or for valuation and appraisal upon        
foreclosure to the maximum extent permitted by applicable law.                  

13.     Other Agreements.  Nothing herein shall in any way modify or limit      
the effect of terms or conditions set forth in any other security or other      
agreement executed by Grantor or in connection with the Obligations, but        
each and every term and condition hereof shall be in addition thereto.          

14.     Liens on Real Property.  In the event that all or any part of the       
Obligations at any time are secured by any one or more deeds of trust or        
mortgages or other instruments creating or granting liens on any interest       
in real property, Grantor authorizes Secured Party, upon the occurrence of      
any Event of Default, at the sole option of Secured Party, without notice       
or demand and without affecting any Obligations of Grantor, the                 
enforceability of this Agreement, or the validity or enforceability of any      
liens of Secured Party on any Collateral, to foreclose any or all of such       
deeds of trust or mortgages or other instruments by judicial or nonjudicial     
sale.  Grantor expressly waives any defenses to the enforcement of this         
Agreement or any liens created or granted hereby or to the recovery by          
Secured Party against any guarantor or any other Person liable therefor of      
any deficiency after a judicial or nonjudicial foreclosure or sale.             
Grantor expressly waives any defenses or benefits that may be derived from      
California Code of Civil Procedure Sections 580a, 580b, 580d or 726, or         
comparable provisions of the laws of any other jurisdiction, and all other      
suretyship defenses it otherwise might or would have under California law       
or other applicable law.                                                        

15.     Understandings With Respect to Waivers and Consents.  Grantor           
warrants and agrees that each of the waivers and consents set forth herein      
are made with full knowledge of their significance and consequences, with       
the understanding that events giving rise to any defense or right waived        
may diminish, destroy or otherwise adversely affect rights which Grantor        
otherwise may have against Secured Party or others, or against any              
Collateral.  If any of the waivers or consents herein are determined to be      
unenforceable under applicable law, such waivers and consents shall be          
effective to the maximum extent permitted by law.                               

16.     Governing Law.  This Agreement shall be governed and construed in       
accordance with the Laws of the State of California.                            

17.     Agreements Regarding Indebtedness of Third Party Borrowers.             

17.1     Warranties.  Grantor acknowledges that this Agreement secures (or      
may secure) in whole or in part the indebtedness of one or more persons (as     
used herein, the term "person" includes an individual, trust, corporation,      
partnership, association or any other type of entity) other than Grantor        
(herein referred to as "Third Party Borrowers"). Grantor warrants that          
(a) this Agreement is executed at the request of such Third Party               
Borrowers; (b) this Agreement complies with any agreements between Grantor      
and such Third Party Borrowers regarding Grantor's execution hereof;            
(c) Secured Party has made no representation to Grantor as to the               
creditworthiness of such Third Party Borrowers; and (d) Grantor has             
established adequate means of obtaining from such Third Party Borrowers on      
a continuing basis financial and other information pertaining to the            
financial condition of such Third Party Borrowers.  Grantor agrees to keep      
adequately informed from such means of any facts, events or circumstances       
which might in any way affect Grantor's risks hereunder, and Grantor            
further agrees that Secured Party shall have no obligation to disclose to       
Grantor information or material acquired in the course of Secured Party's       
relationship with such Third Party Borrowers.                                   

17.2     Waivers.                                                               

(a)     Grantor waives any right to require Secured Party to (i) proceed        
against any person, including any of the Third Party Borrowers or any           
guarantor; (ii) proceed against or exhaust (either in any particular order      
or manner or at all) any collateral or guaranty held from any of the Third      
Party Borrowers or any other person; (iii) give notice of the terms, time       
and place of any public or private sale of personal property security held      
from any of the Third Party Borrowers or any other person or comply with        
any other provision of Section 9504 of the California Uniform Commercial        
Code; (iv) pursue any other remedy in Secured Party's power; or (v) make        
any presentment, demand for performance, or give any notice of                  
nonperformance, protest, notice of protest or notice of dishonor in             
connection with any obligation or evidence of indebtedness held by Secured      
Party as security, in connection with any obligation or evidence of             
indebtedness which constitutes in whole or in part the indebtedness, or in      
connection with the creation of new or additional obligations.                  

(b)     Grantor waives any defenses arising by reason of (i) any disability     
or other defense of any of the Third Party Borrowers or any other person;       
(ii) the cessation from any cause whatsoever of the obligations of any of       
the Third Party Borrowers or any other person; (iii) the application by         
any of the Third Party Borrowers of the proceeds of any of the indebtedness     
for purposes other than the purposes represented by such Third Party            
Borrowers to Secured Party or intended or understood by Secured Party or        
Grantor; (iv) any act or omission by Secured Party which directly or            
indirectly results in or aids the discharge or release of any of the Third      
Party Borrowers, any other person, any of the indebtedness, or any              
collateral by operation of law or equity or otherwise; or (v) any               
modification of the indebtedness in any form whatsoever, including without      
limitation the renewal, extension, acceleration or other change in time for     
payment of such obligations, increase or decrease of the rate of interest       
thereon, or other change in the terms of the indebtedness or any part           
thereof.                                                                        

(c)     Grantor waives all rights which Grantor may have under any              
requirement of law or equity that Secured Party exhaust any other security      
for the indebtedness before proceeding under this Agreement.                    

(d)     Grantor acknowledges that all or a portion of the present and           
future indebtedness of Third Party Borrowers to Secured Party is or may be      
secured by one or more deed(s) of trust covering certain interests in real      
property.  Grantor authorizes Secured Party, at its sole option, without        
notice or demand and without affecting the liability of Grantor under this      
Agreement, to foreclose any or all of the deed(s) of trust and the              
interests in real property secured thereby by nonjudicial sale, or to           
execute any other right or remedy with respect to the deed(s) of trust or       
the property covered thereby.  No such action by Secured Party shall            
release or limit the liability of Grantor hereunder, even if the effect of      
that action is to deprive Grantor of the right to reimbursement from the        
Third Party Borrowers for any sums paid by Grantor to Secured Party with        
respect to the indebtedness.  Grantor specifically agrees that Grantor          
shall not be released from liability hereunder by any action taken by           
Secured Party, including without limitation a nonjudicial sale under any        
deed of trust, that would afford Third Party Borrowers a defense based on       
any anti-deficiency laws of any state.  Grantor expressly waives (i) any        
defense to the recovery of a deficiency against Grantor after such a            
nonjudicial sale, notwithstanding that such sale may result in a loss by        
Grantor of the right to recover from Third Party Borrowers any of such          
deficiency, (ii) any defense or benefits that may be derived from               
California Code of Civil Procedure Sections 580a, 580d or 726, or analogous     
laws of any other state (if any) and (iii) all suretyship defenses that it      
would otherwise have under the laws of any state.   Without limiting the        
foregoing, Grantor understands that, in the absence of the foregoing            
waivers and releases, Grantor might have a defense against an action by         
Secured Party to recover a deficiency from Grantor under this Agreement         
following a nonjudicial foreclosure sale under any deed(s) of trust             
securing any indebtedness of Borrower to Secured Party guaranteed hereby,       
and Grantor is specifically waiving this defense and all other defenses         
which Grantor might otherwise have to the recovery by Secured Party against     
Grantor.  Grantor waives any right to receive notice of any judicial or         
nonjudicial sale or foreclosure of any real property subject to any deed of     
trust securing the indebtedness, and Grantor's failure to receive any such      
notice shall not impair or affect Grantor's liability hereunder.                

(e)     Grantor shall have no right of subrogation, and Grantor further         
waives any right to enforce any remedy which Grantor now has or later may       
have against any of the Third Party Borrowers or any other person, and          
waives any benefit of, and any right to participate in, any security now or     
later held by Secured Party.                                                    

17.3     Understandings with Respect To Waivers.  Grantor warrants and          
agrees that each of the waivers set forth above are made with Grantor's         
full knowledge of their significance and consequences, with the                 
understanding that events giving rise to any defense waived may diminish,       
destroy or otherwise adversely affect rights which Grantor otherwise may        
have against any of the Third Party Borrowers, Secured Party or others, or      
against collateral, and that, under the circumstances, the waivers are          
reasonable and not contrary to public policy or law.  If any of the waivers     
are determined to be contrary to any applicable law or public policy, such      
waivers shall be effective to the maximum extent permitted by law.              

17.4     Waiver of Authentication of Validity of Acts of Corporation or         
Partnership.  It is not necessary for Secured Party to inquire into the         
power of any of the Third Party Borrowers or any agents acting or               
purporting to act on their behalf, and all obligations made, created or         
accepted in reliance upon the professed exercise of such power shall be         
secured hereby.                                                                 

IN WITNESS WHEREOF, Grantor has executed this Agreement by its duly             
authorized officers as of the date first written above.                         

"Grantor":                                                                      

UNIDYNE CORPORATION, a Virginia corporation                                     

By     /s/____________________________                                          

_Eric DeMarco, Sr. V.P. & CFO__                                   
[Printed Name and Title]                                          

Acknowledged:                                                                   

THE SUMITOMO BANK OF CALIFORNIA,                                                
a California banking corporation,                                               
as Agent for itself and Imperial Bank                                           

By     /s/____________________________                                          
Sajeda Simjee, Vice President                                     

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EXHIBIT A                                                             

(Attach UCC - Search)                                                 

SECURITY AGREEMENT              
(Eldyne, Inc.)              

This SECURITY AGREEMENT ("Agreement"), dated as of May 15, 1997, is made by     
ELDYNE, INC., a California corporation ("Grantor"), in favor of THE             
SUMITOMO BANK OF CALIFORNIA, as Agent for itself and IMPERIAL BANK pursuant     
to the Loan Agreement described below ("Secured Party"), with reference to      
the following facts:                                                            

RECITALS                                                              

A.     Pursuant to that certain Amended and Restated Commercial Loan            
Agreement of even date herewith by and between The Titan Corporation            
("Borrower"), as borrower, and The Sumitomo Bank of California (on behalf       
of itself and as agent) and Imperial Bank, as lenders ("Lenders") (and as       
such agreement may from time to time be further supplemented, modified,         
amended, renewed, extended or supplanted, the "Loan Agreement"), Lenders        
have agreed to extend certain credit facilities to Borrower.                    

B.     The Loan Agreement provides, as a condition precedent to Lenders'        
obligation to extend additional credit facilities to Borrower, that Grantor     
shall grant to Secured Party a security interest in certain of its assets       
under the terms and conditions set forth in this Agreement.                     

AGREEMENT                                                             

NOW, THEREFORE, in order to induce Lenders to continue to extend credit         
facilities to Borrower under the Loan Agreement, and for other good and         
valuable consideration, the receipt and adequacy of which hereby are            
acknowledged, Grantor hereby represents, warrants, covenants, agrees,           
assigns and grants as follows:                                                  

1.     Definitions.  This Agreement is one of the Security Agreements           
referred to in the Loan Agreement and is one of the loan documents referred     
to therein.  Terms defined in the Loan Agreement and not otherwise defined      
in this Agreement shall have the meanings given those terms in the Loan         
Agreement.  Terms defined in the California Commercial Code and not             
otherwise defined in the Agreement or in the Loan Agreement shall have the      
meanings defined for those terms in the California Commercial Code.  The        
following terms shall have the meanings respectively set forth after each:      
"Agreement" means this Security Agreement and any extensions,                   
modifications, renewals, restatements, supplements or amendments hereof.        

"Collateral" means all present and future right, title and interest of          
Grantor in or to any property or assets whatsoever, and all rights and          
powers of Grantor to transfer any interest in or to any property or assets      
whatsoever, including, without limitation, any and all of the following         
property:                                                                       

(1)     All present and future accounts, accounts receivable, agreements,       
contracts, leases, contract rights, rights to payment, instruments,             
documents, chattel paper, security agreements, guaranties, undertakings,        
surety bonds, insurance policies, notes and drafts, and all forms of            
obligations owing to Grantor or in which Grantor may have any interest,         
however created or arising;                                                     

(2)     All present and future general intangibles, all tax refunds of          
every kind and nature to which Grantor now or hereafter may become              
entitled, however arising, all other refunds, and all deposits, goodwill,       
choses in action, trade secrets, computer programs, software, customer          
lists, trademarks, trade names, patents, licenses, copyrights, technology,      
processes, proprietary information, franchises and insurance proceeds;          

(3)     All present and future deposit accounts of Grantor, including,          
without limitation, any demand, time, savings, passbook or like account         
maintained by Grantor with any bank, savings and loan association, credit       
union or like organization, and all money, cash and cash equivalents of         
Grantor, whether or not deposited in any such deposit account;                  

(4)     All present and future books and records, including, without            
limitation, books of account and ledgers of every kind and nature, all          
electronically recorded data relating to Grantor or the business thereof,       
all receptacles and containers for such records, and all files and              
correspondence;                                                                 

(5)     All present and future goods, including, without limitation, all        
consumer goods, farm products, inventory, equipment, machinery, tools,          
molds, dies, furniture, furnishings, fixtures, trade fixtures, motor            
vehicles and all other goods used in connection with or in the conduct of       
Grantor's business, including without limitation, all goods as defined in       
Section 9109(2) of the California Commercial Code;                              
(6)     All present and future inventory and merchandise, including,            
without limitation, all present and future goods held for sale or lease or      
to be furnished under a contract of service, all raw materials, work in         
process and finished goods, all packing materials, supplies and containers      
relating to or used in connection with any of the foregoing, and all bills      
of lading, warehouse receipts or documents of title relating to any of the      
foregoing;                                                                      

(7)     All presently existing and filed, or hereafter acquired patents and     
pending patent applications and United States and international                 
registrations thereof, the right to sue for past, present, and future           
infringements, all rights corresponding thereto throughout the world, and       
all reissues, divisions, continuations, renewals, extensions and                
continuations-in-part thereof and all improvements thereon and inventions       
relating thereto and all proceeds of the foregoing, including but not           
limited to, proceeds of licensing; (b) all applications, registrations, and     
recordings relating to the foregoing in the United States Patent and            
Trademark Office or in any similar office or agency of the United States,       
any State thereof, or any political subdivision thereof, or in any other        
countries, and all reissues, extensions, and renewals thereof;                  

(8)     All present and future accessions, appurtenances, components,           
repairs, repair parts, spare parts, replacements, substitutions, additions,     
issue and/or improvements to or of or with respect to any of the foregoing;     

(9)     All other tangible and intangible property of Grantor;                  

(10)     All rights, remedies, powers and/or privileges of Grantor with         
respect to any of the foregoing; and                                            

(11)     Any and all proceeds and products of any of the foregoing,             
including, without limitation, all money, accounts, general intangibles,        
deposit accounts, documents, instruments, chattel paper, goods, insurance       
proceeds, and any other tangible or intangible property received upon the       
sale or disposition of any of the foregoing.                                    

"Loan Documents" means collectively, the Loan Agreement, the Notes, this        
Agreement, and any other certificates, documents or agreements of any type      
or nature heretofore or hereafter executed and delivered by Borrower (or by     
Grantor or other subsidiaries or affiliates of Borrower) to Secured Party       
in any way relating to or in furtherance of the Loan Agreement, in each         
case either as originally executed or as the same may from time to time be      
supplemented, modified, amended, restated, extended or supplanted.              

"Notes" means, collectively, the "Revolving Line Notes" described in the        
Loan Agreement.                                                                 

"Person" means and includes any natural person, corporation, firm,              
association, government, governmental agency or any other entity, whether       
acting in an individual, fiduciary or other capacity.                           

2.     Security Agreement.  For valuable consideration, Grantor hereby          
grants and assigns to Secured Party a security interest in all of the           
Collateral now or hereafter owned by Grantor as security for the timely         
payment and performance of the obligations of Borrower under the Loan           
Agreement and other Loan Documents, including but not limited to the Notes      
(collectively, the "Obligations").  This Agreement is a continuing              
agreement and all the rights, powers and remedies hereunder shall apply to      
any and all Obligations, including those arising under successive               
transactions which shall either continue the Obligations, increase or           
decrease them, or from time to time create new Obligations after all or any     
prior Obligations have been satisfied, and notwithstanding the bankruptcy       
of Grantor or any other party to the Loan Agreement and related documents       
or any other event or proceeding affecting any of the aforementioned            
persons.                                                                        

3.     Further Assurances.  At any time and from time to time at the            
request of Secured Party, Grantor shall execute and deliver to Secured          
Party all such financing statements and other instruments and documents in      
form and substance reasonably satisfactory to Secured Party, as shall be        
necessary or reasonably desirable to fully perfect, when filed and/or           
recorded, Secured Party's security interest granted pursuant to Section 2       
of this Agreement.  At any time and from time to time, Secured Party shall      
be entitled to file and/or record any or all such financing statements,         
instruments and documents held by it, and any or all such further financing     
statements, documents and instruments, and to take all such other actions,      
as Secured Party may deem appropriate to perfect and to maintain perfected      
the security interest granted in Section 2 of this Agreement.  Before and       
after the occurrence of any Event of Default, at Secured Party's request,       
Grantor shall execute all such further financing statements, instruments        
and documents, and shall do all such further acts and things, as may be         
deemed necessary or reasonably desirable by Secured Party to create and         
perfect, and to continue and preserve, the security interest in the             
Collateral in favor of Secured Party, or the priority thereof.  With            
respect to any Collateral consisting of instruments, documents,                 
certificates of title or the like, as to which Secured Party's security         
interest is required to be perfected by, or the priority thereof is             
required to be assured by, possession of or notation on the certificate of      
title pertaining to such Collateral, Grantor will upon demand of Secured        
Party deliver possession of same in pledge to Secured Party, or note the        
lien on such certificate of title in favor of Secured Party for the benefit     
of Secured Party.                                                               

4.     Grantor's Representations, Warranties and Agreements.  Except as         
otherwise disclosed to Secured Party in the UCC search attached hereto as       
Exhibit A, Grantor represents, warrants and agrees that:  (a) the security      
interests granted in Section 2 of this Agreement are first priority             
security interests in the Collateral indefeasible by any third party;           
(b) except for financing statements in favor of Secured Party and as            
otherwise disclosed to Secured Party in writing, no financing statement         
covering any of the Collateral or the proceeds thereof is on file in any        
public office or held by any person; (c) Grantor has and will continue to       
have, except for security interests granted pursuant to the Loan Agreement      
and related documents in favor of Secured Party and except for such other       
liens as are permitted pursuant to the Loan Agreement, full title to the        
Collateral, free from any lien, security interest, encumbrance or claim,        
and full power and authority to grant to Secured Party the security             
interest in the Collateral as provided herein subject to the Permitted          
Encumbrances, and will, at its sole cost and expense, defend any action         
which might materially affect the Collateral or Secured Party's security        
interest in the Collateral; (d) Grantor will pay, prior to delinquency, all     
taxes, charges, liens and assessments against the Collateral, unless such       
taxes, charges, liens or assessments are not yet required to be paid, and       
upon its failure to pay or so contest such taxes, charges, liens and            
assessments, Secured Party at its option may pay any of them, and Secured       
Party shall be the sole judge of the legality or validity thereof and the       
amount necessary to discharge the same; (e) the Collateral will not be used     
for any unlawful purpose or in violation of any law, regulation or              
ordinance, nor used in any way that will void or impair any insurance           
required to be carried in connection therewith; (f) Grantor will, to the        
extent consistent with good business practice, keep the Collateral in           
reasonably good repair, working order and condition, and from time to time      
make all needful and proper repairs, renewals, replacements, additions and      
improvements thereto and, as appropriate and applicable, will otherwise         
deal with such portion of the Collateral in all such ways as are considered     
good practice by owners of like property; (g) Grantor will take all             
reasonable steps to preserve and protect the Collateral; (h) Grantor will       
maintain, with responsible insurance companies, insurance covering the          
Collateral against such insurable losses as is required by the Loan             
Agreement and will cause Secured Party to be designated as loss payee with      
respect to such insurance, will obtain the written agreement of the             
insurers that such insurance shall not be cancelled without at least ten        
(10) days prior written notice to Secured Party, and will furnish copies of     
such insurance policies or certificates to Secured Party promptly upon          
request therefor; (i) Grantor will promptly notify Secured Party in writing     
in the event of any substantial or material damage to the Collateral from       
any source whatsoever, and, except for the disposition of collections and       
other proceeds of the Collateral permitted by Section 6 hereof, Grantor         
will not remove or permit to be removed any part of the Collateral from its     
places of business without the prior written consent of Secured Party,          
except for such items of the Collateral as are removed in the ordinary          
course of business or in connection with any transaction or disposition         
otherwise permitted by the Loan Agreement; and (j) Grantor will not move        
its principal place of business without giving at least ten (10) days'          
notice to Secured Party.                                                        

5.     Secured Party's Rights Regarding Collateral.  At any time (whether       
or not an Event of Default has occurred, except as provided in clause (b)       
below), without notice or demand and at the expense of Grantor (if an Event     
of Default has occurred), Secured Party may, to the extent it may be            
necessary or desirable to protect the security hereunder, but Secured Party     
shall not be obligated to: (a) enter upon any premises on which Collateral      
is situated and examine the same (other than areas subject to government        
security restrictions) or (b) after an Event of Default has occurred and is     
continuing, perform any obligation of Grantor under this Agreement or any       
obligation of any other party under the Loan Documents.  At any time and        
from time to time (except as provided in clause (iii) below), at the            
expense of Grantor (if an Event of Default has occurred), Secured Party may     
to the extent it may be necessary or desirable to protect the security          
hereunder, but Secured Party shall not be obligated to:  (i) notify             
obligors on the Collateral that the Collateral has been assigned to Secured     
Party; (ii) at any time and from time to time request from obligors on the      
Collateral, in the name of Grantor or in the name of Secured Party,             
information concerning the Collateral and the amounts owing thereon; and        
(iii) after an Event of Default has occurred and is continuing, cause the       
Collateral to be registered in the name of Secured Party, as legal owner.       
Grantor shall maintain books and records pertaining to the Collateral in        
such detail, form and scope as Secured Party shall reasonably require           
consistent with Secured Party's interests hereunder.  Grantor will at any       
time at Secured Party's request mark the Collateral and/or Grantor's ledger     
cards, books of account, and other records relating to the Collateral with      
appropriate notations satisfactory to Secured Party disclosing that they        
are subject to Secured Party's security interests.  Secured Party shall at      
all times on notice have full access to and the right to audit any and all      
of Grantor's books and records pertaining to the Collateral, and to confirm     
and verify the value of the Collateral and to do whatever else Secured          
Party may deem necessary or desirable to protect its interests.  Secured        
Party shall be under no duty or obligation whatsoever to take any action to     
preserve any rights of or against any prior or other parties in connection      
with the Collateral, or make or give any presentments, demands for              
performance, notices of non-performance, protests, notices of protests,         
notices of dishonor, or notices of any other nature whatsoever in               
connection with the Collateral or the Obligations.  Secured Party shall be      
under no duty or obligation whatsoever to take any action to protect or         
preserve the Collateral or any rights of Grantor therein, or to make            
collections or enforce payment thereon, or to participate in any                
foreclosure or other proceeding in connection therewith.                        

6.     Collections on the Collateral.  Grantor shall have the right to use      
and to continue to make collections on and receive other proceeds of all of     
the Collateral in the ordinary course of business so long as no Event of        
Default shall have occurred and be continuing.  Upon the occurrence and         
during the continuance of an Event of Default, at the option of Secured         
Party, Grantor's right to make collections on and receive proceeds of the       
Collateral and to use or dispose of such collections and proceeds shall         
terminate, and any and all proceeds and collections, including all partial      
or total prepayments, then held or thereafter received on or on account of      
the Collateral will be held or received by Grantor in trust for Secured         
Party and immediately delivered to same.  Any remittance received by            
Grantor from customers shall be presumed to relate to the Collateral and to     
be subject to the Secured Party's security interests.  Upon the occurrence      
of an Event of Default, Secured Party shall have the right at all times to      
receive, receipt for, endorse, assign, deposit and deliver, in the name of      
Secured Party or in the name of Grantor, any and all checks, notes, drafts      
and other instruments for the payment of money constituting proceeds of or      
otherwise relating to the Collateral; and Grantor hereby authorizes Secured     
Party to affix, by facsimile signature or otherwise, the general or special     
endorsement of it, in such manner as Secured Party shall deem advisable, to     
any such instrument in the event the same has been delivered to or obtained     
by Secured Party without appropriate endorsement, and Secured Party and any     
collecting bank are hereby authorized to consider such endorsement to be a      
sufficient, valid and effective endorsement by Grantor, to the same extent      
as though it were manually executed by the duly authorized officer of           
Grantor, regardless of by whom or under what circumstances or by what           
authority such facsimile signature or other endorsement actually is             
affixed, without duty of inquiry or responsibility as to such matters, and      
Grantor hereby expressly waives demand, presentment, protest and notice of      
protest or dishonor and all other notices of every kind and nature with         
respect to any such instrument.                                                 

7.     Possession of Collateral by Secured Party.  All the Collateral now,      
heretofore or hereafter delivered to Secured Party shall be held by Secured     
Party in its possession, custody and control.  Any or all of the Collateral     
consisting of money delivered to Secured Party shall be held in an interest     
bearing account, and prior to an Event of Default, interest thereon shall       
accrue to Grantor; however, Grantor shall not be entitled to any other          
compensation thereon or by reason of Secured Party's possession and/or use      
thereof.  Upon the occurrence of an Event of Default, whenever any of the       
Collateral is in Secured Party's possession, Secured Party may use, operate     
and consume the Collateral, whether for the purpose of preserving and/or        
protecting the Collateral, or for the purpose of performing any of              
Grantor's obligations with respect thereto, or otherwise.  Secured Party        
may at any time deliver or redeliver the Collateral or any part thereof to      
Grantor, and the receipt of any of the same by Grantor shall be complete        
and full acquittance for the Collateral so delivered, and Secured Party         
thereafter shall be discharged from any liability or responsibility             
therefor.  So long as Secured Party exercises reasonable care with respect      
to any Collateral in its possession, custody or control, Secured Party          
shall have no liability for any loss of or damage to such Collateral, and       
in no event shall Secured Party have liability for any diminution in value      
of Collateral occasioned by economic or market conditions or events.            
Secured Party shall be deemed to have exercised reasonable care within the      
meaning of the preceding sentence if the Collateral in the possession,          
custody or control of Secured Party is accorded treatment substantially         
equal to that which Secured Party accords its own similar property, it          
being understood that Secured Party shall not have any responsibility for       
taking any necessary steps to preserve rights against any Person with           
respect to any Collateral.                                                      

8.     Events of Default.  Any one of the following events shall constitute     
an Event of Default hereunder:                                                  

(a)     any default under the Loan Agreement or any other Loan Document         
shall have occurred and be continuing;                                          

(b)     any failure by Grantor to observe or perform any covenant or            
agreement contained in this Assignment for more than ten (10) calendar days     
after receipt from Secured Party of notice of such default; or                  

(c)     any representation or warranty made by Grantor in this Assignment       
shall prove to have been false or incorrect in any material respect when        
made.                                                                           

9.     Remedies.                                            

9.1     Rights Upon Event of Default.  Upon the occurrence and during the       
continuance of an Event of Default, Secured Party shall have in any             
jurisdiction where enforcement hereof is sought, in addition to all other       
rights and remedies which Secured Party may have under applicable law or in     
equity or under this Agreement (including, without limitation, all rights       
set forth in Section 6 hereof) or under any other Loan Document, all of its     
rights and remedies as a secured party under the Uniform Commercial Code as     
enacted in any jurisdiction, and in addition the following rights and           
remedies, all of which may be exercised to the maximum extent permitted by      
law with or without further notice to Grantor and without affecting the         
liability of Grantor hereunder or the enforceability of the security            
interests created hereby:  (a) to foreclose the liens and security              
interests created hereunder or under any other agreement relating to any        
Collateral by any available judicial procedure or without judicial process;     
(b) to enter any premises where any Collateral may be located for the           
purpose of taking possession of or removing the same; (c) to sell, assign,      
lease or otherwise dispose of any Collateral or any part thereof, either at     
public or private sale or at any broker's board, in lot or in bulk, for         
cash, on credit or otherwise, with or without representations or warranties     
and upon such terms as shall be acceptable to Secured Party; (d) to notify      
obligors on the Collateral that the Collateral has been assigned to Secured     
Party and that all payments thereon are to be made directly and exclusively     
to Secured Party; (e) to collect by legal proceedings or otherwise all          
interest, principal or other sums now or hereafter payable upon or on           
account of the Collateral; (f) to enter into any extension, reorganization,     
deposit, merger or consolidation agreement, or any other agreement relating     
to or affecting the Collateral, and in connection therewith, Secured Party      
may deposit or surrender control of the Collateral and/or accept other          
property in exchange for the Collateral; (g) to settle, compromise or           
release, on terms acceptable to Secured Party, in whole or in part, any         
amounts owing on the Collateral; (h) to extend the time of payment, make        
allowances and adjustments and issue credits in connection with the             
Collateral in the name of Secured Party or in the name of Grantor; (i) to       
enforce payment and prosecute any action or proceeding with respect to any      
or all of the Collateral and take or bring, in the name of Secured Party or     
in the name of Grantor, steps, actions, suits or proceedings deemed by          
Secured Party necessary or desirable to effect collection of or to realize      
upon the Collateral, including any judicial or nonjudicial foreclosure          
thereof or thereon, and Grantor specifically consents to any nonjudicial        
foreclosure of any or all of the Collateral or any other action taken by        
Secured Party which may release any obligor from personal liability on any      
of the Collateral, and Grantor waives any right not expressly provided for      
in this Agreement to receive notice of any public or private judicial or        
nonjudicial sale or foreclosure of any security or any of the Collateral;       
and any money or other property received by Secured Party in exchange for       
or on account of the Collateral, whether representing collections or            
proceeds of Collateral, and whether resulting from voluntary payments or        
foreclosure proceedings or other legal action taken by Secured Party or         
Grantor shall be applied by Secured Party without notice to Grantor to the      
Obligation(s) in the order and manner as is provided for in the Loan            
Agreement or, if no such provision is applicable, in such order and manner      
as Secured Party in its sole discretion shall determine; (j) to insure,         
process and preserve the Collateral; (k) to exercise all rights under any       
of the Loan Documents; (l) to remove from any premises where the same may       
be located, the Collateral and any and all documents, instruments, files        
and records, and any receptacles and cabinets containing the same, relating     
to the Collateral, and Secured Party may, at the cost and expense of            
Grantor, use such of its supplies and space at its places of business as        
may be necessary to properly administer and control the portion of the          
Collateral owned by it or the handling of collections and realizations          
thereon; (m) to receive, open and dispose of all mail addressed to Grantor      
and notify postal authorities to change the address for delivery thereof to     
such address as Secured Party may designate; provided that Secured Party        
agrees that it will promptly deliver over to Grantor such opened mail as        
does not relate to the Collateral; and (n) to exercise all other rights,        
powers and remedies of an owner of the Collateral; all at Secured Party's       
sole option and as Secured Party in its sole discretion may deem advisable.     
Grantor will, at Secured Party's request, assemble all Collateral and make    
it available to Secured Party at places which Secured Party may designate,      
whether at the premises of Grantor or elsewhere, and will make available to     
Secured Party all premises and facilities of Grantor for the purpose of         
Secured Party's taking possession of the Collateral or removing or putting      
the Collateral in salable form.                                                 

9.2     Possession by Secured Party.  Upon the occurrence of an Event of        
Default, Secured Party also shall have the right, without notice or demand,     
either in person, by agent or by a receiver to be appointed by a court (and     
Grantor hereby expressly consents to the appointment of such a receiver),       
and without regard to the adequacy of any security for the Obligations, to      
take possession of the Collateral or any part thereof and to collect and        
receive the rents, issues, profits, income and proceeds thereof.  Taking        
possession of the Collateral shall not cure or waive any Event of Default       
or notice thereof or invalidate any act done pursuant to such notice.  The      
rights, remedies and powers of any receiver appointed by a court shall be       
as ordered by said court.                                                       

9.3     Sale of Collateral.  Any public or private sale or other                
disposition of the Collateral may be held at any office of Secured Party,       
or at Grantor's places of business, or at any other place permitted by          
applicable law, and without the necessity of the Collateral's being within      
the view of prospective purchasers.  Secured Party may direct the order and     
manner of sale of the Collateral, or portions thereof, as it in its sole        
and absolute discretion may determine.  Secured Party or any Person on          
Secured Party's behalf may bid and purchase at any such sale or other           
disposition.                                                                    

9.4     Notice of Sale.  Unless the Collateral is perishable or threatens       
to decline speedily in value or is of a type customarily sold on a              
recognized market, Secured Party will send or otherwise make available to       
Grantor reasonable notice of the time and place of any public sale thereof      
or of the time on or after which any private sale or other disposition          
thereof is to be made.  The requirement of sending reasonable notice            
conclusively shall be met if such notice is mailed, first class mail,           
postage prepaid, to Grantor at its address set forth in the Loan Agreement      
at least five (5) days before the time of the sale or disposition.  Grantor     
expressly waives any right to receive notice of any public or private sale      
of any Collateral or other security for the Obligation(s) except as             
expressly provided for in the preceding sentence.                               

9.5     Title of Purchasers.  Upon consummation of any sale of Collateral       
hereunder, Secured Party shall have the right to assign, transfer and           
deliver to the purchaser or purchasers thereof the Collateral so sold.          
Each such purchaser at any such sale shall hold the Collateral so sold          
absolutely free from any claim or right upon the part of Grantor or any         
other person claiming through Grantor, and Grantor hereby waives (to the        
extent permitted by law) all rights of redemption, stay and appraisal which     
it now has or may at any time in the future have under any rule of law or       
statute now existing or hereafter enacted.  If the sale of all or any part      
of the Collateral is made on credit or for future delivery, Secured Party       
shall not be required to apply any portion of the sale price to the             
Obligations until such amount is actually received by Secured Party, and        
any Collateral so sold may be retained by Secured Party until the sale          
price is paid in full by the purchaser or purchasers thereof.  Secured          
Party shall not incur any liability in case any such purchaser or               
purchasers shall fail to pay for the Collateral so sold, and, in case of        
any such failure, the Collateral may be sold again.                             

10.     Secured Party Appointed Attorney-in-Fact.  Grantor hereby               
irrevocably nominates and appoints Secured Party as its attorney-in-fact        
for the following purposes:  (a) to do all acts and things which Secured        
Party may deem necessary or advisable to perfect and continue perfected the     
security interests created by this Agreement and, upon the occurrence of an     
Event of Default, to preserve, process, develop, maintain and protect the       
Collateral; (b) to prepare, sign, file and/or record, for Grantor in the        
name of Grantor, any financing statement, application for registration, and     
like papers and to take any other action deemed by Secured Party necessary      
or desirable in order to perfect the security interests granted hereby;         
(c) to execute any and all papers and instruments and do all other things       
necessary or desirable to preserve and protect the Collateral and to            
protect Secured Party's security interests therein; and (d) upon the            
occurrence of an Event of Default, to do any and every act which Grantor is     
obligated to do under this Agreement, at the expense of Grantor; provided,      
however, that Secured Party shall be under no obligation whatsoever to take     
any of the foregoing actions, and absent bad faith or actual malice,            
Secured Party shall have no liability or responsibility for any act or          
omission taken with respect thereto.                                            

11.     Costs and Expenses.  Grantor agrees to pay to Secured Party all         
reasonable costs and expenses (including without limitation reasonable          
attorneys' fees and disbursements, including the allocated costs of in-         
house counsel) incurred by Secured Party in the enforcement of this             
Agreement with regard to the Collateral owned by it, whether or not an          
action is filed in connection therewith, and in connection with any waiver      
or amendment of any term or provision hereof.  All advances, charges, costs     
and expenses, including reasonable attorneys' fees, incurred or paid by         
Secured Party in exercising any right, power or remedy conferred by this        
Agreement (including without limitation the right to perform any Obligation     
of Grantor under the Loan Documents), or in the enforcement thereof, shall      
be secured hereby and shall become a part of the Obligations and shall be       
paid to Secured Party by Grantor, immediately upon demand, together with        
interest thereon at the rate(s) provided for under the Loan Agreement.          

12.     Statute of Limitations and Other Laws.  Until the Obligations shall     
have been paid and performed in full, the power of sale and all other           
rights, powers and remedies granted to Secured Party hereunder shall            
continue to exist and may be exercised by Secured Party at any time and         
from time to time irrespective of the fact that any of the Obligations may      
have become barred by any statute of limitations.  Grantor expressly waives     
the benefit of any and all statutes of limitation, laws providing for           
exemption of property from execution or for valuation and appraisal upon        
foreclosure to the maximum extent permitted by applicable law.                  

13.     Other Agreements.  Nothing herein shall in any way modify or limit      
the effect of terms or conditions set forth in any other security or other      
agreement executed by Grantor or in connection with the Obligations, but        
each and every term and condition hereof shall be in addition thereto.          

14.     Liens on Real Property.  In the event that all or any part of the       
Obligations at any time are secured by any one or more deeds of trust or        
mortgages or other instruments creating or granting liens on any interest       
in real property, Grantor authorizes Secured Party, upon the occurrence of      
any Event of Default, at the sole option of Secured Party, without notice       
or demand and without affecting any Obligations of Grantor, the                 
enforceability of this Agreement, or the validity or enforceability of any      
liens of Secured Party on any Collateral, to foreclose any or all of such       
deeds of trust or mortgages or other instruments by judicial or nonjudicial     
sale.  Grantor expressly waives any defenses to the enforcement of this         
Agreement or any liens created or granted hereby or to the recovery by          
Secured Party against any guarantor or any other Person liable therefor of      
any deficiency after a judicial or nonjudicial foreclosure or sale.             
Grantor expressly waives any defenses or benefits that may be derived from      
California Code of Civil Procedure Sections 580a, 580b, 580d or 726, or         
comparable provisions of the laws of any other jurisdiction, and all other      
suretyship defenses it otherwise might or would have under California law       
or other applicable law.                                                        

15.     Understandings With Respect to Waivers and Consents.  Grantor           
warrants and agrees that each of the waivers and consents set forth herein      
are made with full knowledge of their significance and consequences, with       
the understanding that events giving rise to any defense or right waived        
may diminish, destroy or otherwise adversely affect rights which Grantor        
otherwise may have against Secured Party or others, or against any              
Collateral.  If any of the waivers or consents herein are determined to be      
unenforceable under applicable law, such waivers and consents shall be          
effective to the maximum extent permitted by law.                               

16.     Governing Law.  This Agreement shall be governed and construed in       
accordance with the Laws of the State of California.                            

17.     Agreements Regarding Indebtedness of Third Party    
Borrowers.                                                                      

17.1     Warranties.  Grantor acknowledges that this Agreement secures (or      
may secure) in whole or in part the indebtedness of one or more persons (as     
used herein, the term "person" includes an individual, trust, corporation,      
partnership, association or any other type of entity) other than Grantor        
(herein referred to as "Third Party Borrowers"). Grantor warrants that          
(a) this Agreement is executed at the request of such Third Party               
Borrowers; (b) this Agreement complies with any agreements between Grantor      
and such Third Party Borrowers regarding Grantor's execution hereof;            
(c) Secured Party has made no representation to Grantor as to the               
creditworthiness of such Third Party Borrowers; and (d) Grantor has             
established adequate means of obtaining from such Third Party Borrowers on      
a continuing basis financial and other information pertaining to the            
financial condition of such Third Party Borrowers.  Grantor agrees to keep      
adequately informed from such means of any facts, events or circumstances       
which might in any way affect Grantor's risks hereunder, and Grantor            
further agrees that Secured Party shall have no obligation to disclose to       
Grantor information or material acquired in the course of Secured Party's       
relationship with such Third Party Borrowers.                                   

17.2     Waivers.                                 

(a)     Grantor waives any right to require Secured Party to (i) proceed        
against any person, including any of the Third Party Borrowers or any           
guarantor; (ii) proceed against or exhaust (either in any particular order      
or manner or at all) any collateral or guaranty held from any of the Third      
Party Borrowers or any other person; (iii) give notice of the terms, time       
and place of any public or private sale of personal property security held      
from any of the Third Party Borrowers or any other person or comply with        
any other provision of Section 9504 of the California Uniform Commercial        
Code; (iv) pursue any other remedy in Secured Party's power; or (v) make        
any presentment, demand for performance, or give any notice of                  
nonperformance, protest, notice of protest or notice of dishonor in             
connection with any obligation or evidence of indebtedness held by Secured      
Party as security, in connection with any obligation or evidence of             
indebtedness which constitutes in whole or in part the indebtedness, or in      
connection with the creation of new or additional obligations.                  

(b)     Grantor waives any defenses arising by reason of (i) any disability     
or other defense of any of the Third Party Borrowers or any other person;       
(ii) the cessation from any cause whatsoever of the obligations of any of       
the Third Party Borrowers or any other person; (iii) the application by         
any of the Third Party Borrowers of the proceeds of any of the indebtedness     
for purposes other than the purposes represented by such Third Party            
Borrowers to Secured Party or intended or understood by Secured Party or        
Grantor; (iv) any act or omission by Secured Party which directly or            
indirectly results in or aids the discharge or release of any of the Third      
Party Borrowers, any other person, any of the indebtedness, or any              
collateral by operation of law or equity or otherwise; or (v) any               
modification of the indebtedness in any form whatsoever, including without      
limitation the renewal, extension, acceleration or other change in time for     
payment of such obligations, increase or decrease of the rate of interest       
thereon, or other change in the terms of the indebtedness or any part           
thereof.                                                                        

(c)     Grantor waives all rights which Grantor may have under any              
requirement of law or equity that Secured Party exhaust any other security      
for the indebtedness before proceeding under this Agreement.                    

(d)     Grantor acknowledges that all or a portion of the present and           
future indebtedness of Third Party Borrowers to Secured Party is or may be      
secured by one or more deed(s) of trust covering certain interests in real      
property.  Grantor authorizes Secured Party, at its sole option, without        
notice or demand and without affecting the liability of Grantor under this      
Agreement, to foreclose any or all of the deed(s) of trust and the              
interests in real property secured thereby by nonjudicial sale, or to           
execute any other right or remedy with respect to the deed(s) of trust or       
the property covered thereby.  No such action by Secured Party shall            
release or limit the liability of Grantor hereunder, even if the effect of      
that action is to deprive Grantor of the right to reimbursement from the        
Third Party Borrowers for any sums paid by Grantor to Secured Party with        
respect to the indebtedness.  Grantor specifically agrees that Grantor          
shall not be released from liability hereunder by any action taken by           
Secured Party, including without limitation a nonjudicial sale under any        
deed of trust, that would afford Third Party Borrowers a defense based on       
any anti-deficiency laws of any state.  Grantor expressly waives (i) any        
defense to the recovery of a deficiency against Grantor after such a            
nonjudicial sale, notwithstanding that such sale may result in a loss by        
Grantor of the right to recover from Third Party Borrowers any of such          
deficiency, (ii) any defense or benefits that may be derived from               
California Code of Civil Procedure Sections 580a, 580d or 726, or analogous     
laws of any other state (if any) and (iii) all suretyship defenses that it      
would otherwise have under the laws of any state.   Without limiting the        
foregoing, Grantor understands that, in the absence of the foregoing            
waivers and releases, Grantor might have a defense against an action by         
Secured Party to recover a deficiency from Grantor under this Agreement         
following a nonjudicial foreclosure sale under any deed(s) of trust             
securing any indebtedness of Borrower to Secured Party guaranteed hereby,       
and Grantor is specifically waiving this defense and all other defenses         
which Grantor might otherwise have to the recovery by Secured Party against     
Grantor.  Grantor waives any right to receive notice of any judicial or         
nonjudicial sale or foreclosure of any real property subject to any deed of     
trust securing the indebtedness, and Grantor's failure to receive any such      
notice shall not impair or affect Grantor's liability hereunder.                

(e)     Grantor shall have no right of subrogation, and Grantor further         
waives any right to enforce any remedy which Grantor now has or later may       
have against any of the Third Party Borrowers or any other person, and          
waives any benefit of, and any right to participate in, any security now or     
later held by Secured Party.                                                    

17.3     Understandings with Respect To Waivers.  Grantor warrants and          
agrees that each of the waivers set forth above are made with Grantor's         
full knowledge of their significance and consequences, with the                 
understanding that events giving rise to any defense waived may diminish,       
destroy or otherwise adversely affect rights which Grantor otherwise may        
have against any of the Third Party Borrowers, Secured Party or others, or      
against collateral, and that, under the circumstances, the waivers are          
reasonable and not contrary to public policy or law.  If any of the waivers     
are determined to be contrary to any applicable law or public policy, such      
waivers shall be effective to the maximum extent permitted by law.              

17.4     Waiver of Authentication of Validity of Acts of Corporation or         
Partnership.  It is not necessary for Secured Party to inquire into the         
power of any of the Third Party Borrowers or any agents acting or               
purporting to act on their behalf, and all obligations made, created or         
accepted in reliance upon the professed exercise of such power shall be         
secured hereby.                                                                 

IN WITNESS WHEREOF, Grantor has executed this Agreement by its duly             
authorized officers as of the date first written above.                         

"Grantor":                                                                      

ELDYNE, INC., a California corporation                                          

By      /s/___________________________                                          

_Eric DeMarco, Sr. V.P. & CFO_                                  
[Printed Name & Title]                                          

Acknowledged:                                                                   

"Secured Party"                                                                 

THE SUMITOMO BANK OF CALIFORNIA,                                                
a California banking corporation,                                               
as Agent for itself and Imperial Bank                                           

By      /s/_________________________                                            
Sajeda Simjee, Vice President                                   

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EXHIBIT A                                                             

(Attach UCC - Search)                                                 

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-Q Filing		Date		First		Last			Other Filings
		8/8/94		1
		5/25/95		1
		12/29/95		1
		5/9/96		1
		8/30/96		1
		9/3/96		1
		9/4/96		1
		9/6/96		1
		9/16/96		1
		10/18/96		1
		12/3/96		1
		12/30/96		1
		12/31/96		1					10-K, 10-K405/A
		3/26/97		1
		3/31/97		1					10-K, 10-Q
		5/15/97		1		2			DEF 14A, PRE 14A
For The Period Ended		6/30/97		1					11-K
Filed On / Filed As Of		8/13/97
		8/19/97
		9/30/97		1					10-Q
		12/31/97		1					10-K/A, 10-K405
		5/31/98		1
		11/1/3		1
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