TITAN CORP
REIMBURSEMENT AGREEMENT
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<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>reimburse.htm
<DESCRIPTION>REIMBURSEMENT AGREEMENT
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<p align="center"><b><font size="4" face=
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<p align="center"><b><font size="4" face=
"Times New Roman">REIMBURSEMENT AGREEMENT</font></b></p>

<p><b><font size="3" face="Times New Roman">THIS REIMBURSEMENT
AGREEMENT</font></b> (this <b><i>&ldquo;Agreement&rdquo;</i></b>)
is made as of this 2nd&nbsp;day of August, 2002, by and between The
Titan Corporation, a Delaware corporation
(<b><i>&ldquo;Titan&rdquo;</i></b>), and SureBeam Corporation, a
Delaware corporation (<b><i>&ldquo;SureBeam&rdquo;</i></b>).</p>

<p align="center"><font size="3" face=
"Times New Roman">RECITALS:</font></p>

<p><b><font size="3" face=
"Times New Roman">A.</font></b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<b>Whereas</b>, SureBeam has a right to exchange $1.0 million of
the funds it has advanced to Hawaii Pride, L.L.C., a Hawaiian
limited liability company (the <b><i>&ldquo;Company&rdquo;</i></b>)
for 19.9% of the equity of the Company (the <b><i>&ldquo;Equity
Interest&rdquo;</i></b>) but as of the date of this Agreement,
SureBeam has not exercised this right and owns no equity interest
in the Company;</p>

<p><b><font size="3" face=
"Times New Roman">B.</font></b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<b>Whereas</b>, the Company and WebBank (the
<b><i>&ldquo;Bank&rdquo;</i></b>) entered into a Loan Agreement
dated June 22, 2000 (as such Loan Agreement may have been and may
subsequently be amended, the <b><i>&ldquo;Loan
Agreement&rdquo;</i></b>) pursuant to which the Bank agreed to loan
$6,750,000 to the Company (the
<b><i>&ldquo;Loan&rdquo;</i></b>);</p>

<p><b><font size="3" face=
"Times New Roman">C.</font></b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<b>Whereas</b>, as a condition to entering the Loan Agreement and
making the Loan, the Bank required that Titan (i) guarantee the
Company&rsquo;s obligations under the Loan Agreement, to the extent
of SureBeam&rsquo;s ownership interest in the Company, pursuant to
that certain Absolute and Unconditional Guarantee of Payment by The
Titan Corporation to the Extent of its Ownership dated June 22,
2000 (as such Guarantee may have been and may subsequently be
amended, the <b><i>&ldquo;Guarantee&rdquo;</i></b>) and (ii)
indemnify the Bank pursuant to that certain Indemnity Agreement
dated as of June 22, 2000 by and among Titan, the Company, the
Bank, Eric D. Weinert and John W. Clark (as such Indemnity
Agreement may have been and may subsequently be amended, the
<b><i>&ldquo;Indemnity Agreement&rdquo;</i></b>) against all
violations of any Applicable Environmental Laws (as defined in the
Indemnity Agreement) relating to the property securing the Loan;
and</p>

<p><b><font size="3" face=
"Times New Roman">D.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Whereas</font></b>, SureBeam has agreed to reimburse Titan in the
event that Titan&nbsp; becomes obligated to make any payments under
the Guarantee or the Indemnity Agreement.</p>

<p><b><font size="3" face="Times New Roman">Now
Therefore</font></b>, for good and valuable consideration, the
parties hereto agree as follows:</p>

<p><b>Right to Reimbursement</b>.&nbsp; If Titan (i) makes any
payment in connection with the Guarantee or the Indemnity
Agreement, whether such payment is made to the Bank or any party to
the Indemnity Agreement or to any third party, or (ii) incurs any
expense or cost incidental to or in any way related to the
Guarantee or the Indemnity Agreement, including, without
limitation, (a) in opposing any claim for payment under the
Guarantee or Indemnity Agreement, (b) in connection with the Bank
exercising any of its rights under the Guarantee or the Indemnity
Agreement (including any expenses of the Bank or its advisors in
connection therewith that are subject to payment or reimbursement
by Titan pursuant to the provisions of the Guarantee or by Titan or
the other parties thereto pursuant to the provisions of the
Indemnity Agreement) or (c) in enforcing this Agreement, then
SureBeam shall have an unconditional obligation to pay to Titan an
amount (the <b><i>&ldquo;Required Reimbursement
Amount&rdquo;</i></b>) equal to 100% of all amounts referred to in
clauses (i) and (ii) above, payable in cash. SureBeam shall pay any
Required Reimbursement Amount in cash within five business days of
receipt of a written demand for reimbursement of such Required
Reimbursement Amount (the <b><i>&ldquo;Reimbursement Demand
Notice&rdquo;</i></b>).&nbsp; The Reimbursement Demand Notice shall
set forth the Required Reimbursement Amount.</p>

<p><b>Default</b>.&nbsp; If SureBeam fails to pay in cash a
Required Reimbursement Amount&nbsp; within five business days from
the date of receipt by it of a Reimbursement Demand Notice,
SureBeam shall be deemed to be in default under this Agreement and
interest (<b><i>&ldquo;Additional Interest&rdquo;</i></b>) shall
accrue on the Required Reimbursement Amount at a rate equal to the
lesser of (i) the rate then payable by the Company under the Loan
Agreement plus two percent (2%), and (ii) the highest rate
permitted by law.&nbsp; In the event of a default by SureBeam
pursuant to the preceding sentence, Additional Interest shall begin
to accrue (and shall accrue daily) as of the date of the applicable
Reimbursement Demand Notice and shall continue to accrue until the
date (the <b><i>&ldquo;Late Payment Date&rdquo;</i></b>) that
SureBeam pays to Titan the entire Required Reimbursement Amount
specified in such Reimbursement Demand Notice, plus all Additional
Interest thereon.&nbsp; Additional Interest shall be payable by
SureBeam to Titan in cash within five business days following a
default by SureBeam under this Section 2.</p>

<p><b>Obligation Unconditional.</b>&nbsp; SureBeam hereby
acknowledges and agrees that its obligations to pay to Titan any
Required Reimbursement Amount and Additional Interest pursuant to
Section 1 and Section 2 above are unconditional and shall not be
affected by (and SureBeam shall not assert as a defense to these
payment obligations) any failure by Titan to contest any claim or
demand made against it by, or to assert any defense, claim or
demand or enforce or exercise any right or remedy it may have
against, the Bank, any party to the Indemnity Agreement or any
third party under the provisions of the Guarantee, the Indemnity
Agreement or otherwise.</p>

<p><b>Titan Representations and Warranties.</b> Titan hereby
represents, warrants and acknowledges as follows:</p>

<p>Titan (a) is a legal entity duly organized and validly existing
under the laws of its jurisdiction of organization, (b) has all of
the power and authority necessary to enter into this Agreement, and
(c) has taken all action as may be necessary to authorize the
execution and delivery of this Agreement and the performance of its
obligations hereunder.</p>

<p>This Agreement constitutes the legal, valid and binding
obligation of Titan, and is enforceable against Titan in accordance
with its terms.</p>

<p><b>SureBeam Representations and Warranties.</b> SureBeam hereby
represents, warrants and acknowledges as follows:</p>

<p>SureBeam (a) is a legal entity duly organized and validly
existing under the laws of its jurisdiction of organization, (b)
has all of the power and authority necessary to enter into this
Agreement, and (c) has taken all action as may be necessary to
authorize the execution and delivery of this Agreement and the
performance of its obligations hereunder.</p>

<p>This Agreement constitutes the legal, valid and binding
obligation of SureBeam, and is enforceable against SureBeam in
accordance with its terms.</p>

<p><b>Consent.&nbsp;</b> Titan and SureBeam each acknowledges that
the purpose of the covenants in this Paragraph 6 is to protect
Titan&rsquo;s interest as a contingent creditor of SureBeam under
the Guarantee, Indemnity Agreement and Loan Agreement and not for
the purpose of influencing SureBeam&rsquo;s business judgment
regarding the value to SureBeam of SureBeam holding any equity
interest in the Company.&nbsp; As of the date of this Agreement,
SureBeam has represented to Titan that it has no present intention
to exercise its option to acquire the Equity Interest in the
Company. So long as the Guarantee or Indemnity Agreement remain in
effect or Titan remains subject to any covenants in the Loan
Agreement, SureBeam covenants and agrees that it shall not do any
of the following without the prior written consent of Titan:&nbsp;
(i) exercise its right to acquire the Equity Interest in the
Company nor acquire any equity interest in the Company or any
successor in interest to the Company either from the Company or
from any holder of an equity interest in the Company, whether
pursuant to the Amended and Restated Agreement #3 dated October 2,
2000 among SureBeam, Titan, the Company, John W. Clark and Eric
Weinert (the <b><i>&ldquo;Hawaii Pride Agreement&rdquo;</i></b>) or
pursuant to any other agreement or by any other means; (ii) enter
into any agreement with the Company or any of the equity owners of
the Company that modifies or amends the Hawaii Pride Agreement in
any respect; or (iii) enter into an operating agreement or similar
governing agreement for the Company.&nbsp;&nbsp; To the extent that
SureBeam receives notice of the Company&rsquo;s insolvency, the
occurrence of any default by the Company under the Loan Agreement,
including any failure to comply with covenants or failure make any
loan payments when due, or the Company&rsquo;s request or receipt
of any forbearance or waiver of covenants under the Loan Agreement,
SureBeam shall promptly notify Titan in writing of its knowledge of
such information.&nbsp; In addition, SureBeam shall provide to
Titan on a monthly basis a copy of any covenant compliance
worksheet provided by the Company to SureBeam pursuant to Paragraph
6 of the Hawaii Pride Agreement.</p>

<p><b>Fee.&nbsp;</b> So long as SureBeam does not own any equity
interest in the Company, SureBeam shall not be required to pay any
fee to Titan under this Agreement.&nbsp; If SureBeam acquires the
Equity Interest or otherwise acquires any equity interest in the
Company or any successor in interest in the Company while the
Guarantee or Indemnity Agreement remains in effect or while Titan
remains subject to any covenants in the Loan Agreement, then,
SureBeam shall pay Titan an annual fee equal to 1% of the amount of
the Loan guaranteed by Titan under the Guarantee as of December 31
of each year, which shall be payable by no later than March 31 of
the immediately following year (with the amount of the fee to be
pro-rated if SureBeam acquires such equity interest after the first
day of a new calendar year for the number of days in the year that
the Loan was guaranteed under the Guarantee).&nbsp;</p>

<p><b>Successors And Assigns</b>.&nbsp; This Agreement will be
binding upon, and inure to the benefit of, each party hereto and
such party&rsquo;s permitted successors and assigns; <i>provided,
however</i>, that SureBeam may not assign this Agreement without
the prior written consent of Titan.</p>

<p><b>Notices</b>.&nbsp; All notices and other communications
required or permitted hereunder will be in writing and transmitted
personally or by messenger, certified mail (return receipt
requested), telegram or facsimile with confirmed receipt, and will
be mailed or delivered to the address set forth on the signature
page hereto, or to such other address as the recipient may have
specified in a notice duly given to the sender as provided
herein.&nbsp; All such notices, requests, demands, consents and
other communications will be deemed to have been given and to be
effective for purposes of receipt upon the earlier of receipt or
the second business day following the date of mailing or
transmittal. Each party will promptly notify the other in writing
of any change in its address.</p>

<p><b>Attorneys&rsquo; Fees</b>.&nbsp; In the event any suit or
other legal proceeding arises in connection with this Agreement,
the prevailing party will be entitled to recover from the
non-prevailing party the reasonable attorneys&rsquo; fees and costs
incurred by such prevailing party, which will be in addition to all
other amounts and awards to which such prevailing party may be
entitled.</p>

<p><b>Amendments; Waivers</b>.&nbsp; This Agreement may be amended,
and compliance with any provision hereof may be waived, only by a
written instrument executed by each of the parties hereto.</p>

<p><b>No Agency</b>.&nbsp; Nothing in this Agreement will be deemed
to create the relationship of principal and agent or of partnership
or joint venture among the parties hereto.</p>

<p><b>No Third Party Beneficiary</b>.&nbsp; This Agreement is
solely for the benefit of the parties hereto and will not be deemed
to be for the benefit of, or to create any rights in favor of any
third party, including, without limitation, the Bank pursuant to
its rights to payments under the Loan Agreement.</p>

<p><b>Governing Law</b>.&nbsp; This Agreement will be governed by,
and construed under, the laws of the State of California as applied
to agreements among California residents, made and to be performed
entirely within the State of California.</p>

<p><b>Counterparts</b>.&nbsp; This Agreement may be executed in any
number of counterparts, each of which will be deemed an original,
but all of which together will constitute one agreement.</p>

<p><b>Severability</b>.&nbsp; In the event that any provision of
this Agreement shall be invalid, illegal or unenforceable then the
validity, legality or enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.</p>

<b><font size="3" face="Times New Roman"><br clear="all" />
</font></b>

<p><b><font size="3" face="Times New Roman">In Witness
Whereof</font></b>, the parties have executed this Agreement as of
the day and year first above written.</p>

<p><font size="3" face="Times New Roman"></font></p>

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<p><font size="3" face=
"Times New Roman">&nbsp;&nbsp;&nbsp;</font></p>
</td>
<td colspan="3" valign="top">
<p align="left"><b><font size="3" face="Times New Roman">The Titan
Corporation</font></b></p>
</td>
<td colspan="2" valign="top">
<p><b><font size="3" face=
"Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></b></p>
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<p><b><font size="3" face="Times New Roman">SureBeam
Corporation</font></b></p>
</td>
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<td valign="top"></td>
<td valign="top">
<p><font size="3" face="Times New Roman">By:</font></p>
</td>
<td valign="top">
<p><font size="3" face="Times New Roman">/s/ MARK W.
SOPP</font></p>
</td>
<td colspan="2" valign="top"></td>
<td colspan="2" valign="top">
<p><font size="3" face="Times New Roman">/s/ DAVID A.
RANE</font></p>
</td>
<td>
<p>&nbsp;</p>
</td>
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<td valign="top"></td>
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<hr size="2" width="100%" noshade color="black" align="center" />
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<p>&nbsp;</p>
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<td valign="top"></td>
<td valign="top"></td>
<td valign="top">
<p><font size="3" face="Times New Roman">Mark W. Sopp<br />
 Senior Vice President,<br />
 Chief Financial Officer</font></p>
</td>
<td colspan="2" valign="top"></td>
<td colspan="2" valign="top">
<p align="center"><font size="3" face="Times New Roman">David A.
Rane<br />
 Senior Vice President,<br />
 Chief Financial Officer</font></p>
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<p>&nbsp;</p>
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<td valign="top"></td>
<td valign="top">
<p><font size="3" face="Times New Roman">3033 Science Park
Road<br />
 San Diego, California 92121-1199</font></p>
</td>
<td colspan="2" valign="top"></td>
<td colspan="2" valign="top">
<p align="center"><font size="3" face="Times New Roman">9276
Scranton Road, Suite 600<br />
 San Diego, California 92121</font></p>
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<p>&nbsp;</p>
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