TITAN CORP
TITAN AND SUREBEAM AGREEMENT
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<TYPE>EX-10.42
<SEQUENCE>4
<FILENAME>exhibit10_42.htm
<DESCRIPTION>TITAN AND SUREBEAM AGREEMENT
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<title>The Titan Corporation</title>
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<p align="center"><b><font size="3" face=
"Times New Roman">AMENDMENT TO<br />
SENIOR SECURED CREDIT AGREEMENT<br />
AND<br />
CONTRACT FOR PURCHASE AND SALE OF EQUIPMENT AND SERVICES<br />
</font></b></p>

<p><b><font size="3" face="Times New Roman">This Amendment to
Senior Secured Credit Agreement and Contract for Purchase and Sale
of Equipment and Services</font></b> dated as of March 28, 2003
(the &ldquo;<b><i>Amendment</i></b>&rdquo;), is entered into by and
between <b>SureBeam Corporation</b>, a Delaware corporation
(&ldquo;<b><i>Borrower</i></b>&rdquo;), and <b>The Titan
Corporation,</b> a Delaware
corporation<b></b>(&ldquo;<b><i>Lender</i></b>&rdquo;).&nbsp;</p>

<p align="center"><b><font size="3" face=
"Times New Roman">Recital</font></b></p>

<p><b><font size="3" face="Times New Roman">A.</font></b><font
color="black">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Borrower
and Lender have entered into that Senior Secured Credit Agreement
dated as of August 2, 2002 (as the same may be further amended,
modified, supplemented or restated hereafter from time to time, the
&ldquo;<b><i>Credit Agreement</i></b>&rdquo;), pursuant to which
Lender has agreed to extend and make available to Borrower certain
advances of money upon the terms and conditions set forth in the
Credit Agreement and the other Loan Documents.&nbsp;</font></p>

<p><b><font size="3" face="Times New Roman">B.</font></b><font
color="black">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Borrower
and Lender are also party to that Contract for Purchase and Sale of
Equipment and Services date February 11, 2002 (as the same may be
further amended, modified, supplemented or restated from time to
time, the &ldquo;<b><i>Equipment
Agreement</i></b>&rdquo;).</font></p>

<p><b><font size="3" color="black" face=
"Times New Roman">C.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></b>
<font color="black">Borrower has requested that Lender amend
certain provisions of the Credit Agreement and the Equipment
Agreement, as more fully set forth herein.</font></p>

<p><b><font size="3" face="Times New Roman">D.</font></b><font
color="black">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subject to
the representations and warranties of Borrower and upon the terms
and conditions set forth in this Amendment, the Lender is willing
to so amend the Credit Agreement and the Equipment
Agreement.</font></p>

<p align="center"><b><font size="3" color="black" face=
"Times New Roman">Agreement</font></b></p>

<p><b><font size="3" face="Times New Roman">Now,
Therefore</font></b>, in consideration of the foregoing Recitals,
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be
legally bound, the parties hereto represent, warrant and agree as
follows:</p>

<p><b>Definitions.&nbsp;</b> Capitalized terms used herein without
definitions shall have the meanings given to them in the Credit
Agreement.</p>

<p><b>Amendment to Credit Agreement.</b> &nbsp; The <font color=
"black">Credit</font> Agreement is hereby amended as follows:</p>

<p><b>Section 3.1(d) -&nbsp; Repayments and
Prepayments</b>.&nbsp;</p>

<p>The following shall be added to the end of Section 3.1(d) of the
Credit Agreement:</p>

<p><font size="3" face="Times New Roman">&ldquo;Notwithstanding the
foregoing during the time period from March 12, 2003 through
September 30, 2004 (the &ldquo;<b><i>Waiver Period</i></b>&rdquo;),
and provided that no Default or Event of Default has occurred
during such Waiver Period, the Borrower may receive net proceeds
from the issuance of equity securities, which otherwise would
constitute Net Proceeds, in an amount up to Twenty Five Million
Dollars ($25,000,000) (the &ldquo;<b><i>Exempt Net
Proceeds</i></b>&rdquo;), and such Exempt Net Proceeds shall not be
subject, during the Waiver Period and thereafter, to the provisions
of this Section 3.1(d); <i>provided, however</i>, any amounts
received in excess of Twenty Five Million Dollars ($25,000,000)
during the Waiver Period shall be subject to the provisions of this
Section 3.1(d).&rdquo;</font></p>

<p><b>Amendments to Equipment Agreement.&nbsp;</b> Borrower agrees
(a) to the amendments to Statements of Work (as defined in the
Equipment Agreement) set forth in <b>Section 3.1</b> below, (b)
that such amendments shall constitute Change Orders (as defined in
the Equipment Agreement) agreed to between the parties for purposes
of the Equipment Agreement, and (c) that all the provisions in the
Equipment Agreement relating to effecting Change Orders shall be
deemed to have been complied with in connection with the Change
Orders below upon the parties&rsquo; execution of this
Amendment.</p>

<p>The agreed-on Change Orders are as follows:</p>

<p>Borrower shall not charge Lender for any additional costs to
complete the PS500 Wright Medical and Guidant systems effective
January 1, 2003.&nbsp; The billings dated January 24, 2003, for
December 2002 activity, shall constitute the final billings on the
procurement and installation of these systems.&nbsp; These systems
shall be delivered by Borrower to Titan Scan Technologies
Corporation (&ldquo;<b><i>Titan Scan</i></b>&rdquo;) at the
expected system performance level in terms of power and utilization
(in accordance with the Statement of Work issued to Borrower),
which is for Guidant 3kW, 10 MeV, and for Wright 3kW, 5 MeV, 24
hour per day, 7 days per week operation with 95%
&ldquo;up-time.&rdquo;&nbsp;</p>

<p>Billings by Borrower of the applicable Lender entity for
activity after December 31, 2002 on the demo PS500 unit in Dublin,
California shall not exceed $200,000 to finish the unit as
currently agreed under the applicable Statement of Work.&nbsp; The
current agreement between the parties is for the system to
substantially operate at the same capability as the unit installed
at Wright Medical, including automated material handling and
electron beam energy of 5MeV and power at 3kW.&nbsp; However, if
directed by Titan Scan through a Change Order signed by the Chief
Financial Officer of Lender (or his designate in writing),
additional work shall be billed accordingly.</p>

<p>There shall be no future billings by Borrower of the applicable
Lender entity for Non-Recurring Engineering (NRE) on the PS500 line
effective January 1, 2003 unless new work is directed by Titan Scan
through a Change Order signed by the Chief Financial Officer of
Lender (or his designate in writing).</p>

<p>There shall be no future billings by Borrower of the applicable
Lender entity on the Baxter Cygnet and Baxter PI#1 systems
effective January 1, 2003.&nbsp; The parties agree that these
systems were complete as of such time.</p>

<p>Billings by Borrower of the applicable Lender entity to complete
the production and installation of the Baxter PI#2 system shall not
exceed $24,000 after January 1, 2003.&nbsp; This amount is
consistent with the estimate for project completion provided by
Borrower to Titan Scan in January 2003.</p>

<p>The current delivery schedules for all systems being produced by
Borrower for Titan Scan shall not change as a result of this
Amendment and the Change Orders contained herein.</p>

<p>Borrower shall enter into a Two Year Service Contract with
Lender and/or Titan Scan to be agreed upon by the parties to
provide technical services to installed and fielded Titan Scan
medical sterilization systems.&nbsp; If an agreement on a Two Year
Service Contract is not reached, Borrower shall provide technical
services on a time and materials basis, the rate of which shall be
Borrower labor costs, plus allocation of fringe, occupancy, and
direct overhead application, plus 20% margin.&nbsp; The rates shall
be renewable annually.&nbsp;&nbsp;</p>

<p><font size="3" face="Times New Roman">Except to the extent
modified by this Amendment and the Change Orders contained herein,
all other terms of the Equipment Agreement and any Statements of
Work issued thereunder remain unchanged and in full force and
effect.</font></p>

<p><b>Limitation of Amendment.&nbsp;</b> Each of the amendments set
forth in <b>Section&nbsp;2</b> and <b>Section 3</b> above shall be
limited precisely as written and shall not be deemed to (i) be an
amendment to or waiver of any other term or condition of the Credit
Agreement or any other Loan Document or the Equipment Agreement,
(ii) prejudice any right or remedy which Lender may now have or may
have in the future under or in connection with the Credit Agreement
or any other Loan Document or the Equipment Agreement, or (iii) be
a consent to any future amendment, waiver or modification of any
other term or condition of the Credit Agreement or any other Loan
Document or the Equipment Agreement.&nbsp;</p>

<p><b>Representations and Warranties.</b>&nbsp; In order to induce
Lender to enter into this&nbsp; Amendment, Borrower represents and
warrants to Lender as follows:</p>

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

<p>The execution and delivery by Borrower of this Amendment and the
performance by Borrower of its obligations under the Credit
Agreement and the Equipment Agreement, each as amended by this
Amendment, and each of the other Loan Documents to which it is a
party have been duly authorized by all necessary action on the part
of Borrower;&nbsp;</p>

<p>This Amendment has been duly executed and delivered by Borrower
and is the binding obligation of the Borrower, enforceable against
it in accordance with its terms, except as such enforceability may
be limited by bankruptcy, insolvency, reorganization, liquidation,
moratorium or other similar laws of general application and
equitable principles relating to or affecting creditors&rsquo;
rights.</p>

<p><b><font size="3" face="Times New Roman">SECTION
6.&nbsp;</font></b> <b>Full Force and Effect; Reaffirmation</b>.
Except to the extent expressly provided in this Amendment, the
terms and conditions of the Credit Agreement and the Equipment
Agreement shall remain in full force and effect.&nbsp; Borrower
hereby reaffirms its obligations under each of the Loan Documents
to which it is a party.</p>

<p><b><font size="3" face="Times New Roman">SECTION 7.&nbsp;&nbsp;
Governing Law.</font></b>&nbsp; This Amendment shall be governed by
and shall be construed and enforced in accordance with the laws of
the state of California.</p>

<p><b><font size="3" face="Times New Roman">SECTION 8.
Counterparts.</font></b> This Amendment may be executed in any
number of counterparts, each of which when so delivered shall be
deemed an original, but all such counterparts taken together shall
constitute but one and the same instrument.</p>

<p><b><font size="3" face=
"Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></b></p>

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<p><b><font size="3" face="Times New Roman">In Witness
Whereof</font></b>, the parties hereto have caused this Amendment
to be executed as of the date first written above.</p>

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<p align="left"><b><font size="3" color="black" face=
"Times New Roman">Borrower</font></b></p>
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<td height="10" valign="top">
<p align="left"><b><font size="3" color="black" face=
"Times New Roman">SureBeam Corporation</font></b><font color=
"black">,<br />
 a Delaware corporation</font></p>
</td>
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<p><font size="3" face=
"Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></p>
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<p align="center"><font size="3" face="Times New Roman"><br />
 /s/ DAVID RANE</font></p>
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<td height="31" valign="top"></td>
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<p align="center"><font size="3" face="Times New Roman">David
Rane<br />
 Senior Vice President and<br />
 Chief Financial Officer</font></p>
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<p><b><font size="3" color="black" face=
"Times New Roman"></font></b></p>

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

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<td height="10" valign="top">
<p align="left"><b><font size="3" face=
"Times New Roman">Lender</font></b></p>
</td>
<td height="10" valign="bottom"></td>
<td height="10" valign="top">
<p align="left"><b><font size="3" color="black" face=
"Times New Roman">The Titan Corporation</font></b><font color=
"black">,<br />
 a Delaware corporation</font></p>
</td>
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<p><font size="3" face=
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<p align="center"><font size="3" face="Times New Roman"><br />
 /s/ MARK W. SOPP</font></p>
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<td height="31" valign="top">
<p align="center"><font size="3" face="Times New Roman">Mark W.
Sopp<br />
 Senior Vice President and<br />
 Chief Financial Officer</font></p>
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<p><b><font size="3" color="black" face=
"Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></b></p>

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