LINKABIT WIRELESS INC, S-1, 1997-12-08

LINKABIT WIRELESS INC
S-1, 1997-12-08

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
LINKABIT WIRELESS, INC.

(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 3663 33-0591074
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) Number)
</TABLE>

3033 SCIENCE PARK ROAD
SAN DIEGO, CA 92121
(619) 552-9500

(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------

FREDERICK L. JUDGE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LINKABIT WIRELESS, INC.,
3033 SCIENCE PARK ROAD
SAN DIEGO, CA 92121
(619) 552-9500

(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------

COPIES TO:

M. WAINWRIGHT FISHBURN, JR., ESQ. JOHN A. DENNISTON, ESQ.
ERIC J. LOUMEAU, ESQ. DAVID G. ODRICH, ESQ.
Cooley Godward LLP Brobeck, Phleger & Harrison LLP
4365 Executive Drive, Suite 1100 550 West C Street, Suite 1300
San Diego, CA 92121 San Diego, CA 92101
(619) 550-6000 (619) 234-1966

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box: / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
- ------------------------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- ------------------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Class A Common Stock, $0.001 par value..... 3,105,000 $14.00 $43,470,000 $12,824
</TABLE>

(1) Includes 405,000 shares that the Underwriters have the option to purchase
solely to cover over-allotments, if any.

(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act.
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
PROSPECTUS Subject to Completion, Dated December 8, 1997
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2,700,000
[LINKABIT WIRELESS, INC. LOGO]
Class A Common Stock

- ------------------------------------------------------------

All of the shares of Class A Common Stock, par value $0.001 per share ("Class A
Common Stock"), offered hereby (the "Offering") are being sold by Linkabit
Wireless, Inc. ("Linkabit Wireless" or the "Company"). The Company has two
classes of authorized Common Stock, Class A Common Stock and Class B Common
Stock, par value $0.001 per share ("Class B Common Stock"and, together with
Class A Common Stock, the "Common Stock"). Holders of Class A Common Stock
generally have identical rights to holders of Class B Common Stock, except that
holders of Class A Common Stock are entitled to one vote per share while holders
of Class B Common Stock are entitled to ten votes per share on all matters
submitted to a vote of stockholders. Holders of Class A Common Stock are
generally entitled to vote with the holders of Class B Common Stock as one class
on all matters as to which the holders of Class B Common Stock are entitled to
vote. See "Description of Capital Stock."

The Company is a wholly-owned subsidiary of The Titan Corporation ("Titan").
Upon completion of the Offering, Titan will own 100% of the Company's
outstanding Class B Common Stock, which will represent approximately 74.3% of
the outstanding Common Stock of the Company (approximately 71.5% if the
Underwriters' over-allotment option is exercised in full) and approximately
96.7% of the combined voting power of the Company's outstanding Common Stock
(approximately 96.2% if the Underwriters' over-allotment option is exercised in
full), and will continue to control the Company. See "Relationship with Titan
and Certain Transactions."

Prior to the Offering, there has been no public market for the Class A Common
Stock of the Company. It is currently estimated that the initial public offering
price of the Class A Common Stock will be between $12.00 and $14.00 per share.
See "Underwriting" for the factors to be considered in determining the initial
public offering price. Application has been made for quotation of the Class A
Common Stock on the Nasdaq National Market under the symbol "LBIT."

FOR A DISCUSSION OF CERTAIN RISKS OF AN INVESTMENT IN THE SHARES OF CLASS A
COMMON STOCK OFFERED HEREBY, SEE "RISK FACTORS" ON PAGE 7.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<S> <C> <C> <C>
Price to Underwriting Discounts Proceeds to
Public and Commissions (1) Company (2)
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Per Class A Common Share $ $ $
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Total (3) $ $ $
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</TABLE>

(1) THE COMPANY AND TITAN HAVE AGREED TO INDEMNIFY THE UNDERWRITERS AGAINST
CERTAIN LIABILITIES, INCLUDING LIABILITIES UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. SEE "UNDERWRITING."

(2) BEFORE DEDUCTING EXPENSES OF THE OFFERING PAYABLE BY THE COMPANY ESTIMATED
AT $900,000.

(3) THE COMPANY HAS GRANTED THE UNDERWRITERS A 30-DAY OPTION TO PURCHASE UP TO
405,000 ADDITIONAL SHARES OF CLASS A COMMON STOCK ON THE SAME TERMS PER
SHARE SOLELY TO COVER OVER-ALLOTMENTS, IF ANY. IF SUCH OPTION IS EXERCISED
IN FULL, THE TOTAL PRICE TO PUBLIC WILL BE $ , TOTAL UNDERWRITING
DISCOUNTS AND COMMISSIONS WILL BE $ AND THE TOTAL PROCEEDS TO THE
COMPANY WILL BE $ . SEE "UNDERWRITING."

The Class A Common Stock is being offered by the Underwriters as set forth under
"Underwriting" herein. It is expected that the delivery of the certificates
therefor will be made at the offices of SBC Warburg Dillon Read Inc., New York,
New York, on or about , 1998. The Underwriters include:

SBC WARBURG DILLON READ INC.

NEEDHAM & COMPANY, INC.

C.E. UNTERBERG, TOWBIN
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE CLASS A COMMON STOCK,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT COVERING TRANSACTIONS IN THE
CLASS A COMMON STOCK AND THE IMPOSITION OF A PENALTY BID, DURING AND AFTER THE
OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

DAMALink-TM- and Xpress Connection-TM- are trademarks of the Company. All other
trademarks, service marks, and tradenames referred to in this Prospectus are the
property of their owners.

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2
<PAGE>
PROSPECTUS SUMMARY
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THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION, INCLUDING "RISK FACTORS" AND FINANCIAL STATEMENTS AND NOTES THERETO
APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS THE CONTEXT OTHERWISE INDICATES,
(I) ALL REFERENCES TO THE "COMPANY" OR "LINKABIT WIRELESS" INCLUDE LINKABIT
WIRELESS, INC. AND ITS SUBSIDIARIES AND THEIR RESPECTIVE PREDECESSORS, AND (II)
ALL INFORMATION CONTAINED IN THIS PROSPECTUS (A) ASSUMES NO EXERCISE OF THE
UNDERWRITERS' OVER-ALLOTMENT OPTION AND (B) GIVES EFFECT TO A 0.39 TO 1 REVERSE
SPLIT OF THE COMMON STOCK. SEE "UNDERWRITING."

THE COMPANY

Linkabit Wireless has developed substantial expertise in Demand Assigned
Multiple Access ("DAMA") technology and critical engineering disciplines such as
satellite ground system design, RF and digital engineering, digital and
communications signal processing software, network management and modem
technology. The Company has benefited from substantial and continued investment
in its technology and products. Since 1986, the U.S. government, third parties
and the Company have collectively invested over $250 million in the Company's
research and development programs. A significant portion of this investment has
been focused in the area of DAMA technology which enables more cost-effective
and efficient use of satellite transmission capacity and allows each ground
terminal in a satellite network to communicate with any other terminal in the
network. The Company's commercial products leverage the advanced technologies
and broad technical competencies developed from the substantial investment in
its government business. Similarly, the government business has benefited from
the Company's investment in the design and production of cost-effective
commercial products which can satisfy the government's demand for more
commercial off-the-shelf ("COTS") products.

RURAL TELEPHONY. Telephone service for remote areas of many developing
countries has not been practical for a number of economic and technical reasons,
and consequently, nearly 50% of the world's population has never made a
telephone call. However, the development of low-cost ground terminals,
availability of satellite capacity covering rural areas and advancements in
voice transmission technologies have made satellite communications a practical
solution for rural telephony. Recently, governments in developing countries,
particularly in Southeast Asia, have shown an increased interest in providing
rural telephone services for both economic and political reasons. For example,
the Indonesian government has mandated that 20% of all new telephone lines be
installed in rural areas. In addition, consumers and businesses in these areas
are in need of affordable telephone services.

The Company's leading commercial product, Xpress Connection, uses existing
geosynchronous satellites to provide low-cost voice, facsimile and data services
using satellites to connect villages to a national Public Switched Telephone
Network ("PSTN"), making it possible to provide low-cost telephone service to
vast unserved areas. Xpress Connection is well-suited to the Company's target
markets because it: (i) is easy to operate; (ii) can be quickly installed in
rugged terrain without special test instruments or tools; (iii) operates
reliably in extreme heat, rain and humidity conditions with no requirement for
periodic maintenance, calibrations or manual adjustments; (iv) requires limited
human intervention as the network is unmanned with the exception of the central
control site; and (v) can operate at low power on a wide range of locally
available power sources, including solar energy.

The Company develops and markets its rural telephony products through strategic
alliances. In September 1995, the Company received an approximately $10 million
contract from PT. Pasifik Satelit Nusantra ("PSN") to develop the Xpress
Connection system for use in a rural telephony network in Indonesia. In December
1997, the Company received a follow-on order from PSN for 10,000 additional
terminals at a contract value of approximately $27 million. This contract also
contains a priced option to purchase up to

3
<PAGE>
10,000 additional terminals, which may be exercised at any time during the
contract term. The Company and PSN are marketing Xpress Connection to other
countries covered by PSN's satellites. In addition, the Company is working with
Alcatel Telespace ("Alcatel") to market Xpress Connection to other developing
regions, including Africa and Latin America.

The Company was selected to participate in a consortium led by Alcatel, which is
designing and developing a satellite-based alternative to conventional telephone
systems. The consortium's Multi-Media Asia ("M(2)A") product will provide
feature-rich telephone, facsimile, and high speed Internet access to homes and
businesses in suburban and rural areas initially throughout Indonesia and
potentially to other developing countries throughout the world. The Company will
develop key portions of the ground terminals, primarily RF circuits, software
and Application Specific Integrated Circuit ("ASIC") chip sets incorporating
technology derived from the Company's Xpress Connection.

The Company is leveraging its experience in rural telephony to selectively
pursue private networking opportunities in developing countries. In Thailand,
the Company is providing elements of a private voice, data and facsimile
communications network for use by The Bank for Agriculture and Agricultural
Cooperatives ("BAAC").

SECURE DEFENSE COMMUNICATIONS PRODUCTS. The U.S. military has sought to
increase its satellite communications capacity to meet increasing user demands
by improving the efficiency of its existing constellation of military
satellites, in which it has a significant investment, as well as by enabling its
communications hardware to use commercial satellites. Despite declining defense
spending, the government is increasing its investment in communications products
which are seen as "force multipliers," making military assets more effective in
a conflict. Additionally, the government is increasingly using open systems that
incorporate COTS products to minimize the impact of the shrinking defense
budget.

To improve the capacity utilization of its ultra high frequency ("UHF")
satellites, the Joint Chiefs of Staff has mandated that all UHF satellite
communications users have terminals capable of DAMA operations (the "JCS
mandate"). DAMA can increase satellite capacity by a factor of as much as eight
by dynamically allocating channels among all users.

Linkabit Wireless is well-positioned to capitalize on both the JCS mandate and
the trend towards procurement of COTS products. The Company is a leader in the
development and production of UHF satellite terminals that incorporate DAMA
technology. The Company offers a complete range of solutions that satisfy the
JCS mandate, including add-on modules which can be incorporated into existing
military communications products and standalone products which operate with
existing military products, and new systems incorporating DAMA technology. The
Company's solutions also have the design flexibility to incorporate COTS
products. The Company markets directly to all branches of the U.S. military, its
allies and international companies that supply such allies, and also works with
strategic partners such as Motorola Corporation ("Motorola") to incorporate its
technologies into their products.

GROWTH STRATEGY. The Company's goal is to become a preeminent solutions
provider to emerging satellite-based communications markets in developing
countries, international commercial sectors and the U.S. and allied defense
markets. To achieve this goal, the Company intends to: (i) pursue the global
rural telephony market with its Xpress Connection, M(2)A and private network
products; (ii) expand its government business, particularly in secure
communications for defense agencies; (iii) remain on the leading edge of
technology; (iv) leverage these technologies and capabilities into other
markets; and (v) expand its strategic alliances with existing and new partners.

------------------------

The Company was incorporated in Delaware in 1993. The Company's principal
executive offices are located at 3033 Science Park Road, San Diego, California,
92121. Its telephone number is (619) 552-9500 and its fax number is (619)
552-9651.

RISK FACTORS

An investment in the Class A Common Stock offered hereby involves a high degree
of risk. See "Risk Factors," beginning on page 7.

4
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Class A Common Stock Offered............................ 2,700,000 shares
Common Stock Outstanding after the Offering
Class A Common Stock(1)............................... 2,700,000 shares
Class B Common Stock.................................. 7,800,000 shares
---------------
Total............................................... 10,500,000 shares
Voting Rights........................................... Holders of Class A Common Stock vote together as a class
with, and generally have identical rights (including
as to dividends) to, those of holders of Class B
Common Stock, except that holders of Class A Common
Stock are entitled to one vote per share and holders
of Class B Common Stock are entitled to ten votes per
share. See "Description of Capital Stock--Common
Stock--Voting Rights."
Use of Proceeds......................................... Working capital, general corporate purposes and
potential acquisitions. See "Use of Proceeds."
Proposed Nasdaq National Market Symbol.................. LBIT
</TABLE>

SUMMARY FINANCIAL DATA
(in thousands, except per share data)
<TABLE>
<CAPTION>
NINE
MONTHS
ENDED
SEPTEMBER
YEARS ENDED DECEMBER 31, 30,
----------------------------------------------------- ---------
1992 1993 1994 1995 1996
--------- --------- --------- --------- --------- 1996
---------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
- --------------------------------------------------------
Revenues................................................ $ 44,243 $ 25,246 $ 26,464 $ 25,506 $ 27,850 $ 18,950
Gross profit............................................ 14,323 (3,193) 9,480 10,016 9,195 6,080
Selling, general and administrative expense............. 8,259 7,287 4,841 6,298 7,230 5,210
Research and development expense(2)..................... 1,813 1,288 3,063 5,416 7,544 5,410
Income (loss) before income taxes....................... 4,251 (11,768) 1,576 (1,698) (5,579) (4,540)
Net income (loss)....................................... 3,741 (6,943) 1,040 (1,290) (3,682) (2,996)
Net income (loss) per share............................. $ 0.46 $ (0.86) $ 0.13 $ (0.16) $ (0.46) $ (0.37)
Weighted average common shares and common share
equivalents used in computing income (loss) per
share(3).............................................. 8,065 8,065 8,065 8,065 8,065 8,065

1997
---------

<S> <C>
STATEMENT OF OPERATIONS DATA:
- --------------------------------------------------------
Revenues................................................ $ 34,619
Gross profit............................................ 11,805
Selling, general and administrative expense............. 5,683
Research and development expense(2)..................... 8,130
Income (loss) before income taxes....................... (2,008)
Net income (loss)....................................... (1,286)
Net income (loss) per share............................. $ (0.16)
Weighted average common shares and common share
equivalents used in computing income (loss) per
share(3).............................................. 8,065
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1997
--------------------------
ACTUAL AS ADJUSTED(4)
--------- ---------------
<S> <C> <C>
BALANCE SHEET DATA:
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Cash and cash equivalents............................................................................. $ -- $ 31,743
Working capital....................................................................................... 17,129 48,872
Total assets.......................................................................................... 26,988 58,731
Long-term debt, including current portion............................................................. -- --
Stockholders' equity.................................................................................. 21,092 52,835
</TABLE>

- ------------------------------

(1) Excludes: (i) approximately 865,000 shares of Class A Common Stock issuable
upon exercise of outstanding stock options as of September 30, 1997, at a
weighted average exercise price of $3.68 per share and (ii) approximately
1,945,000 shares of Class A Common Stock reserved for future issuance under
the Company's 1997 Stock Option Plan, Employee Stock Purchase Plan and
Non-Employee Directors' Stock Option Plan. See "Capitalization" and
"Management," "Description of Capital Stock" and Notes 8, 9 and 10 of Notes
to Financial Statements. To the extent that outstanding options are
exercised in the future, there may be further dilution to stockholders.

(2) Excludes amounts funded by third parties.

(3) See Note 1 to Financial Statements for a description of the computation of
net income (loss) per share.

(4) Adjusted to give effect to the receipt of the net proceeds from the sale of
2,700,000 shares of Class A Common Stock offered by the Company hereby (at
an assumed initial public offering price of $13.00 per share, after
deduction of underwriting discounts and commissions and estimated expenses
payable by the Company in connection with the Offering).

5
<PAGE>
RELATIONSHIP WITH TITAN

The Company is currently a wholly-owned subsidiary of Titan. On September 30,
1997, Titan's and the Company's Board of Directors approved a reorganization of
certain of their respective divisions (the "Reorganization"), pursuant to which
the Company (i) became the successor to the business formerly operated as the
Linkabit division of Titan and (ii) transferred all of the assets and
liabilities of its Client/ Server and discontinued Broadband Communications and
Gamma Satcom divisions to Titan. In connection with the Reorganization, Titan
contributed $22.1 million to the capital of the Company through the retirement
of the Company's intercompany indebtedness. Upon completion of the Offering,
Titan will own 100% of the Company's outstanding Class B Common Stock, which
will represent approximately 74.3% of the outstanding Common Stock of the
Company (approximately 71.5% if the Underwriters' over-allotment option is
exercised in full) and approximately 96.7% of the combined voting power of the
Company's outstanding Common Stock (approximately 96.2% if the Underwriters'
over-allotment option is exercised in full). As long as Titan beneficially owns
a majority of the combined voting power, it will have the ability to elect all
of the members of the Board of Directors of the Company (the "Board of
Directors") and thereby ultimately be able to control the management and affairs
of the Company. See "Risk Factors-- Relationship with Titan," "--Potential
Conflicts of Interest" and "Relationship with Titan and Certain Transactions."

Upon completion of the Offering, Titan will continue to provide certain
administrative services to the Company in a manner generally consistent with
past practices. The Company and Titan have entered into a number of intercompany
agreements (the "Affiliate Agreements") with respect to such services and other
matters, including a tax allocation agreement, a corporate services agreement
and a facilities agreement. See "Risk Factors--Affiliates Agreements Not Subject
to Arm's-Length Negotiations; Reliance on Titan for Certain Corporate Services,"
"--Control of Tax Matters; Tax and ERISA Liability" and "Relationship With Titan
and Certain Transactions."

6
<PAGE>
RISK FACTORS
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PROSPECTIVE INVESTORS IN THE SHARES OF CLASS A COMMON STOCK OFFERED HEREBY
SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, AS WELL AS THE OTHER
INFORMATION CONTAINED IN THE PROSPECTUS BEFORE PURCHASING ANY OF THE CLASS A
COMMON STOCK OFFERED HEREBY.

RECENT LOSSES; ABSENCE OF COMBINED OPERATING HISTORY. The Company reported net
income of $1.0 million and net losses of $1.3 million, $3.7 million and $1.3
million for the years ended December 31, 1994, 1995 and 1996 and the nine months
ended September 30, 1997, respectively. These losses were due primarily to
substantial planned investment in research and development of the Company's
products. There can be no assurance that the Company will achieve profitability
in the future or that profitability, if achieved, will continue. See
"Management's Discussion and Analysis of Results of Operations and Financial
Condition." In addition, prior to the Reorganization, the Company's operations
have been conducted separately within a business division of Titan and as a
wholly-owned subsidiary of Titan. The financial information included herein may
not necessarily reflect what the results of operations, financial position and
cash flows would have been had all of the Company's operations been conducted
within a separate entity during the periods presented.

FLUCTUATIONS IN RESULTS OF OPERATIONS. The Company has experienced and expects
to continue to experience significant fluctuations in quarterly and annual
revenues, gross margins and operating results, and there can be no assurance
that the Company will be profitable in any particular period. Such fluctuations
may result in volatility in the price of the Company's Class A Common Stock.
Demand for the Company's products, particularly its commercial products, can
vary significantly from quarter to quarter due to revisions in budgets or
schedules for customer projects requiring the Company's products, changes in
demand for customers' products which incorporate or utilize the Company's
products and other factors beyond the Company's control. Furthermore,
announcements by the Company or its competitors of new products and technologies
could cause customers to defer or cancel purchases of the Company's products,
which could materially adversely affect the Company's business, financial
condition and results of operations or result in fluctuations in the Company's
results of operations from period to period. In addition, the procurement
process for most of the Company's current and potential customers is complex and
lengthy, and the timing and amount of revenues is difficult to reliably predict.
A single customer's order scheduled for delivery in a quarter can represent a
significant portion of the Company's potential revenues for such quarter. During
the nine months ended September 30, 1997, approximately 25% and 38% of the
Company's revenues were derived from contracts with its largest customers, PSN
and the U.S. Navy, respectively. Any disruption with respect to either of these
customers could have a material adverse effect on the Company in any period
where such a disruption occurs. As a result, the Company's operating results for
particular periods have in the past been and may be materially adversely
affected by a delay, rescheduling or cancellation of even one purchase order. In
addition, the Company recognizes a majority of its revenues under the percentage
of completion method which requires the Company to estimate the costs that will
be incurred over the life of a specific contract. Actual results may differ from
those estimates. In such event, the Company may be required to adjust revenues
in subsequent periods to account for revisions of prior period estimates.
Further, purchase orders and production contracts are often received and
accepted substantially in advance of delivery, and the failure to operate within
budgeted contract costs could materially adversely affect the gross margins for
such orders, and as a result, the Company's results of operations. Average
selling prices for the Company's products may also fluctuate from period to
period due to a number of factors, including product mix, competition, customer
demand for products and unit volumes. A large portion of the Company's expenses
are fixed and difficult to reduce in a timely manner should revenues not meet
the Company's expectations, thus magnifying the adverse effect of any revenue
shortfall. Additional factors that may cause the Company's revenues, gross
margins and results of operations to vary significantly from period to period
include mix of products sold; stage of completion of contracts; costs; price
discounts; market acceptance and the timing of availability of new

- --------------------------------------------------------------------------------

7
<PAGE>
products by the Company or its customers; usage of different distribution and
sales channels; warranty and customer support expenses; customization of
products; and general economic and political conditions. There can be no
assurance that the Company will realize positive operating results in the
future, and even if so realized, there can be no assurance as to the level of
such operating results.

In addition, the Company's results of operations are influenced by competitive
factors, including the pricing and availability of, and demand for, competitive
products. All of the above factors are difficult for the Company to forecast,
and these and other factors could materially adversely affect the Company's
business, financial condition and results of operations or result in
fluctuations in the Company's results of operations from period to period. As a
result, the Company believes that period-to-period comparisons are not
necessarily meaningful and should not be relied upon as indications of future
performance. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

DEVELOPMENT OF RURAL TELEPHONY MARKET. One of the Company's principal
strategies is to provide products used in rural telephony systems in developing
countries. Such a system is being developed in Indonesia with the Company's
products. There can be no assurance that a substantial market for rural
telephony services in other developing countries will ever develop, or if such a
market does develop that fixed-site satellite equipment will capture a
significant portion of that market. The development of a market for rural
telephony services in such a country will depend upon a variety of factors
including, without limitation, whether the country has sufficient resources to
support such a market and whether the rural telephony services are offered at a
reasonable cost to the end users of such services. The Company's ability to
penetrate the rural telephony market in developing countries will be adversely
affected to the extent other competing elements of the communications
infrastructure, such as telephone lines, other satellite-delivered solutions and
fiber optic cable and television cable, are installed in the developing
countries. The Company's ability to penetrate the rural telephony market will
also be dependent upon (i) its ability to tailor its equipment for use by the
regional and local service providers to develop and implement and market such
systems, (ii) such service providers' ability to market and sell the use of such
systems and (iii) the Company's ability to timely enter markets in developing
countries. The development and implementation of such rural telephony systems
will be dependent upon, among other things, the continued development of
necessary technologies, continued financial and other support from governmental
agencies, the implementation of cost-effective systems, market acceptance for
such systems and approval by appropriate regulatory agencies. Even if the
Company successfully introduces such products and the regional and local service
providers successfully develop and implement such systems, there can be no
assurance that the Company will generate enough revenues to cover the Company's
expenditures in the development and marketing of such products. Also, because
infrastructure contracts in individual countries are likely to be awarded to
single or a limited group of service providers, the Company expects that a
significant portion of its revenues will be derived from one or a limited number
of customers (the identity of whom may vary from year to year) in regions
targeted by the Company.

OTHER EMERGING MARKETS IN WIRELESS COMMUNICATIONS. Another of the Company's
principal strategies is to leverage its technologies and capabilities into other
markets, including the private networking and M(2)A markets. A number of these
markets have only recently begun to develop. Because these markets are
relatively new, it is difficult to predict the rate at which these markets will
grow, if at all. If the markets for the Company's products in the commercial
wireless communications area fail to grow, or grow more slowly than anticipated,
the Company's business, financial condition and results of operations could be
materially adversely affected. Conversely, to the extent that growth in these
markets results in capacity limitations in the wireless communications area, the
Company's business, financial condition and results of operations could also be
materially adversely affected.

INTERNATIONAL OPERATIONS; RISKS OF DOING BUSINESS IN DEVELOPING
COUNTRIES. Substantially all of the Company's commercial sales to date have
been to customers located in the Pacific Rim, principally to PSN. The Company
believes that sales of its products to PSN and other foreign customers may
become more

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significant and that its revenue mix could be predominately with foreign
customers in the future. As a result, a decline in the value of certain foreign
currencies relative to the U.S. dollar could make certain of the Company's
products less price-competitive. This risk is particularly sensitive, given the
recent currency devaluations in Indonesia, Malaysia, Taiwan and the Philippines,
countries in which the Company currently sells or intends to sell its commercial
products. The Company believes that its global competitors generally denominate
their contracts in U.S. dollars and, thus, are faced with similar risks.
Accordingly, the Company does not believe that foreign currency fluctuations
will have a material adverse impact on its ability to compete with these
competitors in these markets. However, since the Company's contracts are
generally U.S. dollar-denominated, foreign currency fluctuations could have a
material impact on demand for the Company's products. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Additional risks inherent in the Company's international business activities
include various and changing regulatory requirements, costs and risks of relying
upon local subcontractors for the installation of its satellite communications
products, increased sales and marketing and research and development expenses,
export restrictions and availability of export licenses, tariffs and other trade
barriers, political and economic instability, difficulties in staffing and
managing foreign operations, longer payment cycles, seasonal reduction in
business activities, potentially adverse tax laws, complex foreign laws and
treaties and the potential for difficulty in accounts receivable collections.
Certain of the Company's customer purchase agreements are governed by foreign
laws, which may differ significantly from U.S. laws. Therefore, the Company may
be limited in its ability to enforce its rights under such agreements and to
collect damages, if awarded. In addition, the Company is subject to the Foreign
Corrupt Practices Act (the "FCPA") which may place the Company at a competitive
disadvantage to foreign companies, which are not subject to the FCPA. There can
be no assurance that any of these factors will not have a material adverse
effect on the Company's business, financial condition and results of operations.

RELIANCE ON STRATEGIC RELATIONSHIPS. The Company is dependent on certain
strategic partners for the development and expansion of its rural telephony and
secure defense communications businesses. Except for specific purchase
contracts, such relationships are generally not governed by any contractual
obligations. Accordingly neither the Company nor such strategic partners are
obligated to maintain such strategic relationships. There can be no assurance
that the Company will be able to maintain such strategic relationships, that its
strategic partners will continue to assist the Company by developing and
expanding its business or that such strategic partners in the future will not
actually compete with or enter into alliances with companies that are
competitive with the Company. Because the Company intends to provide its rural
telephony products almost entirely in developing markets where the Company has
little or no market experience, the Company will also be dependent on local
partners in such markets to provide marketing expertise and knowledge of the
local regulatory environment in order to facilitate the acquisition of necessary
licenses and access to existing customers. The Company has established such
alliances with PSN and Alcatel in Indonesia. The Company's failure to maintain
such alliances or form additional alliances with local partners in other
markets, or the preemption or disruption of such alliances by the actions of the
Company's competitors or otherwise, would adversely affect the Company's ability
to penetrate and compete successfully in such emerging markets. There can be no
assurance that the Company will be able to compete successfully in the future in
such markets or that competition will not have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business--Customers and Strategic Alliances" and "--Competition."

DEPENDENCE ON GOVERNMENT CONTRACTS. The Company's government customers include
the U.S. Navy, Army and Air Force and other U.S. and allied government agencies.
The Company's secure defense communications business is dependent to a large
extent upon continued funding of these agencies. U.S. defense budgets and the
budgets of other government agencies have been declining in real terms since the
mid-1980's, and may continue to do so in the future. Further significant
reductions in defense expenditures could adversely affect the Company's results
of operations and financial condition. For the years ended

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December 31, 1994, 1995 and 1996, and the nine months ended September 30, 1997,
U.S. government business represented approximately 98%, 85%, 90% and 66% of the
Company's revenues, respectively.

The Company's contracts with the U.S. government and its subcontracts with
government prime contractors are subject to termination for the convenience of
the government, and termination, reduction or modification in the event of
change in the government's requirements or budgetary constraints. When the
Company participates as a subcontractor, such contracts are also subject to the
failure or inability of the prime contractor to perform its prime contract. In
addition, the Company's contract-related costs and fees, including allocated
indirect costs, are subject to audits and adjustments by negotiation between the
Company and the U.S. Government. In addition to the right to terminate, U.S.
Government contracts are conditioned upon the continuing availability of
Congressional appropriations. Congress usually appropriates funds on a fiscal
year basis even though contract performance may take several years.
Consequently, at the outset of a major program, the contract is usually
incrementally funded and additional funds are normally committed to the contract
by the procuring agency as appropriations are made by Congress for future fiscal
years. See "Business--Government Contracts and Regulations."

In connection with the Reorganization, among other things, Titan agreed to
transfer to the Company numerous contracts with various branches of the U.S.
military, companies that supply U.S. allies and other entities (collectively,
the "Linkabit Division Contracts"). Titan further agreed to use its reasonable
best efforts to obtain all third party consents and contract novations
(collectively, the "Novations") required to complete the transfer of the
Linkabit Division Contracts to the Company. There can be no assurance that Titan
will ultimately succeed in procuring all of the Novations or that such Novations
will be procured prior to the completion of the Offering. Failure by Titan to
procure one or more Novations could have an adverse effect on the Company's
business, financial conditions and results of operations.

RISK OF CUSTOMER CONCENTRATION. The Company typically relies upon a small
number of customers for a large portion of its revenues. For example,
approximately 52% of the Company's revenue in fiscal 1996 was derived from sales
to the U.S. Navy. At September 30, 1997, $2.2 million, or approximately 14%, of
the Company's backlog was attributable to a contract between the Company and
Motorola and $5.5 million, or approximately 35%, of the Company's backlog was
attributable to a contract between the Company and the U.S. Navy. The Company
expects that in the near term a significant portion of its revenues will
continue to be derived from one or a limited number of customers (the identity
of whom may vary from year to year) as the Company seeks to expand its business
and its customer base. The reduction, delay or cancellation of orders from one
or more of such significant customers would have a material adverse effect on
the Company's business, financial condition and results of operations.

CONTRACT PROFIT EXPOSURE; DEVELOPMENT CONTRACTS. During the nine months ended
September 30, 1997, over 90% of the Company's revenues were derived from
fixed-price contracts. Profitability of such contracts is subject to inherent
uncertainties as to the cost of performance. Cost overruns may be incurred as a
result of unforeseen obstacles, including unexpected problems encountered in
engineering, design and testing. Since the Company's business may at certain
times be concentrated in a limited number of large contracts, a significant cost
overrun on any one contract could have a material adverse effect on the
Company's business, financial condition and results of operations. The Company
assumes greater financial risk on fixed-price contracts than on either
time-and-materials or cost-reimbursement contracts. Failure to anticipate
technical problems, estimate costs accurately or control costs during
performance of a fixed-price contract may reduce the Company's profit or cause a
loss. Although management believes that it adequately estimates costs for
fixed-price contracts, no assurance can be given that such estimates are
adequate or that losses on fixed-price contracts will not occur in the future.

In addition, the Company is often a party to governmental and commercial
contracts which involve development of various products, pursuant to which the
Company must agree to meet strict performance covenants and project milestones.
Under the terms of such contracts, the failure by the Company to meet such
performance covenants and milestones permit the other party to terminate the
contract and, under

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<PAGE>
certain circumstances, recover liquidated damages or other penalties from the
Company. The Company is currently a party to a number of such contracts with
customers including, but not limited to, PSN, United Communication Industry
Public Company Limited and the U.S. government. The Company is not currently and
in the past has not been in full compliance with every outstanding performance
covenant and project milestone. Although in such situations in the past the
other party has not elected to terminate such contracts and generally has not
sought liquidated damages from the Company, there can be no assurance that this
will not occur in the future with respect to current or future contracts and
that such termination or damages would not have a material adverse effect on the
Company.

RAPID INDUSTRY CHANGE; TECHNOLOGICAL OBSOLESCENCE. The Company's success in
penetrating new markets depends in part upon the success of new product
introductions by the Company, which will be dependent upon several factors,
including timely completion and introduction of new product designs, achievement
of competitive product costs, establishment of close working relationships with
major customers for the design of satellite communications systems incorporating
the Company's products and market acceptance. The satellite communications
industry, particularly the rural telephony and secure defense communications
markets, is characterized by rapid and continuous technological change. Future
technological advances in the satellite communications industry may result in
the availability of new products that could compete with the satellite
communications products provided by the Company or render the Company's products
obsolete. There can be no assurance that the Company will be successful in
developing and introducing new products that meet changing customer needs or
respond to technological changes or evolving industry standards in a timely
manner, if at all, or that products or technologies developed by others will not
render the Company's products noncompetitive. The Company may experience delays
from time to time in completing the development and introduction of new
products. There can be no assurance that errors will not be found in the
Company's products after commencement of deliveries, which could result in the
loss of or delay in market acceptance. Furthermore, for the fiscal year ended
December 31, 1996 and the nine months ended September 30, 1997, the Company's
two largest contracts (by revenues) were contracts related to the Company's UHF
DAMA technology, which together generated approximately 48% and 39% of the
Company's total revenues for such periods, respectively. Any failure by the
Company to respond to changing market conditions, technological developments,
evolving industry standards or changing customer requirements, or the
development of competing technology or products that render the Company's
products noncompetitive or obsolete could have a material adverse effect on the
Company's business, financial condition and results of operations.

COMPETITION. The industries and markets in which the Company competes are
highly competitive, and the Company expects that competition will increase in
such markets. The Company encounters intense competition in most of its business
areas from numerous other companies, including large and emerging domestic and
international companies. Some of the Company's competitors in the secure defense
communications market include GEC (UK), Raytheon Corporation, Rockwell
International and ViaSat, Inc. Some of the Company's commercial competitors
include Gilat Satellite Networks Ltd., Hughes Network Systems, Scientific
Atlanta Inc., STM Wireless Inc. and ViaSat, Inc. A number of the Company's
competitors have far greater financial, engineering, technological, marketing,
sales and distribution and customer service resources than the Company. As a
result, such competitors may be able to develop and expand their products more
quickly, adapt more swiftly to new or emerging technologies and changes in
customer requirements, take advantage of acquisition and other opportunities
more readily, and devote greater resources to the marketing and sale of their
products and services than can the Company. In addition, current and potential
competitors in markets in which the Company competes have established or may
establish cooperative relationships among themselves or with third parties to
increase the ability of their products and services to address the needs of the
Company's current and prospective customers. Accordingly, it is possible that
new competitors or alliances among competitors may emerge and rapidly acquire
significant market share. Increased competition is likely to result in price
reductions, reduced profit margins and loss of market share, any of which would
have a material adverse effect on the

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<PAGE>
Company's business, results of operations and financial condition. The Company's
ability to compete in its markets depends to a large extent on its ability to
provide technologically advanced products and services with shorter lead times
at lower prices than its competitors. There can be no assurance that the Company
will be able to compete successfully against current or future competitors or
that competitive pressures will not have a material adverse effect on the
Company's business, financial condition and results of operations. The Company
also is dependent on the continued success and development of the satellite
communications industry in general, which itself competes with other
technologies such as terrestrial wireless, copper wire and fiber optic
communications systems. Any failure of the satellite communications industry to
continue to develop, or any technological development which significantly
improves the capacity, cost or efficiency of competing systems relative to
satellite systems, could have a material adverse effect on the Company's
business, financial condition and results of operations.

DEPENDENCE UPON SUPPLIERS; SOLE AND LIMITED SOURCES OF SUPPLY. The Company's
internal manufacturing capacity is limited. Therefore, the Company utilizes
contract manufacturers to produce its products and expects to rely increasingly
on such manufacturers in the future. The Company also relies on outside vendors
to manufacture certain components and subassemblies, including printed circuit
boards. Certain components, subassemblies and services necessary for the
manufacture of the Company's products are obtained from a sole supplier or a
limited group of suppliers in connection with specific contracts and the Company
does not otherwise carry significant inventories or have long-term or exclusive
supply contracts with its vendors. The Company's reliance on contract
manufacturers and on sole suppliers or a limited group of suppliers involves
several risks, including a potential inability to obtain an adequate supply of
required components, and reduced control over the price, delivery, reliability
and quality of finished products. The Company has from time to time experienced
delays in receiving products from certain of its vendors due to quality control
or manufacturing problems, shortages of materials or components or product
design difficulties. There can be no assurance that similar problems will not
recur or that replacement products will be available when needed at commercially
reasonable rates, or at all. If the Company were to change certain of its
vendors, the Company would be required to perform additional testing procedures
upon the components supplied by such new vendors, which could prevent or delay
product shipments. Additionally, prices could increase significantly in
connection with changes of vendors. Any inability to obtain timely deliveries of
components and subassemblies of acceptable quality or any other circumstance
that would require the Company to seek alternative sources of supply, or to
manufacture its finished products or such components and subassemblies
internally, could delay or prevent the Company from timely delivery of its
systems or raise issues regarding quality, which could damage relationships with
current or prospective customers and have a material adverse effect on the
Company's business, financial condition and results of operations.

LIMITED INTELLECTUAL PROPERTY PROTECTION; DEPENDENCE ON PROPRIETARY
TECHNOLOGY. The Company's ability to compete may depend, in part, on its
ability to obtain and enforce intellectual property protection for its
technology in the United States and internationally. The Company relies heavily
on the technological and creative skills of its personnel, new product
developments, software programs and designs, frequent product enhancements,
reliable product support and proprietary technological expertise in maintaining
its competitive position, but does not have significant patent protection for
all of its products. The Company relies on a combination of trade secrets,
copyrights, patents, trademarks, service marks and contractual rights to protect
its intellectual property. There can be no assurance that the steps taken by the
Company to protect its intellectual property will be adequate to deter
misappropriation of the Company's technology or to prevent others from
independently developing or acquiring substantially equivalent technologies or
otherwise gaining access to the Company's proprietary and confidential
technological expertise or disclosing such technologies or that the Company can
ultimately enforce all of its rights to its proprietary technological expertise.
Further, the laws of certain foreign countries in which the Company's products
are or may be sold may not protect the Company's intellectual property rights to
the same extent as do the

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12
<PAGE>
laws of the United States. Any failure of the Company to protect its proprietary
information could have a material adverse effect on the Company's business,
financial condition and results of operations.

Litigation may be necessary to enforce the Company's intellectual property
rights, to determine the validity and scope of the proprietary rights of others
or to defend against claims of infringement or misappropriation. Such litigation
could result in substantial costs and diversion of resources and could have a
material adverse effect on the Company's business, financial condition and
results of operations. There can be no assurance that one or more parties will
not make claims that the Company's products infringe upon the proprietary rights
of third parties. Such claims might include infringement, right to use or
ownership claims by third parties or claims for indemnification resulting from
infringement claims. If any claims or actions are asserted against the Company,
the Company may seek to obtain a license under a third party's intellectual
property rights. There can be no assurance, however, that a license will be
available under reasonable terms or at all. In addition, should the Company
decide to litigate such claims, such litigation could be extremely expensive and
time consuming and could materially adversely affect the Company's business,
financial condition and results of operations, regardless of the outcome of the
litigation. If the Company's products are found to infringe upon the rights of
third parties, the Company may be forced to incur substantial costs to develop
alternative products. There can be no assurance that the Company would be able
to develop such alternative products or that if such alternative products were
developed, they would perform as required or be accepted in the applicable
markets.

RELATIONSHIP WITH TITAN. Titan currently owns all of the outstanding capital
stock of the Company. Upon completion of the Offering, Titan will own 100% of
the Company's outstanding Class B Common Stock, representing approximately 96.7%
of the combined voting power of all classes of voting stock of the Company
(approximately 96.2% if the Underwriters' over-allotment option is exercised in
full). As long as Titan beneficially owns a majority of the combined voting
power, it will have the ability to elect all of the members of the Board of
Directors and thereby ultimately to control the management and affairs of the
Company, including any determinations with respect to acquisitions,
dispositions, borrowings, issuances of Common Stock or other securities of the
Company or the declaration and payment of any dividends on the Common Stock. In
addition, Titan will be able to determine the outcome of any matter submitted to
a vote of the Company's stockholders for approval and to cause or prevent a
change in control of the Company.

Titan could decide to sell or otherwise dispose of all or a portion of its Class
B Common Stock (or, upon conversion of the Class B Common Stock, the resulting
Class A Common Stock) at some future date, and there can be no assurance that,
in any transfer by Titan of a controlling interest in the Company, any holders
of Class A Common Stock will be allowed to participate in such transaction or
will realize any premium with respect to their shares of Class A Common Stock.
Sales or distribution by Titan of substantial amounts of Class B Common Stock
(or Class A Common Stock) in the public market or to its stockholders could
adversely affect prevailing market prices for the Class A Common Stock. See
"Relationship with Titan and Certain Transactions."

The Company has financed its operations and growth through advances from Titan
and does not currently have its own lines of credit or other external financing
facilities. Although the Company presently does not anticipate a need for such
outside financing facilities, the Company believes that, if and when such need
arises, the Company will, subject to certain limitations and restrictions set
forth in Titan's loan agreements, have access to lines of credit or financing
facilities available to Titan.

POTENTIAL CONFLICTS OF INTEREST. Conflicts of interest may arise between the
Company and Titan in a number of areas relating to their past and ongoing
relationships, including the nature and quality of services rendered by the
Company to Titan and its affiliates or by Titan and its affiliates to the
Company, potential competitive business activities, issuances of Common Stock,
potential shared marketing functions, tax consolidation issues, employee benefit
matters, indemnity agreements, sales or distributions by Titan of all or any
portion of its ownership interest in the Company or Titan's ability to control
the management and affairs of the Company. Persons serving as directors,
officers and employees of both the Company and

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Titan may have conflicting duties to each. Currently, Gene W. Ray and Eric M.
DeMarco, the Company's Chairman of the Board and Chief Financial Officer,
respectively, also serve as President and Chief Executive Officer and Chief
Financial Officer, respectively, of Titan. In addition, J. S. Webb, a director
of the Company, is also a member of Titan's Board of Directors. Ownership
interests of directors or officers of the Company in the common stock of Titan
could also create or appear to create potential conflicts of interest when
directors and officers are faced with decisions that could have different
implications for the Company and Titan. In addition, for financial reporting
purposes, the Company's financial results will be included in Titan's
consolidated financial statements. The members of the Board of Directors of the
Company and executive officers of the Company who are affiliated with Titan will
consider not only the short-term and long-term impact of financial and operating
decisions on the Company, but also the impact of such decisions on Titan's
consolidated financial results. In some instances, the impact of such decisions
could be disadvantageous to the Company while advantageous to Titan. There can
be no assurance that Titan and the Company will be able to resolve any potential
conflict or that, if resolved, the Company would not receive more favorable
resolution if it were dealing with an unaffiliated party. See "Description of
Capital Stock--Certain Certificate of Incorporation and Bylaw Provisions."

CONTROL OF TAX MATTERS; TAX AND ERISA LIABILITY. By virtue of its controlling
ownership and the terms of a tax allocation agreement (the "Tax Allocation
Agreement") to be entered into between the Company and Titan, which shall apply
for taxable periods during which Titan and the Company file, for federal
purposes, a consolidated income tax return or, for state and local purposes, a
consolidated, combined or unitary tax return, Titan will effectively control all
of the Company's tax decisions. Under the Tax Allocation Agreement, Titan will
have sole authority to respond to and conduct all tax proceedings (including tax
audits) relating to the Company, to file federal, state and local returns on
behalf of the Company and to calculate the amount of the Company's liability to
Titan under the Tax Allocation Agreement. Further, pursuant to the terms of the
Tax Allocation Agreement, the Company's ability to fully utilize its existing
tax losses and tax losses it incurs in the future will be subject to Titan's
ability to generate sufficient consolidated income to utilize such losses. Titan
may choose to contest, compromise or settle any adjustment or deficiency
proposed by the relevant taxing authority in a manner that may be beneficial to
Titan and detrimental to the Company. See "Relationship with Titan and Certain
Transactions."

For as long as Titan desires to include the Company in its consolidated group
for federal income tax purposes, which requires that Titan own at least 80% of
the total voting power of the Company and stock with a value equal to at least
80% of the total value of the Company, the Company may be constrained in its
ability to raise equity capital or to issue Common Stock in connection with
acquisitions. Upon completion of the Offering, Titan will own 100% of the
Company's outstanding Class B Common Stock, representing approximately 96.7% of
the combined voting power of all classes of voting stock of the Company
(approximately 96.2% if the Underwriters' over-allotment option is exercised in
full). Each member of a consolidated group for federal income tax purposes is
jointly and severally liable for the federal income tax liability of each other
member of the consolidated group. In addition, under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and federal income tax law,
each member of the controlled group is jointly and severally liable for funding
and termination liabilities of tax qualified defined benefit retirement plans as
well as certain plan taxes. Accordingly, during the period in which the Company
is included in Titan's consolidated or controlled group, the Company could be
liable if such liability or tax is incurred, and not discharged, by any other
member of Titan's consolidated or controlled group.

PRESERVATION OF ABILITY TO COMPLETE TAX-FREE SPIN-OFF. Titan must beneficially
own at least 80% of the total voting power and 80% of each class of nonvoting
capital stock of the Company in order to be able to effect a tax-free spin-off
of the Company under the Internal Revenue Code of 1986, as amended (the "Code").
It is anticipated that upon completion of the Offering, Titan will continue to
own at least 80% of the total voting power of the Company. Because Titan may
seek to maintain its beneficial ownership percentage of the Company for tax
planning purposes or otherwise and may not desire to acquire additional shares
of

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Common Stock in connection with a future issuance of shares by the Company, the
Company may be constrained in its ability to raise equity capital in the future
or to issue Common Stock or other equity securities in connection with
acquisitions. See "Relationship with Titan and Certain Transactions."

AFFILIATE AGREEMENTS NOT SUBJECT TO ARM'S-LENGTH NEGOTIATIONS; RELIANCE ON TITAN
FOR CERTAIN
CORPORATE SERVICES. Prior to the Reorganization, the Company was not operated
independently of Titan. Prior to the completion of the Offering, Titan and the
Company will enter into the Affiliate Agreements, including, among others, an
agreement pursuant to which Titan will provide various corporate services to the
Company that may be material to the conduct of the Company's business (the
"Corporate Services Agreement"). These services include certain routine and
ordinary corporate services, including financial, insurance, accounting,
employee benefits, payroll, tax and legal services as described in the Corporate
Services Agreement. The Company's Statement of Operations include revenues and
costs directly attributable to the Company, as well as certain allocations from
Titan of indirect costs associated with such services and shared systems. As of
September 30, 1997, the Company had incurred a $27.1 million intercompany debt
to Titan. As part of the Reorganization, Titan contributed $22.1 million of such
amount to the capital of the Company. The Company's future statements of
operations will include revenues and costs directly attributable to the
Company's operations as well as allocations from Titan for indirect costs of
shared services and systems. Titan's cost of its human resources department is
allocated to Titan and its subsidiaries (the "Titan Group") based upon the
member's average percentage of total Titan Group headcount as of the end of the
last fiscal year and as of the final day of each calendar quarter in the current
fiscal year ("measuring dates"). Other corporate services are allocated based
upon the average of three percentages: (i) the percentage of the Company's
payroll to the total payroll of the Titan Group, (ii) the percentage of the
Company's operating revenue to the total operating revenue of the Titan Group,
and (iii) the percentage of the average net book value of the sum of the
Company's tangible capital assets plus inventories to the total average net book
value of the tangible capital assets plus inventory of the Titan Group as of the
measuring dates. These allocations may be adjusted by Titan based upon its
assessment of the relative uses of these services by members of the Titan Group.
Titan's method of allocating its costs is based upon government cost accounting
standards and is consistent with Titan's past practices for allocating costs to
its subsidiaries. This fee will be included in the operating results of the
Company. With respect to matters covered by the Corporate Services Agreement,
the relationship between Titan and the Company is intended to continue in a
manner generally consistent with past practices. Because the Company is
currently a wholly-owned subsidiary of Titan, none of the Affiliate Agreements
will result from arm's-length negotiations. These agreements may include terms
and conditions that may be more or less favorable to the Company than terms
contained in similar agreements negotiated with third parties. The Corporate
Services Agreement shall have a one year term that expires at the end of the
fiscal year and will renew automatically unless the Company elects not to renew
the agreement upon at least 45 days prior notice to Titan. In addition, Titan
may under certain circumstances remove the Company from the Titan Corporate
Charter, which defines the relationships and delineates the nature of
cooperation among the Titan Group (the "Charter"). Such removal would
automatically terminate the Corporate Services Agreement. In the event that the
Corporate Services Agreement is terminated, there can be no assurance that the
Company would be able to secure alternative sources for such services or that
such services could be obtained for costs comparable to costs to be charged by
Titan. See "Relationship with Titan and Certain Transactions."

GOVERNMENT REGULATIONS. The Company's products are incorporated into
communications systems that are subject to various government regulations.
Regulatory changes, including changes in the allocation of available frequency
spectrum and in the military standards and specifications which define the
current satellite networking environment, could significantly impact the
Company's operations by restricting development efforts by the Company's
customers, making current products obsolete or increasing the opportunity for
additional competition. In addition, in certain circumstances the Company' local
partners must obtain various approvals, licenses and permits prior to the
installation of the Company's products.

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Although the Company believes that it or its local partners will be able to
obtain the requisite approvals, licenses and permits from the countries in which
the Company intends to provide its products, the regulatory schemes in each
country are different and thus there may be instances of noncompliance of which
the Company is not aware. Further, certain countries in which the Company
intends to operate have telecommunications laws and regulations that do not
currently contemplate technical advances in communications technology such as
multi-function transmissions via satellite. There can be no assurance that
regulatory bodies will not promulgate new regulations that could have a material
adverse effect on the Company's business, financial condition and results of
operations. Changes in, or the failure by the Company to comply with, applicable
domestic and international regulations could have a material adverse effect on
the Company's business, financial condition and results of operations. In
addition, the increasing demand for satellite communications has exerted
pressure on regulatory bodies worldwide to adopt new standards for such products
and services, generally following extensive investigation of and deliberation
over competing technologies. The delays inherent in this governmental approval
process have caused and may continue to cause the cancellation, postponement or
rescheduling of the installation of communications systems by the Company's
customers, which in turn may have a material adverse effect on the sale of
products by the Company to such customers.

The sale of the Company's products outside the United States is subject to
compliance with the regulations of the United States Export Administration
Regulations. The absence of comparable restrictions on competitors in other
countries may adversely affect the Company's competitive position. See
"Business-- Government Contracts and Regulations."

RELIANCE ON KEY PERSONNEL. The Company's success depends in large part upon its
ability to attract and retain highly qualified technical and management
personnel, including without limitation, telecommunications engineers and
management personnel with security clearances required for the Company's
classified work. The loss of the services of any of these individuals or group
of individuals could have a material adverse effect on the Company's business,
financial condition and results of operations. Most of the Company's key
personnel are not subject to employment or noncompetition agreements.
Competition for such personnel from other companies, academic institutions,
government entities and other organizations is intense. There can be no
assurance that the Company will be successful in hiring or retaining such key
personnel.

ABSENCE OF PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE; TRADING OF TITAN
COMMON STOCK. Prior to the Offering, there has been no public market for the
Class A Common Stock, and there can be no assurance that a viable public market
for the Class A Common Stock will develop or be sustained after the Offering.
The Company believes that factors such as announcements of developments related
to the Company's business, announcements of technological innovations or new
products or enhancements by the Company or its competitors, developments in the
Company's relationships with its customers, partners, distributors and
suppliers, changes in analysts' estimates, regulatory developments, fluctuations
in results of operations and general conditions in the Company's market or the
markets served by the Company's customers or the economy could cause the price
of the Class A Common Stock to fluctuate, perhaps substantially. In addition, in
recent years the stock market in general, and technology companies in particular
have been subject to significant price fluctuations, which have often been
unrelated to the operating performance of affected companies. Such fluctuations
could adversely affect the market price of the Class A Common Stock.
Furthermore, the market price of the Class A Common Stock may be significantly
affected by trading in the shares of Titan common stock on the New York Stock
Exchange since Linkabit Wireless currently constitutes a substantial portion of
the consolidated total assets of Titan and contributes a substantial portion of
the consolidated net income of Titan. There can be no assurance that the market
price of the Class A Common Stock will not experience significant fluctuations
in the future, including fluctuations that are unrelated to the Company's
performance.

- --------------------------------------------------------------------------------

16
<PAGE>
ANTI-TAKEOVER EFFECTS OF CERTAIN CHARTER PROVISIONS. Certain provisions of the
Company's Certificate of Incorporation and Bylaws could discourage potential
acquisition proposals, could delay or prevent a change in control of the Company
and could make removal of management more difficult. Such provisions could
diminish the opportunities for a stockholder to participate in tender offers,
including tender offers that are priced above the then current market value of
the Class A Common Stock. The provisions also may inhibit increases in the
market price of the Class A Common Stock that could result from takeover
attempts. Additionally, the Board of Directors of the Company, without further
stockholder approval, may issue up to 10,000,000 shares of Preferred Stock, in
one or more series, with such terms as the Board of Directors may determine,
including rights such as voting, dividend and conversion rights which could
adversely affect the voting power and other rights of the holders of Common
Stock. Preferred Stock may be issued quickly with terms which delay or prevent
the change in control of the Company or make removal of management more
difficult. Also, the issuance of Preferred Stock may have the effect of
decreasing the market price of the Class A Common Stock. Other than as set forth
under "Description of Capital Stock," the Company does not currently intend to
adopt any anti-takeover provisions.

DILUTION. The initial public offering price is expected to be substantially
higher than the net tangible book value per share of the Class A Common Stock.
Investors purchasing shares of Class A Common Stock in the Offering will
therefore incur immediate and substantial net tangible book value dilution. To
the extent that stock options (currently outstanding or subsequently granted) to
purchase Class A Common Stock are exercised, there will be further dilution. See
"Dilution."

SHARES ELIGIBLE FOR FUTURE SALE. Sales of substantial amounts of Class A Common
Stock in the public market or the prospect of such sales could materially and
adversely affect the market price of the Class A Common Stock.

Upon completion of the Offering, the Company will have 2,700,000 shares of Class
A Common Stock outstanding (assuming no exercise of the Underwriters'
over-allotment option). In addition, as of September 30, 1997, the Company had
granted stock options to certain employees and directors for the purchase of an
aggregate of approximately 865,000 shares of Class A Common Stock. The 2,700,000
shares of Class A Common Stock being sold hereby will be freely tradable (other
than by an "affiliate" of the Company as such term is donned in Rule 144 of the
Securities Act) without restriction or registration under the Securities Act.
All remaining shares were issued and sold by the Company in a private
transactions ("Restricted Shares") and are eligible for public sale if
registered under the Securities Act or sold in accordance with Rule 701
thereunder.

Titan, which will own 7,800,000 shares of Class B Common Stock upon completion
of the Offering, and certain restricted persons have agreed they will not sell
any shares of Common Stock owned by them without the prior written consent of
the representatives of the Underwriters for a period of 180 days from the
effective date of the Registration Statement of which this Prospectus is a part
(the "Lockup Period"). See "Underwriting." Following the expiration of the
Lockup Period, Titan and such restricted persons may sell such shares only
pursuant to the requirements of Rule 144 or pursuant to an effective
registration statement under the Securities Act. Furthermore, the shares held by
Titan and such restricted persons are "restricted securities" within the meaning
of Rule 144. Following the expiration of the Lockup Period, 3,900,000 of the
shares of Class B Common Stock held by Titan will be eligible for sale in the
public market subject to compliance with Rule 144. The remaining 3,900,000
shares of Class B Common Stock held by Titan will be eligible for sale in
compliance with Rule 144 in September 1998.

- --------------------------------------------------------------------------------

17
<PAGE>
such options. Securities issued in reliance on Rule 701 are deemed to be
Restricted Shares and, beginning 90 days after the date of this Prospectus
(unless subject to the contractual restrictions described above), may be sold by
persons other than affiliates subject only to the manner of sale provisions of
Rule 144 and by affiliates under Rule 144 without compliance with its one-year
minimum holding period requirements. See "Management--Stock Option Plans,"
"--Employee Stock Purchase Plan," "--Non-Employee Directors' Stock Option Plan,"
"Shares Eligible For Future Sale" and "Underwriting."

INVESTMENT COMPANY ACT CONSIDERATIONS. The regulatory scope of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), which was
enacted principally for the purpose of regulating vehicles for pooled
investments in securities, extends generally to companies engaged primarily in
the business of investing, reinvesting, owning, holding or trading in
securities. The Investment Company Act may, however, also be deemed to be
applicable to a company which does not intend to be characterized as an
investment company but which, nevertheless, engages in activities which may be
deemed to be within the definitional scope of certain provisions of the
Investment Company Act. The Company believes that its actions will not subject
the Company to regulation under the Investment Company Act. Nevertheless, there
can be no assurance that the Company will not be deemed to be an investment
company. In the event the Company is deemed to be an investment company, the
Company may become subject to certain restrictions relating to the Company's
activities, including, but not limited to, restrictions on the nature of its
investments and the issuance of securities. In addition, the Investment Company
Act imposes certain requirements on companies deemed to be within its regulatory
scope, including registration as an investment company, adoption of a specific
form of corporate structure and compliance with certain burdensome reporting,
record-keeping, voting, proxy, disclosure and other rules and regulations. The
characterization of the Company as an investment company may, under certain
circumstances, have a material adverse effect on the Company.

- --------------------------------------------------------------------------------

18
<PAGE>
FORWARD-LOOKING STATEMENTS

This Prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). All statements, other than statements of historical facts, included or
incorporated by reference in this Prospectus which address activities, events or
developments which the Company expects or anticipates will or may occur in the
future, including such things as the attainment of product development goals or
the receipt of product orders or the entering into of strategic relationships
and other similar matters, are forward-looking statements. These statements are
based on certain assumptions and analyses made by the Company in light of its
experience and its perception of historical trends, current conditions and
expected future developments as well as other factors it believes are
appropriate in the circumstances. However, whether actual results and
developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties which could cause actual results
to differ materially from the Company's expectations, including the risk factors
discussed in this Prospectus and other factors, many of which are beyond the
control of the Company. Consequently, all of the forward-looking statements made
in this Prospectus are qualified by these cautionary statements and there can be
no assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequences to or effects on the Company or its business or
operations. The Company assumes no obligation to update publicly any such
forward-looking statements, whether as a result of new information, future
events or otherwise.

- --------------------------------------------------------------------------------

19
<PAGE>
USE OF PROCEEDS
- --------------------------------------------------------------------------------

The net proceeds to the Company from the sale of shares of Class A Common Stock
offered by the Company hereby are estimated to be $31.7 million ($36.6 million
if the Underwriters' over-allotment option is exercised in full), based on an
assumed public offering price of $13.00 per share, and after deduction of the
underwriting discounts and commissions and estimated offering expenses payable
by the Company.

The Company intends to use the net proceeds from the Offering principally for
working capital and general corporate purposes, including enhancement of
internal research and development capabilities, hiring of sales, marketing and
customer service personnel, and capital equipment purchases. The amounts
actually expended by the Company for working capital purposes will vary
significantly depending on a number of factors, including future revenue growth,
if any, and the amount of cash, if any, generated by the Company's operations.
The Company's management will retain broad discretion in the allocation of the
net proceeds of the Offering. The Company may also use a portion of the net
proceeds to fund acquisitions of complementary technologies, products or
businesses, although the Company has no current agreements or commitments for
any such acquisition. Pending such uses, the Company intends to invest the net
proceeds of the Offering in short-term, interest bearing, investment-grade
securities.

DIVIDEND POLICY
- --------------------------------------------------------------------------------

The Company has never declared or paid any cash dividends on its Common Stock.
The Company currently intends to retain any future earnings for funding growth
and, therefore, does not anticipate paying any cash dividends on its Common
Stock in the foreseeable future.

CAPITALIZATION
- --------------------------------------------------------------------------------

The following table sets forth at September 30, 1997 (i) the actual
capitalization of the Company and (ii) the capitalization as adjusted to reflect
the receipt of the estimated net proceeds, based on an assumed initial public
offering price of $13.00 per share, from the sale of 2,700,000 shares of Class A
Common Stock being offered by the Company hereby and after deduction of the
underwriting discounts and commissions and estimated offering expenses payable
by the Company. This table should be read in conjunction with the Financial
Statements of the Company and related Notes thereto appearing elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1997
----------------------
ACTUAL AS ADJUSTED
--------- -----------
<S> <C> <C>
(in thousands)
Stockholders' equity:
Preferred stock, $.001 par value; 10,000,000 shares authorized, actual and as
adjusted; no shares issued or outstanding, actual and as adjusted................... $ -- $ --
Class A Common Stock, $.001 par value, 30,000,000 shares authorized; none issued and
outstanding, actual; 2,700,000 shares issued and outstanding, as adjusted(1)........ -- 3
Class B Common Stock, $.001 par value; 7,800,000 shares authorized, issued and
outstanding, actual and as adjusted(1).............................................. 8 8
Additional paid-in capital............................................................ 22,067 53,807
Parent company investment............................................................. 5,000 5,000
Deferred compensation................................................................. (1,000) (1,000)
Retained deficit...................................................................... (4,983) (4,983)
--------- -----------
Total stockholders' equity.......................................................... 21,092 52,835
--------- -----------
Total capitalization.............................................................. $ 21,092 $ 52,835
--------- -----------
--------- -----------
</TABLE>

- --------------------------

- --------------------------------------------------------------------------------

20
<PAGE>
DILUTION
- --------------------------------------------------------------------------------

As of September 30, 1997, the Company had a net tangible book value of $20.0
million, or $2.56 per share of Common Stock. Net tangible book value per share
is determined by dividing the net tangible book value (tangible assets less
liabilities) of the Company by the 7,800,000 shares of Common Stock outstanding
at such date. Net tangible book value dilution per share represents the
difference between the amount per share paid by purchasers of Class A Common
Stock in the Offering, and the net tangible book value per share of Common Stock
immediately after the completion of the Offering. Without taking into account
any changes in net tangible book value after September 30, 1997 other than to
give effect to the sale by the Company of the 2,700,000 shares of Class A Common
Stock offered hereby (based upon an assumed offering price of $13.00 per share),
and the receipt by the Company of the estimated net proceeds therefrom, the pro
forma net tangible book value of the Company as of September 30, 1997 would have
been $4.93 per share. This represents an immediate increase in the pro forma net
tangible book value of $2.37 per share to existing investors, and an immediate
dilution in net tangible book value of $8.07 per share to new investors
purchasing shares of Class A Common Stock in the Offering.

The following table presents this per share dilution:

<TABLE>
<S> <C> <C>
Assumed public offering price per share................................ $ 13.00
Net tangible book value per share as of September 30, 1997......... $ 2.56
Increase per share attributable to the Offering.................... 2.37
---------
Pro forma net tangible book value per share after the Offering......... 4.93
---------
Dilution per share to new investors.................................... $ 8.07
---------
---------
</TABLE>

The following table summarizes on a pro forma basis, as of September 30, 1997,
the differences between the existing stockholders and the purchasers of shares
in the Offering (at an assumed price of $13.00 per share) with respect to the
number of shares purchased from the Company, the total consideration paid and
the average price per share paid.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
---------------------- ----------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
--------- ----------- ---------- ----------- ---------------

<S> <C> <C> <C> <C> <C>
Existing stockholders........................ 7,800,000 74.3% $22,075,000 38.6% $ 2.83
New investors................................ 2,700,000 25.7 35,100,000 61.4 $ 13.00
--------- ----------- ---------- -----------
Total.................................... 10,500,000 100.0% 57,175,000 100.0%
--------- ----------- ---------- -----------
--------- ----------- ---------- -----------
</TABLE>

The preceding tables exclude: (i) approximately 865,000 shares of Class A Common
Stock issuable upon exercise of outstanding stock options as of September 30,
1997, at a weighted average exercise price of $3.68 per share and (ii)
approximately 1,945,000 shares of Class A Common Stock reserved for future
issuance under the Company's 1997 Stock Option Plan, Employee Stock Purchase
Plan and Non-Employee Directors' Stock Option Plan. See "Capitalization" and
"Management," "Description of Capital Stock" and Notes 8, 9 and 10 of Notes to
Financial Statements. To the extent that outstanding options are exercised in
the future, there may be further dilution to stockholders.

- --------------------------------------------------------------------------------

21
<PAGE>
SELECTED FINANCIAL DATA
- --------------------------------------------------------------------------------

The following selected financial data as of December 31, 1995 and 1996 and for
the years ended December 31, 1994, 1995 and 1996 have been derived from and
should be read in conjunction with the Company's audited financial statements
and related notes and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere herein. The selected
financial data as of December 31, 1992 and 1993 and for the years ended December
31, 1992 and 1993 have been derived from financial statements not included
herein. The selected statement of operations data for the nine months ended
September 30, 1996 and 1997 and the selected balance sheet data as of September
30, 1997 are taken or derived from unaudited financial statements of the
Company. In the opinion of management, such unaudited financial statements
include all normal recurring adjustments necessary for a fair presentation of
the results for such periods. The results of operations for the nine months
ended September 30, 1997 are not necessarily indicative of the results to be
expected for the year ending December 31, 1997.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------------------------------- --------------------
1992 1993 1994 1995 1996 1996 1997
--------- --------- --------- --------- --------- --------- ---------
(in thousands, except per share amounts) (Unaudited)
----------------------------------------------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues................................ $ 44,243 $ 25,246 $ 26,464 $ 25,506 $ 27,850 $ 18,950 $ 34,619
Gross profit............................ 14,323 (3,193) 9,480 10,016 9,195 6,080 11,805
Selling, general and administrative
expense............................... 8,259 7,287 4,841 6,298 7,230 5,210 5,683
Research and development expense........ 1,813 1,288 3,063 5,416 7,544 5,410 8,130
Income (loss) before taxes.............. 4,251 (11,768) 1,576 (1,698) (5,579) (4,540) (2,008)
Net income (loss)....................... 3,741 (6,943) 1,040 (1,290) (3,682) (2,996) (1,286)
Net income (loss) per share............. $ 0.46 $ (0.86) $ 0.13 $ (0.16) $ (0.46) $ (0.37) $ (0.16)
Weighted average common shares and
common share equivalents used in
computing income (loss) per share..... 8,065 8,065 8,065 8,065 8,065 8,065 8,065
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30, 1997
----------------------------------------------------- --------------------------
1992 1993 1994 1995 1996 ACTUAL AS ADJUSTED(1)
--------- --------- --------- --------- --------- --------- ---------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............... $ -- $ -- $ -- $ -- $ -- $ -- $ 31,743
Working capital......................... 24,140 14,266 1,198 5,940 10,073 17,129 48,872
Total assets............................ 33,604 23,244 8,988 13,150 21,458 26,988 58,731
Long-term debt, including current
portion............................... -- -- -- -- -- -- --
Stockholders' equity.................... 26,604 17,005 3,539 8,785 13,906 21,092 52,835
</TABLE>

- --------------------------

(1) Adjusted to give effect to the receipt of the net proceeds from the sale of
2,700,000 shares of Class A Common
Stock offered by the Company hereby (at an assumed initial public offering
price of $13.00 per share, after deduction of underwriting discounts and
commissions and estimated expenses payable by the Company in connection with
the Offering).

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22
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE
SECURITIES ACT. DISCUSSIONS CONTAINING SUCH FORWARD-LOOKING STATEMENTS MAY BE
FOUND THROUGHOUT THIS PROSPECTUS, INCLUDING WITHOUT LIMITATION IN THE MATERIALS
SET FORTH UNDER "PROSPECTUS SUMMARY," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND "BUSINESS." ACTUAL EVENTS OR
RESULTS MAY DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING
STATEMENTS AS A RESULT OF VARIOUS FACTORS, INCLUDING WITHOUT LIMITATION THE
RISKS SET FORTH UNDER "RISK FACTORS" AND THE MATTERS SET FORTH IN THIS
PROSPECTUS GENERALLY.

OVERVIEW

Linkabit Wireless specializes in the development and production of advanced
satellite ground terminals, satellite voice/data modems, networking systems and
other products used to provide bandwidth efficient communications for commercial
and government customers. The Company also provides research, development and
engineering services for customers under contractual arrangements. These types
of services, as a percent of the Company's total revenues, declined in 1997, and
are expected to continue to decline as a percent of total revenues in the
future, as production and deliveries of Xpress Connection, Mini-DAMA and other
products increase. The Company utilizes contract manufacturers to produce a
significant portion of its products. These turn-key vendors currently are
located domestically and are an integral component of the Company's ability to
meet the demand for its products in a cost-effective manner. The Company expects
its turn-key vendors to play an increasing role in the future as more and more
of the Company's products are manufactured by third parties. However, all
quality assurance, test assembly and customer qualification are performed by the
Company's highly trained manufacturing and test personnel.

Historically, the Company's revenues have been derived from contracts with the
agencies of the U.S. government, principally the Department of Defense ("DOD").
U.S. government revenues amounted to $21.7 million, $25.2 million and $22.8
million, or 85%, 90% and 66% of total revenues, for the years ended December 31,
1995 and 1996 and for the nine months ended September 30, 1997, respectively.
Beginning in 1995, the Company began to realize the benefit of its strategy of
leveraging the technology developed in its defense business to produce
commercial products and generate commercial sales. Commercial revenues have
totaled $3.8 million, $2.6 million and $11.8 million for the years ended
December 31, 1995 and 1996 and for the nine months ended September 30, 1997,
respectively. Aggregate Company revenues increased from $25.5 million for the
year ended December 31, 1995 to $27.8 million for the year ended December 31,
1996 and to $34.6 million for the nine months ended September 30, 1997. The
Company has achieved this growth exclusively through internally generated
business.

Substantially all of the Company's commercial sales to date have been to
customers located in the Pacific Rim, principally to PSN. The Company has a
strategic relationship with PSN, whereby the Company and PSN work jointly to
market each others' products and services throughout Asia. The Company believes
that sales of its products to PSN and other foreign customers may become more
significant and that its revenue mix could be predominately with foreign
customers in the future. As a result, a decline in the value of certain foreign
currencies relative to the U.S. dollar could make certain of the Company's
products less price-competitive. This risk is particularly sensitive, given the
recent currency devaluations in Indonesia, Malaysia, Taiwan and the Philippines,
countries in which the Company currently sells or intends to sell its commercial
products. The Company believes that its global competitors generally denominate
their contracts in U.S. dollars and, thus, are faced with similar risks.
Accordingly, the Company does not believe that foreign currency fluctuations
will have a material adverse impact on its ability to compete with these
competitors in these markets. However, since the Company's contracts are
generally U.S. dollar-denominated, foreign currency fluctuations could have a
material impact on demand for the Company's products.

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23
<PAGE>
The Company attempts to mitigate credit risk relative to sales to foreign
customers through its policy of requiring payment primarily in the form of
stand-by letters of credit, advance deposits or wire transfers prior to
shipment.

The Company's products are sold and its services are provided primarily through
three types of contracts: fixed-price, time-and-materials and
cost-reimbursement. The Company derived approximately 77%, 88% and 89% of
revenues from government contracts for the years ended December 31, 1995 and
1996 and for the nine months ended September 30, 1997, respectively, from
fixed-price contracts. These contracts require the Company to provide products
and services under a contract at a predetermined price. The Company derived
approximately 11%, 2% and 8% of its government revenues for the years ended
December 31, 1995 and 1996 and for the nine months ended September 30, 1997,
respectively, from time-and-materials contracts. These contracts provide for the
reimbursement of labor hours expended at an established hourly rate negotiated
in the contract, plus the cost of materials utilized in providing such products
or services. The remaining 12%, 10% and 3% of the Company's government revenues
for the years ended December 31, 1995 and 1996 and for the nine months ended
September 30, 1997, respectively, were derived from cost-reimbursement
contracts. These contracts provide for the reimbursement of all actual costs
incurred in performing the contracts to the extent that such costs are within
the contract ceiling and allowable under the terms of the contracts, plus fee or
profit. See "Risk Factors--Contract Profit Exposure; Development Contracts."

The Company's gross profit margins historically have varied as a result of the
nature and mix of contracts in progress. For example, gross profit margins on
production-type contracts typically exceed margins on development contracts.

As of September 30, 1997, the Company had a backlog of $15.8 million, which is
expected to be substantially delivered by December 31, 1998. In addition, the
Company had remaining priced options, exercisable through September 30, 1999, of
$56.0 million from the U.S. Navy for full-scale production of its Mini-DAMA
satellite communications terminals. Although the Company expects that a
substantial number of these options will be exercised in the future, there can
be no assurance that any such options will be exercised.

Selling, general and administrative ("SG&A") expenses consist primarily of
personnel costs and expenses for business development, marketing, sales, general
management, contract administration and finance. The Company's SG&A expenses
have increased as its revenues have increased. However, SG&A expenses as a
percent of revenues have decreased as economies of scale and efficiencies have
been achieved. These trends are expected to continue in the future, with SG&A
expenditures increasing in absolute dollars and decreasing as a percent of
revenues. The Company intends to significantly increase its sales and marketing
efforts, particularly in the latter part of 1998.

Historically, the Company has made significant investments in independent
research and development ("R&D"). The Company maintains a staff of engineers,
other scientific professionals and support personnel engaged in development of
new applications of technology and improvements of existing products. R&D
expenses consist primarily of salaries and other personnel-related expenses,
supplies and prototype materials related to research and development programs.
R&D expenditures for each of the last several years were incurred primarily in
connection with the development of Xpress Connection, satellite telephony and
other satellite DAMA products. A significant portion of 1996 and 1997 R&D
expenses relate to the LST-5D, LSM-1000, Mini-DAMA and Xpress Connection
development efforts, the majority of which are expected to be completed by
December 31, 1997. R&D costs are expensed as they are incurred.

Total expenditures for research and development, including customer funded
development, were $8.5 million, $9.8 million and $9.2 million for the years
ended December 31, 1995 and 1996 and for the nine

- --------------------------------------------------------------------------------

24
<PAGE>
months ended September 30, 1997, respectively. The majority of the Company's
customer funded development activity has historically been funded under
contracts with the U.S. government. This funding is accounted for as revenue and
the related development expenditures are expensed as costs of revenue. Customer
funded development was $3.1 million and $2.3 million for the years ended
December 31, 1995 and 1996, respectively, and $1.1 million for the nine months
ended September 30, 1997.

The Company expects that total research and development expenditures will
increase in 1998. However, due to the planned increases in customer funded
development in early 1998, the Company expects that its independent R&D expenses
will decrease in fiscal 1998 compared to 1997.

The Company and Titan have entered into a Corporate Services Agreement, pursuant
to which Titan's corporate staff and shared services organization will provide
certain administrative services, including accounting, tax, legal, risk
management, employee benefit administration, centralized cash management and
certain other services to the Company for a fee. To date, such allocations have
been generally based on the proportionate labor costs, revenues and carrying
value of net tangible assets of the Company to the rest of Titan and have been
included in the Company's results of operations. See "Relationship with Titan
and Certain Transactions."

The Company and Titan have also entered into a Tax Allocation Agreement, under
which the Company will be included in Titan's consolidated federal and state
income tax returns, as long as Titan owns at least 80% of the total voting power
of the Company and stock with a value equal to at least 80% of the total value
of the Company. The impact of the Company being party to such a tax allocation
agreement is not expected to materially impact the Company's income tax
liability relative to what it would be if it were an independent taxpayer. The
Company has recently established a wholly-owned foreign subsidiary, Linkabit
Wireless Limited, to potentially facilitate its ongoing global business
endeavors, as well as its world-wide tax-planning strategy.

RESULTS OF OPERATIONS

The following table sets forth, as a percentage of total revenues, certain
operations data for the periods indicated.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------- ------------------------
1994 1995 1996 1996 1997
----------- ----------- ----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Revenues................................ 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues........................ 64.2 60.7 67.0 67.9 65.9
----- ----- ----- ----- -----
Gross profit............................ 35.8 39.3 33.0 32.1 34.1
Operating expenses:
Selling, general and administrative... 18.2 24.7 25.9 27.5 16.4
Research and development.............. 11.6 21.2 27.1 28.5 23.5
----- ----- ----- ----- -----
Income (loss) before income taxes....... 6.0 (6.6) (20.0) (23.9) (5.8)
Income tax provision (benefit).......... 2.1 (1.6) (6.8) (8.1) (2.1)
----- ----- ----- ----- -----
Net income (loss)....................... 3.9% (5.0)% (13.2)% (15.8)% (3.7)%
----- ----- ----- ----- -----
----- ----- ----- ----- -----
</TABLE>

NINE MONTHS ENDED SEPTEMBER 30, 1997 VS. NINE MONTHS ENDED SEPTEMBER 30, 1996

REVENUES. The Company's revenues increased 82.7% from $18.9 million for the
nine months ended September 30, 1996 to $34.6 million for the nine months ended
September 30, 1997. This increase is due to fulfillment of the Company's initial
contract for Xpress Connection units with PSN, and an increase in deliveries of
Mini-DAMA, LST-5D and LSM-1000 UHF Satcom products. Specifically, Xpress
Connection

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25
<PAGE>
and Mini-DAMA related revenues increased 667.9% and 36.1%, respectively, for the
nine months ended September 30, 1997, compared to the nine months ended
September 30, 1996.

GROSS PROFIT. The Company's gross profit margins have varied in the past due to
the stage of completion and changing mix of its contracts, which have included
development, initial production and full-scale production contracts. The
increase in gross profit margins in 1997 was primarily a result of an increase
in full scale production type contracts, which generally carry higher gross
profit margins.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A expenses as a percent of
revenues decreased from 27.5% for the nine months ended September 30, 1996, to
16.4% for the nine months ended September 30, 1997. During the same periods,
SG&A expenses increased from $5.2 million to $5.7 million, primarily as a result
of continued addition of sales, marketing and customer service personnel
required to support the Company's revenue growth.

RESEARCH AND DEVELOPMENT. R&D expenses increased from $5.4 million for the nine
months ended September 30, 1996 to $8.1 million for the nine months ended
September 30, 1997. This increase resulted primarily from higher R&D
expenditures related to the Company's Xpress Connection product and certain
certification costs related to the Company's LSM-1000 and LST-5D UHF Satcom
products. During the same periods, R&D expenses as a percent of revenues
decreased from 28.5% to 23.5%, due primarily to the higher rate of growth in
revenue during the period.

BENEFIT FOR INCOME TAXES. The income tax benefit for the nine months ended
September 30, 1997 approximated an effective rate of 36%, compared to 34% for
the nine months ended September 30, 1996, as a result of Titan's ability to more
fully utilize losses generated by Linkabit Wireless.

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

REVENUES. The Company's revenues increased 9.2% from $25.5 million in 1995 to
$27.8 million in 1996. This increase reflects the growth in defense related
production and development contracts, primarily associated with the Company's
Mini-DAMA product and the Company's LST-5D and LSM-1000 UHF Satcom products.
Revenues from production orders increased from $9.5 million (37.2% of revenues)
in 1995 to $14.7 million (52.7% of revenues) in 1996. Overall growth in revenues
was primarily due to sales of the Company's Mini-DAMA product.

Revenues declined slightly from $26.5 million in 1994 to $25.5 million in 1995.
This change was primarily a result of the completion in 1994 of certain
government contracts, offset partially by increased commercial revenues in 1995.

GROSS PROFIT. Gross profit margin, excluding a $1.4 million one time credit
recorded in 1995 related to the resolution of a contract dispute, decreased from
35.7% (pro forma) for the year ended December 31, 1995 to 33.0% for the year
ended December 31, 1996. This change was due to a number of factors including
product mix, stage of completion of certain contracts and decreased revenues
from certain of the Company's commercial products.

Excluding the aforementioned $1.4 million credit recorded in 1995, gross profit
margin remained relatively unchanged at 35.8% in 1994, compared to 35.7% (pro
forma) in 1995.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A expenses as a percent of
revenues increased from 24.7% in 1995 to 25.9% in 1996. During the same periods,
SG&A expenses increased from $6.3 million to $7.2 million, primarily as a result
of the addition of sales, marketing and customer service personnel required to
support the Company's revenue growth.

The Company's ramp up of operations was also evident in 1995, in which SG&A
expenses as a percent of revenues increased from 18.2% in 1994 to 24.7% in 1995.
During the same period, SG&A expenses increased from $4.8 million to $6.3
million.

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26
<PAGE>
RESEARCH AND DEVELOPMENT. R&D expenses increased from $5.4 million in 1995 to
$7.5 million in 1996. This increase primarily reflects increased labor and
related costs associated with the ongoing development of the Company's
Mini-DAMA, Xpress Connection and other products during the period. During the
same periods, R&D expenses as a percent of revenues increased from 21.2% to
27.1%.

R&D expenses increased from $3.1 million in 1994 to $5.4 million in 1995. A
significant portion of this increase relates to the LST-5D and LSM-1000
development efforts. As a percent of revenues, R&D increased from 11.6% to 21.2%
for the year ended December 31, 1994, as compared to the year ended December 31,
1995, respectively.

PROVISION (BENEFIT) FOR INCOME TAXES. The income tax (benefit) in 1996
approximated an effective rate of (34%), compared to (24%) in 1995. The lower
1995 income tax (benefit) was limited to (24%) due to Titan's inability to fully
utilize certain of the Company's net operating loss carry forwards at that time.

The income tax provision in 1994 approximated 34%, compared to a tax (benefit)
of (24%) in 1995.

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27
<PAGE>
QUARTERLY RESULTS

The following table sets forth certain financial information for each of the
Company's last seven quarters. The information for each of these quarters is
unaudited but includes all adjustments, consisting only of normal recurring
adjustments, which the Company considers necessary for a fair presentation of
this information when read in conjunction with the Financial Statements and
Notes thereto appearing elsewhere in this Prospectus. The results of operations
for any quarter and any quarter-to-quarter trends are not necessarily indicative
of results to be expected for any future periods (all amounts in thousands).
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------------------------
1996 1997
-------------------------------------------------- -----------
Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31,
----------- ----------- ----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Revenues............................................... $ 6,160 $ 6,110 $ 6,680 $ 8,900 $ 11,025
Gross profit........................................... 1,902 1,947 2,231 3,115 3,599
Selling, general and administrative.................... 1,839 1,707 1,664 2,020 1,960
Research and development............................... 1,811 2,101 1,498 2,134 1,929
Loss before income taxes............................... (1,748) (1,861) (931) (1,039) (290)
Net loss............................................... $ (1,154) $ (1,228) $ (614) $ (686) $ (186)
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------

June 30, Sept. 30,
----------- -----------

<S> <C> <C>
Revenues............................................... $ 12,501 $ 11,093
Gross profit........................................... 4,228 3,978
Selling, general and administrative.................... 1,950 1,773
Research and development............................... 3,263 2,938
Loss before income taxes............................... (985) (733)
Net loss............................................... $ (630) $ (470)
----------- -----------
----------- -----------
</TABLE>

The following table sets forth the above unaudited quarterly financial
information as a percentage of total revenues.
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------------------------
1996 1997
-------------------------------------------------- -----------
Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31,
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues............................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit........................................... 30.9 31.9 33.4 35.0 32.6
Selling, general and administrative.................... 29.9 27.9 24.9 22.7 17.7
Research and development............................... 29.4 34.4 22.4 24.0 17.5
Loss before income taxes............................... (28.4) (30.4) (13.9) (11.7) (2.6)
Net loss............................................... (18.7)% (20.1)% (9.2)% (7.7)% (1.7)%
----- ----- ----- ----- -----
----- ----- ----- ----- -----

June 30, Sept. 30,
----------- -----------
<S> <C> <C>
Revenues............................................... 100.0% 100.0%
Gross profit........................................... 33.8 35.9
Selling, general and administrative.................... 15.6 16.0
Research and development............................... 26.1 26.5
Loss before income taxes............................... (7.9) (6.6)
Net loss............................................... (5.0)% (4.2)%
----- -----
----- -----
</TABLE>

The Company has experienced and expects to continue to experience significant
fluctuations in quarterly and annual revenues, gross margins and operating
results, and there can be no assurance that the Company will be profitable in
any particular period. Demand for the Company's products, particularly its
commercial products, can vary significantly from quarter to quarter due to
revisions in budgets or schedules for customer projects requiring the Company's
products, changes in demand for customers' products which incorporate or utilize
the Company's products and other factors beyond the Company's control.
Furthermore, announcements by the Company or its competitors of new products and
technologies could cause customers to defer or cancel purchases of the Company's
products, which could materially adversely affect the Company's business,
financial condition and results of operations or result in fluctuations in the
Company's results of operations from period to period. In addition, the
procurement process for most of the Company's current and potential customers is
complex and lengthy, and the timing and amount of revenues is difficult to
reliably predict. A single customer's order scheduled for delivery in a quarter
can represent a significant portion of the Company's potential revenues for such
quarter. During the nine months ended September 30, 1997, approximately 25% and
38% of the Company's revenues were derived from contracts with its largest
customers, PSN and the U.S. Navy, respectively. Any disruption with respect to
either of these customers could have a material adverse effect on the Company in
any period where such a disruption occurs. As a result, the Company's operating
results for particular periods have in the past been and may be adversely
affected by a delay, rescheduling or cancellation of even one purchase order. In
addition, the Company recognizes a majority of its revenues under the percentage
of completion method

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28
<PAGE>
which requires the Company to estimate the costs that will be incurred over the
life of a specific contract. Actual results may differ from those estimates. In
such event, the Company may be required to adjust revenues in subsequent periods
to account for revisions of prior period estimates. Further, purchase orders and
production contracts are often received and accepted substantially in advance of
delivery, and the failure to operate within budgeted contract costs could
materially adversely affect the gross margins for such orders, and as a result,
the Company's results of operations. Average selling prices for the Company's
products may also fluctuate from period to period due to a number of factors,
including product mix, competition, customer demand for products and unit
volumes. A large portion of the Company's expenses are fixed and would be
difficult to reduce in a timely manner should revenues not meet the Company's
expectations, thus magnifying the adverse effect of any revenue shortfall.
Additional factors that may cause the Company's revenues, gross margins and
results of operations to vary significantly from period to period include mix of
products sold; stage of completion of contracts; costs; price discounts; market
acceptance and the timing of availability of new products by the Company or its
customers; usage of different distribution and sales channels; warranty and
customer support expenses; customization of products; and general economic and
political conditions. There can be no assurance that the Company will realize
positive operating results in the future, and even if so realized, there can be
no assurance as to the level of such operating results.

In addition, the Company's results of operations are influenced by competitive
factors, including the pricing and availability of, and demand for, its
products. All of the above factors are difficult for the Company to forecast,
and these and other factors could materially adversely affect the Company's
business, financial condition and results of operations or result in
fluctuations in the Company's results of operations from period to period. As a
result, the Company believes that period-to-period comparisons are not
necessarily meaningful and should not be relied upon as indications of future
performance.

LIQUIDITY AND CAPITAL RESOURCES

To date, the Company has financed its operations primarily through advances from
Titan. The Company has experienced significant growth since 1995. To achieve and
support this growth, the Company has expended significant amounts of cash for
R&D activities, ramping up of its sales, marketing and customer service
activities, as well as for working capital requirements. Cash used for
operations for the years ended December 31, 1995 and 1996 and for the nine
months ended September 30, 1997 was $5.4 million, $7.0 million and $7.4 million,
respectively. Cash generated from operating activities for the year ended
December 31, 1994 was $15.2 million, primarily as a result of a significant cash
receipt related to a Mini-DAMA development contract completed in a prior year.
Effective September 30, 1997, Titan contributed $22.1 million of its parent
company investment to the Company's capital. The $5.0 million balance in parent
company investment as of September 30, 1997 represents the Company's estimate of
the net working capital as of September 30, 1997, which will be converted to
cash prior to the consummation of the Offering and repaid to Titan. Management
believes that future cash needs will continue to be significant to fund the
anticipated growth of the Company. The actual capital requirements of the
Company will depend upon many factors, including, but not limited to, the
Company's research and development efforts, and the nature and timing of
commercial orders. The Company believes that the net proceeds from the Class A
Common Stock offered hereby, along with the net cash generated from operating
activities, will be adequate to meet the Company's working capital and capital
expenditure requirements over the next 12 months. Management of the Company
intends to invest the Company's cash in excess of operating needs and capital
requirements in short-term interest bearing investment grade securities. See
also "Use of Proceeds." Although the Company presently does not have or
anticipate a need for outside financing facilities, the Company believes that,
if and when such need arises, the Company will, subject to certain limitations
and restrictions set forth in Titan's loan agreements, have access to lines of
credit or financing facilities available to Titan.

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29
<PAGE>
BUSINESS
- --------------------------------------------------------------------------------

OVERVIEW

Linkabit Wireless has developed substantial expertise in DAMA technology and
critical engineering disciplines such as satellite ground system design, RF and
digital engineering, digital and communications signal processing software,
network management and modem technology. The Company has benefited from
substantial and continued investment in its technology and products. The
Company's commercial products leverage the advanced technologies and broad
technical competencies developed from the substantial investment in its
government business. Similarly, the government business has benefited from the
Company's investment in the design and production of cost-effective commercial
products which can satisfy the government's demand for more COTS products.

INDUSTRY BACKGROUND

Satellite technology, because of its unique capabilities and features, is
becoming increasingly important for commercial and defense communications.
Currently, there are approximately 530 satellites in earth's orbit and an
additional 1,800 satellites are expected to be launched over the next ten years.
The U.S. government launched the first telecommunications satellite in 1958
primarily to demonstrate signal communications by an orbiting relay. The
commercial satellite industry soon followed with the launch of the initial
active telecommunications satellite in July 1962, which carried the first live
television broadcast between the United States and Europe. Commercial satellite
applications quickly expanded with transcontinental voice communication and
television broadcasts. More recently, research and development efforts targeted
at both military and commercial markets have led to a number of significant
improvements and enhancements in satellite communications technology, resulting
in more cost-effective and technologically efficient products for varying
communications applications. As a result of military budget constraints, the
government has emphasized the procurement of cost-effective, open-architecture
systems that can incorporate less expensive COTS components. In this context,
commercial research and development efforts have resulted in the creation of
products and technology platforms that can easily be adapted to defense-oriented
applications. Existing available commercial satellite capacity, coupled with the
recent development of relatively low cost ground terminals, have made satellite
communication solutions a reality for both the rural telephony and secure
defense communications markets.

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30
<PAGE>
RURAL TELEPHONY

Vast regions of the world remain without adequate telecommunications
infrastructure. According to industry sources, 50% of the world's population has
never made a telephone call. In 1995, there were approximately 3.22, 9.43 and
1.71 subscriber lines in service per 100 inhabitants in Southeast Asia, Latin
America and Africa, respectively, compared to 62.71 in the United States. In
these developing regions, non-urban areas now account for 67.0%, 26.3% and 66.2%
of the population in Southeast Asia, Latin America and Africa, respectively.
Although many countries in these regions are developing urban wired telephony
systems, economic considerations in these countries have made the provision of
wired telephone service to rural areas cost prohibitive. A confluence of several
factors, including advancements in voice transmission technologies, development
of low cost ground terminals and the existence of available commercial satellite
capacity, has made the provision of telephone service (including voice, fax and
data services) possible in these rural areas.

The substantial economic benefits of telecommunications infrastructure have been
well documented. The World Bank estimates that each dollar spent on
telecommunications infrastructure in developing regions of the world results in
approximately 35 dollars of Gross Domestic Product, and that sustainable
economic growth in such regions requires approximately 50 subscriber lines in
service per 100 inhabitants. In light of these economic considerations, as well
as for political reasons, governments in developing countries, particularly in
Southeast Asia, have recently shown an increased interest in providing rural
telephone services. In Indonesia, for example, the government is requiring that
a minimum of 20% of all new telephone lines installed be in rural areas. Also,
the movement of rural populations towards urban-based activities and employment
has served to geographically disperse families in developing countries,
necessitating the development of communications capabilities between cities and
rural areas. Even in countries with a relatively well-developed PSTN, telephone
coverage is sparse just beyond the outer boundaries of the cities and large
population centers. People living in these urban-fringe areas, who are more
likely to have some knowledge about telephone capabilities than their rural
counterparts, are in need of quality in-home telephone service. Furthermore,
economic development of rural areas has increased the need for an adequate
telephony infrastructure. Companies with manufacturing, processing and
distribution interests in these areas need adequate telephony capabilities to
operate with greater efficiency.

Today, there are principally three transmission alternatives available for
providing rural telephone service: wired, terrestrial wireless and satellite
networks. Of these three alternatives, satellite networks are uniquely suited to
provide a rapidly available, lower cost solution for the rural telephony market.
Wired networks, because they require the installation of significant
infrastructure over long distances and difficult terrain, are generally cost
prohibitive for use in rural areas and can take a number of years to complete.
Terrestrial wireless systems, in particular microwave radio networks, are
subject to line-of-sight limitations, require a large number of microwave towers
(one approximately every 20 to 50 kilometers), compete with other users for
radio frequency spectrum and also require substantial time and expense to
install. Satellite networks, on the other hand, have substantial available
capacity and provide broad geographic coverage. In fact, most areas with large
rural populations are within the footprint of one or more commercial satellites
in orbit today. At any location within the footprint of these satellite
networks, ubiquitous telephone service can be established simply by installing
small, low-cost ground terminals with links to the country's PSTN. Moreover,
such satellite networks have relatively lower infrastructure costs compared to
wired and terrestrial wireless networks, are not constrained by topographical or
climatic characteristics and can be rapidly and economically deployed, upgraded
and reconfigured.

The three principal types of satellite communications networks are (i) direct
broadcast, which provide a direct transmission link from high-power satellites
to customers over a wide geographic area, (ii) mobile, which enable voice and
data communications through small portable terminals, including hand-held
phones, and (iii) fixed-site, which provide television, voice, facsimile and
data communications between fixed ground terminals. Direct broadcast satellite
networks are best suited for one-way, continuous

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31
<PAGE>
transmissions such as direct-to-home television, music and data and, for this
reason, are not optimized for use in the rural telephony market. Mobile
satellite networks, in order to operate with hand-held mobile phones, utilize
specially designed satellites which operate at high power and at lower
frequencies where less bandwidth is available than with fixed-site satellite
systems. As a result, mobile satellite systems generally are more expensive and
are not as well suited for rural telephony applications in developing countries
as fixed-site satellite networks. Fixed-site satellite telephony systems are
therefore increasingly being utilized by developing countries which seek to
provide a practical, cost effective means to quickly extend the PSTN and provide
basic telephone service to rural areas.

Several characteristics of rural telephony networks are of particular importance
to countries committed to establishing an extensive rural telephony network.
First and foremost, a rural telephony system must be cost-effective. Second, a
rural telephony system must be capable of connecting many thousands of ground
terminals with the national PSTN. Third, individual terminals must be easy to
transport and simple to install. Fourth, ground terminals must be easy to use,
low maintenance, highly reliable, capable of operating unattended for lengthy
periods and, in some instances, able to withstand extreme heat, rain and
humidity conditions. Fifth, terminals must be able to operate on a wide range of
locally available power sources. Finally, a rural telephony system must be
scaleable to meet the increasing demands of certain locations.

SECURE DEFENSE COMMUNICATIONS

The U.S. military has for a number of years been reliant on satellite technology
for its secure communications needs. Today, in order to respond effectively to
hostile situations worldwide, and to compensate for reductions in defense
personnel and weapons platforms, U.S. and allied governments are increasingly
employing systems that act as "force multipliers." This strategy includes the
utilization of communications solutions that are specifically tailored to the
needs of military and intelligence agencies and which provide secure and
reliable transmission and receipt of voice and data in demanding environments.
The military's increasing reliance on satellite communications, though, has
placed considerable demands on existing capacity. The increasing requirements of
modern defense systems and improvements in technology have resulted in
substantially higher volumes of information communicated over military satellite
channels and greater use of capacity intensive applications such as image
compression and transmission.

The U.S. government initially selected UHF for its secure communications
transmissions primarily because it enabled the use of small, portable,
omni-directional antennas with relatively low power requirements, thus
supporting dynamic platforms such as naval vessels and aircraft and supporting
use in manportable applications. UHF satellite systems that were originally used
for the transmission of low speed message traffic to relatively few users are
now being utilized to transmit voice and high speed encrypted data to thousands
of users. Increases in the number of UHF satellite channels have not kept pace
with the increased demand resulting from the greater number of users and the
additional capacity utilized by these new technologies. However, the U.S.
government remains committed to the use of UHF as the primary frequency band to
support secure communications, despite the availability of other alternatives.
The government has a substantial investment in UHF technology, including both an
installed satellite infrastructure and base of support equipment on the ground
that cannot be readily replaced. For example, the Navy's investment in UHF
ground terminals exceeds $3.0 billion. The magnitude of this installed base has
focused the military's efforts on improving the capacity of its UHF satellite
network and using open-architecture systems that incorporate low-cost, COTS
components.

Additional system capacity can be made available, and more users accommodated,
through a more efficient use of available frequencies. The JCS mandate is, in
large part, due to the recognition of the significant efficiency benefits
offered by DAMA technology, including DAMA's ability to prioritize system access
to specific users or specific transmissions. The government expects DAMA to
increase capacity for UHF tactical users by a factor of as much as eight,
depending on the application and traffic usage,

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32
<PAGE>
compared to dedicated non-DAMA links. To satisfy the government's mandate,
virtually all U.S. forces and U.S. allies are either upgrading existing products
or procuring new UHF DAMA satellite terminals.

In addition, despite its commitment to UHF, the U.S. government recognizes the
need to expand defense communications capabilities beyond the traditional
military frequency spectrum. Even with more efficient use of the UHF spectrum
resulting from the utilization of DAMA-based equipment, the UHF spectrum will
likely continue to be saturated during times of conflict. Accordingly, defense
communications technology has matured to the point where it will be necessary to
accommodate multiple radio frequency bands in a single communications terminal.
It is therefore anticipated that defense communications products will be
required to provide bandwidth access from HF (~100 kHz) through L and S-bands
(~2.0 GHz) in a single radio. Similarly, while DAMA is initially being applied
to the UHF satellite frequency band, other frequency bands such as Super High
Frequency (SHF), Extremely High Frequency (EHF) and commercial C, K(u) and K(a)
bands are being targeted for implementation of DAMA technology.

Until recently, the U.S. government generally commissioned new products to be
designed and developed under development contracts which required the products
to meet very rigorous military specifications. In order to reduce costs, the
U.S. government has now shifted to a non-development procurement approach,
pursuant to which it attempts to utilize COTS components where feasible and
encourages companies to perform their own research and development programs to
have products readily available for purchase. As a result, defense spending that
was traditionally allocated for research and development contracts is now
allocated for the procurement of commercially available products. To maintain
its stated objective of "information superiority," the U.S. government will need
to continue to fund the design and development of new products that are on the
leading edge of technology and meet very rigorous specifications.

In light of the demand for low cost satellite network capacity, the secure
defense communications market presents significant opportunities for companies
that are able to offer cost effective solutions which enable compliance with the
JCS mandate and that can provide COTS solutions for other satellite
communications applications, including products that allow secure communications
transmissions through both defense and commercial satellite networks.
Significant opportunities are also present for those companies that have
sufficient resources available to design and develop state-of-the-art products
that satisfy demanding operational requirements.

THE COMPANY'S SOLUTION

RURAL TELEPHONY

The Company specializes in the development and production of advanced fixed-site
satellite terminals and associated voice/data processing modems for
implementation in rural and urban-fringe areas. Linkabit Wireless has designed a
network of fixed-site satellite terminals which satisfies the requirements of
countries committed to establishing an extensive rural telephony network. These
terminals provide telephone, facsimile and data communications services to rural
areas not previously served by the national PSTN. This telephony solution
combines the following characteristics:

LOW COST TERMINAL. Leveraging recent advancements in voice transmission
technologies, the Company has developed a relatively low cost terminal that
operates in a fixed-site satellite network.

LOW OPERATING COSTS. The Company's rural telephony products utilize its
defense-derived DAMALink network management software system, which allows for
multiple simultaneous users to efficiently access

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33
<PAGE>
the same satellite channel, resulting in "space segment" cost savings and
improved operational flexibility. In addition, a complete national network is
controlled and managed from a central location via a PC-based
network management system, resulting in increased operating efficiencies. With
the exception of the central control site, the system is unmanned. Early
experience in Indonesia has demonstrated that the Company's rural telephony
products can provide affordable telephone service to rural inhabitants.

CONNECTION TO PSTN. The Company's rural telephony system is one of the first
revenue generating systems to provide a direct connection to the PSTN. This
system makes it possible for telephone calls to be placed from remote terminals
in rural areas to any phone within the country through the national PSTN and any
phone in the world through the international PSTN.

PORTABLE AND EASY TO INSTALL. Portability and ease of installation are of
particular importance in rugged terrains that are characteristic of many rural
areas. The electronic components of the Company's ground terminals weigh less
than 20 pounds and are used with small portable "dish" antennas, facilitating
transportation to remote sites. Installation, testing and inauguration of the
antenna and the Company's ground terminal can be completed in about four hours
by two trained technicians using nothing more than hand tools.

RUGGED AND RELIABLE. Terminals designated for installation in rural areas are
designed to withstand extreme heat, rain and humidity conditions with little or
no maintenance required. Operational status of individual terminals can be
monitored from the network control center, and any required reconfiguration or
upgrades can be accomplished by sending new software via satellite links to
individual terminals during down-times.

VARIETY OF POWER SOURCES. The Company's ground terminals are capable of
operating on a wide range of locally available power sources. For example, the
Company's Xpress Connection is capable of operating on solar power.

SCALEABLE AND ADAPTABLE. The Company's rural telephony systems are scaleable to
provide as many channels as are required to meet a specific location's
communications needs. In addition, the core technologies and designs of the
Company's rural telephony terminals can be adapted for private commercial
networks.

SECURE DEFENSE COMMUNICATIONS

Linkabit Wireless is a leading provider of UHF DAMA-based defense products for
the U.S. military and its allies. The Company's DAMA solutions allow defense
customers to select the manner in which they will comply with the JCS mandate.
The Company has developed several COTS products that are designed to enhance the
sub-system functionality of DAMA systems, and has engineered a solution to meet
the growing need to expand military communications capabilities to commercial
satellite networks. In addition to its defense products, the Company's
experienced research and development team is available to design and develop
state-of-the-art products that meet very rigorous military specifications. The
Company's secure defense communications solution consists of the following:

COMPLETE SUITE OF UHF DAMA PRODUCTS. The Company offers a three tiered,
turn-key, fully functional solution to the JCS mandate. Defense customers can
select the product best suited to their individual needs, including complete
DAMA terminals, stand-alone DAMA modem products and board level DAMA modems for
incorporation into an existing communication terminal. The Company's DAMA
products combine the attractive characteristics of low cost, low power and
reduced weight and size, and provide for high reliability through reduced
component count. Each of the Company's DAMA products has been developed with an
open-architecture format that allows future upgrades and enhancements to be
provided as communications needs evolve.

COTS PRODUCTS. The Company has developed several board level products that are
designed to enhance the sub-system functionality of communications systems. One
such COTS product is the Company's

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34
<PAGE>
communication security module, which encrypts data transmission and can be
integrated into an existing communications terminal.

TRI-BAND PRODUCTS. The Company has developed a portable terminal system that
allows existing communications equipment to transmit over commercial C, X and
Ku-band satellites, thereby providing the military with the flexibility of
communicating through either defense or commercial networks.

RESEARCH AND DEVELOPMENT CAPABILITIES. The Company has an experienced team of
engineers and technicians with expertise in critical engineering disciplines
such as satellite ground system design, RF and digital engineering, digital and
communications signal processing software, network management and modem
technology. This team of engineers is available to design and develop
state-of-the-art products that meet demanding military specification
requirements.

STRATEGY

The Company's goal is to become a preeminent solutions provider to emerging
communications markets in developing countries, international commercial sectors
and in the U.S. and allied defense markets. The Company's strategy to achieve
this goal includes the following primary components:

PURSUE GLOBAL RURAL TELEPHONY MARKET. The Company believes there is a
substantial unmet demand for rural telephone service, especially in developing
countries. The Company's strategy is to capitalize on its Xpress Connection
system, a satellite-based system which is currently in operation today, to
establish national rural telephony infrastructures in developing regions around
the world. In September 1995, the Company received an approximately $10 million
contract from PSN to develop the Xpress Connection system for use in a rural
telephony network in Indonesia. In December 1997, the Company received a
follow-on order from PSN for 10,000 additional Xpress Connection terminals at a
contract value of approximately $27 million. This contract also contains a
priced option to purchase up to 10,000 additional terminals, which may be
exercised at any time during the contract term. In addition, the Company is part
of a consortium led by Alcatel, which is designing and developing a
satellite-based alternative designed to provide telephone, facsimile and high
speed Internet access to homes and businesses initially throughout Indonesia and
potentially to other developing countries throughout the world.

EXPAND DEFENSE AND GOVERNMENT BUSINESS. In light of the JCS mandate, as well as
the U.S. government's shift toward a COTS procurement approach, the Company
intends to continue to utilize its DAMA and other technologies to develop
standardized satellite communications products available for purchase by
government customers. Consistent with the U.S. government's stated objective of
"information superiority," the Company also intends to continue designing and
developing next generation technologies and products under development contracts
with the U.S. government.

REMAIN ON LEADING EDGE OF TECHNOLOGY. The Company's satellite communications
capabilities have been refined over several years, driven in large part by over
$250 million in government and third party funding and internal research and
development since 1986. The Company intends to continue the development of its
technologies and capabilities by maintaining close ties with satellite based
telecommunications service providers which allow the Company to identify and
understand the current needs of the market, anticipate future trends and develop
technologies and products that are designed to address those needs and trends.

LEVERAGE TECHNOLOGY AND CAPABILITIES INTO OTHER MARKETS. The Company intends to
leverage technologies and capabilities it has developed in connection with its
rural telephony products to penetrate other targeted commercial markets,
including the private networking market, where it can provide comprehensive
solutions that use a combination of the Company's technologies, including its
multi-port and voice and modem products. The Company also intends to adapt
products and technology platforms originally created for commercial uses to
defense-oriented COTS applications. Similarly, the Company intends to continue
to adapt, where feasible, products and technologies originally developed for
defense applications to commercial uses. The Company targets commercial and
defense markets that it believes will offer high growth

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potential and where it believes its technology will have competitive advantages.
Examples of such commercial markets targeted by the Company include the
multi-channel rural telephony and suburban multi-media markets, for which the
Company's CCM 4000 and M(2)A products, respectively, are designed.

EXPAND STRATEGIC ALLIANCES. The Company utilizes strategic alliances to enter
the broadest possible markets as quickly as possible. The Company continually
evaluates potential additional strategic alliances that can provide financial,
technological and/or marketing resources for the Company's products.
Specifically, with respect to the rural telephony market, the Company intends to
continue to seek partnerships with regional and local telephone service
providers which can assure satellite access, obtain operating permits and play a
key role in the installation and operation of a rural satellite telephone
network. One example of such a partnership is the Company's alliance with PSN,
pursuant to which the Company tailored its Xpress Connection system to meet
PSN's specificiations for installation in Indonesia. As it did with Xpress
Connection, PSN is expected to take a leadership role in the commercialization
of the M(2)A system in other selected developing countries. The Company also
intends to continue to evaluate selected externally funded research and
development projects where technologies may be generated that could create
additional value for Linkabit Wireless.

CORE TECHNOLOGIES AND CAPABILITIES

Linkabit Wireless has developed substantial expertise in DAMA technology and
critical engineering disciplines such as satellite ground system design, RF and
digital engineering, digital and communications signal processing software,
network management and modem technology. Management believes that the technology
developed by the Company over the past two decades has lead to what today
represents a significant segment of the global Very Small Aperture Terminal
(VSAT) market. The Company's breadth of capability allows it to provide complete
turn-key solutions for the satellite communications market. Linkabit Wireless'
legacy of innovative technology development and comprehensive team of engineers,
scientists and technicians enable the Company to remain at the forefront of
satellite communications technology.

The Company intends to selectively develop products through market driven
research and development efforts for specific perceived market needs and focus
on market opportunities that can utilize a number of the Company's core
technologies and capabilities. Additionally, the Company attempts to select
research and development projects that will result in the development of
products that have the potential to be adapted to both commercial and defense
applications.

DAMA TECHNOLOGY

For satellite communications to be cost effective, valuable satellite capacity
must be shared among multiple users. Early systems used dedicated channels where
each user terminal had access to only its dedicated satellite channels. The
essence of DAMA is the replacement of a fixed system of dedicated channel
assignments with a much more flexible, centrally managed system that dynamically
assigns communication channels to users on an as needed basis. DAMA system users
"request" assignment of these channels when they initiate a call, and a central
network control computer automatically assigns one or more users to a channel
depending on the user's priority, bandwidth requirements and channel
availability. Any unused capacity is available to be shared by other users. When
a user no longer requires communications access, the control system dynamically
returns the channels to the central pool for use by other users as needed. DAMA
increases system efficiency up to eight-fold over existing non-DAMA systems
through the dynamic allocation of valuable satellite capacity. The result of
this improved channel efficiency is lower costs to both customers and the system
operator.

SATELLITE GROUND SYSTEM DESIGN

The Company's system design efforts for both military and commercial satellite
networks begin with a thorough understanding of the requirements of the intended
application. Linkabit Wireless' systems

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engineers develop the requirements definition based on defined customer needs
and allocate the requirements to detailed design disciplines such as analog,
digital, software and mechanical designs. The Company's full range of design
expertise supports terminal designs which start by processing the user's data,
voice, or images and continuing through to the modem and radio functions where
the signal is finally interfaced to the antenna for transmission and reception.

To support its design efforts, the Company's electrical design engineers use
computer aided design ("CAD") tools to simulate electrical designs prior to
layout of printed circuit boards in their CAD center. The engineers also utilize
the VHSIC Hardware Description Language ("VHDL") for simulation, synthesis and
layout of circuitry to be implemented in field programmable gate arrays
("FPGAs") or ASICs.

MODEM TECHNOLOGY AND RF ENGINEERING

Linkabit Wireless' products include both modem and radio components that support
data rates from 75 bytes per second to 20 mega bytes per second ("Mbps"). The
Company's modems utilize the latest high speed digital signal processors
combined with FPGAs and ASICs to implement the many complex functions required
of wireless terminals. The modem functions include modulation/demodulation,
forward error correction and acquisition and tracking techniques that are
required to provide reliable communications over satellite and line-of-sight
links. The Company's radio design team performs computer simulation of its
designs prior to development of the requisite hardware for incorporation into
wireless terminals.

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<PAGE>
PRODUCTS
COMMERCIAL PRODUCTS

The Company develops and sells bandwidth efficient, turn-key systems and
products which address the demand for rural telephone service. The Company has
combined expertise gained under government sponsored development projects and
its own internal development efforts to become a leader in a technology which
enables low-cost, efficient satellite communications. The Company's commercial
satellite products include:

<TABLE>
<CAPTION>
PRODUCT DESCRIPTION
<S> <C>
Xpress Connection Network of fixed-site satellite ground terminals designed to
provide basic telephony services to rural areas of
developing countries. Interoperable with national PSTN.
Multi-Media Asia (M(2)A) Key portions of ground terminals, primarily software and
Products ASIC chip sets to be used in a satellite-based communication
system designed to provide quality and cost competitive
multi-function telecommunications services to individual
homes and businesses in areas not adequately served by the
PSTN.
CCM 4000 Modem product designed to allow a single ground terminal to
provide service for up to four simultaneous users. Utilized
in Xpress Connection networks and in private telephone and
data networks. Cost-effective alternative to installing
additional terminals where demand warrants.
MRVC Voice digitizing, compression and multiplexing product sold
to defense and commercial markets.
</TABLE>

- XPRESS CONNECTION. The backbone of the Company's commercial products is
its Xpress Connection system, which was developed to address the need for
telecommunications infrastructure in developing countries by providing a
cost-effective means to link remote locations into the national PSTN. The
Xpress Connection system permits telephone calls to be made to and from a
ground terminal to any telephone in the country (including other Xpress
Connection terminals) or abroad. All calls are controlled by a centralized
DAMA-based network management system, which provides efficient use of
satellite capacity, short call set-up times (approximately four seconds),
billing information and complete network control for the system operator,
including the ability to remotely monitor the operational status of
individual terminals. Calls from remote terminals enter the PSTN through
one of a number of "gateway" terminals strategically located near
population centers to minimize the access charges which must typically be
paid for use of the PSTN. With the exception of the central control site,
the network is unmanned. A typical national system might employ from five
to thirty gateway terminals, depending on the distribution pattern of
calls to and from population centers.

Individual ground terminals, which are typically installed at a central
point in a village, are comprised of a 1.2 meter parabolic antenna,
electronics enclosure and other non-moving parts that are mounted
outdoors. The indoor unit is a small enclosure, which is typically mounted
on a wall and connected by a cable to the outdoor electronics enclosure.
The indoor unit is connected to a telephone and in some systems to a
printer (both supplied by the system operator), and incorporates a display
which provides billing information to the system operator. The printer, if
used, provides a printed record of the call which lists the number called,
the duration of call and connect charges incurred. The indoor unit also
provides a connection for facsimile or data services, each of which can be
supported by the system at 4.8 kilo bytes per second ("Kbps"). Xpress
Connection ground terminals have been designed for ease of transport and
installation. Total installation can be completed in less than four hours
by two trained technicians. Xpress Connection ground terminals

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<PAGE>
are designed to operate reliably in extreme heat, rain and humidity
conditions with little or no periodic maintenance, manual adjustments or
calibrations required. Consuming only 30 watts of power, they can operate
on a wide range of locally available power sources, including generator
and solar power units.

- MULTI-MEDIA ASIA (M(2)A) PRODUCTS. The Company is part of a consortium led
by Alcatel that was selected to implement a large scale, satellite-based
communication system (the M(2)A system) designed to provide
telecommunications services to individual homes and businesses in suburban
and rural areas throughout Indonesia and other surrounding Asian countries
which, because of the time and cost of extending wireline service into
these vast areas, are underserved or are not served at all. The Company
has been engaged by Alcatel on a subcontract basis to design and develop
key portions of the ground terminals, to be used with the M(2)A system.
Once designed, the M(2)A terminals will be manufactured by Thompson Multi
Media ("Thompson"). This state-of-the-art system will be designed to use
dedicated, high powered satellites which are being developed for the
project by Loral Space & Communications Ltd. ("Loral") and Alcatel and are
expected to be launched in 1999. The Company anticipates that some of the
technology developed for use with the M(2)A system may be used to upgrade
the Company's Xpress Connection terminals in the future.

The M(2)A system will provide a direct connection to the national PSTN and
will utilize core technologies originally developed for use with the
Xpress Connection system. The M(2)A system will be designed to provide
feature-rich telephone, facsimile and high speed Internet access to homes
and businesses in suburban and rural areas. The system is designed to be
price and quality competitive with conventional wireline services. It is
anticipated that an add-on feature will be developed that will enable
digital television reception. The ground terminals to be used with the
M(2)A system will be designed for easy installation at private residences
and business facilities through-out the M(2)A satellite service area. Each
ground terminal is expected to be comprised of an indoor unit and an
outdoor unit which are connected by a cable. The indoor unit will be a
consumer electronics unit, with a phone, buttons and switches for
operation and control and provisions for connectivity to the outdoor unit,
a facsimile machine, a computer and a power connection. The outdoor unit
will consist of an elliptically shaped antenna assembly and mounting
brackets, with electronics and feed assembly attached to it. The ground
terminals to be used with the M(2)A system represent an important
technological and price break-through for satellite ground equipment used
in fixed-site satellite applications. To be price competitive with
wireline services, the terminals will be designed to be full featured at a
price of less than $1,000. Comparably featured terminals today sell in a
range of four to more than ten times this price.

- CCM 4000. The Company has designed its CCM 4000 modem product to be a
cost-effective alternative to installing additional Xpress Connection
terminals in areas where demand for rural telephone service exceeds the
capacity of a single Xpress Connection terminal. The CCM 4000 utilizes a
DAMA control channel similar to those installed in Xpress Connection's
centralized network management system to allow a single ground terminal to
simultaneously access multiple communications channels. The CCM 4000
provides voice, facsimile or data service for up to four simultaneous
users. The CCM 4000 is fully compatible with existing Xpress Connection
system architecture, and is expected to be installed in gateway terminals
as well as remote locations. In addition, though designed initially for
use with Xpress Connection networks, the CCM 4000, which combines DAMA and
multi-channel modem functions in one compact unit, provides a cost
effective building block for private satellite network applications and
allows voice, facsimile or data transmissions at up to 32 Kbps per
channel. In Thailand, the Company is installing the CCM 4000 in a private
network application developed for the BAAC.

- MRVC AND CHANNEL CONTROL MODEM. The Company's Multiple Rate Voice Card
("MRVC"), which was originally designed for defense applications, is sold
for defense as well as commercial private

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<PAGE>
network applications. The MRVC digitizes voice signals and performs voice
compression, multiplexing and echo cancellation functions necessary for
satellite communications. Linkabit Wireless has sold over 3,000 MRVCs for
use in commercial, government and defense applications. In satellite
applications which require reception of intermittent or burst
transmissions, such as in DAMA operations, the Company offers channel
control modems. These modems reduce call set-up times and the required
amount of control bandwidth for call processing.

SECURE DEFENSE COMMUNICATIONS PRODUCTS

The Company is a leading provider of DAMA-based defense products for the United
States and its allies. In order to respond effectively to ongoing and emerging
hostile situations worldwide and to compensate for reductions in defense
personnel and weapons platforms, U.S. and allied governments are increasingly
employing systems that act as "force multipliers." As a result, defense- and
government-oriented customers are continuing to spend significant amounts on the
procurement and utilization of advanced communications products and systems. The
Company's defense- and government-related products include the following:

<TABLE>
<CAPTION>
PRODUCT DESCRIPTION
<S> <C>
Mini-DAMA UHF Dual channel DAMA terminal that is designed to provide
Satcom Terminal secure multi- mode communications and is intended for use in
space constrained platforms such as aircraft, submarines and
small ships. The Mini-DAMA system's open architecture
incorporates COTS components and provides for growth
options.
LST-5D UHF Modem designed to upgrade existing Motorola LST-5D
DAMA Modem manportable communications radios to provide embedded DAMA
capability.
LSM-1000 UHF UHF satellite modem, with full DAMA capability and
Satcom Modem open-system architecture, which has the flexibility to
interface with existing satellite communications radios and
operate in a variety of modes.
LST-8000 Portable Tri-Band Portable satellite ground terminal designed to enable secure
Satcom Terminal communications transmissions through defense or commercial
satellites utilizing C, X or Ku band satellite frequencies.
DAMA Modem Module Two miniaturized, full duplex DAMA modems embedded on a
single module to be installed into existing communications
terminals to provide DAMA capability. Provides
point-to-point, line-of-sight, simultaneous data or voice
communications at a variety of data rates.
</TABLE>

- MINI-DAMA UHF SATCOM TERMINAL. The Mini-DAMA terminal is a full UHF
satellite communications terminal that is designed to provide dual
channel, multi-mode communications for up to 16 simultaneous users. The
Mini-DAMA terminal condenses the communications capabilities formerly
housed in two six-foot high racks into a single 25-inch high terminal. The
Mini-DAMA terminal provides a weight savings of over 500 pounds and a
power savings of approximately 60% to 70% over prior systems. The
terminal's small size and reduced power requirements permit aircraft,
submarines and small ships for the first time to enter critical UHF
satellite communications command and control networks and transmit secure
voice and data communications. The Company's Mini-DAMA terminal employs a
modular, open systems architecture that allows it to incorporate cards for
multiple UHF channels while leaving space for embedded encryption devices
and other growth options.

Initial work on the Mini-DAMA terminal was performed under a development
contract from the U.S. Navy. The Company also funded internal research and
development work to transition the

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<PAGE>
terminal design into an open systems architecture incorporating commercial
components. This internal research and development work led to the
Company's receipt in January 1995 of a $12.0 million initial production
contract for Mini-DAMA terminals from the U.S. Navy's Space and Naval
Warfare Systems Command ("SPAWAR"). In April 1996, SPAWAR exercised an
$8.3 million production option for additional Mini-DAMA terminals. Through
September 1997, the Company has received additional orders from SPAWAR and
an independent defense systems contractor which aggregated $18.6 million.
The Company's production contract with SPAWAR also includes $56.0 million
of remaining priced options which may be exercised through September 1999.
Allied governments have also expressed significant interest in the
Mini-DAMA terminal due to the need to coordinate secure satellite
communications with U.S. Armed Forces. The Company has already received
initial orders from customers in the United Kingdom, Norway, Germany and
Australia.

- LST-5D UHF DAMA MODEM. One of the satellite communications devices used by
the U.S. military today is the LST-5D radio, a lightweight, compact,
manportable UHF Satcom radio produced by Motorola. Currently, over 5,000
LST-5D units are currently in service with various U.S. military
organizations. As a result of the JCS mandate, these LST-5D radios must be
upgraded to have DAMA capability or be replaced. The Company, under a
strategic alliance with Motorola, has developed a UHF modem that will add
DAMA capability to the LST-5D radio. The Company has delivered
approximately 500 LST-5D UHF DAMA modems to Motorola and has orders for an
additional 700 modems.

- LSM-1000 UHF SATCOM MODEM. The Company's LSM-1000, which enables U.S.
military users to select from a variety of operational modes, is a UHF
satellite modem with full DAMA capability designed for use with an
existing satellite communications radio. The LSM-1000's open-architecture
system allows for the addition of encryption, global positioning systems,
video compression and other capabilities. The Company believes that it is
able to price the LSM-1000 below competitive products because of design
efficiencies and the use of industry-standard components. The Company has
contracts for initial deliveries of over 75 LSM-1000 modems.

- LST-8000 PORTABLE TRI-BAND SATCOM TERMINAL. The Company's LST-8000 is a
portable satellite ground terminal that is designed to allow the U.S.
military to communicate through either defense or commercial satellites.
The LST-8000 operates at data rates up to 9.4 Mbps and is capable of
communications over C, X and Ku-band satellite frequencies. To facilitate
rapid deployment to areas of conflict, the LST-8000 disassembles into six
transit cases for vehicular, helicopter or aircraft transport worldwide.
The Company has received an initial $2.6 million contract from the U.S.
Army for the production of LST-8000 terminals.

- DAMA MODEM MODULE. The Company's DAMA Modem Module (DMM) consists of two
independent, full-duplex DAMA modems which provide point-to-point,
line-of-sight, simultaneous data or voice communications at a variety of
data rates. Each modem may be configured to support waveforms that are
utilized in a number of U.S. military applications. Several existing
military radios can utilize this plug-in module to provide
interoperability with other military DAMA capable modems. The Company has
contracted to deliver these modems to two major U.S. government prime
contractors to be embedded within their products.

CUSTOMERS AND STRATEGIC ALLIANCES

A key element of the Company's strategy is to expand its strategic customer
alliances, through which many of the Company's commercial and defense products
are sold. The Company selects its strategic alliances

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<PAGE>
based on many factors, including technical capability, geographic location and
market presence. Key strategic customer relationships of which the Company are a
part include:

RURAL TELEPHONY PRODUCTS

PSN; XPRESS CONNECTION. With respect to the rural telephony market, the Company
intends to seek partnerships with regional and local telephone service providers
who can assure satellite access, obtain operating permits and play a key role in
the installation and operation of a rural telephone satellite network. One
example of such a partnership is the Company's alliance with PSN, a satellite
telecommunications service provider licensed to provide public calling office
(i.e., payphone) services throughout Indonesia. PSN owns communications capacity
(i.e., transponders) on two fixed-site satellites, Palapa C1 and C2, that
provide satellite coverage throughout Southeast Asia. In September 1995, the
Company received an approximately $10 million contract from PSN to provide the
Xpress Connection system for use in a rural telephony system being developed in
Indonesia. The agreement provides for the Company to develop and test the
system, deliver gateway terminals, network control and management systems, and
2,000 Xpress Connection terminals to PSN. In September 1996, the contract was
amended to add Tedco Group Limited, a Singapore company ("Tedco"), as a party.
Under the contract, PSN purchases Xpress Connection infrastructure components
and Tedco purchases individual ground terminals from the Company. Tedco leases
ground terminals to PSN, who then installs and tests the terminals in designated
locations throughout Indonesia. The contract includes an option for PSN and
Tedco to purchase additional terminals and other equipment. Under this contract,
PSN and Tedco have the exclusive right to market and sell Xpress Connection in
Indonesia. PSN and Tedco also have co-exclusive rights to work with Linkabit
Wireless to market and sell Xpress Connection in other countries within the
Asian Palapa C1 and C2 satellites' coverage area, which encompasses virtually
all of Southeast Asia and portions of China and India. In December 1997, the
Company received a follow-on order from PSN for additional Xpress Connection
terminals at a contract value of approximately $27 million. This contract also
contains a priced option to purchase 10,000 additional terminals, which may be
exercised at any time during the contract term. To date, all of the Company's
sales of Xpress Connection have been made through the Company's strategic
relationship with PSN. The Company intends to establish similar relationships in
other developing areas targeted for implementation of Xpress Connection.

ALCATEL; M(2)A SYSTEM. The Company is part of a consortium led by Alcatel that
has been selected to develop and implement the M(2)A system for use in suburban
and rural areas throughout Indonesia and other surrounding Asian countries.
Under separate agreements, Loral and Alcatel are developing dedicated, high
powered satellites for the project which are expected to be launched in 1999.
The Company has been engaged by Alcatel on a subcontract basis to design and
develop key portions of the ground terminals, primarily RF circuits, software
and ASIC chip sets to be used with the M(2)A system. Once designed, the M(2)A
terminals will be manufactured by Thompson. In developing the M(2)A system, the
Company will use the knowledge and experience gained from the implementation of
Xpress Connection in Indonesia.

SECURE DEFENSE COMMUNICATIONS PRODUCTS

MOTOROLA CORPORATION; LST-5D UHF DAMA MODEM. Motorola produces the LST-5D
radio, a lightweight, compact UHF Satcom terminal used by the U.S. military
today. To satisfy the JCS mandate, these LST-5D radios must be upgraded to
incorporate DAMA capability or be replaced. The Company has entered into a
strategic alliance with Motorola to develop a UHF modem that is specifically
designed to add DAMA capability to existing and new LST-5D radios. The Company
has delivered approximately 500 LST-5D UHF DAMA modems to Motorola and has
orders for an additional 700 modems.

OTHER SECURE DEFENSE COMMUNICATIONS PRODUCTS AND CUSTOMERS. Customers for the
Company's other secure defense communications products include U.S. and allied
government agencies and defense contractors. For example, the Company's
Mini-DAMA terminal is sold both to the U.S. Navy and to

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<PAGE>
independent defense contractors and LST-8000 terminals are sold directly to the
U.S. Army. Sales to the U.S. government, including sales as a subcontractor as
well as direct sales, aggregated $26.0 million, $21.7 million, $25.2 million and
$22.8 million in 1994, 1995, 1996 and the nine months ended September 30, 1997,
respectively. These amounts represented 98%, 85%, 90% and 66% of total revenues
in 1994, 1995, 1996 and the nine months ended September 30, 1997, respectively.

SALES AND MARKETING

Linkabit Wireless sells its commercial satellite communication products
primarily through its strategic partners, with support provided as necessary by
the Company's sales and marketing personnel. The Company also engages in direct
sales of its products in certain geographic areas. The Company sells its defense
products in direct sales agreements with both U.S. and allied government
agencies and other major customers. The Company's direct sales efforts are
targeted principally toward large accounts and the establishment of strategic
alliances in new markets.

The Company's direct sales and marketing staff is supported by management
personnel and systems and applications engineers. Direct sales activities are
focused on expanding the Company's international sales by identifying emerging
markets and working with current strategic partners to establish new customer
accounts. Additionally, the Company directly targets certain major accounts that
may provide entry into new markets or lead to subsequent distribution
agreements. Such major accounts include telecommunications agencies and major
corporations in international markets. The Company has a customer service and
support group, which primarily supports distributors and end-users and is
responsible for after-sales support and installation supervision. In most
instances, customers or third party companies install and maintain Company
supplied products, installation and maintenance.

GOVERNMENT CONTRACTS AND REGULATIONS

The Company's contracts with the U.S. government and its subcontracts with
government prime contractors are subject to termination for the convenience of
the government, and termination, reduction or modification in the event of
change in the government's requirements or budgetary constraints. When the
Company participates as a subcontractor, such contracts are also subject to the
failure or inability of the prime contractor to perform its prime contract. In
addition, the Company's contract-related costs and fees, including allocated
indirect costs, are subject to audits and adjustments by negotiation between the
Company and the U.S. government. In addition to the right to terminate, U.S.
government contracts are conditioned upon the continuing availability of
Congressional appropriations. Congress usually appropriates funds on a fiscal
year basis even though contract performance may take several years.
Consequently, at the outset of a major program, the contract is usually
incrementally funded and additional funds are normally committed to the contract
by the procuring agency as appropriations are made by Congress for future fiscal
years.

The Company's products are incorporated into communications systems that are
subject to various government regulations. Regulatory changes, including changes
in the allocation of available frequency spectrum and in the military standards
and specifications which define the current satellite networking environment,
could significantly impact the Company's operations by restricting development
efforts by the Company's customers, making current products obsolete or
increasing the opportunity for additional competition. In addition, in certain
circumstances the Company's local partners must obtain various approvals,
licenses and permits prior to the installation of the Company's products.
Although the Company believes that it or its local partners will be able to
obtain the requisite approvals, licenses and permits from the countries in which
the Company intends to provide its products, the regulatory schemes in each
country are different and thus there may be instances of noncompliance of which
the Company is not aware. Further, certain countries in which the Company
intends to operate have telecommunications laws and regulations that do not
currently contemplate technical advances in communications technology such as
multi-function transmissions via satellite. There can be no assurance that
regulatory bodies will not

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promulgate new regulations that could have a material adverse effect on the
Company's business, financial condition and results of operations. Changes in,
or the failure by the Company to comply with, applicable domestic and
international regulations could have a material adverse effect on the Company's
business, financial condition and results of operations. In addition, the
increasing demand for satellite communications has exerted pressure on
regulatory bodies worldwide to adopt new standards for such products and
services, generally following extensive investigation of and deliberation over
competing technologies. The delays inherent in this governmental approval
process have caused and may continue to cause the cancellation, postponement or
rescheduling of the installation of communications systems by the Company's
customers, which in turn may have a material adverse effect on the sale of
products by the Company to such customers.

The Company believes that it operates its business in material compliance with
applicable government regulations. The Company is not aware of any pending
legislation which if enacted could have a material adverse effect on the
Company's business, financial condition and results of operations.

COMPETITION

The industries and markets in which the Company competes are highly competitive,
and the Company expects that competition will increase in such markets. The
Company encounters intense competition in most of its business areas from
numerous other companies, including large and emerging domestic and
international companies. Some of the Company's competitors in the secure defense
communications market include GEC (UK), Raytheon Corporation, Rockwell
International and ViaSat, Inc. Some of the Company's commercial competitors
include Gilat Satellite Networks Ltd., Hughes Network Systems, Scientific
Atlanta Inc., STM Wireless Inc. and ViaSat, Inc. A number of the Company's
competitors have far greater financial, engineering, technological, marketing,
sales and distribution and customer service resources than the Company. As a
result, such competitors may be able to develop and expand their products more
quickly, adapt more swiftly to new or emerging technologies and changes in
customer requirements, take advantage of acquisition and other opportunities
more readily, and devote greater resources to the marketing and sale of their
products and services than can the Company. In addition, current and potential
competitors in markets in which the Company competes have established or may
establish cooperative relationships among themselves or with third parties to
increase the ability of their products and services to address the needs of the
Company's current and prospective customers. Accordingly, it is possible that
new competitors or alliances among competitors may emerge and rapidly acquire
significant market share. Increased competition is likely to result in price
reductions, reduced profit margins and loss of market share, any of which would
have a material adverse effect on the Company's business, results of operations
and financial condition. The Company's ability to compete in its markets depends
to a large extent on its ability to provide technologically advanced products
and services with shorter lead times at lower prices than its competitors. There
can be no assurance that the Company will be able to compete successfully
against current or future competitors or that competitive pressures will not
have a material adverse effect on the Company's business, financial condition
and results of operations. The Company also is dependent on the continued
success and development of the satellite communications industry in general,
which itself competes with other technologies such as terrestrial wireless,
copper wire and fiber optic communications systems. Any failure of the satellite
communications industry to continue to develop, or any technological development
which significantly improves the capacity, cost or efficiency of competing
systems relative to satellite systems, could have a material adverse effect on
the Company's business, financial condition and results of operations.

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44
<PAGE>
PATENTS, TRADEMARKS AND TRADE SECRETS

The Company's ability to compete may depend, in part, on its ability to obtain
and enforce intellectual property protection for its technology in the United
States and internationally. The Company relies heavily on the technological and
creative skills of its personnel, new product developments, computer programs
and designs, frequent product enhancements, reliable product support and
proprietary technological expertise in maintaining its competitive position, but
does not have significant patent protection for all of its products. The Company
relies on a combination of trade secrets, copyrights, patents, trademarks,
service marks and contractual rights to protect its intellectual property. There
can be no assurance that the steps taken by the Company to protect its
intellectual property will be adequate to deter misappropriation of the
Company's technology or to prevent others from independently developing or
acquiring substantially equivalent technologies or otherwise gaining access to
the Company's proprietary and confidential technological expertise or disclosing
such technologies or that the Company can ultimately enforce all of its rights
to its proprietary technological expertise. Further, the laws of certain foreign
countries in which the Company's products are or may be sold may not protect the
Company's intellectual property rights to the same extent as do the laws of the
United States. Any failure of the Company to protect its proprietary information
could have a material adverse effect on the Company's business, financial
condition and results of operations.

Litigation may be necessary to enforce the Company's intellectual property
rights, to determine the validity and scope of the proprietary rights of others
or to defend against claims of infringement or misappropriation. Such litigation
could result in substantial costs and diversion of resources and could have a
material adverse effect on the Company's business, financial condition and
results of operations. There can be no assurance that one or more parties will
not make claims that the Company's products infringe upon the proprietary rights
of third parties. Such claims might include infringement, invalidity, right to
use or ownership claims by third parties or claims for indemnification resulting
from infringement claims. If any claims or actions are asserted against the
Company, the Company may seek to obtain a license under a third party's
intellectual property rights. There can be no assurance, however, that a license
will be available under reasonable terms or at all. In addition, should the
Company decide to litigate such claims, such litigation could be extremely
expensive and time consuming and could materially adversely affect the Company's
business, financial condition and results of operations, regardless of the
outcome of the litigation. If the Company's products are found to infringe upon
the rights of third parties, the Company may be forced to incur substantial
costs to develop alternative products. There can be no assurance that the
Company would be able to develop such alternative products or that if such
alternative products were developed, they would perform as required or be
accepted in the applicable markets.

BACKLOG

Contracts undertaken by the Company may extend beyond one year, and accordingly,
portions are carried forward from one year to the next as part of backlog.
Because many factors affect the scheduling of projects, no assurance can be
given as to when revenue will be recognized on projects included in the
Company's backlog. Although backlog represents only business which is considered
to be firm, there can be no assurance that scope adjustments will not occur. The
majority of backlog represents contracts under the terms of which cancellation
by the customer would entitle the Company to all or a portion of its costs
incurred and potential fees. The Company's backlog at September 30, 1997, was
approximately $15.8 million.

Many of the Company's contracts with the U.S. government are funded by the
procuring agency from year to year, primarily based on its fiscal requirements.
This results in two different categories of U.S. government backlog: funded and
unfunded backlog. "Funded backlog" consists of the aggregate contract revenues
remaining to be earned by the Company at a given time, but only to the extent
such amounts have been appropriated by Congress and allocated to the contract by
the procuring Government agency. "Unfunded backlog" consists of (i) the
aggregate contract revenues which are expected to be earned as the

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45
<PAGE>
Company's customers incrementally allot funding to existing contracts, whether
the Company is acting as a prime contractor or subcontractor, and (ii) the
aggregate contract revenues which remain to be funded on contracts which have
been newly awarded to the Company. "Backlog" is the total of the Company's
funded and unfunded backlog.

In addition to the backlog described above, at September 30, 1997, the Company
had remaining priced options of $56.0 million from the U.S. Navy for full-scale
production of its Mini-DAMA satellite communications terminal. The Company
expects that a substantial number of these options will be exercised in the
future, although there can be no assurance that any such options will be
exercised.

Management believes that backlog is not necessarily indicative of future
revenues. The Company's backlog is typically subject to large variations from
quarter to quarter as existing contracts are renewed or new contracts are
awarded. Additionally, all U.S. government contracts included in backlog,
whether or not funded, may be terminated at the convenience of the U.S.
government.

MANUFACTURING

The Company primarily utilizes contract manufacturers in the manufacture of its
products. The Company oversees or conducts extensive testing and quality control
procedures for all products before they are delivered to customers. The Company
also relies on outside vendors to manufacture certain components and
subassemblies used in the production of the Company's products. Certain
components, subassemblies and services necessary for the manufacture of the
Company's products are obtained from sole suppliers or a limited group of
suppliers. The Company intends to reserve its limited internal manufacturing
capacity for new products and products manufactured in accordance with a
customer's specifications or expected delivery schedule, as necessary.
Therefore, the Company's internal manufacturing capability for standard products
has been, and is expected to continue to be, very limited, and the Company
intends to rely on contract manufacturers for large scale manufacturing. There
can be no assurance that the Company's internal manufacturing capacity and that
of its contract manufacturers and suppliers will be sufficient to fulfill the
Company's orders in a timely manner. Failure to manufacture and deliver products
and meet customer demands on a timely and cost effective basis could damage
relationships with customers and have a material adverse effect on the Company's
business, financial condition and operating results.

EMPLOYEES

As of September 30, 1997, the Company had a total of 193 full-time employees.
None of the Company's employees is represented by a labor union or covered by a
collective bargaining agreement. The Company has not experienced any work
stoppages and considers its relations with its employees to be good.

FACILITIES

The Company's principal executive offices are located at 3033 Science Park Road,
San Diego, California, 92121, in an approximately 46,569 square foot facility
subleased from Titan. The Company believes that its existing facilities will be
adequate for its current and projected needs and that additional facilities will
be available in the future as needed on commercially reasonable terms.

LEGAL PROCEEDINGS

Linkabit Wireless is not a party to any material legal proceedings.

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46
<PAGE>
MANAGEMENT
- --------------------------------------------------------------------------------

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------------- ----------------- ------------------------------------------
<S> <C> <C>
Gene W. Ray 59 Chairman of the Board

Frederick L. Judge 63 President, Chief Executive Officer and
Director

Ronald B. Gorda 42 Chief Operating Officer

Eric M. DeMarco 34 Chief Financial Officer

Scott C. Smull 45 Vice President, Finance

J. S. Webb 78 Director
</TABLE>

- ------------------

GENE W. RAY has been the Chairman of the Board of the Company since November
1993. He was a co-founder of Titan Systems, Inc., the parent of which merged
into Titan in 1985. He served as a director, Chief Executive Officer and
President of Titan Systems from its inception in 1981 until such merger. He has
been President and Chief Executive Officer of Titan since such merger. He is
also a director of Wave Systems Corporation.

FREDERICK L. JUDGE has been President and Chief Executive Officer of the Company
since September 1997 and a director since February 1994. He has also been Senior
Vice President of Titan since February 1994. From January 1991 to January 1994,
Mr. Judge was Senior Vice President and Chief Operating Officer of Hughes
Communications, Inc., a unit of GM Hughes Electronics Corp. From January 1988 to
January 1991, he served as Senior Vice President of Hughes Communications, Inc.

RONALD B. GORDA has been Chief Operating Officer of the Company since September
1997. He has also been Senior Vice President of Titan since February 1995 and
was President of Titan's Linkabit division from June 1993 to September 1997.
From May 1994 to February 1995 he was a Vice President at Titan. From August
1991 to June 1993 he served as Senior Vice President of the Satcom Systems
business unit of Titan's Linkabit division.

ERIC M. DEMARCO has been Chief Financial Officer of the Company since November
1997. Mr. DeMarco has also been Senior Vice President and Chief Financial
Officer of Titan since January 1997. From June 1986 to January 1997 he was
employed with Arthur Andersen LLP, most recently in the capacity of Senior
Manager.

SCOTT C. SMULL has served as Chief Financial Officer, and more recently as Vice
President, Finance, of the Company since May 1994. Prior to joining the Company,
Mr. Smull was Chief Financial Officer of ComStream Corporation from 1987 to
1994.

J. S. WEBB has been a director of the Company since November 1993 and has served
as a director of Titan since 1984, more recently as Chairman of the Board. He
also served as Vice Chairman of the Board of TRW, Inc., a diversified
manufacturing company, from June 1978 until December 1981 and President of
TRW-Fujitsu Company, a joint venture formed to market Fujitsu's computer
projects in the United States, from May 1980 until his retirement in December
1981. Mr. Webb is also a director of EIP Microwave, Inc., Platronics, Inc.,
Visigenic Software, Inc. and Micro Focus Group PLC.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors currently has no committees. Upon completion of the
Offering, the Board of Directors will seek to appoint to the Board of Directors
at least two individuals who are not affiliated with the Company or Titan (the
"Independent Directors"). Concurrent with such appointments, the Board of

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47
<PAGE>
Directors expects to create Audit and Compensation Committees, the members of
which will be the Independent Directors.

DIRECTOR COMPENSATION

The Company's directors do not currently receive any cash compensation for
services on the Board of Directors or any committee thereof, but directors may
be reimbursed for certain expenses in connection with attendance at Board and
committee meetings. All directors are eligible to participate in the Company's
1997 Stock Option Plan. Non-employee directors receive automatic grants of
options under the Company's Non-Employee Directors' Stock Option Plan as
described below. See "--Stock Option Plans."

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Frederick L. Judge, the Company's Chief Executive Officer, is a member of the
Company's Board of Directors. During the fiscal year ended December 31, 1996,
Mr. Judge participated in deliberations of the Company's Board of Directors
concerning executive compensation.

EXECUTIVE COMPENSATION

The following table sets forth, for the fiscal year indicated, summary
information concerning compensation awarded to, earned by or paid to the
Company's Chief Executive Officer and each of the Company's four most highly
compensated executive officers other than the Chief Executive Officer whose
total annual salary and bonus exceeded $100,000 for services rendered in all
capacities to the Company and Titan (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL LONG-TERM ALL OTHER
COMPENSATION COMPENSATION COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)SALARY(1) ($) BONUS (2) OPTION/SARS (#) ($) (3)
<S> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------
Frederick L. Judge ........................ 1996 234,001 -- -- 31,857
Chief Executive Officer

Ronald B. Gorda ........................... 1996 183,111 12,951 60,000 25,748
Chief Operating Officer

Scott C. Smull ............................ 1996 162,583 -- -- 13,118
Vice President, Finance
</TABLE>

(1) Amounts shown include cash compensation earned and received by executive
officers as well as amounts earned but deferred at the election of those
officers.

(2) Amounts shown include cash bonus compensation earned by executive officers
for each fiscal year whether received in the fiscal year in which it was
earned or in the subsequent fiscal year.

(3) Amounts shown consist of (i) Titan's matching contribution to its 401(k)
Retirement Plan; (ii) Titan's matching contribution to its Supplemental
Retirement Plan for Key Executives; (iii) Titan's contribution to its
Employee Stock Ownership Plan and (iv) interest earned in Titan's
Supplemental Retirement Plan for Key Executives that exceeded 120% of the
applicable federal long-term rate with compounding (as prescribed under
Section 1274(d) of the Internal Revenue Code). Amounts shown for fiscal year
1996 for each Named Executive Officer consist of the following elements of
compensation: Mr. Judge: (i) $7,500; (ii) $23,400; (iii) $0; and (iv) $957;
Mr. Gorda: (i) $7,500; (ii) $17,601; (iii) $150; and (iv) $497; and Mr.
Smull: (i) $5,357; (ii) $7,508; (iii) $0; and (iv) $253.

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48
<PAGE>
STOCK OPTION GRANTS

No options to acquire the Company's Common Stock were granted to the Company's
Named Executive Officers during fiscal year ended December 31, 1996.

The following table summarizes options to acquire shares of Titan common stock
granted during the Company's fiscal year ended December 31, 1996 to the
Company's Named Executive Officers. The amounts shown as potential realizable
values on the options identified in the table are based on assumed annualized
rates of appreciation in the price of Titan common stock of five percent and ten
percent over the term of the options, as set forth in the rules of the
Securities and Exchange Commission. Actual gains, if any, on the stock option
exercises are dependent upon the future performance of Titan common stock. There
can be no assurance that the potential realizable values reflected in this table
will be achieved. No Titan stock appreciation rights were granted during the
Company's 1996 fiscal year.

TITAN OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
NUMBER OF ASSUMED ANNUAL
SECURITIES % OF RATES OF STOCK PRICE
UNDERLYING TOTAL OPTIONS EXERCISE
OPTIONS GRANTED TO OR BASE APPRECIATION
GRANTED EMPLOYEES IN PRICE EXPIRATION FOR OPTION TERM (5)
NAME (#)(1) 1996(2) ($/SH)(3) DATE(4) 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------
Frederick L. Judge................ -- -- -- -- -- --

Ronald B. Gorda................... 60,000 8.85% 4.00 8/20/06 150,935 382,498

Scott C. Smull.................... -- -- -- -- -- --
</TABLE>

(1) Options granted in 1996 are exercisable starting 12 months after grant date,
with 25% of the options becoming exercisable at that time and with an
additional 25% of the options becoming exercisable on each successive
anniversary date, with full vesting occurring on the fourth anniversary
date.

(2) Based on options to purchase an aggregate of 678,000 shares of Titan common
stock granted to employees, officers and directors of Titan and its
subsidiaries in 1996, including the Named Executive Officers.

(3) The exercise price on the date of grant was equal to not less than of the
fair market value on the date of grant. The exercise price may be paid in
cash, check, by delivery of already-owned shares of Titan common stock
subject to certain conditions, or pursuant to a cashless exercise procedure
under which the optionee provides irrevocable instructions to a brokerage
firm to sell the purchased shares and to remit to Titan, out of the sale
proceeds, an amount equal to the aggregate exercise price plus all
applicable withholding taxes.

(4) The options have a term of 10 years, subject to earlier termination in
certain events related to termination of employment.

(5) Based on a base price per share equal to the exercise price. The 5% and 10%
assumed rates of appreciation are mandated by the rules of the Securities
and Exchange Commission and do not represent Titan's or the Company's
estimate or projection of the future Titan common stock price. There can be
no assurance that any of the values reflected in the table will be achieved.

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49
<PAGE>
The following table summarizes the value realized on the exercise of options to
acquire Common Stock during the fiscal year ended December 31, 1996 by each of
the Named Executive Officers. No options to acquire shares of Common Stock were
exercised during the Company's 1996 fiscal year. The following table also
presents the number and value of unexercised options to acquire Common Stock as
of December 31, 1996 for the Company's Named Executive Officers. All options are
exercisable into shares of Class A Common Stock.

AGGREGATED LINKABIT WIRELESS OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS AT DECEMBER 31, IN-THE-MONEY OPTIONS AT
ON VALUE 1996 DECEMBER 31, 1996
EXERCISE REALIZED (#) ($)(1)
NAME (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
<S> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------
Frederick L. Judge......... -- -- 97,500/97,500 124,800/124,800

Ronald B. Gorda............ -- -- --/-- --/--

Scott C. Smull............. -- -- 19,500/19,500 24,960/24,960
</TABLE>

(1) Based on the fair market value of the Company's Common Stock as of such date
as determined by the Board of Directors, less the exercise price of such
options.

The following table summarizes the value realized on the exercise of options to
acquire Titan common stock during the fiscal year ended December 31, 1996. The
following table also presents the number and value of unexercised option to
acquire Titan common stock as of December 31, 1996 for the Company's Named
Executive Officers.

AGGREGATED TITAN OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS AT DECEMBER 31, IN-THE-MONEY OPTIONS AT
ON VALUE 1996 DECEMBER 31, 1996
EXERCISE REALIZED (#) ($)(2)
NAME (#) ($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------
Frederick L. Judge............ -- -- 25,000/25,000 -- --

Ronald B. Gorda............... 2,500 1,875 53,750/111,250 938 313

Scott C. Smull................ -- -- -- -- -- --
</TABLE>

(1) Calculated by multiplying the difference between the fair market value of
Titan's common stock underlying the option as of the date of exercise and
the exercise price of the option by the number of shares of Titan common
stock acquired on exercise of the option.

(2) Based on the fair market value of Titan's common stock as of such date, less
the exercise price of such option.

EMPLOYMENT AGREEMENTS AND SEVERANCE ARRANGEMENTS

The Company Frederick L. Judge entered into an employment arrangement with Titan
pursuant to a letter agreement dated as of August 1, 1996. The agreement has a
term of 18 months and provides for the payment of an initial annual base salary
of $234,000. Mr. Judge's employment may not be terminated by the Company other
than for cause (as defined in said agreement).

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50
<PAGE>
Titan has entered into change-in-control agreements (collectively, the "Change
in Control Agreements") with its senior executives, including Mr. Judge and Mr.
Gorda (each hereinafter referred to as the "Executive"). The terms of the
agreements provide that, in the event of a Change in Control (as defined) in the
Change of Control Agreements of Titan, and the termination of the Executive's
employment at any time during the two-year period thereafter by Titan other than
for cause (as defined in the Change in Control Agreements) or by the Executive
for good reason (as defined in the Change in Control Agreements), the Executive
will be paid a lump sum amount equal to two times his base salary (or one time
the Executive's annualized base salary if he has been employed by Titan or a
subsidiary thereof for less than 12 months) plus maximum annual bonus.
Additionally, the Executive will receive a prorated bonus for the year of
termination and continuation of medical and dental benefits covering the
Executive and his dependents for two years following the termination. The
payments are limited to ensure deductibility for tax purposes under Section 280G
of the Code.

Under the Change in Control Agreements, change in control is deemed to have
occurred in the event of (i) the acquisition by any person (as defined in the
Change in Control Agreements), together with its affiliates, of beneficial
ownership of capital stock of Titan possessing 25% or more of the combined
voting power of Titan's outstanding capital stock, (ii) within any two year
period, the majority of the members of the Board of Directors of Titan were to
be comprised of individuals other than those who were members at the beginning
of such period, unless the new members elected during such period were approved
by two-thirds of the members of the Board of Directors of Titan still in office
who were members of the Board of Directors of Titan at the beginning of such
two-year period, (iii) all or substantially all of Titan's assets are sold as an
entirety to any person or related group of persons, or (iv) Titan is merged with
or into another corporation or another corporation is merged into Titan with the
effect that immediately after such transaction, the stockholders of Titan
immediately prior to such transaction hold less than a majority interest of the
total voting power entitled to vote in the election of directors, managers or
trustees of the entity surviving such transaction.

STOCK OPTION PLANS

In September, 1997, the Company adopted its 1997 Stock Option Plan, as amended
(the "1997 Plan"), under which 780,000 shares of Class A Common Stock are
reserved for issuance pursuant to the exercise of options granted to employees,
directors and consultants under the 1997 Plan. The 1997 Plan was adopted by the
Board of Directors to replace the Company's 1994 Stock Option Plan, as amended
(the "1994 Plan"); provided, however, that options outstanding under the 1994
Plan and any predecessor plans will remain exercisable according to their terms.
The 1997 Plan will terminate in September 2007, unless sooner terminated by the
Board of Directors. As of September 30, 1997, under the 1994 Plan there were
outstanding options to purchase a total of 344,175 shares of the Company's
Common Stock.

The 1997 Plan permits the granting of options intended to qualify as incentive
stock options ("Incentive Stock Options") within the meaning of Section 422 of
the Code, to employees (including officers and employee directors), and options
that do not so qualify ("Nonstatutory Stock Options," and, together with
Incentive Options, the "Options") to employees (including officers and employee
directors) and consultants (including non-employee directors). No person is
eligible to be granted Options covering more than 500,000 shares of Class A
Common Stock in any 12 month period.

The 1997 Plan is administered by the Board of Directors or a committee appointed
by the Board of Directors. Subject to the limitations set forth in the 1997
Plan, the Board of Directors has the authority to select the persons to whom
grants are to be made, to designate the number of shares to be covered by each
Option, to determine whether an Option is to be an Incentive Stock Option or a
Nonstatutory Stock Option, to establish vesting schedules, to specify the Option
exercise price and the type of consideration to be paid to the Company upon
exercise and, subject to certain restrictions, to specify other terms of
Options.

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51
<PAGE>
The maximum term of Options granted under the 1997 Plan is ten years. The
aggregate fair market value, determined at the time of grant, of the shares of
Class A Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by an optionee during any calendar year (under
all such plans of the Company and its affiliates) may not exceed $100,000.
Options granted under the 1997 Plan generally are non-transferable and expire
three months after the termination of an optionee's service to the Company. In
general, if an optionee is permanently disabled or dies during his or her
service to the Company, such person's Option may be exercised up to 12 months
following such disability or death.

The exercise price of Options granted under the 1997 Plan is determined by the
Board of Directors in accordance with the guidelines set forth in the 1997 Plan.
The exercise price of an Incentive Stock Option cannot be less than 100% of the
fair market value of the Class A Common Stock on the date of the grant. The
exercise price of a Nonstatutory Stock Option cannot be less than 85% of the
fair market value of the Class A Common Stock on the date of grant. Options
granted under the 1997 Plan vest at the rate specified in the option agreement.
The exercise price of Incentive Stock Options granted to any person who at the
time of grant owns stock representing more than 10% of the total combined voting
power of all classes of the Company's capital stock must be at least 110% of the
fair market value of such stock on the date of grant and the term of such
Incentive Stock Options cannot exceed five years.

Upon certain changes in control of the Company, the 1997 Plan provides that all
outstanding Options either be assumed or substituted by the surviving entity. In
the event the surviving entity determines not to assume or substitute such
Options, with respect to persons then performing services as employees,
directors or consultants, the time during which such Options may be exercised
will be accelerated and such Options terminated if not exercised prior to such
change in control.

As of September 30, 1997, the Company had granted Incentive Stock Options to
purchase an aggregate of 429,390 shares of Class A Common Stock. As of September
30, 1997, 350,610 shares of Class A Common Stock remained available for future
grants under the 1997 Plan.

NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

In December 1997, the Company adopted its Non-Employee Directors' Stock Option
Plan (the "Directors' Plan") to provide for the automatic grant of options to
purchase shares of Class A Common Stock to non-employee directors of the Company
(each being a "Non-Employee Director"). The Directors' Plan is administered by
the Board of Directors, unless the Board of Directors delegates administration
to a committee of disinterested directors.

The maximum number of shares of Class A Common Stock that may be issued pursuant
to options granted under the Directors' Plan is 250,000. Pursuant to the terms
of the Directors' Plan: (i) each person who upon the effective date of the
Offering is a Non-Employee Director automatically will be granted a one-time
option to purchase 5,000 shares of Class A Common Stock; (ii) each person who
after the effective date of the Offering for the first time becomes a
Non-Employee Director automatically will be granted, upon the date of his or her
initial appointment or election to be a Non-Employee Director, a one-time option
to purchase 5,000 shares of Class A Common Stock; and (iii) on the date of each
annual meeting of the stockholders of the Company after the effective date of
the Offering, each person who is elected at such annual meeting to serve as a
Non-Employee Director (other than a person who receives a grant in accordance
with (ii) above on or during the six-month period preceding such date)
automatically will be granted an option to purchase 5,000 shares of Class A
Common Stock.

No options granted under the Directors' Plan may be exercised after the
expiration of ten years from the date it was granted. Options granted under the
Directors' Plan vest annually over a four-year period. The exercise price of
options under the Directors' Plan will equal 100% of the fair market value of
the Class A Common Stock on the date of grant. Options granted under the
Directors' Plan are generally non-transferable. Unless otherwise terminated by
the Board of Directors, the Directors' Plan automatically

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52
<PAGE>
terminates on the tenth anniversary of the date of the Offering. As of the date
hereof, no options have been granted under the Directors' Plan.

EMPLOYEE STOCK PURCHASE PLAN

In December 1997, the Company adopted the Employee Stock Purchase Plan (the
"Purchase Plan") covering an aggregate of 1,000,000 shares of Class A Common
Stock. The Purchase Plan is intended to qualify as an employee stock purchase
plan within the meaning of Section 423 of the Code. Under the Purchase Plan, the
Board of Directors may authorize participation by eligible employees, including
officers, in periodic offerings following the commencement of the Purchase Plan.
The initial offering under the Purchase Plan will commence on the date of this
Prospectus and terminate on January 31, 2000.

Unless otherwise determined by the Board of Directors, employees are eligible to
participate in the Purchase Plan only if they are employed by the Company or an
affiliate of the Company (as defined in the Purchase Plan) designated by the
Board of Directors for at least 20 hours per week and are customarily employed
by the Company or an affiliate of the Company (as defined in the Purchase Plan)
designated by the Board of Directors for at least five months per calendar year.
Employees who participate in an offering may have up to 15% of their earnings
withheld pursuant to the Purchase Plan. The amount withheld is then used to
purchase shares of the Class A Common Stock on specified dates determined by the
Board of Directors. The price of Class A Common Stock purchased under the
Purchase Plan will be equal to 85% of the lower of the fair market value of the
Class A Common Stock at the commencement date of each offering period or the
relevant purchase date. Employees may end their participation in any offering at
any time during the applicable offering period, and participation ends
automatically upon termination of employment with the Company or an affiliate of
the Company (as defined in the Purchase Plan), as the case may be.

In the event of a merger, reorganization, consolidation or liquidation involving
the Company, the Board of Directors has discretion to provide that each right to
purchase Class A Common Stock will be assumed or an equivalent right substituted
by the successor corporation, or the Board of Directors may shorten this
offering period and provide for all sums collected by payroll deductions to be
applied to purchase stock immediately prior to such merger or other transaction.
The Board of Directors has the authority to amend or terminate the Purchase
Plan, provided, however, that no such action may adversely affect any
outstanding rights to purchase Class A Common Stock.

401(k) PLAN

In May 1984, Titan adopted an employee retirement savings plan (as amended and
restated on January 1, 1997, the "401(k) Plan") covering the employees of Titan
and its affiliates, including the Company. Pursuant to the 401(k) Plan, eligible
employees over the age of 21 may elect to reduce their current compensation by
up to the lesser of 10% of their annual compensation or the statutorily
prescribed annual limit ($9,500 in 1997) and have the amount of such reduction
contributed to the 401(k) Plan. After the completion of the lesser of six months
of participation in the 401(k) Plan or 12 months of service with Titan or an
affiliate including the Company, the 401(k) Plan provides for matching
contributions by Titan in an amount equal to 100% of the lesser of the maximum
amount of deferrals that may be made for the 401(k) Plan year or 5% of such
participant's compensation. In addition, eligible employees may make roll-over
contributions to the 401(k) Plan from any tax-qualified retirement plan. The
401(k) Plan also allows for Titan to make additional discretionary contributions
as determined by a committee of the Board of Directors of Titan. The 401(k) Plan
administrator, at the discretion of each participant, invests the assets of the
401(k) Plan in designated investment options. Titan's matching and discretionary
contributions become 25% vested after three years of service, with an additional
25% becoming vested for each year of service thereafter. The 401(k) Plan is
intended to qualify under Section 401 of the Code, so that both employee and
Titan contributions to the 401(k) Plan, and income earned on the 401(k) Plan
contributions, are not taxable until withdrawn, and that contributions by Titan
will be deductible by Titan when made.

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<PAGE>
SUPPLEMENTAL RETIREMENT PLAN FOR EXECUTIVES

Titan adopted a Supplemental Retirement Plan For Executives on September 1, 1990
(as amended on January 1, 1994) (as amended, the "Retirement Plan"). The
Retirement Plan allows certain key employees ("Participants" or individually,
"Participant") to annually defer a percentage of their annual salary to a
retirement account with Titan contributing to each Participant's account an
amount equal to the Participant's annual deferral. Each year, the Participants
may defer no less than $2,000 per year and no more than the maximum percentage
of annual salary permitted by the Compensation Committee of the Board of
Directors of Titan. Each Participant's retirement account accrues interest at a
rate equal to the treasury rate (as defined in the Retirement Plan) plus three
percent. If a Participant retires from employment with Titan or its subsidiaries
(including the Company) on or after the attainment of age sixty-two or six years
of Retirement Plan participation, whichever is later, Titan will pay the
Participant an amount per month based on the Participant's account balance. If a
Participant dies before retirement and the Retirement Plan is in effect at the
time, Titan will pay a survivor's benefit to a designated beneficiary. The
amount of the survivor benefit will be equal to the account balance at the time
of death. Said amount shall be paid in a lump sum or, if the account balance
exceeds $25,000, over a period of 60 months. If a Participant dies after normal
retirement, and after retirement benefits have commenced, the designated
beneficiary will receive any unpaid installments due the Participant. If a
Participant becomes disabled before the attainment of age sixty-two, the
Participant's retirement account balance will become fully vested with benefits
to be paid when he or she reaches the retirement age. Upon any change in control
(as defined in the Retirement Plan), the retirement account balance of each
Participant shall become fully vested and, at the Participant's discretion,
shall be due and payable in a lump-sum.

LIMITATIONS ON DIRECTORS' AND EXECUTIVE OFFICERS' LIABILITY AND INDEMNIFICATION

The Company's Bylaws provide that the Company will indemnify its directors and
executive officers and may indemnify its other officers, employees and other
agents to the fullest extent permitted by Delaware law. The Company is also
empowered under its Bylaws to purchase insurance on behalf of any person it is
required or permitted to indemnify.

In addition, the Company's Restated Certificate of Incorporation provides that
directors of the Company will not be personally liable to the Company or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except for liability (i) for any breach of the directors' duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the Delaware
General Corporation Law (the "Delaware Law") or (iv) for any transaction from
which the director derives any improper personal benefit. The Restated
Certificate of Incorporation also provides that if the Delaware Law is amended
after the approval by the Company's stockholders of the Restated Certificate of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of the Company's directors
shall be eliminated or limited to the fullest extent permitted by the Delaware
Law. The provision also does not affect a director's responsibilities under any
other law, such as the federal securities laws or state or federal environmental
laws.

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<PAGE>
RELATIONSHIP WITH TITAN AND CERTAIN TRANSACTIONS
- --------------------------------------------------------------------------------

Titan has adopted a strategy of selling a minority interest in subsidiary
companies to outside investors as an important tool in its future development.
As part of this strategy, Titan has created the Company as a privately held
subsidiary, and has created several other privately held wholly-owned
subsidiaries. From time to time, Titan and its subsidiaries will create other
wholly-owned subsidiaries as part of its spin-out strategy. (The Company and the
other Titan subsidiaries are hereinafter referred to as the "Titan
Subsidiaries.")

THE TITAN CORPORATE CHARTER

Titan and the Titan Subsidiaries, including the Company, recognize that the
benefits and support that derive from their affiliation are essential elements
of their individual performance. Accordingly, Titan and each of the Titan
Subsidiaries have adopted the Titan Corporate Charter (the "Charter") to define
the relationships and delineate the nature of such cooperation among themselves.
The purpose of the Charter is to ensure that (1) all of the companies and their
stockholders are treated consistently and fairly, (2) the scope and nature of
the cooperation among the companies, and each company's responsibilities, are
adequately defined, (3) each company has access to the combined resources and
financial, managerial and technological strengths of the others, and (4) Titan
and the Titan Subsidiaries, in the aggregate, are able to obtain the most
favorable terms from outside parties.

To achieve these ends, the Charter identifies the general principles to be
followed by the companies, addresses the role and responsibilities of the
management of each company, provides for the sharing of group resources by the
companies and provides for centralized administrative, banking and credit
services to be performed by Titan. The services provided by Titan include
collecting and managing cash generated by members, coordinating the access of
Titan and the Titan Subsidiaries (the "Titan Group") to external financing
sources, ensuring compliance with external financial covenants and internal
financial policies, assisting in the formulation of long-range planning and
providing other banking and credit services. Pursuant to the Charter, Titan may
also provide guarantees of debt obligations of the Titan Subsidiaries or may
obtain external financing at the parent level for the benefit of the Titan
Subsidiaries. In certain instances, the Titan Subsidiaries may provide credit
support to, or on behalf of, the consolidated entity or may obtain financing
directly from external financing sources. Under the Charter, Titan is
responsible for determining that the Titan Group remains in compliance with all
covenants imposed by external financing sources, including covenants related to
borrowings of Titan or other members of the Titan Group, and for apportioning
such constraints within the Titan Group. In addition, Titan is also responsible
for ensuring that members comply with internal policies and procedures. The cost
of the services provided by Titan to the Titan Subsidiaries is covered under
corporate services agreements between Titan and each of the Titan Subsidiaries.

The Charter presently provides that it shall continue in effect so long as Titan
and at least one Titan Subsidiary participates. The Charter may be amended at
any time by agreement of the participants. Any Titan Subsidiary, including the
Company, can withdraw from participation in the Charter upon 30 days' prior
notice. In addition, Titan may terminate a subsidiary's participation in the
Charter in the event the subsidiary ceases to be controlled by Titan or ceases
to comply with the Charter or the policies and procedures applicable to the
Titan Group. A withdrawal from the Charter automatically terminates the
corporate services agreement in effect between the withdrawing company and
Titan. The withdrawal from participation does not terminate outstanding
commitments to third parties made by the withdrawing company, or by Titan or
other members of the Titan Group, prior to the withdrawal. However, a
withdrawing company is required to continue to comply with all policies and
procedures applicable to the Titan Group and to provide certain administrative
functions mandated by Titan so long as the withdrawing company is controlled by
or affiliated with Titan.

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55
<PAGE>
GENERAL

Pursuant to the Reorganization, the Company (i) became the successor to the
business formerly operated as the Linkabit division of Titan and (ii)
transferred all of the assets and liabilities of its Client/Server and
discontinued Broadband Communications and Gamma Satcom divisions to Titan. In
connection with the Reorganization, Titan contributed $22.1 million to the
capital of the Company through the retirement of the Company's intercompany
indebtedness.

Titan currently owns all of the outstanding capital stock of the Company. Upon
completion of the Offering, Titan will own 100% of the Company's outstanding
Class B Common Stock, representing approximately 96.7% of the combined voting
power of all classes of voting stock of the Company (approximately 96.2% if the
Underwriters' over-allotment options are exercised in full). As long as Titan
beneficially owns a majority of the combined voting power, it will have the
ability to elect all of the members of the Board of Directors and thereby
ultimately to control the management and affairs of the Company, including any
determinations with respect to acquisitions, dispositions, borrowings, issuances
of Common Stock or other securities of the Company or the declaration and
payment of any dividends on the Common Stock. In addition, Titan will be able to
determine the outcome of any matter submitted to a vote of the Company's
stockholders for approval and to cause or prevent a change in control of the
Company.

Conflicts of interest may arise between the Company and Titan in a number of
areas relating to their past and ongoing relationships, including the nature and
quality of services rendered by the Company to Titan and its affiliates or by
Titan and its affiliates to the Company, potential competitive business
activities, shared marketing functions, tax and employee benefit matters,
indemnity agreements, sales or distributions by Titan of all or any portion of
its ownership interest in the Company or Titan's ability to control the
management and affairs of the Company. Persons serving as directors, officers
and employees of both the Company and Titan may have conflicting duties to each.
There can be no assurance that Titan and the Company will be able to resolve any
potential conflict or that, if resolved, the Company would not receive more
favorable resolution if it were dealing with an unaffiliated party. In addition,
certain of the Affiliate Agreements contain specific procedures for resolving
disputes between the Company and Titan with respect to the subject matter of
those agreements. There can be no assurance that more favorable results to the
Company would not be obtained under different procedures.

Titan has advised the Company that its current intent is to continue to hold all
of its outstanding shares of Class B Common Stock. Further, pursuant to the
Underwriting Agreement to be executed among the Company, Titan and the
Underwriters (the "Underwriting Agreement"), Titan has agreed, subject to
certain exceptions, not to sell or otherwise dispose of any shares of Common
Stock (or any security convertible into or exchangeable or exercisable for
Common Stock) owned by it for a period of 180 days following the date of this
Prospectus without the prior written consent of SBC Warburg Dillon Read.
However, after such 180 day period, there can be no assurance concerning the
period of time during which time Titan will maintain its ownership of Class B
Common Stock.

Titan must beneficially own at least 80% of the total voting power and 80% of
each class of nonvoting capital stock of the Company in order to be able to
effect a tax-free spin-off of the Company under the Code. It is anticipated that
upon completion of the Offering, Titan will continue to own at least 80% of the
total voting power of the Company. Because Titan may seek to maintain its
beneficial ownership percentage of the Company for tax planning purposes or
otherwise and may not desire to acquire additional shares of Common Stock in
connection with a future issuance of shares by the Company, the

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56
<PAGE>
Company may be constrained in its ability to raise equity capital in the future
or to issue Common Stock or other equity securities in connection with
acquisitions.

The Company's Restated Certificate of Incorporation contains provisions relating
to competition by Titan with the Company, potential conflicts of interest that
may arise between the Company and Titan, the allocation of business
opportunities that may be suitable for either Titan or the Company and the
approval of transactions between the Company and Titan. The Company's Restated
Certificate of Incorporation also limits the liability of its directors for
monetary damages arising from a breach of their fiduciary duty as directors,
except to the extent otherwise required by the Delaware Law. Such limitation of
liability does not affect the availability of equitable remedies such as
injunctive relief or rescission.

The Company's Bylaws provide that the Company shall indemnify its directors and
officers to the fullest extent permitted by Delaware law, including in
circumstances in which indemnification is otherwise discretionary under Delaware
law. The Company has also entered into indemnification agreements with its
officers and directors containing provisions that may require the Company, among
other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain directors' and
officers' insurance if available on reasonable terms.

CONTRACTUAL ARRANGEMENTS

The Company's relationship with Titan will also be governed by the following
agreements to be entered into prior to completion of the Offering: the Corporate
Services Agreement, the Tax Allocation Agreement and the Facilities Agreement,
the material terms of which are summarized below. Because the Company is a
wholly-owned subsidiary of Titan, none of these arrangements will result from
arm's length negotiations and, therefore, the prices charged to the Company for
services provided thereunder may be higher or lower than prices that may be
charged by third parties.

The descriptions of agreements set forth below are intended to be summaries and,
while material terms of the agreements are set forth herein, the descriptions
are qualified by reference to the relevant agreements filed as exhibits to the
Registration Statement of which this Prospectus forms a part.

The Company believes that the transactions contemplated by the following
agreements are in its best interests. It is the Company's current policy that
all transactions by the Company with its officers, directors, five percent
stockholders and their affiliates will be entered into (or amended) only if such
transactions are approved by a majority of the Independent Directors, are on
terms no less favorable to the Company than could be obtained from unaffiliated
parties and are reasonably expected to benefit the Company.

CORPORATE SERVICES AGREEMENT

Titan has provided to the Company from time to time, upon request of the
Company, certain routine and ordinary corporate services, including financial,
insurance, accounting, employee benefits, payroll, tax and legal services. Titan
has also provided corporate planning, government relations and corporate quality
assurance services. The Company has also shared certain Titan systems, including
its management information system, accounting system and human resource system.
Prior to the completion of the Offering, the Company and Titan will enter into
the Corporate Services Agreement, pursuant to which Titan will continue to
provide such services to the Company and the Company will continue to share such
systems in a manner generally consistent with past practices. The Company's
Statement of Operations include revenues and costs directly attributable to the
Company, as well as certain allocations from Titan of indirect costs associated
with such services and shared systems. As of September 30, 1997, the Company had
incurred a $27.1 million intercompany debt to Titan. As part of the
Reorganization, Titan contributed $22.1 million of such amount to the capital of
the Company. The Company's future statements of operations will include revenues
and costs directly attributable to the Company's operations as well as
allocations from Titan for indirect costs of shared services and systems.
Titan's cost of its human resources

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57
<PAGE>
department is allocated to the members of the Titan Group based upon the
member's average percentage of total Titan Group headcount as of the end of the
last fiscal year and as of the final day of each calendar quarter in the current
fiscal year ("measuring dates"). Other corporate services are allocated based
upon the average of three percentages: (i) the percentage of the Company's
payroll to the total payroll of the Titan Group, (ii) the percentage of the
Company's operating revenue to the total operating revenue of the Titan Group,
and (iii) the percentage of the average net book value of the sum of the
Company's tangible capital assets plus inventories to the total average net book
value of the tangible capital assets plus inventory of the Titan Group as of the
measuring dates. These allocations may be adjusted by Titan based upon its
assessment of the relative uses of these services by members of the Titan Group.
Titan's method of allocating its costs is based upon government cost accounting
standards and is consistent with Titan's past practices for allocating costs to
its subsidiaries. This fee will be included in the operating results of the
Company. The Company believes that the charges under the Corporate Services
Agreement are reasonable. The initial term of this agreement will be one year.
Thereafter, the Corporate Services Agreement will be automatically renewed for
successive one-year terms unless the Company elects not to renew the agreement
upon at least 45 days prior notice to Titan. In addition, a withdrawal by or
removal of the Company from the Titan Charter will automatically terminate the
Corporate Services Agreement. In the event that the Corporate Services Agreement
is terminated, there can be no assurance that the Company would be able to
secure alternative sources for such services or that such services could be
obtained for costs comparable to costs to be charged by Titan.

TAX ALLOCATION AGREEMENT

For so long as Titan maintains beneficial ownership of at least 80% of the total
voting power and 80% of the total value of the outstanding Common Stock, the
Company will be included in the consolidated federal income tax returns filed by
Titan on behalf of the Titan Group. Similarly, the Company will file
consolidated and/or combined state tax returns with Titan and other members of
the Titan Group.

Prior to the completion of the Offering, the Company and Titan and the other
members of the Titan Group will enter into a Tax Allocation Agreement. Under the
Agreement, the Company will agree to pay to Titan, as its share of the
consolidated federal income tax liability of the group, an amount generally
equal to the tax liability which it would have incurred had it prepared and
filed a separate return. Titan has broad discretion in determining the amount of
separate taxable income and tax liability which the Company will realize on such
a separate return. In computing this separate tax liability, the tax attributes
of the Company, including net operating loss and tax credit carryovers, will be
deemed to be the amount which the Company would have possessed if it had always
owned the divisions transferred to it in the Reorganization and had never owned
the divisions distributed to Titan in the Reorganization.

As a result of the Reorganization, the Company may recognize a taxable gain as a
result of the distribution of the Broadband, Client/Server and Gamma Satcom
divisions to Titan. Titan will agree to pay to the Company the amount of any
liability incurred by the Company which is attributable to such gain.

It is possible that the net operating losses or tax credit carryforwards which
the Company is entitled to use under the Tax Allocation Agreement will be used
to offset taxable income of other members of the Titan Group. In such event,
Titan will make a payment to the Company equal to the tax benefit derived from
the use of the Company's net operating loss to offset the income generated by
other members.

In the event that the Company ceases to be a member of the Titan Group for
purposes of filing consolidated federal income tax returns, it may continue to
have the right to utilize the excess net operating losses and tax credit
carryovers for the purpose of filing separate tax returns. Pursuant to the Tax
Allocation Agreement, any benefit realized by the Company from the use of any
such excess amount will be required to be paid to Titan.

As a member of the Titan Group filing consolidated federal income tax returns,
the Company will be jointly and severally liable for the tax liability of the
entire group. The Tax Allocation Agreement will not relieve the Company of such
liability. However, Titan will agree to indemnify and hold the Company

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58
<PAGE>
harmless from any liability in excess of the amount computed under the Tax
Allocation Agreement. Nevertheless, the Company will be liable for the federal
income tax of the Titan Group should Titan fail to pay such amount.

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59
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------------------------------------------

As of the date of this Prospectus, no shares of Class A Common Stock are
outstanding. Upon completion of the Offering, the only shares of Class A Common
Stock that will be outstanding are those that will be issued in the Offering
(including any shares issued if the Underwriters' over-allotment option is
exercised) and those issued under the Company's stock option plans. See
"Management--Stock Option Grants," "--Stock Option Plans." The following table
sets forth certain information with respect to the beneficial ownership of the
Company's Class A Common Stock as of September 30, 1997, and as adjusted to
reflect the sale of the shares of Class A Common Stock offered hereby, by (i)
each of the Named Executive Officers, (ii) each of the Company's directors,
(iii) Titan and (iv) all current directors and executive officers as a group.
Except as indicated in the footnotes to this table, the persons named in the
table have sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them, subject to community property laws
where applicable.

<TABLE>
<CAPTION>
PERCENTAGE OF SHARES
SHARES OF BENEFICIALLY OWNED(1)
CLASS A COMMON STOCK --------------------------------------
TITAN, DIRECTORS AND NAMED EXECUTIVE OFFICERS BENEFICIALLY OWNED(1) BEFORE OFFERING AFTER OFFERING
- ----------------------------------------------- --------------------- ------------------- -----------------
<S> <C> <C> <C>
The Titan Corporation.......................... 7,800,000(2) 100% 74.3%
3033 Science Park Road
San Diego, CA 92121
Frederick L. Judge............................. 146,250(3) 1.8% 1.4%
Ronald B. Gorda................................ -- * *
Eric M. DeMarco................................ -- * *
Scott C. Smull................................. 29,250(4) * *
Gene W. Ray.................................... -- * *
J. S. Webb..................................... -- * *
All Directors and Executive Officers as a Group
(5 persons).................................. 175,500 2.2% 1.6%
</TABLE>

- ----------------------------------

* Represents beneficial ownership of less than 1%.

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Except as indicated by
footnote, and subject to community property laws where applicable, the
persons named in the table above have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them.
Percentage of beneficial ownership is based on 7,800,000 shares of Common
Stock outstanding as of September 30, 1997 and 10,500,000 shares of Common
Stock outstanding after completion of the Offering.

(2) Represents shares of Class A Common Stock issuable upon conversion of
7,800,000 shares of Class B Common Stock currently held by Titan.

(3) Includes 146,250 shares subject to stock options granted to Mr. Judge which
are exercisable within 60 days of the date of this Prospectus.

(4) Includes 29,250 shares subject to stock options granted to Mr. Smull which
are exercisable within 60 days of the date of this Prospectus.

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<PAGE>
DESCRIPTION OF CAPITAL STOCK
- --------------------------------------------------------------------------------

The authorized capital stock of the Company consists of 30,000,000 shares of
Class A Common Stock, 7,800,000 shares of Class B Common Stock and 10,000,000
shares of Preferred Stock. None of the Class A Common Stock or Preferred Stock
is outstanding as of the date hereof. Of the 30,000,000 shares of Class A Common
Stock authorized, 2,700,000 are being offered in the Offering (3,105,000 shares
if the Underwriters' over-allotment option is exercised in full), 7,800,000
shares will be reserved for issuance upon conversion of Class B Common Stock
into Class A Common Stock and 1,945,000 shares have been reserved for issuance
pursuant to certain employee benefits plans. See "Management--Director
Compensation" and "Management--Executive Compensation." Of the 7,800,000 shares
of Class B Common Stock authorized, 7,800,000 will be outstanding and held by
Titan upon consummation of the Offering. The following summary description of
the capital stock of the Company is qualified by reference to the Restated
Certificate of Incorporation and Bylaws of the Company, copies of which are
filed as exhibits to the Registration Statement.

COMMON STOCK

VOTING RIGHTS. The holders of Class A Common Stock and Class B Common Stock
generally have identical rights except that holders of Class A Common Stock are
entitled to one vote per share while holders of Class B Common Stock are
entitled to ten votes per share on all matters to be voted on by stockholders.
Holders of shares of Class A Common Stock and Class B Common Stock are not
entitled to cumulate their votes in the election of directors. Generally, all
matters to be voted on by stockholders must be approved by a majority of the
votes entitled to be cast by all shares of Class A Common Stock and Class B
Common Stock present in person or represented by proxy, voting together as a
single class, subject to any voting rights granted to holders of any Preferred
Stock. Except as otherwise provided by law, and subject to any voting rights
granted to holders of any outstanding Preferred Stock, amendments to the
Company's Restated Certificate of Incorporation generally must be approved by a
majority of the combined voting power of all Class A Common Stock and Class B
Common Stock voting together as a single class. However, amendments to the
Company's Restated Certificate of Incorporation that would alter or change the
powers, preferences or special rights of the Class A Common Stock or the Class B
Common Stock so as to affect them adversely also must be approved by a majority
of the votes entitled to be cast by the holders of the shares affected by the
amendment, voting as a separate class. Notwithstanding the foregoing, any
amendment to the Company's Restated Certificate of Incorporation to increase the
authorized shares of any class or authorize the creation, authorization or
issuance of any securities convertible into, or warrants or options to acquire,
shares of any such class or classes of stock shall be approved by the
affirmative vote of the holders of a majority of the Class A Common Stock and
Class B Common Stock, voting together as a single class.

Effective as of the first time at which Titan shall cease to be the beneficial
owner of an aggregate of at least a majority of the voting power of the Voting
Stock (as defined herein) of the Company then outstanding (the "Trigger Date"),
amendments to certain provisions of the Restated Certificate of Incorporation
will require the approval of 80% of the combined voting power of all Class A
Common Stock and Class B Common Stock, voting together as a single class.

DIVIDENDS. Holders of Class A Common Stock and Class B Common Stock will share
in an equal amount per share in any dividend declared by the Board of Directors,
subject to any preferential rights of any outstanding Preferred Stock. Dividends
consisting of shares of Class A Common Stock and Class B Common Stock may be
paid only as follows: (i) shares of Class A Common Stock may be paid only to
holders of Class A Common Stock and shares of Class B Common Stock may be paid
only to holders of Class B Common Stock and (ii) shares shall be paid
proportionally with respect to each outstanding share of Class A Common Stock
and Class B Common Stock.

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<PAGE>
CONVERSION. While Titan does not have a current intention of effecting a
Tax-Free Spin-Off (as hereinafter defined), Titan will continually evaluate its
ownership of the Company and there can be no assurance as to whether Titan will
effect a Tax-Free Spin-Off in the future. Prior to the occurrence of a Tax-Free
Spin-Off, each share of Class B Common Stock is convertible at such holder's
option into one share of Class A Common Stock. Additionally, each share of Class
B Common Stock shall automatically convert into one share of Class A Common
Stock if at any time prior to a Tax-Free Spin-Off the number of outstanding
shares of Class B Common Stock owned by Titan or any of its subsidiaries (or a
Class B Transferee, as hereinafter defined, or any of its subsidiaries)
represents less than 50% of the total voting power of the Company. Following the
occurrence of a Tax-Free Spin-Off, if any, shares of Class B Common Stock shall
not be convertible into shares of Class A Common Stock at the option of the
holder thereof.

Except as provided below, any shares of Class B Common Stock transferred to a
person other than Titan or any of its subsidiaries or the Class B Transferee (as
defined below) shall automatically convert to shares of Class A Common Stock
upon such disposition. Shares of Class B Common Stock representing more than 50%
of the outstanding Common Stock of the Company transferred by Titan or any of
its subsidiaries in a single transaction to one unrelated person (the "Class B
Transferee") or any subsidiary of the Class B Transferee shall not automatically
convert to shares of Class A Common Stock upon such disposition. Any shares of
Class B Common Stock retained by Titan or its subsidiaries following any such
transfer of shares of Class B Common Stock to the Class B Transferee shall
automatically convert into shares of Class A Common Stock upon such transfer.
Shares of Class B Common Stock transferred to stockholders of Titan or
stockholders of the Class B Transferee in a transaction intended to be on a
tax-free basis (a "Tax-Free Spin-Off") under the Code shall not convert to
shares of Class A Common Stock upon the occurrence of such Tax-Free Spin-Off.

Following a Tax-Free Spin-Off, shares of Class B Common Stock shall be
transferred as Class B Common Stock, subject to applicable laws; provided,
however, that shares of Class B Common Stock shall automatically convert into
shares of Class A Common Stock on the fifth anniversary of the Tax-Free Spin-
Off, unless prior to such Tax-Free Spin-Off, Titan, or the Class B Transferee,
as the case may be, delivers to the Company an opinion of counsel reasonably
satisfactory to the Company to the effect that (i) such conversion could
adversely affect the ability of Titan, or the Class B Transferee, as the case
may be, to obtain a favorable ruling from the Internal Revenue Service that the
transfer would be a Tax-Free Spin-Off or (ii) the Internal Revenue Service has
adopted a general non-ruling policy on tax-free spin-offs and that such
conversion could adversely affect the status of the transaction as a Tax-Free
Spin-Off. If such an opinion is received, approval of such conversion shall be
submitted to a vote of the holders of the Common Stock as soon as practicable
after the fifth anniversary of the Tax-Free Spin-Off. Approval of such
conversion will require the affirmative vote of the holders of a majority of the
shares of both Class A Common Stock and Class B Common Stock present and voting,
voting together as a single class, with each share entitled to one vote for such
purpose. No assurance can be given that such conversion would be consummated.
The requirement to submit such conversion to a vote of the holders of the Common
Stock is intended to ensure that tax-free treatment of the Tax-Free Spin-Off is
preserved should the Internal Revenue Service challenge such automatic
conversion as violating the 80% vote requirement currently required by the Code
for a tax-free spin-off. Notwithstanding the foregoing, if Titan or the Class B
Transferee, as the case may be, delivers to the Company an opinion of counsel
reasonably satisfactory to the Company prior to such anniversary that such vote
could adversely affect the status of the Tax-Free Spin-Off, including the
ability to obtain a favorable ruling from the Internal Revenue Service, such
vote shall not be held and no such conversion shall take place.

OTHER RIGHTS. On liquidation, dissolution or winding up of the Company, after
payment in full of the amounts required to be paid to holders of Preferred
Stock, if any, all holders of Common Stock, regardless of class, are entitled to
share ratably in any assets available for distribution to holders of shares of
Common Stock. No shares of either class of Common Stock are subject to
redemption or have preemptive rights to purchase additional shares of Common
Stock. Upon consummation of the Offering, all the outstanding

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62
<PAGE>
shares of Class A Common Stock and Class B Common Stock will be legally issued,
fully paid and nonassessable.

PREFERRED STOCK

There are currently no shares of Preferred Stock outstanding. Under the
Company's Certificate of Incorporation, the Board of Directors has the
authority, without further action by stockholders, to issue up to 10,000,000
shares of Preferred Stock in one or more series and to fix the rights,
preferences, privileges, qualifications and restrictions granted to or imposed
upon such Preferred Stock, including dividend rights, conversion rights, voting
rights, rights and terms of redemption, liquidation preference and sinking fund
terms, any or all of which may be greater than the rights of the Common Stock.
The issuance of Preferred Stock could adversely affect the voting power of
holders of Common Stock and reduce the likelihood that such holders will receive
dividend payments and payments upon liquidation. Such issuance could have the
effect of decreasing the market price of the Common Stock. The issuance of
Preferred Stock could have the effect of delaying, deterring or preventing a
change in control of the Company. The Company has no present plans to issue any
shares of Preferred Stock.

DELAWARE ANTI-TAKEOVER LAW

The Company is governed by the provisions of Section 203 of the Delaware Law
("Section 203"). In general, Section 203 prohibits a public Delaware corporation
from engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is approved in
a prescribed manner. A "business combination" includes mergers, asset sales or
other transactions resulting in a financial benefit to the stockholder. An
"interested stockholder" is a person who, together with affiliates and
associates, owns (or within three years, did own) 15% or more of the
corporation's voting stock. The existence of this provision would be expected to
have anti-takeover effects with respect to transactions not approved in advance
by the Board of Directors, such as discouraging takeover attempts that might
result in a premium over the market price of the Class A Common Stock.

CERTAIN CERTIFICATE OF INCORPORATION AND BYLAW PROVISIONS

The summary set forth below describes certain provisions of the Restated
Certificate of Incorporation and Bylaws. The summary is qualified in its
entirety by reference to the provisions of the Restated Certificate of
Incorporation and Bylaws, copies of which have been filed as exhibits to the
Registration Statement of which this Prospectus forms a part. The Company's
Restated Certificate of Incorporation provides that any person purchasing or
acquiring an interest in shares of capital stock of the Company is deemed to
have consented to the following provisions relating to intercompany agreements
and to transactions with interested parties and corporate opportunities. The
corporate charter of Titan does not include comparable provisions relating to
intercompany agreements, transactions with interested parties or corporate
opportunities.

Certain of the provisions of the Restated Certificate of Incorporation and
Bylaws discussed below may have the effect, either alone or in combination with
the provisions of Section 203 discussed above, of delaying or making more
difficult certain types of transactions involving an actual or potential change
in control of the Company or its management (including transactions in which
stockholders might otherwise receive a premium for their shares over then
current prices) and may limit the ability of stockholders to remove current
management of the Company or approve transactions that stockholders may deem to
be in their best interests and, therefore, could adversely affect the price of
the Company's Common Stock.

COMPETITION BY TITAN WITH THE COMPANY; CORPORATE OPPORTUNITIES. The Company's
Restated Certificate of Incorporation provides that except as the Company and
Titan may otherwise agree in writing: (i) Titan shall not have a duty to refrain
from engaging directly or indirectly in the same or similar business activities
or lines of business as the Company; and (ii) neither Titan nor any officer or
director thereof will be

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63
<PAGE>
presumed liable to the Company or to its stockholders for breach of any
fiduciary duty by reason of any such activities of Titan or of such person's
participation therein.

The Company's Restated Certificate of Incorporation also provides that if Titan
acquires knowledge of a potential transaction or matter which may be a corporate
opportunity both for Titan and the Company, Titan (and its officers and
directors) shall be entitled to offer such corporate opportunity to the Company
or Titan as Titan deems appropriate under the circumstances in its sole
discretion and shall not be presumed liable to the Company or its stockholders
for breach of fiduciary duty as a stockholder of the Company or controlling
person of a stockholder by reason of the fact that Titan pursues or acquires
such opportunity for itself, directs such corporate opportunity to another
person, or does not communicate information regarding, or offer, such corporate
opportunity to the Company.

Further, the Company's Restated Certificate of Incorporation provides that in
the event that a director, officer or employee of the Company who is also a
director, officer or employee of Titan acquires knowledge of a potential
transaction or matter that may be a corporate opportunity both for the Company
and Titan (whether such potential transaction or matter is proposed by a third
party or is conceived by such director, officer or employee of the Company),
such director, officer or employee shall be entitled to offer such corporate
opportunity to the Company or Titan as such director, officer or employee deems
appropriate under the circumstances in his or her sole discretion, and no such
director, officer or employee shall be presumed liable to the Company or its
stockholders for breach of any fiduciary duty or duty of loyalty or failure to
act in (or not opposed to) the best interests of the Company or the derivation
of any improper personal benefit by reason of the fact that (i) such director,
officer or employee offered such corporate opportunity to Titan (rather than the
Company) or did not communicate information regarding such corporate opportunity
to the Company or (ii) Titan pursues or acquires such corporate opportunity for
itself or directs such corporate opportunity to another person or does not
communicate information regarding such corporate opportunity to the Company.

The enforceability of the provisions discussed above under Delaware Law has not
been established and, due to the absence of relevant judicial authority, counsel
to the Company is not able to deliver an opinion as to the enforceability of
such provisions. These provisions of the Company's Restated Certificate of
Incorporation eliminate certain rights that might have been available to
stockholders under Delaware Law had such provisions not been included in the
Certificate of Incorporation, although the enforceability of such provisions has
not been established.

The foregoing provisions of the Company's Restated Certificate of Incorporation
shall expire on the date that Titan ceases to own beneficially Common Stock
representing at least 20% of the number of outstanding shares of Common Stock
and no person who is a director or officer of the Company is also a director or
officer of Titan.

Currently, Gene W. Ray and Eric M. DeMarco, the Company's Chairman of the Board
and Chief Financial Officer, respectively, also serve as President and Chief
Executive Officer, and Chief Financial Officer, respectively, of Titan. In
addition, J.S. Webb, a director of the Company, is also a member of Titan's
Board of Directors.

TRANSACTIONS WITH INTERESTED PARTIES. The Company's Restated Certificate of
Incorporation provides that no contract, agreement, arrangement or transaction
(or any amendment, modification or termination thereof) between the Company and
Titan or any Related Entity, or between the Company and any director or officer
of the Company, Titan or any Related Entity, shall be void or voidable solely
for the reason that Titan, a Related Entity or any one or more of the officers
or directors of the Company, Titan or any Related Entity are parties thereto, or
solely because any such directors or officers are present at, participate in or
vote with respect to the authorization of such contract, agreement, arrangement
or transaction (or any amendment, modification or termination thereof). The term
Related Entity means a corporation, partnership, joint venture, association or
other organization in which one or more of the

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64
<PAGE>
directors of the Company has or have a direct or indirect financial interest.
Further, the Company's Restated Certificate of Incorporation provides that
neither Titan nor any officer or director thereof or of any Related Entity shall
be presumed liable to the Company or its stockholders for breach of any
fiduciary duty or duty of loyalty or failure to act in (or not opposed to) the
best interests of the Company or the derivation of any improper personal benefit
by reason of the fact that Titan or an officer or director thereof or of such
Related Entity in good faith takes any action or exercises any rights or gives
or withholds any consent in connection with any agreement or contract between
Titan or such Related Entity and the Company. No vote cast or other action taken
by any person who is an officer, director or other representative of Titan or
any Related Entity, which vote is cast or action is taken by such person in his
capacity as a director of the Company, shall constitute an action of or the
exercise of a right by or a consent of Titan or such Related Entity for the
purpose of any such agreement or contract.

These provisions may also have the effect of limiting the liability of Titan and
its subsidiaries for certain breaches of their fiduciary duties in connection
with action that may be taken or not taken in good faith under the intercompany
agreements. See "Relationship with Titan and Certain Transactions."

STOCKHOLDER ACTION; SPECIAL MEETINGS; OTHER PROVISIONS. The Bylaws of the
Company provide that, effective as of the Trigger Date, and subject to the
rights of any holders of Preferred Stock or any other series or class of stock
to elect additional directors under specified circumstances, stockholder action
can be taken only at an annual or special meeting of stockholders and
stockholder action may not be taken by written consent in lieu of a meeting. In
addition, special meetings of the stockholders of the Company may be called only
by the Chairman of the Board of Directors, the President of the Company or by
the Board of Directors pursuant to a resolution adopted by a majority of the
total number of authorized directors; provided that, prior to the Trigger Date,
special meetings can also be called at the request of the holders of a majority
of the voting power of the then outstanding Voting Stock. Effective as of the
Trigger Date, stockholders are not permitted to call a special meeting or to
require that the Board of Directors call a special meeting of stockholders.

The Restated Certificate of Incorporation and Bylaws of the Company provide
that, subject to the rights of holders of Preferred Stock or any other series or
class of stock to elect directors under specified circumstances, effective as of
the Trigger Date, directors may be removed only for cause and only upon the
affirmative vote of holders of at least 80% of the voting power of all the then
outstanding shares of stock entitled to vote generally in the election of
directors ("Voting Stock"), voting together as a single class; provided however,
that prior to the Trigger Date, directors may be removed, without cause, with
the affirmative vote of the holders of at least a majority of the voting power
of the then outstanding Voting Stock, voting together as a class.

RIGHTS TO PURCHASE SECURITIES AND OTHER PROPERTY. The Restated Certificate of
Incorporation authorizes the Board of Directors to create and issue rights
entitling the holders thereof to purchase from the Company shares of capital
stock or other securities or property. The times at which and terms upon which
such rights are to be issued would be determined by the Board of Directors and
set forth in the contracts or instruments that evidence such rights. The
authority of the Board of Directors with respect to such rights includes, but is
not limited to, determination of (i) the purchase price of the capital stock to
be purchased upon exercise of such rights; (ii) provisions relating to the times
at which and the circumstances under which such rights may be exercised or sold
or otherwise transferred, either together with or separately from, any other
stock or other securities of the Company; (iii) provisions which adjust the
number or exercise price of such rights or amount or nature of the stock
receivable upon exercise of such rights in the event of a combination, split or
recapitalization of any stock of the Company, a change in ownership of the
Company's stock or other securities or a reorganization, merger, consolidation,
sale of assets or other occurrence relating to the Company or any stock of the
Company, and provisions restricting the ability of the Company to enter into any
such transaction absent an assumption by the other party or parties thereto of
the obligations of the Company under such rights; (iv) provisions which deny the
holder of a specified

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65
<PAGE>
percentage of the outstanding securities of the Company the right to exercise
such rights and cause such rights held by such holder to become void; (v)
provisions which permit the Company to redeem or exchange such rights; and (vi)
the appointment of the rights agent with respect to such rights. This provision
is intended to confirm the authority of the Board of Directors to issue such
share purchase rights or other rights to purchase stock or securities of the
Company or any other corporation.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Company's Common Stock is American
Stock Transfer & Trust Co.

SHARES ELIGIBLE FOR FUTURE SALE
- --------------------------------------------------------------------------------

Prior to the Offering there has been no public market for the Common Stock of
the Company, and no predictions can be made regarding the effect, if any, that
market sales of shares or the availability of shares for sale will have on the
market price prevailing from time to time. As described below, only a limited
number of shares will be available for sale shortly after the Offering due to
certain contractual and legal restrictions on resale. Nevertheless, sales of
substantial amounts of Common Stock of the Company in the public market after
the restrictions lapse could adversely affect the prevailing market price.

Upon completion of the Offering, the Company will have 2,700,000 shares of Class
A Common Stock outstanding (assuming no exercise of the Underwriters'
over-allotment option). In addition, as of September 30, 1997, the Company had
granted stock options to certain employees and directors for the purchase of an
aggregate of approximately 865,000 shares of Class A Common Stock. The 2,700,000
shares of Class A Common Stock being sold hereby will be freely tradable (other
than by an "affiliate" of the Company as such term is donned in Rule 144 of the
Securities Act) without restriction or registration under the Securities Act.
All remaining shares are Restricted Shares and are eligible for public sale if
registered under the Securities Act or sold in accordance with Rule 701
thereunder.

Titan, which will own 7,800,000 shares of Class B Common Stock upon completion
of the Offering, and certain Restricted Persons have agreed they will not sell
any shares of Common Stock owned by them without the prior written consent of
the Representatives of the Underwriters for a period of 180 days from the
effective date of the Registration Statement of which this Prospectus is a part
(the "Lockup Period"). See "Underwriting." Following the expiration of the
Lockup Period, Titan and such Restricted Persons may sell such shares only
pursuant to the requirements of Rule 144 or pursuant to an effective
registration statement under the Securities Act. Furthermore, the shares held by
Titan and such Restricted Persons are "restricted securities" within the meaning
of Rule 144. Following the expiration of the Lockup Period, 3,900,000 of the
shares of Class B Common Stock held by Titan will be eligible for sale in the
public market subject to compliance with Rule 144. The remaining 3,900,000
shares of Class B Common Stock held by Titan will be eligible for sale in
compliance with Rule 144 in September 1998.

Subject to certain limitations on the aggregate offering price of a transaction
and other conditions, Rule 701 may be relied upon with respect to the resale of
securities originally purchased from the Company by its employees, directors,
officers, consultants or advisers prior to the closing of the Offering, pursuant
to written compensatory benefit plans or written contracts relating to the
compensation of such persons. In addition, the Securities and Exchange
Commission has indicated that Rule 701 will apply to stock options granted by
the Company before the Offering, along with the shares acquired upon exercise of
such options. Securities issued in reliance on Rule 701 are deemed to be
Restricted Shares and, beginning 90 days after the date of this Prospectus
(unless subject to the contractual restrictions described above), may be sold by
persons other than affiliates subject only to the manner of sale provisions of
Rule 144 and by affiliates under Rule 144 without compliance with its one-year
minimum holding period requirements.

In general, under Rule 144 as currently in effect, beginning 90 days after the
date of this Prospectus, an affiliate of the Company, or a holder of Restricted
Shares who beneficially owns shares that were not

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66
<PAGE>
acquired from the Company or an affiliate of the Company within the previous
year, would be entitled to sell within any three-month period a number of shares
that does not exceed the greater of 1% of the then outstanding shares of Common
Stock (approximately 105,000 shares of Class A Common Stock immediately after
the Offering, assuming no exercise of the Underwriters' over-allotment option)
or the average weekly trading volume of Class A Common Stock during the four
calendar weeks preceding the date on which notice of the sale is filed with the
Securities and Exchange Commission. Sales under Rule 144 are subject to certain
requirements relating to manner of sale, notice and availability of current
public information about the Company. However, a person (or persons whose shares
are aggregated ) who is not deemed to have been an affiliate of the Company at
any time during the 90 days immediately preceding the sale and who owns
beneficially Restricted Shares is entitled to sell such shares under Rule 144(k)
without regard to the limitations described above, provided that at least two
years have elapsed since the later of the date the shares were acquired from the
Company or from an affiliate of the Company. The foregoing is a summary of Rule
144 and is not intended to be a complete description of it.

The Company intends to file a registration statement on Form S-8 under the
Securities Act covering approximately 1,965,000 shares of Class A Common Stock
reserved for issuance under the 1994 and 1997 Plans, the Director's Plan and the
Purchase Plan. Such registration statement is expected to be filed soon after
the Offering and will automatically become effective upon filing. Accordingly,
shares registered under such registration statements will be available for sale
in the open market, unless such shares are subject to vesting restrictions with
the Company or the contractual restrictions described above.

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67
<PAGE>
UNDERWRITING
- --------------------------------------------------------------------------------

The names of the Underwriters of the shares of Class A Common Stock offered
hereby and the aggregate number of shares of Class A Common Stock which each has
severally agreed to purchase from the Company, subject to the terms and
conditions specified in the Underwriting Agreement, are as follows:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
- ------------------------------------------------------------------------- -----------

<S> <C>
SBC Warburg Dillon Read Inc..............................................
Needham & Company, Inc...................................................
C.E. Unterberg, Towbin...................................................

-----------
Total.................................................................. 2,700,000
-----------
-----------
</TABLE>

The Managing Underwriters are SBC Warburg Dillon Read Inc., Needham & Company,
Inc. and C.E. Unterberg, Towbin (the "Managing Underwriters").

If any shares of Class A Common Stock offered hereby are purchased by the
Underwriters, all such shares will be so purchased. The Underwriting Agreement
contains certain provisions whereby if any Underwriter defaults in its
obligation to purchase such shares and if the aggregate obligations of the
Underwriters so defaulting do no exceed ten percent of the shares offered
hereby, the remaining Underwriters, or some of them, must assume such
obligations.

The Underwriters propose to offer the shares of Class A Common Stock to the
public initially at the offering price set forth on the cover page of this
Prospectus, and to certain dealers at such price less a concession not to exceed
$ per share. The Underwriters may allow, and such dealers may re-allow,
a concession not to exceed $ per share on sales to certain other
dealers. The offering of the shares of Class A Common Stock is made for delivery
when, as and if accepted by the Underwriters and subject to prior sale and
withdrawal, cancellation or modification of the offer without notice. The
Underwriters reserve the right to reject any order for the purchase of the
shares. After the shares are released for sale to the public, the public
offering price, the concession and the reallowance may be changed by the
Managing Underwriters.

The Company has granted to the Underwriters an option for 30 days from the date
of the Underwriting Agreement to purchase up to an additional 405,000 shares of
Class A Common Stock from them at the offering price less the underwriting
discount set forth on the cover page of this Prospectus. The Underwriters may
exercise such option only to cover over-allotments made of the shares in
connection with the Offering. To the extent the Underwriters exercise this
option, each of the Underwriters will be obligated, subject to certain
conditions, to purchase the number of additional shares proportionate to such
Underwriter's initial commitment.

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68
<PAGE>
The Company, each of its directors and officers and certain of its
securityholders, including Titan, have agreed that they will not sell, contract
to sell, grant any option to sell or otherwise dispose of, directly or
indirectly, any shares of the Common Stock or any securities convertible into or
exchangeable for Common Stock or warrants or other rights to purchase Common
Stock, for a period of at least 180 days after the date of this Prospectus,
without the prior written consent of SBC Warburg Dillon Read Inc., except for
(i) the registration and sale of shares of Class A Common Stock pursuant to the
Offering; (ii) the issuance of shares of Class A Common Stock by the Company
upon the exercise of outstanding options, provided that the Company shall have
obtained an agreement substantially to the effect set forth in this paragraph
from each such person to whom such shares of Class A Common Stock are issued;
and (iii) the grant of options and other rights by the Company to purchase up to
an aggregate of approximately 695,000 shares of Class A Common Stock to the
Company's employees, officers and directors pursuant to the 1997 Plan, provided
that the Company shall have obtained an agreement substantially to the effect
set forth in this paragraph from each such employee, officer and director of the
Company to whom such options and rights are granted.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including any liabilities under the Securities Act, or to
contribute to payments the Underwriters may be required to make in respect
thereof.

The Managing Underwriters, on behalf of the Underwriters, may engage in
over-allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act.
Over-allotment involves syndicate sales in excess of the offering size, which
creates a syndicate short position. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed a
specified maximum. Syndicate covering transactions involve purchases of the
Common Stock in the open market after the distribution has been completed in
order to cover syndicate short positions. Penalty bids permit the Managing
Underwriters to reclaim a selling concession from a syndicate member when the
Common Stock originally sold by such syndicate member is purchased in a
syndicate covering transaction to cover syndicate short positions. Such
stabilizing transactions, syndicate covering transactions and penalty bids may
cause the price of the Common Stock to be higher than it would otherwise be in
the absence of such transactions. These transactions may be effected on the
Nasdaq National Market or otherwise and, if commenced, may be discontinued at
any time.

LEGAL MATTERS
- --------------------------------------------------------------------------------

The validity of the shares of Class A Common Stock offered hereby is being
passed upon for the Company by Cooley Godward LLP, San Diego, California.
Certain legal matters in connection with the Offering are being passed upon for
the Underwriters by Brobeck, Phleger & Harrison LLP, San Diego, California.

EXPERTS
- --------------------------------------------------------------------------------

The audited financial statements included in this Prospectus and elsewhere in
the Registration Statement, to the extent and for the periods indicated in their
reports, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included in reliance upon the authority of said firm as experts in giving said
reports.

The statements in the Prospectus under the captions "Risk Factors--Limited
Intellectual Property Protection; Dependence on Proprietary Technology" and
"Business--Patents, Trademarks and Trade Secrets" have been reviewed and
approved by Edward W. Callan, Esq., as expert in such matters, and are included
herein in reliance upon such review and approval.

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69
<PAGE>
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 under the Securities Act,
with respect to the Class A Common Stock offered hereby. As permitted by the
rules and regulations of the Commission, this Prospectus, which is a part of the
Registration Statement, omits certain information, exhibits, schedules and
undertakings set forth in the Registration Statement. For further information
pertaining to the Company and the Class A Common Stock offered hereby, reference
is made to such Registration Statement and the exhibits and schedules thereto.
Statements contained in this Prospectus as to the contents or provisions of any
contract or other document referred to herein are not necessarily complete, and
in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference. A copy of the Registration
Statement may be inspected without charge at the office of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at the Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor,
New York, New York 10048. Copies of all or any part of the Registration
Statement may be obtained from such offices upon the payment of the fees
prescribed by the Commission. In addition, registration statements and certain
other filings made with the Commission through its Electronic Data Gathering,
Analysis and Retrieval ("EDGAR") system are publicly available through the
Commission's web site on the Internet's World Wide Web, located at
http://www.sec.gov. The Registration Statement, including all exhibits thereto
and amendments thereof, has been filed with the Commission through EDGAR.

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<PAGE>
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
LINKABIT WIRELESS, INC.

Report of Independent Public Accountants............................................... F-2

Balance Sheets as of December 31, 1995 and 1996 and as of September 30, 1997
(unaudited).......................................................................... F-3

Statements of Operations for each of the three years in the period ended December 31,
1996 and for the unaudited nine month periods ended September 30, 1996 and 1997 ..... F-4

Statements of Stockholder's Equity for each of the three years in the period ended
December 31, 1996 and for the unaudited nine month period ended September 30,
1997 ................................................................................ F-5

Statements of Cash Flows for each of the three years in the period ended December 31,
1996 and for the unaudited nine month periods ended September 30, 1996 and 1997 ..... F-6

Notes to Financial Statements.......................................................... F-7
</TABLE>

- --------------------------------------------------------------------------------

F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Linkabit Wireless, Inc.:

We have audited the accompanying balance sheets of Linkabit Wireless, Inc. (a
Delaware corporation and wholly owned subsidiary of the Titan Corporation) as of
December 31, 1995 and 1996, and the related statements of operations,
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1996. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Linkabit Wireless, Inc. as of
December 31, 1995 and 1996, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1996 in conformity
with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

San Diego, California

December 5, 1997

- --------------------------------------------------------------------------------

F-2
<PAGE>
LINKABIT WIRELESS, INC.
BALANCE SHEETS
(in thousands, except share and per share values)

<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
--------------------
1995 1996
--------- --------- AS OF
SEPTEMBER 30,
1997
-------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash.............................................................. $ -- $ -- $ --
Accounts receivable--net.......................................... 7,775 11,130 15,824
Inventories....................................................... 1,244 3,249 3,718
Prepaid expenses and other........................................ 89 62 219
Deferred income taxes............................................. 697 2,684 2,764
--------- --------- -------------
Total current assets............................................ 9,805 17,125 22,525
Property and equipment--net......................................... 2,005 3,133 3,365
Goodwill--net of accumulated amortization of $757, $897 and $999.... 1,340 1,200 1,098
--------- --------- -------------
Total assets.................................................... $ 13,150 $ 21,458 $ 26,988
--------- --------- -------------
--------- --------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable.................................................. $ 1,752 $ 4,529 $ 2,846
Accrued compensation and benefits................................. 1,617 1,947 1,968
Other accrued liabilities......................................... 496 576 582
--------- --------- -------------
Total current liabilities....................................... 3,865 7,052 5,396
--------- --------- -------------
Long-term liabilities............................................... 500 500 500
--------- --------- -------------
Commitments and contingencies

Stockholder's Equity:
Preferred stock, $.001 par value; 10,000,000 shares authorized, none
issued and outstanding............................................ -- -- --
Class A Common Stock, $.001 par value, 30,000,000 shares authorized,
none issued and outstanding....................................... -- -- --
Class B Common Stock, $.001 par value, 7,800,000 shares authorized,
7,800,000 issued and outstanding.................................. 8 8 8
Additional paid-in capital.......................................... -- -- 22,067
Parent company investment........................................... 8,792 17,595 5,000
Deferred compensation............................................... -- -- (1,000)
Retained earnings (deficit)......................................... (15) (3,697) (4,983)
--------- --------- -------------
Total stockholder's equity...................................... 8,785 13,906 21,092
--------- --------- -------------
Total liabilities and stockholder's equity...................... $ 13,150 $ 21,458 $ 26,988
--------- --------- -------------
--------- --------- -------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

- --------------------------------------------------------------------------------

F-3
<PAGE>
LINKABIT WIRELESS, INC.
STATEMENTS OF OPERATIONS
(in thousands, except per share data)

<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
------------------------------- --------------------
1994 1995 1996 1996 1997
--------- --------- --------- --------- ---------
(UNAUDITED)

<S> <C> <C> <C> <C> <C>
Revenues................................................ $ 26,464 $ 25,506 $ 27,850 $ 18,950 $ 34,619
Cost of revenues........................................ 16,984 15,490 18,655 12,870 22,814
--------- --------- --------- --------- ---------
Gross profit.......................................... 9,480 10,016 9,195 6,080 11,805
Operating expenses:
Selling, general and administrative................... 4,841 6,298 7,230 5,210 5,683
Research and development.............................. 3,063 5,416 7,544 5,410 8,130
--------- --------- --------- --------- ---------
Income (loss) before income taxes....................... 1,576 (1,698) (5,579) (4,540) (2,008)
Income tax provision (benefit).......................... 536 (408) (1,897) (1,544) (722)
--------- --------- --------- --------- ---------
Net income (loss)....................................... $ 1,040 $ (1,290) $ (3,682) $ (2,996) $ (1,286)
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Net income (loss) per share............................. $ 0.13 $ (0.16) $ (0.46) $ (0.37) $ (0.16)
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Weighted average common shares and common share
equivalents used in computing net income (loss) per
share................................................. 8,065 8,065 8,065 8,065 8,065
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

The accompanying notes are an integral part of these financial statements.

- --------------------------------------------------------------------------------

F-4
<PAGE>
LINKABIT WIRELESS, INC.
STATEMENTS OF STOCKHOLDER'S EQUITY
(in thousands)

<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON COMMON
PARENT STOCK, STOCK, ADDITIONAL RETAINED
COMPANY $.001 PAR $.001 PAR PAID-IN DEFERRED EARNINGS
INVESTMENT VALUE VALUE CAPITAL COMPENSATION (DEFICIT) TOTAL
----------- ----------- ----------- ----------- --------------- ----------- ---------

<S> <C> <C> <C> <C> <C> <C> <C>
Balances at January 1, 1994......... $ 16,763 $ -- $ 8 $ -- $ -- $ 235 $ 17,006
Net income........................ -- -- -- -- -- 1,040 1,040
Distribution to Titan............. (14,507) -- -- -- -- -- (14,507)
----------- ----------- ----- ----------- ------- ----------- ---------
Balances at December 31, 1994....... 2,256 -- 8 -- -- 1,275 3,539
Net loss.......................... -- -- -- -- -- (1,290) (1,290)
Titan investment, net............. 6,536 -- -- -- -- -- 6,536
----------- ----------- ----- ----------- ------- ----------- ---------
Balances at December 31, 1995....... 8,792 -- 8 -- -- (15) 8,785
Net loss.......................... -- -- -- -- -- (3,682) (3,682)
Titan investment, net............. 8,803 -- -- -- -- -- 8,803
----------- ----------- ----- ----------- ------- ----------- ---------
Balances at December 31, 1996....... 17,595 -- 8 -- -- (3,697) 13,906
The following information is
unaudited:
Net loss.......................... -- -- -- -- (1,286) (1,286)
Deferred compensation related to
the issuance of stock options... 1,000 -- -- -- (1,000) -- --
Titan investment, net............. 8,472 -- -- -- -- -- 8,472
Contribution of capital from
Titan........................... (22,067) -- -- 22,067 -- -- --
----------- ----------- ----- ----------- ------- ----------- ---------
Balances at September 30, 1997...... $ 5,000 $ -- $ 8 $ 22,067 $ (1,000) $ (4,983) $ 21,092
----------- ----------- ----- ----------- ------- ----------- ---------
----------- ----------- ----- ----------- ------- ----------- ---------
</TABLE>

The accompanying notes are an integral part of these financial statements.

- --------------------------------------------------------------------------------

F-5
<PAGE>
LINKABIT WIRELESS, INC.
STATEMENTS OF CASH FLOWS
(in thousands)

<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)....................................... $ 1,040 $ (1,290) $ (3,682) $ (2,996) $ (1,286)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization......................... 569 601 820 601 927
Deferred income taxes................................. -- (697) (1,987) (1,316) (80)
Change in operating assets and liabilities:
Accounts receivable................................... 14,202 (2,088) (3,355) 624 (4,694)
Inventories........................................... 11 (857) (2,005) (2,060) (469)
Prepaid expenses and other............................ 161 (15) 27 (3) (157)
Accounts payable...................................... (901) 1,069 2,777 1,545 (1,683)
Accrued compensation and benefits..................... (280) 15 330 (33) 21
Other accrued liabilities............................. 392 (2,169) 80 1,001 6
--------- --------- --------- --------- ---------
Net cash provided by (used in) operating
activities........................................ 15,194 (5,431) (6,995) (2,637) (7,415)
--------- --------- --------- --------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.................................... (802) (1,101) (1,830) (1,153) (1,019)
Other................................................... 115 (4) 22 -- (38)
--------- --------- --------- --------- ---------
Net cash used in investing activities............... (687) (1,105) (1,808) (1,153) (1,057)
--------- --------- --------- --------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to Titan................................... (14,507) -- -- -- --
Investment by Titan..................................... -- 6,536 8,803 3,790 8,472
--------- --------- --------- --------- ---------
Net increase in cash.................................... $ -- $ -- $ -- $ -- $ --
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

The accompanying notes are an integral part of these financial statements.

- --------------------------------------------------------------------------------

F-6
<PAGE>
LINKABIT WIRELESS, INC.
NOTES TO FINANCIAL STATEMENTS
(in thousands, except per share data)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS. Linkabit Wireless, Inc., ("Linkabit Wireless" or the
"Company"), a wholly owned subsidiary of The Titan Corporation ("Titan") , was
established in its present form when in September 1997, Titan reorganized
several of its divisions and one of its subsidiaries as follows: (a) Transferred
the Client Server and the discontinued Broadband Communications and Gamma Satcom
divisions out of its Titan Information Systems Corporation ("TISC") subsidiary
to Titan, (b) Contributed the assets of its Linkabit division to TISC, (c)
Renamed TISC to Linkabit Wireless, Inc., and (d) Contributed $22,067 of parent
company investment to additional paid-in capital. In the accompanying financial
statements, the transfer of the Client Server, Broadband Communications and
Gamma Satcom divisions' net assets has been treated as a disposal in accordance
with Securities and Exchange Commission Staff Accounting Bulletin No. 93 and
their operations have been excluded for all periods presented. The contribution
of the Linkabit division into TISC has been treated as a combination of entities
under common control and accordingly, the operations of the Linkabit division
and the remaining operations of TISC have been accounted for in a manner similar
to a pooling of interests for all periods presented.

Linkabit Wireless specializes in the development and production of advanced
satellite ground terminals, satellite voice/data modems, networking systems, and
other products used to provide bandwidth efficient communications for commercial
and government customers.

See "Risk Factors" in the accompanying prospectus for a more complete discussion
of risks faced by the Company.

INTERIM RESULTS (UNAUDITED). The accompanying balance sheet as of September 30,
1997 and the related statements of operations and of cash flows for the nine
months ended September 30, 1996 and 1997, and the statement of stockholder's
equity for the nine months ended September 30, 1997 are unaudited. In the
opinion of management, these statements have been prepared on the same basis as
the audited financial statements and include all adjustments, consisting only of
normal recurring adjustments, necessary for the fair statement of results of the
interim periods. The data disclosed in these notes to the financial statements
at such dates and for such periods are also unaudited.

USE OF ESTIMATES. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CONCENTRATIONS OF CREDIT RISK AND GEOGRAPHIC OPERATIONS. The Company believes
that a significant portion of its business will come from international
customers in developing countries. Further, the Company anticipates that future
business will be with the U.S. government and a few international customers.
While accounts receivable are generally not collateralized, the Company limits
its exposure by performing ongoing credit evaluations of its customers'
financial condition. To mitigate credit risk, the Company has a policy of
requiring payment, primarily in the form of stand-by letters of credit, advance
deposits, or wire transfers, prior to shipment.

REVENUE RECOGNITION. A significant portion of the Company's revenues, both
commercial and government, is derived from products manufactured and services
performed under cost-reimbursement and fixed-price contracts wherein revenues
are generally recognized using the percentage-of-completion method. Estimated
contract losses are fully charged to operations when identified. Revenues earned
on contracts in process in excess of billings are classified as unbilled
accounts receivable and included in accounts

- --------------------------------------------------------------------------------

F-7
<PAGE>
receivable in the accompanying balance sheets. Certain other revenues are
recognized as units are shipped. The Company provides a reserve for its estimate
of warranty costs at the time of shipment.

INVENTORIES. Inventories include the cost of material, labor and overhead, and
are stated at the lower of cost, determined on the weighted average method, or
market.

PROPERTY AND EQUIPMENT. Property and equipment are stated at acquisition cost.
Depreciation is provided using the straight-line method, with estimated useful
lives of 2 to 15 years for leasehold improvements and 3 to 7 years for machinery
and equipment and furniture and fixtures.

GOODWILL. In 1990, Titan acquired the operations of Linkabit. The related
excess of Titan's cost over the fair value of the Linkabit net assets acquired
is shown as goodwill in the accompanying balance sheets. The goodwill is being
amortized on a straight-line basis over a life of fifteen years. The Company has
assessed the realizability of this goodwill considering such factors as
Linkabit's prior history of profitability, ongoing ability to generate profits
and cash flow and believes that the carrying value of this asset is fully
recoverable.

LONG-LIVED ASSETS. The Company has adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets" (SFAS
121). The statement requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for possible impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be fully recoverable. The Company periodically re-evaluates the
original assumptions and rationale utilized in the establishment of the carrying
value and estimated lives of its long-lived assets. The criteria used for these
evaluations include management's estimate of the asset's continuing ability to
generate positive income from operations and positive cash flow in future
periods as well as the strategic significance of any intangible asset to the
Company's business objectives.

STOCK-BASED COMPENSATION. The Company has elected to adopt the disclosure only
provisions of Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" (SFAS 123). Accordingly, the Company will continue
to account for its stock-based compensation plans under the provisions of APB
No. 25. The adoption of SFAS 123 by the Company had no effect on the Company's
financial position or results of operations.

INCOME TAXES. The Company and Titan intend to enter into a tax allocation
agreement under which the Company will be included in Titan's consolidated
federal and certain state tax returns. The agreement will provide that in the
years in which the Company has taxable income, it will pay Titan amounts
comparable to the taxes the Company would have paid if it had filed separate tax
returns. For so long as Titan maintains beneficial ownership of at least 80% of
the total voting power and 80% of the total value of the outstanding Common
Stock, the Company will be included in the consolidated federal and certain
state income tax returns filed by Titan.

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes", which requires the use of the
liability method of accounting for deferred income taxes. Under this method,
deferred income taxes are recorded to reflect the tax consequences on future
years of temporary differences between the tax bases of assets and liabilities
and their financial reporting amounts at each year-end. If it is more likely
than not that some portion or all of a deferred tax asset will not be realized,
a valuation allowance is recognized.

PER SHARE INFORMATION. Pursuant to certain Securities and Exchange Commission
requirements, net loss per share has been presented for all periods. The
weighted average number of common shares for all periods presented represents
the 7,800,000 shares issued to Titan as of September 30, 1997. Furthermore,
pursuant to Securities and Exchange Commission Staff Accounting Bulletin No. 83,
stock options granted by the Company during the twelve months preceding the
filing of the Company's initial public offering, using the treasury stock method
and the midpoint of the initial filing range, have also been included in the
calculation of net income (loss) per share for all periods presented.

- --------------------------------------------------------------------------------

F-8
<PAGE>
PARENT COMPANY INVESTMENT. Prior to September 30, 1997, the cash receipts and
disbursements of the Company's operations were combined with other Titan cash
transactions and balances. Titan has funded all of the Company's cash
requirements through September 30, 1997, and has contributed $22,067 of the
related parent company investment to the Company's capital effective September
30, 1997. The $5,000 balance in parent company investment as of September 30,
1997, represents the Company's estimate of net working capital, which will be
converted to cash prior to the consummation of the Company's initial public
offering contemplated herein, and repaid to Titan.

RECENT ACCOUNTING PRONOUNCEMENT. In February 1997, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" (SFAS 128). The statement specifies the computation,
presentation, and disclosure requirements for earnings per share (EPS). The
statement is effective for financial statements for periods ending after
December 15, 1997. Earlier application is not permitted. However, management
believes that the proforma per share amounts computed using SFAS 128 would not
be significantly different than the per share amounts presented in the
accompanying financial statements.

NOTE 2. OTHER FINANCIAL DATA

Following are details concerning certain balance sheet accounts as of December
31, 1995 and 1996 and September 30, 1997:

<TABLE>
<CAPTION>
1995 1996 1997
--------- --------- -----------
<S> <C> <C> <C>
(UNAUDITED)
Accounts Receivable:
Billed....................................................................... $ 2,974 $ 3,362 $ 8,476
Unbilled..................................................................... 5,014 7,803 7,469
Less allowance for doubtful accounts........................................... (213) (35) (121)
--------- --------- -----------
$ 7,775 $ 11,130 $ 15,824
--------- --------- -----------
--------- --------- -----------
</TABLE>

Unbilled receivables represent work-in-process that will be billed in accordance
with contract terms and delivery schedules. Also included in unbilled
receivables are amounts billable upon final execution of contracts, contract
completion, milestones or completion of rate negotiations. Generally, unbilled
receivables are expected to be collected within one year. Payments to the
Company for performance on certain U.S. government contracts are subject to
audit by the Defense Contract Audit Agency and other government agencies.
Revenues have been recorded at amounts expected to be realized upon final
settlement.
<TABLE>
<CAPTION>
1995 1996 1997
--------- --------- -----------
<S> <C> <C> <C>
(UNAUDITED)
Inventories:
Materials.................................................................... $ 197 $ 210 $ 418
Work-in-process.............................................................. 817 1,651 1,501
Finished goods............................................................... 230 1,388 1,799
--------- --------- -----------
$ 1,244 $ 3,249 $ 3,718
--------- --------- -----------
--------- --------- -----------

1995 1996 1997
--------- --------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Property and Equipment:
Machinery and equipment...................................................... $ 4,000 $ 4,122 $ 4,924
Furniture, fixtures and leasehold improvements............................... 150 1,123 1,134
Construction in progress..................................................... 555 585 267
--------- --------- -----------
4,705 5,830 6,325
Less accumulated depreciation and amortization................................. (2,700) (2,697) (2,960)
--------- --------- -----------
$ 2,005 $ 3,133 $ 3,365
--------- --------- -----------
--------- --------- -----------
</TABLE>

As of December 31, 1995 and 1996 and September 30, 1997 (unaudited), other
liabilities, current and long-term, include customer advance payments of
approximately $500, $797 and $500, respectively.

- --------------------------------------------------------------------------------

F-9
<PAGE>
NOTE 3. RELATED PARTY TRANSACTIONS

CORPORATE SERVICES AGREEMENT. The Company and Titan intend to enter into a
corporate services agreement pursuant to which Titan will provide various
corporate services to the Company. These services include certain routine and
ordinary corporate services, including financial, insurance, accounting,
employee benefits, payroll, tax and legal services as well as corporate
planning, government relations and corporate quality assurances as described in
the Corporate Services Agreement. The accompanying statements of operations
include revenues and costs directly attributable to the Company, as well as
certain allocations from Titan of indirect costs associated with such services
and shared systems. Such allocations include charges of: (a) costs for
administrative functions and services performed on behalf of the Company by
centralized staff groups within Titan; (b) Titan's general corporate expenses;
and (c) other benefit costs, including, but not limited to, health insurance,
disability and retirement costs. These allocations were generally based on the
proportionate total cost incurred of the Company to the rest of Titan. Amounts
aggregating $863, $1,107, $1,466 and $1,451 are included in the Company's
results of operations in the accompanying financial statements for the years
ended December 31, 1994, 1995 and 1996 and for the nine months ended September
30, 1997, respectively. Management believes that these allocations have been and
will be reasonable.

FACILITIES AGREEMENT. The Company and Titan intend to enter into a facilities
agreement pursuant to which the Company will occupy general corporate offices
and manufacturing facilities under a sublease agreement with Titan. The Company
will be allocated costs generally based on square footage utilized as a
percentage of the total facility square footage in the buildings occupied by the
Company. Amounts aggregating $3,588, $4,054, $3,864 and $2,324 are included in
the Company's results of operations in the accompanying financial statements for
the years ended December 31, 1994, 1995 and 1996 and for the nine months ended
September 30, 1997, respectively.

The Company's employees are eligible to participate in the Titan benefit plans.
Those plans include a "401(k)" plan, an employee stock ownership plan, a
non-qualified executive deferred compensation plan, an employee stock purchase
plan, and a health and welfare cafeteria plan. The Company will be allocated a
pro-rata share of the costs of these plans as discussed above.

NOTE 4. COMMON STOCK

The Company has two classes of common stock, Class A and Class B. Class A common
stock has 30,000,000 shares authorized with one vote per share. Class B common
stock has 7,800,000 shares authorized with ten votes per share.

As of September 30, 1997, Titan owned 7,800,000 shares of Class B common stock
of the Company, which represents 100 percent of the Class B shares issued and
outstanding. With the exception of certain block transfers in excess of 50% by
Titan of the Class B common stock, if transferred, each share of the Class B
common stock automatically converts to one share Class A common stock.

No shares of Class A common stock are issued or outstanding as of September 30,
1997. The Company has reserved 1,945,000 shares of its Class A common stock for
possible issuance under stock-based compensation plans.

- --------------------------------------------------------------------------------

F-10
<PAGE>
NOTE 5. SIGNIFICANT CUSTOMERS

Sales to the U.S. government, including both defense and non-defense agencies,
and sales as a subcontractor as well as direct sales, aggregated approximately
$26,007, $21,713, $25,211 and $22,829 for the years ended December 31, 1994,
1995, and 1996 and for the nine months ended September 30, 1997 (unaudited),
respectively.

Sales to Pasifik Satelit Nusantara and its affiliates totaled $8,584 for the
nine months ended September 30, 1997 (unaudited).

No other single customer accounted for 10% or more of the revenues for these
periods.

NOTE 6. CONCENTRATION OF RISK, COMMITMENTS AND CONTINGENCIES

Various components of the Company's products are supplied by sole-source
vendors. The Company has not experienced significant difficulty in obtaining
adequate supplies from these vendors and has identified alternate suppliers.
However, there can be no assurance that the unanticipated loss of a single
vendor would not result in delays in shipment or in delay of the introduction of
new products.

In connection with the sale of various products, the Company enters into
supplier agreements with various contract manufacturers to purchase certain
components incorporated into certain of the Company's products. The Company
believes that the loss of one or more of these agreements would not have a
material adverse impact on the Company's operations.

As of September 30, 1997, the Company has non-cancelable commitments of the
following:

<TABLE>
<CAPTION>
PERIOD OF
SUPPLIER COMMITMENT PERFORMANCE
<S> <C> <C>
- ----------------------------------------------
Xetel $ 5,888 1997 to 1998
Others 464 1997 to 1998
</TABLE>

The Company periodically is a defendant in cases incidental to its business
activities. Furthermore, providers of products and services to the U.S.
government are generally subject to multiple levels of audit and investigation
by various U.S. government agencies. In the opinion of management, the amount of
ultimate liability, if any, with respect to these actions will not materially
affect the financial position or results of operations of the Company.

NOTE 7. INCOME TAXES

The components of the income tax provision (benefit) are as follows:

<TABLE>
<CAPTION>
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Current:
Federal.............................................. $ 536 $ 183 $ --
State................................................ 32 -- 90
--------- --------- ---------
568 183 90
Deferred............................................... (32) (591) (1,987)
--------- --------- ---------
$ 536 $ (408) $ (1,897)
--------- --------- ---------
--------- --------- ---------
</TABLE>

- --------------------------------------------------------------------------------

F-11
<PAGE>
Following is a reconciliation of the income tax provision (benefit) expected
(based on the United States federal income tax rate applicable in each year) to
the actual tax provision (benefit) on income (loss):

<TABLE>
<CAPTION>
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Expected Federal tax provision (benefit)............... $ 536 $ (577) $ (1,897)
State income taxes, net of Federal income tax
benefits............................................. 32 (34) (112)
Other.................................................. (32) 203 112
--------- --------- ---------
Actual tax provision (benefit)......................... $ 536 $ (408) $ (1,897)
--------- --------- ---------
--------- --------- ---------
</TABLE>

The deferred tax assets as of December 31, 1995 and 1996, result from the
following temporary differences:

<TABLE>
<CAPTION>
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Inventory and contract loss reserves.................... $ 588 $ 200 $ 165
Employee benefits....................................... 351 358 299
Contract revenue........................................ 406 (490) --
Tax credit carryforwards................................ 253 504 542
Depreciation............................................ (566) (35) (160)
Loss carryforward....................................... -- 1,013 2,699
Other................................................... (673) (349) (319)
Valuation allowance..................................... (253) (504) (542)
--------- --------- ---------
Net deferred tax assets................................. $ 106 $ 697 $ 2,684
--------- --------- ---------
--------- --------- ---------
</TABLE>

Realization of certain components of the net deferred tax asset is dependent
upon Linkabit Wireless generating sufficient taxable income prior to expiration
of loss and credit carryforwards. Although realization is not assured,
management believes it is more likely than not that the net deferred tax asset
will be realized. The amount of the net deferred tax asset considered
realizable, however, could be reduced in the near term if the estimate of future
taxable income during the carryforward period changes. Also, under Federal tax
law, certain potential changes in ownership of the Company, which may not be
within the Company's control, may limit annual future utilization of these
carryforwards.

NOTE 8. STOCK-BASED AND OTHER COMPENSATION PLANS

The Company provides stock-based compensation to officers, directors and key
employees through two stock option plans. The Company's Board of Directors
currently has options available for grant under the 1994 (as amended) and 1997
Linkabit Wireless Stock Option Plans (the "Plans") of 695,000 shares. Total
options authorized for grant under these Plans are 1,560,000. Under the Plans,
an option's maximum term is ten years, and the exercise price of each option
equals the fair market value of the Company's stock on the date of grant, except
as discussed below. Employee options may be granted throughout the year. All
options vest in 25 percent increments beginning one year after the grant date.

- --------------------------------------------------------------------------------

F-12
<PAGE>
A summary of the status of the Company's Plans as of December 31, 1995 and 1996
and September 30, 1997, and changes during the periods ended on those dates is
presented below:
<TABLE>
<CAPTION>
1997
1995 1996 (UNAUDITED)
----------------------- ----------------------- ------
SHARES WEIGHTED-AVG. SHARES WEIGHTED-AVG. SHARES
OPTIONS (000) EXERCISE PRICE (000) EXERCISE PRICE (000)
------ -------------- ------ -------------- ------
<S> <C> <C> <C> <C> <C>
Outstanding at beginning of period................................ 279 $1.80 294 $1.88 436
Granted........................................................... 15 3.08 142 3.08 429
------ ------ ------
Outstanding at end of period...................................... 294 1.88 436 2.26 865
------ ------ ------
------ ------ ------
Options exercisable at end of period.............................. 70 144 242
------ ------ ------
------ ------ ------

<CAPTION>
WEIGHTED-AVG.
OPTIONS EXERCISE PRICE
--------------
<S> <C>
Outstanding at beginning of period................................ $2.26
Granted........................................................... 5.12
Outstanding at end of period...................................... 3.68
Options exercisable at end of period..............................
</TABLE>

The following table summarizes information about stock options outstanding at
September 30, 1997 (unaudited):

<TABLE>
<CAPTION>
OPTIONS
OPTIONS OUTSTANDING EXERCISABLE
----------------------------------- ------------------
OUTSTANDING WEIGHTED-AVERAGE EXERCISABLE
EXERCISE AT 9/30/97 REMAINING AT 9/30/97
PRICE (000) CONTRACTUAL LIFE (000)
- -------- ----------- ---------------- ------------------
<C> <C> <S> <C>
$1.80 279 6.7 years 203
3.08 157 8.6 39
5.12 429 10.0 --
----- ---
865 242
----- ---
----- ---
</TABLE>

In September 1997, the Company issued 429 options at $5.12 per share. In
accordance with Accounting Principles Board Opinion No. 25, the Company has
recorded deferred compensation for an amount equal to the difference between the
estimated fair value per share and the grant price of these options on the date
of grant. Such deferred compensation amounted to $1,000 and is reflected as a
separate component of stockholder's equity as of September 30, 1997. The
deferred compensation will be amortized ratably 25% each year, the period over
which the options vest.

As permitted, the Company has adopted the disclosure only provisions of SFAS
123. Accordingly, no compensation expense has been recognized for the stock
option plans. Had compensation expense related to the stock option plans been
determined on the fair value at the date of the grant for the years ended
December 31, 1995 and 1996 and for the nine months ended September 30, 1997
consistent with the provisions of SFAS 123, the Company's net loss and net loss
per share would have been reported as the pro forma amounts indicated below:

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31, NINE MONTHS
------------------ ENDED
1995 1996 SEPTEMBER
-------- -------- 30, 1997
-----------
(UNAUDITED)
<S> <C> <C> <C>
Net loss--as reported........................ $(1,290 ) $(3,682 ) $ (1,286)
Net loss--pro forma.......................... (1,293 ) (3,736 ) (1,363)
Net loss per share--as reported.............. (0.16 ) (0.46 ) (0.16)
Net loss per share--pro forma................ $ (0.16 ) $ (0.46 ) $ (0.17)
</TABLE>

Because the SFAS 123 method of accounting has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation cost may
not be representative of that to be expected in future years.

- --------------------------------------------------------------------------------

F-13
<PAGE>
Certain officers and key employees participate in the Titan non-qualified
executive deferred compensation plan. The Company also has performance bonus
plans for certain of its employees. Related expense for these two plans amounted
to approximately $282, $467, and $188 in years ended December 31, 1995 and 1996,
and the nine months ended September 30, 1997 (unaudited), respectively.

NOTE 9. EMPLOYEE STOCK PURCHASE PLAN

In December 1997, the Company adopted the Employee Stock Purchase Plan (the
"Purchase Plan") covering an aggregate of 1,000,000 shares of Class A common
stock. The Purchase Plan will enable eligible employees to have up to 15% of
their earnings withheld to purchase shares of the Company's Class A common stock
on specified dates determined by the Board of Directors. The price of Class A
common stock purchased under the Purchase Plan will be equal to 85% of the lower
of the fair market value of the Class A common stock at the commencement date of
each offering period or the relevant purchase date. Employees may end their
participation in the Purchase Plan at any time, and participation ends
automatically on termination of employment with the Company.

NOTE 10. NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

In December 1997, the Company adopted its Non-Employee Directors' Stock Option
Plan (the "Directors' Plan") to provide for the automatic grant of options to
purchase shares of Class A common stock to non-employee directors of the
Company. The Company has reserved 250,000 shares of Class A common stock for
issuance under the Directors' Plan. The Directors' Plan provides a one-time
option to purchase 5,000 shares of Class A common stock for each individual who
is a Non-Employee Director on the effective date of the Directors' Plan.
Thereafter, the Directors' Plan provides for a one-time option to purchase 5,000
shares of Class A common stock for each person who after the effective date of
the Offering for the first time becomes a Non-Employee Director by appointment
or election. The exercise price per share of all options granted under the
Directors' Plan will be equal to the fair market value of the Company's Class A
common stock on the date of grant. Options granted under the Directors' Plan are
generally non-transferable and expire ten years from the date of grant. Options
granted under the Directors' Plan vest in 25 percent increments beginning one
year after the grant date.

NOTE 11. GEOGRAPHIC OPERATIONS

The Company operates exclusively in a single industry segment, the satellite
communications industry. A summary of the Company's operations by geographic
area for the years ended December 31, 1994, 1995 and 1996 and the nine months
ended September 30, 1997 (unaudited), is presented below:

<TABLE>
<CAPTION>
1994 1995 1996 1997
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Revenues:
United States....................................................... $ 26,356 $ 22,786 $ 25,410 $ 24,363
Asia................................................................ 108 2,720 2,440 10,256
</TABLE>

All operating profit and identifiable assets correspond to the United States
geographic area. The Company has only sales related activities in other
geographic areas; the only area with significant sales activity outside the
United States is Asia.

- --------------------------------------------------------------------------------

F-14
<PAGE>
No dealer, salesperson or other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus in connection with the offer contained herein, and, if given or made,
such information or representation must not be relied upon as having been
authorized by the Company or any Underwriter. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, shares of
Class A Common Stock in any jurisdiction to any person to whom it is not lawful
to make such offer or solicitation in such jurisdiction or in which the person
making such offer or solicitation is not qualified to do so. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to the date of this Prospectus.

TABLE OF CONTENTS
- -------------------------------------------

<TABLE>
<S> <C>
Prospectus Summary......................... 3
Risk Factors............................... 7
Use of Proceeds............................ 20
Dividend Policy............................ 20
Capitalization............................. 20
Dilution................................... 21
Selected Financial Data.................... 22
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................... 23
Business................................... 30
Management................................. 47
Relationship with Titan and Certain
Transactions............................. 55
Security Ownership of Certain Beneficial
Owners and Management.................... 60
Description of Capital Stock............... 61
Shares Eligible for Future Sale............ 66
Underwriting............................... 68
Legal Matters.............................. 69
Experts.................................... 69
Additional Information..................... 70
Index to Financial Statements.............. F-1
</TABLE>

- ------------------------

Until , 1998 (25 days after the date of this Prospectus), all
dealers effecting transactions in the Class A Common Stock, whether or not
participating in this distribution, may be required to deliver a Prospectus.
This is in addition to the obligations of dealers to deliver a Prospectus when
acting as Underwriters and with respect to their unsold allotments or
subscriptions.

PROSPECTUS , 1998

[LINKABIT WIRELESS, INC. LOGO]
2,700,000

LINKABIT
WIRELESS, INC.
Class A Common Stock

SBC WARBURG DILLON READ INC.
NEEDHAM & COMPANY, INC.
C.E. UNTERBERG, TOWBIN
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all expenses payable by the Registrant in
connection with the sale of the Registrant's Class A Common Stock ("Class A
Common Stock") being registered. All the amounts shown are estimates except for
the Securities and Exchange Commission registration fee and the NASD filing fee.

<TABLE>
<CAPTION>
<S> <C>
Registration fee.................................................................. $ 12,824
NASD filing fee................................................................... 4,847
Nasdaq Stock Market Listing Application fee....................................... 20,525
Blue sky qualification fees and expenses.......................................... 5,000
Printing and engraving expenses................................................... 150,000
Legal fees and expenses........................................................... 400,000
Accounting fees and expenses...................................................... 275,000
Transfer agent and registrar fees................................................. 5,000
Miscellaneous..................................................................... 26,804
----------
Total........................................................................... $ 900,000
----------
----------
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Section 145 of the Delaware General Corporation Law ("Delaware Law"),
the Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").

The Registrant's Amended and Restated Certificate of Incorporation and
Bylaws include provisions to (i) eliminate the personal liability of its
directors for monetary damages resulting from breaches of their fiduciary duty
to the extent permitted by Section 102(b)(7) of Delaware Law and (ii) require
the Registrant to indemnify its directors and officers to the fullest extent
permitted by Section 145 of Delaware Law, including circumstances in which
indemnification is otherwise discretionary. Pursuant to Section 145 of Delaware
Law, a corporation generally has the power to indemnify its present and former
directors, officers, employees and agents against expenses incurred by them in
connection with any suit to which they are or are threatened to be made, a party
by reason of their serving in such positions so long as they acted in good faith
and in a manner they reasonably believed to be in or not opposed to, the best
interests of the corporation and with respect to any criminal action, they had
no reasonable cause to believe their conduct was unlawful. The Registrant
believes that these provisions are necessary to attract and retain qualified
persons as directors and officers. These provisions do not eliminate the
directors' duty of care, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware Law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant, for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for acts or omissions that the director believes to
be contrary to the best interests of the Registrant or its stockholders, for any
transaction from which the director derived an improper personal benefit, for
acts or omissions involving a reckless disregard for the director's duty to the
Registrant or its stockholders when the director was aware or should have been
aware of a risk of serious injury to the Registrant or its stockholders, for
acts or omissions that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's duty to the Registrant or its
stockholders, for improper transactions between the director and the Registrant
and for improper distributions to stockholders and loans to directors and
officers. The provision also does not affect a director's responsibilities under
any other law, such as the federal securities law or state or federal
environmental laws.

II-1
<PAGE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. (CONTINUED)
Prior to the effectiveness of this Registration Statement, the Registrant
plans to enter into indemnity agreements with each of its Directors and
executive officers that require the Registrant to indemnify such persons against
expenses, judgments, fines, settlements and other amounts incurred (including
expenses of a derivative action) in connection with any proceeding, whether
actual or threatened, to which any such person may be made a party by reason of
the fact that such person is or was a Director or an executive officer of the
Registrant or any of its affiliated enterprises, provided that such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Registrant and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. The indemnification agreements also set forth certain procedures that
will apply in the event of a claim for indemnification thereunder. The
Registrant has entered into similar indemnity agreements with certain of its key
employees.

At present, there is no pending litigation or proceeding involving a
Director, officer or key employee of the Registrant as to which indemnification
is being sought nor is the Registrant aware of any threatened litigation that
may result in claims for indemnification by any officer or Director.

The Registrant has an insurance policy covering the officers and Directors
of the Registrant with respect to certain liabilities, including liabilities
arising under the Securities Act or otherwise.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since its inception in November 1993, the Registrant has sold and issued the
following unregistered securities:

(a) In connection with the Reorganization in September 1997, the Registrant
issued 3,900,000 (on a post-split basis) shares of Class B Common Stock to
Titan. The Registrant issued such shares in reliance on the exemption
provided by Section 4(a) of the Act.

The recipient of the above-described securities represented its intention to
acquire the securities for investment only and not with a view to distribution
thereof. The recipient had adequate access, through its relationship with the
Registrant, to information about the Registrant.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement (2)
3.1 Amended and Restated Certificate of Incorporation
3.2 Amended and Restated Bylaws
3.3 Form of Certificate of Amendment of Amended and Restated Certificate of Incorporation, to be filed and
become effective prior to the effectiveness of this Registration Statement (2)
4.1 References made to Exhibits 3.1, 3.2 and 3.3
4.2 Sample of Common Stock Certificate (2)
5.1 Opinion of Cooley Godward LLP (2)
10.1 Registrant's 1997 Stock Option Plan, as amended (the "1997 Plan")
10.2 Registrant's 1994 Stock Option Plan, as amended (2)
10.3 Form of Incentive Stock Option Agreement under the 1997 Plan
10.4 Form of Nonstatutory Stock Option Agreement under the 1997 Plan
</TABLE>

II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (CONTINUED)

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.5 Registrant's Employee Stock Purchase Plan and restated offering document
10.6 Registrant's Non-Employee Directors' Stock Option Plan (the "Directors' Plan")
10.7 Form of Nonstatutory Stock Option agreement under the Directors' Plan
10.8 Supplemental Retirement Plan (2)
10.9 Form of Indemnity Agreement (2)
10.10 Letter Agreement dated August 1, 1996 between the Registrant and Frederick L. Judge
10.11 Amended and Restated Equipment Purchase Agreement dated as of September 17, 1996 between the Registrant
and PSN as amended on December 4, 1997, as amended December 6, 1997 (1)
10.12 Equipment Purchase Agreement dated as of June 27, 1996 between the Registrant and United Communications
Industry Public Company, Ltd as amended by a Memorandum of Understanding dated September 18, 1997 (1)
10.13 Award Contract dated July 15, 1989 between the Registrant and the U.S. Navy (1)(2)(3)
10.14 Subcontract Agreement dated December 14, 1992 between the Registrant and Lockheed Martin (1)(2)(3)
10.15 Subcontract Agreement dated September 2, 1995 between the Registrant and Lockheed Martin (1)(2)(3)
10.16 Subcontract Agreement dated May 18, 1995 between the Registrant and Motorola (1)(2)(3)
10.17 Letter Contract dated June 12, 1995 between the Registrant and the U.S. Army (1)(2)(3)
10.18 Subcontract Agreement dated July 31, 1996 between the Registrant and McDonnell Douglas Corporation
(1)(2)(3)
10.19 Subcontract Agreement dated August 23, 1996 between the Registrant and DynCorp Aerospace Technology
(1)(2)(3)
10.20 Subcontract Agreement dated September 25, 1996 between the Registrant and Rockwell International
Corporation (1)(2)(3)
10.21 Purchase Order dated September 25, 1996 between the Registrant and Rockwell International Corporation
(1)(2)(3)
10.22 Tax Allocation Agreement (2)
10.23 Corporate Services Agreement (2)
10.24 Reorganization Agreement
11.1 Statement regarding computation of per share earnings
23.1 Consent of Arthur Andersen LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1
23.3 Consent of Edward W. Callan, Esq.
24.1 Power of Attorney. Reference is made to page II-5
27.1 Financial Data Schedule
</TABLE>

- ------------------------

(1) Confidential Treatment will be required with respect to certain portions of
this exhibit. Omitted portions will be filed separately with the Securities and
Exchange Commission.

(2) To be filed by amendment

(3) To be filed in paper format pursuant to a continuing hardship exemption

II-3
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (CONTINUED)
(B) SCHEDULES

All schedules are omitted because they are not required, are not applicable
or the information is included in the consolidated financial statements or notes
thereto.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to provisions described in Item 15 above or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes:

(1) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(2) That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(3) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(4) To provide to the Underwriters at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriters to permit prompt delivery to each
purchaser.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-1 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of San Diego, County of San Diego, State of California, on the day of
December, 1997.

<TABLE>
<S> <C> <C>
By: /s/ FREDERICK L. JUDGE
-----------------------------------------
Frederick L. Judge
CHIEF EXECUTIVE OFFICER
</TABLE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frederick L. Judge, Ronald B. Gorda and Eric M.
DeMarco, and each of them, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments, exhibits thereto and other documents in
connection therewith) to this Registration Statement and any subsequent
registration statement filed by the Registrant pursuant to Rule 462(b) of the
Securities Act, which relates to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------

<S> <C> <C>
President, Chief Executive
/s/ FREDERICK L. JUDGE Officer and Director
- ------------------------------ (PRINCIPAL EXECUTIVE , 1997
Frederick L. Judge OFFICER)

Chief Financial Officer
- ------------------------------ (PRINCIPAL FINANCIAL AND , 1997
Eric M. DeMarco ACCOUNTING OFFICER)

/s/ GENE W. RAY
- ------------------------------ Director , 1997
Gene W. Ray

/s/ J.S. WEBB
- ------------------------------ Director , 1997
J.S. Webb
</TABLE>

II-5
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE
- ----------- ------------------------------------------------------------------------------------------- -------------
<C> <S> <C>
1.1 Form of Underwriting Agreement (2)
3.1 Amended and Restated Certificate of Incorporation
3.2 Amended and Restated Bylaws
3.3 Form of Certificate of Amendment of Amended and Restated Certificate of Incorporation, to
be filed and become effective prior to the effectiveness of this Registration Statement
(2)
4.1 References made to Exhibits 3.1, 3.2 and 3.3
4.2 Sample of Common Stock Certificate (2)
5.1 Opinion of Cooley Godward LLP (2)
10.1 Registrant's 1997 Stock Option Plan, as amended (the "1997 Plan")
10.2 Registrant's 1994 Stock Option Plan, as amended (2)
10.3 Form of Incentive Stock Option Agreement under the 1997 Plan
10.4 Form of Nonstatutory Stock Option Agreement under the 1997 Plan
10.5 Registrant's Employee Stock Purchase Plan and restated offering document
10.6 Registrant's Non-Employee Directors' Stock Option Plan (the "Directors' Plan")
10.7 Form of Nonstatutory Stock Option agreement under the Directors' Plan
10.8 Supplemental Retirement Plan (2)
10.9 Form of Indemnity Agreement (2)
10.10 Letter Agreement dated August 1, 1996 between the Registrant and Frederick L. Judge
10.11 Amended and Restated Equipment Purchase Agreement dated as of September 17, 1996 between
the Registrant and PSN as amended on December 4, 1997, as amended December 6, 1997 (1)
10.12 Equipment Purchase Agreement dated as of June 27, 1996 between the Registrant and United
Communications Industry Public Company, Ltd as amended by a Memorandum of Understanding
dated September 18, 1997 (1)
10.13 Award Contract dated July 15, 1989 between the Registrant and the U.S. Navy (1)(2)(3)
10.14 Subcontract Agreement dated December 14, 1992 between the Registrant and Lockheed Martin
(1)(2)(3)
10.15 Subcontract Agreement dated September 2, 1995 between the Registrant and Lockheed Martin
(1)(2)(3)
10.16 Subcontract Agreement dated May 18, 1995 between the Registrant and Motorola (1)(2)(3)
10.17 Letter Contract dated June 12, 1995 between the Registrant and the U.S. Army (1)(2)(3)
10.18 Subcontract Agreement dated July 31, 1996 between the Registrant and McDonnell Douglas
Corporation (1)(2)(3)
10.19 Subcontract Agreement dated August 23, 1996 between the Registrant and DynCorp Aerospace
Technology (1)(2)(3)
10.20 Subcontract Agreement dated September 25, 1996 between the Registrant and Rockwell
International Corporation (1)(2)(3)
10.21 Purchase Order dated September 25, 1996 between the Registrant and Rockwell International
Corporation (1)(2)(3)
10.22 Tax Allocation Agreement (2)
10.23 Corporate Services Agreement (2)
10.24 Reorganization Agreement
11.1 Statement regarding computation of per share earnings
23.1 Consent of Arthur Andersen LLP, Independent Auditors
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE
- ----------- ------------------------------------------------------------------------------------------- -------------
<C> <S> <C>
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1
23.3 Consent of Edward W. Callan, Esq.
24.1 Power of Attorney. Reference is made to page II-5
27.1 Financial Data Schedule
</TABLE>

- ------------------------

(1) Confidential Treatment will be required with respect to certain portions of
this exhibit. Omitted portions will be filed separately with the Securities and
Exchange Commission.

(2) To be filed by amendment

(3) To be filed in paper format pursuant to a continuing hardship exemption

<PAGE>

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

LINKABIT WIRELESS, INC, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, hereby certifies
as follows:

1. The name of the Corporation is Linkabit Wireless, Inc. The
Corporation was originally incorporated under the name Titan Information Systems
Corporation.

2. The Corporation's original Certificate of Incorporation was filed
with the Secretary of State on November 12, 1993.

3. The Corporation's Certificate of Amendment of Certificate of
Incorporation was filed with the Secretary of State on May 16, 1994.

4. The Amended and Restated Certificate of Incorporation of the
Corporation, in the form attached hereto as Exhibit A, has been duly adopted by
the Board of Directors and by the sole stockholder of the Corporation in
accordance with Sections 242 and 245 of the General Corporation Law of the State
of Delaware.

5. The Amended and Restated Certificate of Incorporation so adopted
reads in full as set forth in Exhibit A attached hereto and is hereby
incorporated by reference.

IN WITNESS WHEREOF, Linkabit Wireless, Inc. has caused this Amended and
Restated Certificate of Incorporation to be signed by its Chief Financial
Officer and attested to by its Secretary this 4th day of December 1997.

/s/ Frederick L. Judge
----------------------------------
Name: Frederick L. Judge
Title: Chief Executive Officer

Attest: /s/ M. Wainwright Fishburn, Jr.
--------------------------------------
M. Wainwright Fishburn, Jr. Secretary

<PAGE>

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION OF LINKABIT WIRELESS, INC.

ARTICLE I.

The name of the Corporation is Linkabit Wireless, Inc. (hereinafter the
"Corporation").

ARTICLE II.

The registered office of the Corporation within the State of Delaware is
located at 32 Loockerman Square, Suite L-100, City of Dover, County of Kent,
Dover, Delaware 19901. The name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.

ARTICLE III.

The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware (the "GCL").

ARTICLE IV.

A. The total number of shares of stock that the Corporation shall have
authority to issue is Eighty-Five Million (85,000,000) of which (i) Fifty
Million (50,000,000) shares shall be shares of Class A Common Stock, $.001 par
value per share (the "Class A Common Stock"), and Twenty-Five Million
(25,000,000) shares shall be shares of Class B Common Stock, $.001 par value per
share (the "Class B Common Stock") (the Class A Common Stock and the Class B
Common Stock being collectively referred to herein as the "Common Stock"), and
(ii) Ten Million (10,000,000) shares shall be shares of Preferred Stock, $.001
par value per share (the "Preferred Stock").

B. The number of authorized shares of any class or classes of stock may
be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the votes
entitled to be cast by the holders of the Common Stock of the Corporation,
voting together as a single class, irrespective of the provisions of Section
242(b)(2) of the GCL or any corresponding provision hereinafter enacted.

C. Upon the filing of this Amended and Restated Certificate of
Incorporation, each issued and outstanding share of Common Stock as of December
3, 1997, shall be automatically converted into one share of Class B Common
Stock.

D. The following is a statement of the powers, preferences, and relative
participating, optional or other special rights and qualifications, limitations
and restrictions of the Class A Common Stock and Class B Common Stock of the
Corporation:

1
<PAGE>

1. Except as otherwise set forth below in this ARTICLE IV, the
powers, preferences and relative participating, optional or other special rights
and qualifications, limitations or restrictions of the Class A Common Stock and
Class B Common Stock shall be identical in all respects.

2. Subject to the rights of the holders of Preferred Stock, and
subject to any other provisions of this Amended and Restated Certificate of
Incorporation, holders of Class A Common Stock and Class B Common Stock shall be
entitled to receive such dividends and other distributions in cash, stock or
property of the Corporation as may be declared thereon by the Board of Directors
of the Corporation from time to time out of assets or funds of the Corporation
legally available therefor. If any dividend or other distribution in cash or
other property is paid with respect to Class A Common Stock or with respect to
Class B Common Stock (other than dividends or other distributions payable in
shares of Common Stock), a like dividend or other distribution in cash or other
property shall also be paid with respect to shares of the other class of Common
Stock, in an amount equal per share. In the case of dividends or other
distributions payable in Common Stock, including distributions pursuant to stock
splits or divisions of Common Stock of the Corporation, only shares of Class A
Common Stock shall be paid or distributed with respect to Class A Common Stock
and only shares of Class B Common Stock shall be paid or distributed with
respect to Class B Common Stock. The number of shares of Class A Common Stock
and Class B Common Stock so distributed shall be equal in number on a per share
basis. Neither the shares of Class A Common Stock nor the shares of Class B
Common Stock may be reclassified, subdivided or combined unless such
reclassification, subdivision or combination occurs simultaneously and in the
same proportion for each class.

3. a. At every meeting of the stockholders of the Corporation,
every holder of Class A Common Stock shall be entitled to one vote in person or
by proxy for each share of Class A Common Stock standing in his or her name on
the transfer books of the Corporation, and every holder of Class B Common Stock
shall be entitled to ten votes in person or by proxy for each share of Class B
Common Stock standing in his or her name on the transfer books of the
Corporation, in connection with the election of directors and all other matters
submitted to a vote of the stockholders; provided, however, that with respect to
any proposed conversion subsequent to a Tax-Free Spin-Off (as defined in
paragraph (D)(6)(b) below) of the shares of Class B Common Stock into shares of
Class A Common Stock pursuant to paragraph (D)(6)(b) below, each holder of a
share of Common Stock, irrespective of class, shall have one vote in person or
by proxy for each share of Common Stock standing in his or her name on the
transfer books of the Corporation. Except as may be otherwise required by this
ARTICLE IV, the holders of Class A Common Stock and Class B Common Stock shall
vote together as a single class, subject to any voting rights which may be
granted to holders of Preferred Stock, on all matters submitted to a vote of the
holders of Common Stock.

b. Subject to any rights of the holders of Preferred Stock, the
provisions of this Amended and Restated Certificate of Incorporation shall not
be modified, revised, altered or amended, repealed or rescinded in whole or in
part, without the approval of a majority of the votes entitled to be cast by the
holders of the Class A Common Stock and the Class B Common Stock, voting
together as a single class; provided, however, that with respect to

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any proposed amendment of this Amended and Restated Certificate of Incorporation
which would alter or change the powers, preferences or special rights of the
shares of Class A Common Stock or Class B Common Stock so as to affect them
adversely, the approval of a majority of the votes entitled to be cast by the
holders of the shares affected by the proposed amendment, voting separately as a
class, shall be obtained in addition to the approval of a majority of the votes
entitled to be cast by the holders of the Class A Common Stock and the Class B
Common Stock voting together as a single class as hereinbefore provided. Any
increase in the authorized number of shares of any class or classes of stock of
the Corporation or creation, authorization or issuance of any securities
convertible into, or warrants, options or similar rights to purchase, acquire or
receive, shares of any such class or classes of stock shall be deemed not to
affect adversely the powers, preferences or special rights of the shares of
Class A Common Stock or Class B Common Stock. Neither the outcome of any vote
with respect to any proposed conversion subsequent to a Tax-Free Spin-Off of the
shares of Class B Common Stock into shares of Class A Common Stock pursuant to
paragraph (D)(6)(b) below nor the occurrence of the events described in the last
sentence of paragraph (D)(6)(b)(iii) below shall be deemed to be a modification,
revision, alteration, amendment, repeal or rescission of the provisions of this
Amended and Restated Certificate of Incorporation.

c. Every reference in this Amended and Restated Certificate of
Incorporation to a majority or other proportion of shares of Common Stock, Class
A Common Stock or Class B Common Stock shall refer to such majority or other
proportion of the votes to which such shares of Common Stock, Class A Common
Stock or Class B Common Stock, as applicable, are entitled.

4. In the event of any dissolution, liquidation or winding up of the
affairs of the Corporation, whether voluntary or involuntary, after payment in
full of the amounts required to be paid to the holders of Preferred Stock, the
remaining assets and funds of the Corporation shall be distributed pro rata to
the holders of Class A Common Stock and Class B Common Stock. For the purposes
of this paragraph (D)(4), the voluntary sale, conveyance, lease, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all of the assets of the Corporation or a consolidation or
merger of the Corporation with one or more other corporations (whether or not
the Corporation is the corporation surviving such consolidation or merger) shall
not be deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary.

5. In the event of (i) any reorganization or any consolidation of
the Corporation with one or more other corporations or a merger of the
Corporation with another corporation unless (ii) immediately following such
event, and based solely on the securities issued in connection therewith, a
majority of the total voting power of the successor corporation is held by
Persons that were stockholders of the Corporation immediately prior to such
event, each holder of a share of Class A Common Stock shall be entitled to
receive with respect to such share the same kind and amount of shares of stock
and other securities and property (including cash) receivable upon such
reorganization, consolidation or merger by a holder of a share of Class B Common
Stock, and each holder of a share of Class B Common Stock shall be entitled to
receive with respect to such share the same kind and amount of shares of stock
and other

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securities and property (including cash) receivable upon such reorganization,
consolidation or merger by a holder of a share of Class A Common Stock.

6. a. Prior to the date on which shares of Class B Common Stock
are distributed to stockholders of Titan (as defined in paragraph (D)(6)(b)
below), or to stockholders of the Class B Transferee (as defined in paragraph
(D)(6)(b) below) in a Tax-Free Spin-Off, each record holder of shares of Class B
Common Stock may convert from time to time any or all of such shares into an
equal number of shares of Class A Common Stock by surrendering the certificates
for such shares, accompanied by any required tax transfer stamps and by a
written notice by such record holder to the Corporation stating that such record
holder desires to convert such shares of Class B Common Stock into the same
number of shares of Class A Common Stock and requesting that the Corporation
issue all of such shares of Class A Common Stock to Persons (as defined in
paragraph (D)(6)(b) below) named therein, setting forth the number of shares of
Class A Common Stock to be issued to each such Person and the denominations in
which the certificates therefor are to be issued. To the extent permitted by
law, such voluntary conversion shall be deemed to have been effected at the
close of business on the date of such surrender. Following a Tax-Free Spin-Off,
shares of Class B Common Stock shall no longer be convertible into shares of
Class A Common Stock except as set forth in paragraph (D)(6)(b) below.

b. (i) Prior to a Tax-Free Spin-Off, each share of Class B
Common Stock shall automatically convert into one share of Class A Common Stock
immediately prior to the transfer of such share if, after such transfer, such
share is not Beneficially Owned (as defined below) by Titan or, as set forth
below in this paragraph (D)(6)(b), by the Class B Transferee or any subsidiary
of the Class B Transferee. Shares of Class B Common Stock shall not convert into
shares of Class A Common Stock (x) in any transfer effected in connection with a
distribution of Class B Common Stock as a spin-off, split-up or split-off to
stockholders of Titan or stockholders of the Class B Transferee intended to be
on a tax-free basis under the Internal Revenue Code of 1986, as amended from
time to time (the "Code") (a "Tax-Free Spin-Off") or (y) except as otherwise set
forth below in this paragraph (D)(6)(b), in any transfer after a Tax-Free
Spin-Off. For purposes of this paragraph (D)(6), a Tax-Free Spin-Off shall be
deemed to have occurred at the time shares are first transferred to stockholders
of Titan or stockholders of the Class B Transferee, as the case may be,
following receipt of an affidavit described in clauses (vi) or (vii) of the
first sentence of paragraph (D)(6)(d) below. For purposes of this paragraph
(D)(6), ARTICLE X AND ARTICLE XI, "Titan" shall mean The Titan Corporation, a
Delaware corporation, all successors to The Titan Corporation by way of merger,
consolidation or sale of all or substantially all its assets, and all
corporations, partnerships, joint ventures, associations and other entities in
which The Titan Corporation Beneficially Owns (as defined below), directly or
indirectly, 50% or more of the outstanding voting stock, voting power or similar
voting interests ("Voting Interests") (each, a "Subsidiary Entity"), but which
shall not include the Corporation or any Subsidiary Entity in which the
Corporation Beneficially Owns, directly or indirectly, 50% or more of the
outstanding Voting Interests. For purposes of this paragraph (D)(6), ARTICLE X
and ARTICLE XI, the terms "Beneficially Own," "Beneficially Owns" and
"Beneficially Owned" shall have the meanings

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<PAGE>

ascribed to such terms in Rule 13d-3 of the General Rules and Regulations of the
Securities Exchange Act of 1934, as in effect on December 4, 1997.

(ii) Prior to a Tax-Free Spin-Off, shares of Class B Common
Stock representing more than a 50% equity interest in the then outstanding
shares of Common Stock taken as a whole transferred in a single transaction to
one Person who is not an affiliate of Titan (together with its successors, the
"Class B Transferee") or to the Class B Transferee and any Subsidiary Entity of
the Class B Transferee, and shares of Class B Common Stock transferred among a
Class B Transferee and any Subsidiary Entity thereof, shall not automatically
convert to Class A Common Stock upon the transfer of such shares. Any shares of
Class B Common Stock retained by Titan following any such transfer of shares of
Class B Common Stock to the Class B Transferee shall automatically convert into
shares of Class A Common Stock upon such transfer. For purposes of this
paragraph (D)(6), the term "Person" shall mean any individual, firm, corporation
or other entity; each reference to an "individual" (or to a "record holder" of
shares, if an individual) shall be deemed to include in his or her
representative capacity a guardian, committee, executor, administrator or other
legal representative of such individual or record holder.

(iii) In the event of a Tax-Free Spin-Off, shares of Class B
Common Stock shall automatically convert into shares of Class A Common Stock on
the fifth anniversary of the date on which shares of Class B Common Stock are
first transferred to stockholders of Titan or the stockholders of the Class B
Transferee, as the case may be, in a Tax-Free Spin-Off unless, prior to such
Tax-Free Spin-Off, Titan or the Class B Transferee, as the case may be, delivers
to the Corporation the written advice of counsel, reasonably satisfactory to the
Corporation, to the effect that (x) such conversion could adversely affect the
ability of Titan or the Class B Transferee, as the case may be, to obtain a
favorable ruling from the Internal Revenue Service that the distribution would
be a Tax-Free Spin-Off under the Code or (y) the Internal Revenue Service has
adopted a general non-ruling policy on tax-free spinoffs and that such
conversion could adversely affect the status of the transaction as a Tax-Free
Spin-Off. If such written advice of counsel is received, approval of such
conversion shall be submitted to a vote of the holders of the Common Stock as
soon as practicable after the fifth anniversary of the Tax-Free Spin-Off. At
the meeting of stockholders called for such purpose, every holder of Common
Stock shall be entitled to one vote (irrespective of the voting rights provided
for such shares under paragraph (D)(3)(a) above) in person or by proxy for each
share of Common Stock standing in his or her name on the transfer books of the
Corporation. Approval of such conversion shall require the approval of a
majority of the votes, on the per share voting basis provided in the preceding
sentence, entitled to be cast by the holders of the Class A Common Stock and
Class B Common Stock present and voting, voting together as a single class, and
the holders of the Class B Common Stock shall not be entitled to a separate
class vote. Such conversion shall be effective on the date on which such
approval is given at a meeting of stockholders called for such purpose.
Notwithstanding the foregoing, if Titan or the Class B Transferee, as the case
may be, delivers to the Corporation prior to such anniversary the written advice
of counsel, reasonably satisfactory to the Corporation, to the effect that such
vote could adversely affect the status of the transaction as a Tax-Free Spin-Off
(including without limitation the ability to obtain a favorable ruling from the
Internal Revenue Service), such vote shall not be

5
<PAGE>

held and no such conversion shall take place. Upon delivery of such written
advice of counsel as to such vote, and the further advice that the continued
existence of this paragraph (D)(6)(b)(iii) itself could adversely affect the
status of the transaction as a Tax-Free Spin-Off (including without limitation
the ability to obtain a favorable ruling from the Internal Revenue Service),
then this paragraph (D)(6)(b)(iii) shall thereafter be null and void and no
longer be deemed to be part of this Amended and Restated Certificate of
Incorporation.

(iv) If at any time prior to a Tax-Free Spin-Off Titan or a
Class B Transferee shall cease, respectively, to Beneficially Own a number of
outstanding shares of Class B Common Stock at least equal to 50% of the voting
power represented by the aggregate number of shares of Common Stock then
outstanding entitled to vote generally in the election of directors, then each
share of Class B Common Stock Beneficially Owned by such less than 50% owner
shall automatically convert into one share of Class A Common Stock.

(v) The Corporation will provide notice of any automatic
conversion of all outstanding shares of Class B Common Stock to holders of
record as soon as practicable after the conversion; provided, however, that the
Corporation may satisfy such notice requirement by providing such notice prior
to conversion. Such notice shall be provided by mailing notice of such
conversion first class postage prepaid, to each holder of record of the Common
Stock, at such holder's address as it appears on the transfer books of the
Corporation; provided, however, that no failure to give such notice nor any
defect therein shall affect the validity of the automatic conversion of any
shares of Class B Common Stock. Each such notice shall state, as appropriate,
the following:

(w) the automatic conversion date;

(x) that all outstanding shares of Class B Common Stock are
automatically converted;

(y) the place or places where certificates for such shares are
to be surrendered for conversion; and

(z) that no dividends will be declared on the shares of Class B
Common Stock converted after such conversion date.

Immediately upon such conversion, the rights of the holders of shares of Class B
Common Stock as such shall cease and such holders shall be treated for all
purposes as having become the record owners of the shares of Class A Common
Stock issuable upon such conversion; provided, however, that such Persons shall
be entitled to receive when paid any dividends declared on the Class B Common
Stock as of a record date preceding the time of such conversion and unpaid as of
the time of such conversion, subject to paragraph (D)(6)(f) below.

c. Prior to a Tax-Free Spin-Off, holders of shares of Class B
Common Stock may (i) sell or otherwise dispose of or transfer any or all of such
shares held by them, respectively, only in connection with a transfer which
meets the qualifications of paragraph (D)(6)(d) below, and under no other
circumstances, or (ii) convert any or all of such

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<PAGE>

shares into shares of Class A Common Stock as provided in paragraph (D)(6)(a)
above. Prior to a Tax-Free Spin-Off, no one other than those Persons in whose
names shares of Class B Common Stock originally are registered on the stock
ledger of the Corporation, or transferees or successive transferees who receive
shares of Class B Common Stock in connection with a transfer which meets the
qualifications set forth in paragraph (D)(6)(d) below, shall by virtue of the
acquisition of a certificate for shares of Class B Common Stock have the status
of an owner or holder of shares of Class B Common Stock or be recognized as such
by the Corporation or be otherwise entitled to enjoy for his or her own benefit
the special rights and powers of a holder of shares of Class B Common Stock.

Holders of shares of Class B Common Stock may at any and all times transfer
to any Person the shares of Class A Common Stock issuable upon conversion of
such shares of Class B Common Stock.

d. Prior to a Tax-Free Spin-Off, shares of Class B Common Stock
shall be transferred on the books of the Corporation and a new certificate
therefor issued, upon presentation at the office of the Secretary of the
Corporation (or at such additional place or places as may from time to time be
designated by the Secretary of the Corporation) of the certificate for such
shares, in proper form for transfer and accompanied by all requisite stock
transfer tax stamps, only if such certificate when so presented shall also be
accompanied by any one of the following:

(i) an affidavit from Titan stating that such certificate
is being presented to effect a transfer by Titan of such shares to a Subsidiary
Entity of Titan; or

(ii) an affidavit from Titan stating that such certificate
is being presented to effect a transfer by any Subsidiary Entity of Titan of
such shares to Titan or another Subsidiary Entity of Titan; or

(iii) an affidavit from Titan (or the Class B Transferee)
stating that such certificate is being presented to effect a transfer by Titan
(or the Class B Transferee) or any of its (or the Class B Transferee's)
Subsidiary Entities of such shares to a Class B Transferee or a Subsidiary
Entity of the Class B Transferee as contemplated by paragraph (D)(6)(b); or

(iv) an affidavit from the Class B Transferee stating that
such certificate is being presented to effect a transfer by the Class B
Transferee of such shares to a Subsidiary Entity of the Class B Transferee; or

(v) an affidavit from the Class B Transferee stating that
such certificate is being presented to effect a transfer by any Subsidiary
Entity of the Class B Transferee of such shares to the Class B Transferee or
another Subsidiary Entity of the Class B Transferee; or

(vi) an affidavit from Titan stating that such certificate
is being presented to effect a transfer by Titan of such shares to the
stockholders of Titan in connection with a Tax-Free Spin-Off; or

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<PAGE>

(vii) an affidavit from the Class B Transferee stating that
such certificate is being presented to effect a transfer by the Class B
Transferee of such shares to the stockholders of the Class B Transferee in
connection with a Tax-Free Spin-Off.

Each affidavit of a record holder furnished pursuant to this paragraph
(D)(6)(d) shall be verified as of a date not earlier than five days prior to the
date of delivery thereof, and, where such record holder is a corporation or
partnership, shall be verified by an officer of the corporation or by a general
partner of the partnership, as the case may be.

e. Prior to the occurrence of a Tax-Free Spin-Off, each
certificate for shares of Class B Common Stock shall bear a legend on the face
thereof reading as follows:

"The shares of Class B Common Stock represented by this
certificate may not be transferred to any person or entity in
connection with a transfer that does not meet the qualifications set
forth in paragraph (D)(6)(d) of ARTICLE IV of the Amended and Restated
Certificate of Incorporation of this Corporation and no person who
receives such shares in connection with a transfer which does not meet
the qualifications prescribed by paragraph (D)(6)(d) of said ARTICLE
IV is entitled to own or to be registered as the record holder of such
shares of Class B Common Stock and such shares will have been
automatically converted into Class A Common Stock upon any such
purported transfer. The record holder of this certificate may at any
time convert such shares of Class B Common Stock into the same number
of shares of Class A Common Stock. Each holder of this certificate,
by accepting the same, accepts and agrees to all of the foregoing."

Upon and after the transfer of shares in a Tax-Free Spin-Off, shares of
Class B Common Stock shall no longer bear the legend set forth above in this
paragraph (D)(6)(e).

f. Upon any conversion of shares of Class B Common Stock into
shares of Class A Common Stock pursuant to the provisions of this paragraph
(D)(6), any dividend, for which the payment date shall be subsequent to such
conversion, which may have been declared on the shares of Class B Common Stock
so converted shall be deemed to have been declared, and shall be payable, with
respect to the shares of Class A Common Stock into or for which such shares of
Class B Common Stock shall have been so converted, and any such dividend payable
in Common Stock shall be deemed to have been declared, and shall be payable, in
shares of Class A Common Stock.

g. The Corporation shall not reissue or resell any shares of
Class B Common Stock which shall have been converted into shares of Class A
Common Stock pursuant to or as permitted by the provisions of this paragraph
(D)(6), or any shares of Class B Common Stock which shall have been acquired by
the Corporation in any other manner. The Corporation shall, from time to time,
take such appropriate action as may be necessary to retire such shares and to
reduce the authorized amount of Class B Common Stock accordingly.

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<PAGE>

The Corporation shall at all times reserve and keep available, out of its
authorized but unissued Common Stock, such number of shares of Class A Common
Stock as would become issuable upon the conversion of all shares of Class B
Common Stock then outstanding.

h. In connection with any transfer or conversion of any stock
of the Corporation pursuant to or as permitted by the provisions of this
paragraph (D)(6) or in connection with the making of any determination referred
to in this paragraph (D)(6):

(i) the Corporation shall be under no obligation to make
any investigation of facts unless an officer, employee or agent of the
Corporation responsible for making such transfer or determination or issuing
Class A Common Stock pursuant to such conversion has substantial reason to
believe, or unless the Board of Directors (or a committee of the Board of
Directors designated for such purpose) determines that there is substantial
reason to believe, that any affidavit or other document is incomplete or
incorrect in a material respect or that an investigation would disclose facts
upon which any determination referred to in paragraph (D)(6)(f) above should be
made, in either of which events the Corporation shall make or cause to be made
such investigation as it may deem necessary or desirable in the circumstances
and have a reasonable time to complete such investigation; and

(ii) neither the Corporation nor any director, officer,
employee or agent of the Corporation shall be liable in any manner for any
action taken or omitted in good faith.

i. The Corporation will not be required to pay any documentary,
stamp or similar issue or transfer taxes payable in respect of the issue or
delivery of shares of Class A Common Stock on the conversion of shares of Class
B Common Stock pursuant to this paragraph (D)(6), and no such issue or delivery
shall be made unless and until the Person requesting such issue has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.

7. All rights to vote and all voting power (including, without
limitation thereto, the right to elect directors) shall be vested exclusively in
the holders of Common Stock, voting together as a single class, except as
otherwise expressly provided in this Amended and Restated Certificate of
Incorporation, in a Preferred Stock Designation or as otherwise expressly
required by applicable law.

E. Subject to the limitations and in the manner provided by law, shares
of the Preferred Stock may be issued from time to time in one or more series,
and the Board of Directors of the Corporation or a duly-authorized committee of
the Board of Directors of the Corporation, in accordance with the laws of the
State of Delaware, is hereby authorized to determine or alter the relative
rights, powers (including voting powers), preferences and privileges granted to
Preferred Stock or any wholly unissued series of shares of Preferred Stock, and
the qualifications, limitations or restrictions thereof, including without
limitation the dividend rights, dividend rate, conversion rights, voting rights,
rights and terms of redemption (including sinking fund provisions), redemption
price or prices, and the liquidation preferences of any wholly unissued series
of shares of Preferred Stock, and to establish from time to time the

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<PAGE>

number of shares constituting any such series and the designation thereof, or
any of them (a "Preferred Stock Designation"); and to increase or decrease (but
not below the number of shares of any series of Preferred Stock then
outstanding) the number of shares of any such series subsequent to the issue of
shares of that series. In case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall upon the taking of any
action required by applicable law resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.

ARTICLE V.

A. No stockholder of the Corporation shall have any preemptive or
preferential right, nor be entitled as such as a matter of right, to subscribe
for or purchase any part of any new or additional issue of stock of the
Corporation of any class or series, whether now or hereafter authorized, and
whether issued for money or for consideration other than money, or of any issue
of securities convertible into stock of the Corporation.

B. No stockholder shall be entitled to exercise any right of cumulative
voting.

ARTICLE VI.

The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors. In addition to the powers and
authority expressly conferred upon them by statute or by this Amended and
Restated Certificate of Incorporation or the bylaws of the Corporation, the
directors are hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation. Election of
directors need not be by written ballot unless the bylaws so provide.

ARTICLE VII.

The books and records of the Corporation may be kept (subject to any
mandatory requirement of law) outside the State of Delaware at such place or
places as may be designated from time to time by the Board of Directors or by
the bylaws of the Corporation.

ARTICLE VIII.

A. In furtherance of, and not in limitation of, the powers conferred by
law, the Board of Directors is expressly authorized and empowered:

1. to adopt, amend or repeal the bylaws of the Corporation;
provided, however, that the bylaws adopted by the Board of Directors under the
powers hereby conferred may be amended or repealed by the Board of Directors or
by the stockholders having voting power with respect thereto; provided, further,
that in the case of amendments by stockholders, effective as of the first time
at which Titan shall cease to be the Beneficial Owner of an aggregate of at
least a majority of the voting power of the Voting Stock (as defined in
paragraph (B) of this ARTICLE VIII) then outstanding (the "Trigger Date"), the
affirmative vote of the holders of at least 80 percent of the voting power of
the then outstanding Voting Stock, voting together as a

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<PAGE>

single class, shall be required to alter, amend or repeal any provision of the
bylaws or adopt any provision of the bylaws inconsistent with any other
provision of the bylaws; and

2. from time to time to determine whether and to what extent, and at
what times and places, and under what conditions and regulations, the accounts
and books of the Corporation, or any of them, shall be open to inspection of
stockholders; and, except as so determined, or as expressly provided in this
Amended and Restated Certificate of Incorporation or in any Preferred Stock
Designation, no stockholder shall have any right to inspect any account, book or
document of the Corporation other than such rights as may be conferred by
applicable law.

B. The Corporation may in its bylaws confer powers upon the Board of
Directors in addition to the foregoing and in addition to the powers and
authorities expressly conferred upon the Board of Directors by applicable law.
Effective as of the Trigger Date and notwithstanding anything contained in this
Amended and Restated Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least 80 percent of the voting power of
the then outstanding Voting Stock, voting together as a single class, shall be
required to amend or repeal, or adopt any provision inconsistent with, paragraph
(A)(1) of this ARTICLE VIII. For the purposes of this Amended and Restated
Certificate of Incorporation, "Voting Stock" shall mean the outstanding shares
of stock of the Corporation entitled to vote generally in the election of
directors.

ARTICLE IX.

A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (a) for any breach of the director's
duty of loyalty to the Corporation and its stockholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violations of law; (c) under Section 174 of the GCL; or (d) for any transaction
from which the director derived an improper personal benefit.

If the GCL hereafter is amended to further eliminate or limit the liability
of directors, then the liability of a director of the Corporation, in addition
to the limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended GCL. Any repeal or modification of the
foregoing provisions of this ARTICLE IX shall not adversely affect any right or
protection of any director, officer, employee or agent of the Corporation
existing at the time of such repeal or modification.

ARTICLE X.

A. In anticipation that the Corporation will cease to be a wholly owned
subsidiary of Titan, but that Titan will remain a stockholder of the
Corporation, and in anticipation that the Corporation and Titan may engage in
the same or similar activities or lines of business and have an interest in the
same areas of corporate opportunities, and in recognition of (i) the benefits to
be derived by the Corporation through its continued contractual, corporate and
business relations with Titan (including service of officers and directors of
Titan as officers and directors of the Corporation) and (ii) the difficulties
attendant to any director, who desires and endeavors to fully

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<PAGE>

satisfy such director's fiduciary duties, in determining the full scope of such
duties in any particular situation, the provisions of this ARTICLE X are set
forth to regulate, define and guide the conduct of certain affairs of the
Corporation as they may involve Titan and its officers and directors, and the
powers, rights, duties and liabilities of the Corporation or its officers,
directors and stockholders in connection therewith.

B. Except as the Corporation and Titan may otherwise agree in writing:

1. Titan shall not have a duty to refrain from engaging directly or
indirectly in the same or similar business activities or lines of business as
the Corporation, and

2. neither Titan nor any officer or director thereof shall be
presumed liable to the Corporation or its stockholders for breach of any
fiduciary duty by reason of any such activities of Titan or of such person's
participation therein.

In the event that Titan acquires knowledge of a potential transaction or
matter that may be a corporate opportunity for both Titan and the Corporation,
Titan (and its officers and directors) shall be entitled to offer such corporate
opportunity to the Corporation or Titan as Titan deems appropriate under the
circumstances in its sole discretion and shall not be presumed liable to the
Corporation or its stockholders for breach of any fiduciary duty as a
stockholder of the Corporation or controlling person of a stockholder by reason
of the fact that Titan pursues or acquires such corporate opportunity for
itself, directs such corporate opportunity to another person or entity, or does
not communicate information regarding, or offer, such corporate opportunity to
the Corporation.

C. In the event that a director, officer or employee of the Corporation
who is also a director, officer or employee of Titan acquires knowledge of a
potential transaction or matter that may be a corporate opportunity for the
Corporation and Titan (whether such potential transaction or matter is proposed
by a third party or is conceived of by such director, officer or employee of the
Corporation), such director, officer or employee shall be entitled to offer such
corporate opportunity to the Corporation or Titan as such director, officer or
employee deems appropriate under the circumstances in his or her sole
discretion, and no such director, officer or employee shall be presumed liable
to the Corporation or its stockholders for breach of any fiduciary duty or duty
of loyalty or failure to act in (or not opposed to) the best interests of the
Corporation or the derivation of any improper personal benefit by reason of the
fact that (i) such director, officer or employee offered such corporate
opportunity to Titan rather than the Corporation or did not communicate
information regarding such corporate opportunity to the Corporation or (ii)
Titan pursues or acquires such corporate opportunity for itself or directs such
corporate opportunity to another person or does not communicate information
regarding such corporate opportunity to the Corporation.

D. Any person or entity purchasing or otherwise acquiring any interest in
any shares of capital stock of the Corporation shall be deemed to have notice of
and to have consented to the provisions of this ARTICLE X.

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<PAGE>

E. For purposes of this ARTICLE X and ARTICLE XI only, the term
"Corporation" shall mean the Corporation and all corporations, partnerships,
joint ventures, associations and other entities in which the Corporation
Beneficially Owns (as defined in ARTICLE IV, Section (D)(6)(b) above) (directly
or indirectly) 50% or more of the outstanding Voting Interests (as defined in
ARTICLE IV, Section (D)(6)(b) above).

F. Notwithstanding anything in this Amended and Restated Certificate of
Incorporation to the contrary, the foregoing provisions of this ARTICLE X shall
expire on the date that Titan ceases to Beneficially Own (as defined in ARTICLE
IV, Section (D)(6)(b) above) (directly or indirectly) Common Stock representing
at least 20% of the number of outstanding shares of Common Stock of the
Corporation and no person who is a director or officer of the Corporation is
also a director or officer of Titan. Neither the alteration, amendment, change
or repeal of any provision of this ARTICLE X nor the adoption of any provision
of this Amended and Restated Certificate of Incorporation inconsistent with any
provision of this ARTICLE X shall eliminate or reduce the effect of this ARTICLE
X in respect of any matter occurring, or any cause of action, suit or claim
that, but for this ARTICLE X, would accrue or arise, prior to such alteration,
amendment, repeal or adoption.

G. The provisions of this ARTICLE X are in addition to the provisions of
ARTICLE XI.

ARTICLE XI.

A. No contract, agreement, arrangement or transaction (or any amendment,
modification or termination thereof) between the Corporation and Titan or any
Related Entity (as defined below) or between the Corporation and one or more of
the directors or officers of the Corporation, Titan or any Related Entity, shall
be void or voidable solely for the reason that Titan, a Related Entity or any
one or more of the officers or directors of the Corporation, Titan or any
Related Entity are parties thereto, or solely because any such directors or
officers are present at or participate in the meeting of the Board of Directors
or committee thereof which authorizes the contract, agreement, arrangement,
transaction, amendment, modification or termination or solely because his, her
or their votes are counted for such purpose, but any such contract, agreement,
arrangement or transaction (or any amendment, modification or termination
thereof) shall be governed by the provisions of this Amended and Restated
Certificate of Incorporation, the Corporation's bylaws, the GCL, written
agreement between the Corporation and Titan and other applicable law. For
purposes of this ARTICLE XI, (i) the term "Related Entity" means a corporation,
partnership, joint venture, association or other organization in which one or
more of the directors of the Corporation has or have a direct or indirect
financial interest and (ii) the term the "Corporation" has the meaning set forth
in ARTICLE X, Section (E).

B. Directors of the Corporation who are also directors or officers of
Titan or of any Related Entity may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee that authorizes
or approves any such contract, agreement, arrangement or transaction (or
amendment, modification or termination thereof). Outstanding shares of Common
Stock owned by Titan and any Related Entity may be counted in determining

13
<PAGE>

the presence of a quorum at a meeting of stockholders that authorizes or
approves any such contract, agreement, arrangement or transaction (or amendment,
modification or termination thereof).

C. Neither Titan nor any officer or director thereof or of any Related
Entity shall be presumed liable to the Corporation or its stockholders for
breach of any fiduciary duty or duty of loyalty or failure to act in (or not
opposed to) the best interests of the Corporation or the derivation of any
improper personal benefit by reason of the fact that Titan or an officer or
director thereof or of such Related Entity in good faith takes any action or
exercises any rights or gives or withholds any consent in connection with any
agreement or contract between Titan or such Related Entity and the Corporation.
No vote cast or other action taken by any person who is an officer, director or
other representative of Titan or such Related Entity, which vote is cast or
action is taken by such person in his or her capacity as a director of this
Corporation, shall constitute an action of or the exercise of a right by or a
consent of Titan or such Related Entity for the purpose of any such agreement or
contract.

E. For purposes of this ARTICLE XI, any contract, agreement, arrangement
or transaction with any corporation, partnership, joint venture, association or
other entity in which the Corporation Beneficially Owns (as defined in ARTICLE
IV, Section (D)(6)(b) above) (directly or indirectly) 50% or more of the
outstanding Voting Interests (as defined in ARTICLE IV, Section (D)(6)(b)
above), or with any officer or director thereto, shall be deemed to be a
contract, agreement, arrangement or transaction with the Corporation.

F. Neither the alteration, amendment, change or repeal of any provision
of this ARTICLE XI nor the adoption of any provision inconsistent with any
provision of this ARTICLE XI shall eliminate or reduce the effect of this
ARTICLE XI in respect of any matter occurring, or any cause of action, suit or
claim that, but for this ARTICLE XI, would accrue or arise, prior to such
alteration, amendment, change, repeal or adoption.

G. The provisions of this ARTICLE XI are in addition to the provisions of
ARTICLE X.

ARTICLE XII.

A. Subject to the rights of the holders of any series of Preferred Stock
or any other series or class of stock as set forth in this Amended and Restated
Certificate of Incorporation to elect additional directors under specified
circumstances, the number of directors of the Corporation shall be fixed by the
bylaws of the Corporation and may be increased or decreased from time to time in
such a manner as may be prescribed by the bylaws.

B. Subject to the rights of the holders of any series of Preferred Stock
or any other series or class of stock, as set forth in this Amended and Restated
Certificate of Incorporation, to

14
<PAGE>

elect additional directors under specified circumstances, any director may be
removed from office, at any time, but only for cause and only be the affirmative
vote of the holders of at least 80 percent of the voting power of the then
outstanding Voting Stock, voting together as a single class; provided, however,
that prior to the Trigger Date any director or directors may be removed from
office, without cause, with the affirmative vote of the holders of at least a
majority of the voting power of the then outstanding Voting Stock, voting
together as a single class.

C. Notwithstanding anything contained in this Amended and Restated
Certificate of Incorporation to the contrary, and in addition to any vote of the
Board of directors required by applicable law or this Amended and Restated
Certificate of Incorporation, effective as of the Trigger Date, the affirmative
vote of the holders of at least 80 percent of the voting power of the then
outstanding Voting Stock, voting together as a single class, shall be required
to alter, amend or repeal, or adopt any provision inconsistent with, this
ARTICLE XII.

ARTICLE XIII.

The Board of Directors is hereby authorized to create and issue, whether or
not in connection with the issuance and sale of any of its stock or other
securities or property, rights entitling the holders thereof to purchase from
the Corporation shares of stock or other securities or property of the
Corporation or any other corporation. The times at which and the terms upon
which such rights are to be issued will be determined by the Board of Directors
and set forth in the contracts or instruments that evidence such rights. The
authority of the Board of Directors with respect to such rights shall include,
but not be limited to, determination of the following:

A. The initial purchase price per share or other unit of the stock or
other securities or property to be purchased upon exercise of such rights.

B. Provisions relating to the times at which and the circumstances under
which such rights may be exercised or sold or otherwise transferred, either
together with or separately from, any other stock or other securities of the
Corporation.

C. Provisions which adjust the number or exercise price of such rights or
amount or nature of the stock or other securities or property receivable upon
exercise of such rights following the occurrence of specified events, including
without limitation a combination, split or recapitalization of any stock of the
Corporation, a change in ownership of the Corporation's stock or other
securities or a reorganization, merger, consolidation, sale of assets or other
occurrence relating to the Corporation or any stock of the Corporation, and
provisions restricting the ability of the Corporation to enter into any such
transaction absent an assumption by the other party or parties thereto of the
obligations of the Corporation under such rights.

D. Provisions which deny the holder of a specified percentage of the
outstanding stock or other securities of the Corporation the right to exercise
such rights and cause the rights held by such holder to become void.

E. Provisions which permit the Corporation to redeem or exchange such
rights.

15
<PAGE>

F. The appointment of a rights agent with respect to such rights.

ARTICLE XIV.

The Corporation reserves the right to amend or repeal any provision
contained in this Amended and Restated Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon a
stockholder herein are granted subject to this reservation.

<PAGE>

BY-LAWS

LINKABIT WIRELESS, INC.

ARTICLE I

OFFICES

SECTION 1. The registered office shall be in the City of Dover, County
of Kent, State of Delaware.

SECTION 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. Meetings of stockholders shall be held at any place within
or outside the State of Delaware designated by the Board of Directors. In the
absence of any such designation, stockholders' meetings shall be held at the
principal executive office of the corporation.

SECTION 2. The annual meeting of stockholders shall be held each year
on a date and a time designated by the Board of Directors. At each annual
meeting directors shall be elected and any other proper business may be
transacted.

SECTION 3. The holders of a majority of the voting power of the
outstanding shares of the corporation entitled to vote generally in the election
of directors (the "Voting Stock"), represented by proxy, shall constitute a
quorum for the transaction of business, except as otherwise provided by law, by
the Certificate of Incorporation, or by these By-Laws. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum and the votes present may continue to transact business until
adjournment. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, a majority of the voting power of the shares of
Voting Stock represented in person or by proxy may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote thereat.

SECTION 4. When a quorum is present at any meeting, the vote of the
holders of a majority of the voting power of the shares of Voting Stock present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon

<PAGE>

which by express provision of the statutes, or the Certificate of Incorporation,
or these By-Laws, a different vote is required in which case such express
provision shall govern and control the decision of such question.

SECTION 5. At each meeting of the stockholders, each stockholder having
the right to vote may vote in person or may authorize another person or persons
to act for him by proxy appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three years prior to said meeting,
unless said instrument provides for a longer period. All proxies must be filed
with the Secretary of the corporation at the beginning of each meeting in order
to be counted in any vote at the meeting. Except as otherwise provided by law
or by the Certificate of Incorporation, each stockholder shall have one vote for
each share of stock having voting power, registered in his name on the books of
the corporation on the record date set by the Board of Directors as provided in
Article V, Section 6 hereof.

SECTION 6. Except as otherwise required by applicable law, and subject
to the rights of the holders of any series of preferred stock or any other
series or class of stock, as set forth in the Certificate of Incorporation, to
elect additional directors under specified circumstances, special meetings of
the stockholders of the corporation may be called only by the Board of Directors
pursuant to a resolution adopted by a majority of the total number of directors
which the corporation would have if there were no vacancies or by the Chairman
of the Board or the President; provided, that prior to the Trigger Date (as such
term is defined in the Certificate of Incorporation), special meetings of the
stockholders of the corporation shall also be called at the request of the
holders of a majority of the voting power of the then outstanding Voting Stock.
Except as expressly provided in the immediately preceding sentence, any power of
stockholders of the corporation to call a special meeting is specifically
denied.

SECTION 7. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given which notice
shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date
of the meeting. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the corporation.

SECTION 8. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

SECTION 9. Effective as of the Trigger Date, and subject to the rights
of the holders of any series of preferred stock or any other series or class of
stock as set forth in the Certificate of

2.
<PAGE>

Incorporation to elect additional directors under specified circumstances, any
action required or permitted to be taken by the stockholders of the corporation
must be effected at an annual or special meeting of stockholders of the
corporation and may not be effected by any consent in writing by such
stockholders.

ARTICLE III

DIRECTORS

SECTION 1. The Board shall consist of one or more members, the number
thereof to be determined from time to time by resolution of the Board. The
directors need not be stockholders. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified; provided, however, that unless otherwise provided in the
Certificate of Incorporation or by law, any director or the entire Board of
Directors may be removed, either with or without cause, from the Board of
Directors at any meeting of stockholders by a majority of the stock represented
and entitled to vote thereat.

SECTION 2. Vacancies on the Board of Directors by reason of death,
resignation, retirement, disqualification, removal from office, or otherwise,
and newly created directorships resulting from any increase in the authorized
number of directors may be filed by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. The directors so
chosen shall hold office until the next annual election of directors and until
their successors are duly elected and shall qualify, unless sooner displaced.
If there are no directors in office, then an election of directors may be held
in the manner provided by statute. If, at the time of filing any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole Board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.

SECTION 3. The property and business of the corporation shall be
managed by or under the direction of its Board of Directors. In addition to the
powers and authorities by these By-Laws expressly conferred upon them, the Board
may exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 4. The directors may hold their meetings and have one or more
offices, and keep the books of the corporation outside of the State of Delaware.

SECTION 5. Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined
by the Board.

SECTION 6. Special meetings of the Board of Directors may be called by
the President on forty-eight hours' notice to each director, either personally
or by mail or by telegram; special

3.
<PAGE>

meetings shall be called by the President or the Secretary in like manner and on
like notice on the written request of two directors unless the Board consists of
only one director; in which case special meetings shall be called the President
or Secretary in like manner or on like notice on the written request of the sole
director.

SECTION 7. At all meetings of the Board of Directors a majority of the
authorized number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which there is a quorum, shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute, by the Certificate of Incorporation or by these By-Laws. If a quorum
shall not be present at any meeting of the Board of Directors the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present. If only one
director is authorized, such sole director shall constitute a quorum.

SECTION 8. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceeding of the Board or committee.

SECTION 9. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

COMMITTEES OF DIRECTORS

SECTION 10. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each such
committee to consist of one or more of the directors of the corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger of consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the By-Laws of the corporation; and,

4.
<PAGE>

unless the resolution or the Certificate of Incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

SECTION 11. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

COMPENSATION OF DIRECTORS

SECTION 12. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

INDEMNIFICATION

SECTION 13. (a) The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendre or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no such indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was

5.
<PAGE>

brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such Court
or Chancery or such other court shall deem proper.

(c) To the extent that a director, officer, employee or agent of the
corporation shall be successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

(d) Any indemnification under paragraphs (a) and (b) (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (a) and (b). Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

(e) Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding as authorized by the Board of Directors in
the manner provided in paragraph (d) upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Section 13.

(f) The indemnification provided by this Section 13 shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

(g) The Board of Directors may authorize, by a vote of a majority of
a quorum of the Board of Directors, the corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Section 13.

(h) For the purposes of this Section 13, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent

6.
<PAGE>

of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include service
as a director, officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer, employee or agent
with respect to an employee benefit plan, its participants or beneficiaries; and
a person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the corporation" as referred to in this section.

ARTICLE IV

OFFICERS

SECTION 1. The officers of this corporation shall be chosen by the
Board of Directors and shall include a President, a Secretary, and a Treasurer.
The corporation may also have at the discretion of the Board of Directors such
other officers as are desired, including a Chairman of the Board, one or more
Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and
such other officers as may be appointed in accordance with the provisions of
Section 3 hereof. In the event there are two or more Vice Presidents, then one
or more may be designated as Executive Vice President, Senior Vice President, or
other similar or dissimilar title. At the time of the election of officers, the
directors may by resolution determine the order of their rank. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-Laws otherwise provide.

SECTION 2. The Board of Directors, at its first meeting after each
annual meeting of stockholders, shall choose the officers of the corporation.

SECTION 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

SECTION 4. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

SECTION 5. The officers of the corporation shall hold office until
their successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. If the office of any
officer or officers becomes vacant for any reason, the vacancy shall be filled
by the Board of Directors.

7.
<PAGE>

CHAIRMAN OF THE BOARD

SECTION 6. The Chairman of the Board, if such an officer be elected,
shall, if present, preside at all meetings of the Board of Directors and
exercise and perform such other powers and duties as may be from time to time
assigned to him by the Board of Directors or prescribed by these By-Laws. If
there is no President, the Chairman of the Board shall in addition be the Chief
Executive Officer of the corporation and shall have the powers and duties
prescribed in Section 7 of this Article IV.

PRESIDENT AND CHIEF EXECUTIVE OFFICER

SECTION 7. Subject to such supervisory powers, if any, as may be given
by the Board of Directors to the Chairman of the Board, if there be such an
officer, the President shall be the Chief Executive Officer of the corporation
and shall, subject to the control of the Board of Directors, have general
supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the stockholders and, in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. He shall be an ex-officio member of all committees and
shall have the general powers and duties of management usually vested in the
office of President and Chief Executive Officer of corporations, and shall have
such other powers and duties as may be prescribed by the Board of Directors or
these By-Laws.

VICE PRESIDENTS

SECTION 8. In the absence or disability of the President, the Vice
Presidents in order of their rank as fixed by the Board of Directors, or if not
ranked, the Vice President designated by the Board of Directors, shall perform
all the duties of the President, and when so acting shall have all the powers of
and be subject to all the restrictions upon the President. The Vice Presidents
shall have such other duties as from time to time may be prescribed for them,
respectively, by the Board of Directors.

SECRETARY AND ASSISTANT SECRETARY

SECTION 9. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the Board of
Directors. He shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or these By-Laws. He shall keep
in safe custody the seal of the corporation, and when authorized by the Board,
affix the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of an Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.

SECTION 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, or if
there be no such determination, the Assistant Secretary designated by the Board
of Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and

8.
<PAGE>

shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

VICE PRESIDENT-FINANCE

SECTION 11. The Vice President-Finance shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys, and other valuable effects in the name and to the credit of
the corporation, in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Vice
President-Finance and of the financial condition of the corporation. If
required by the Board of Directors, he shall give the corporation a bond, in
such sum and with such surety or sureties as shall be satisfactory to the Board
of Directors, for the faithful performance of the duties of his office and for
the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.

SECTION 12. The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors, or
if there be no such determination, the Assistant Treasurer designated by the
Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

ARTICLE V

CERTIFICATES OF STOCK

SECTION 1. Every holder of stock of the corporation shall be entitled
to have a certificate signed by, or in the name of the corporation by, the
Chairman or Vice Chairman of the Board of Directors, or the President or a Vice
President, and by the Secretary or an Assistant Secretary, or the Vice
President-Finance or an Assistant Treasurer of the corporation, certifying the
number of shares represented by the certificate owned by such stockholder in the
corporation.

SECTION 2. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue.

SECTION 3. If the corporation shall be authorized to issue more than
one class of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualification,
limitations or restrictions of such preferences and/or rights shall be set forth
in full

9.
<PAGE>

or summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

LOST, STOLEN OR DESTROYED CERTIFICATES

SECTION 4. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

TRANSFERS OF STOCK

SECTION 5. Upon surrender to the corporation, or the transfer agent of
the corporation, of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

SECTION 6. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders, or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix a record date which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

SECTION 7. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim or
interest in such share on the part of any other person, whether or

10.
<PAGE>

not it shall have express or other notice thereof, save as expressly provided by
the laws of the State of Delaware.

ARTICLE VI

GENERAL PROVISIONS

DIVIDENDS

SECTION 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

SECTION 2. Before payment of any dividend there may be set aside out of
any funds or the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interests of the
corporation, and the directors may abolish any such reserve.

CHECKS

SECTION 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers as the Board of Directors may from
time to time designate.

FISCAL YEAR

SECTION 4. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

SEAL

SECTION 5. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

NOTICES

SECTION 6. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these By-Laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

11.
<PAGE>

SECTION 7. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
to be equivalent.

ANNUAL STATEMENT

SECTION 8. The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

ARTICLE VII

AMENDMENTS

SECTION 1. These By-laws may be altered, amended or repealed or new
By-Laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of if
notice of such alternation, amendment, repeal or adoption of new By-Laws be
contained in the notice of such special meeting. If the power to adopt, amend
or repeal By-Laws is conferred upon the Board of Directors by the Certificate of
Incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal By-laws.

12.

<PAGE>

BY-LAWS

LINKABIT WIRELESS, INC.

<PAGE>

TABLE OF CONTENTS

ARTICLE I OFFICES..............................................................1

Section 1. Registered Office..........................................1
Section 2. Other Offices..............................................1

ARTICLE II MEETINGS OF STOCKHOLDERS......................................1

Section 1. Place of Meetings..........................................1
Section 2. Annual Meeting of Stockholders.............................1
Section 3. Quorum; Adjourned Meetings and Notice Thereof..............1
Section 4. Voting.....................................................1
Section 5. Proxies....................................................2
Section 6. Special Meetings...........................................2
Section 7. Notice of Stockholder's Meetings...........................2
Section 8. Maintenance and Inspection of Stockholder List.............2
Section 9. No Stockholder Action by Written Consent...................2

ARTICLE III DIRECTORS..........................................................3

Section 1. The Number of Directors....................................3
Section 2. Vacancies..................................................3
Section 3. Powers.....................................................3
Section 4. Place of Directors' Meetings...............................3
Section 5. Regular Meetings...........................................3
Section 6. Special Meetings...........................................3
Section 7. Quorum.....................................................3
Section 8. Action Without Meeting.....................................4
Section 9. Telephonic Meetings........................................4
Section 10. Committees of Directors....................................4
Section 11. Minutes of Committee Meetings..............................5
Section 12. Compensation of Directors..................................5
Section 13. Indemnification............................................5

ARTICLE IV OFFICERS............................................................7

Section 1. Officers...................................................7
Section 2. Election of Officers.......................................7
Section 3. Subordinate Officers.......................................7
Section 4. Compensation of Officers...................................7
Section 5. Term of Office; Removal and Vacancies......................7
Section 6. Chairman of the Board......................................8
Section 7. President and Chief Executive Officer......................8
Section 8. Vice President.............................................8
Section 9. Secretary..................................................8
Section 10. Assistant Secretaries......................................8
Section 11. Vice President - Finance...................................9

1.
<PAGE>

Section 12. Assistant Treasurer........................................9

ARTICLE V CERTIFICATES OF STOCK.........................................9

Section 1. Certificates...............................................9
Section 2. Signatures on Certificates.................................9
Section 3. Statement of Stock Rights, Preferences, Privileges.........9
Section 4. Lost Certificates.........................................10
Section 5. Transfers of Stock........................................10
Section 6. Fixing Record Date........................................10
Section 7. Registered Stockholders...................................10

ARTICLE VI GENERAL PROVISIONS ..........................................11

Section 1. Dividends.................................................11
Section 2. Payment of Dividends; Directors' Duties...................11
Section 3. Checks....................................................11
Section 4. Fiscal Year...............................................11
Section 5. Corporate Seal............................................11
Section 6. Manager of Giving Notice..................................11
Section 7. Waiver of Notice..........................................12
Section 8. Annual Statements.........................................12

ARTICLE VII AMENDMENTS........................................................12

Section 1. Amendment by Directors or Stockholders....................12

<PAGE>

TITAN INFORMATION SYSTEMS CORPORATION

1997 STOCK OPTION PLAN

ADOPTED SEPTEMBER 29, 1997
APPROVED BY SOLE SHAREHOLDER SEPTEMBER 29, 1997
AMENDED DECEMBER 4, 1997

1. PURPOSES.

(a) The purpose of the Plan is to provide a means by which selected
Employees, Directors and Consultants of the Company and any Affiliate may be
given an opportunity to benefit from increases in value of the Class A common
stock of the Company ("Class A Common Stock") through the granting of (i)
Incentive Stock Options and (ii) Nonstatutory Stock Options.

(b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees, Directors or Consultants of the Company, to
secure and retain the services of new Employees, Directors and Consultants of
the Company and any Affiliate and to provide incentives for such persons to
exert maximum efforts for the success of the Company and any Affiliate.

(c) The Company intends that the Options issued under the Plan shall, in
the discretion of the Board or any Committee to which responsibility for
administration of the Plan has been delegated pursuant to subsection 3(c), be
either Incentive Stock Options and Nonstatutory Stock Options. All Options
shall be separately designated Incentive Stock Options or Nonstatutory Stock
Options at the time of grant, and in such form as issued pursuant to Section 6,
and a separate certificate or certificates will be issued for shares purchased
on exercise of each type of Option.

2. DEFINITIONS.

(a) "AFFILIATE" means any parent or subsidiary corporation, whether now or
hereafter existing, as those terms are defined in Sections 424(e) and (f),
respectively, of the Code.

(b) "BOARD" means the Board of Directors of the Company.

(d) "COMMITTEE" means a Committee appointed by the Board in accordance
with subsection 3(c) of the Plan.

(e) "COMPANY" means Titan Information Systems Corporation, a Delaware
corporation.

<PAGE>

(f) "CONSULTANT" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting services and who is compensated for
such services, provided that the term "Consultant" shall not include Directors
who are paid only a director's fee or who are not compensated for their services
as Directors.

(g) "CONTINUOUS SERVICE" means that the Optionee's service with the
Company or its Affiliate is not interrupted or terminated. The Optionee's
Continuous Service shall not be deemed to have terminated merely because of a
change in the capacity in which the Optionee renders service to the Company or
its Affiliate as an Employee, Consultant or Director, provided that there is no
interruption or termination of the Optionee's Continuous Service. For example,
a change in status from an Employee of the Company to a Consultant or a Director
of an Affiliate of the Company will not constitute an interruption of Continuous
Service as an Employee. The Board or the Chief Executive Officer of the
Company, in that party's sole discretion, may determine whether Continuous
Service shall be considered interrupted in the case of any leave of absence
approved by the Board or the Chief Executive Officer of the Company, including
sick leave, military leave, or any other personal leave. Unless waived by the
Board, in its sole discretion, Continuous Service shall be considered terminated
in the case of any transfer between the Company and any other subsidiary of the
Company's parent, The Titan Corporation, that is not also a subsidiary of the
Company.

(h) "COVERED EMPLOYEE" means the Chief Executive Officer and the four (4)
other highest compensated officers of the Company for whom total compensation is
required to be reported to shareholders under the Exchange Act, as determined
for purposes of Section 162(m) of the Code.

(i) "DIRECTOR" means a member of the Board of Directors of the Company or
an Affiliate.

(j) "DISABILITY" means the permanent and total disability of the Optionee
within the meaning of Section 22(e)(3) of the Code.

(k) "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company. Neither service as a
Director nor payment of a director's fee shall be sufficient to constitute
"employment" by the Company or an Affiliate.

(l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

(m) "FAIR MARKET VALUE" means, as of any date, the value of the Class A
Common Stock of the Company determined as follows (and in each case prior to the
Listing Date, in a manner consistent with Section 260.140.50 of Title 10 of the
California Code of Regulations):

<PAGE>
(i) If the Class A Common Stock is listed on any established
stock exchange, or traded on the Nasdaq National Market or the Nasdaq
SmallCap Market, the Fair Market Value of a share of Class A Common Stock
shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such exchange or market (or the exchange or
market with the greatest volume of trading in Class A Common Stock) on the
trading day prior to the day of determination, as reported in the Wall Street
Journal or such other source as the Board deems reliable;

(ii) In the absence of such markets for the Class A Common Stock, the
Fair Market Value shall be determined in good faith by the Board.

(n) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

(o) "LISTING DATE" means the first date upon which any security of the
Company is listed (or approved for listing) upon notice of issuance on any
securities exchange, or designated (or approved for designation) upon notice of
issuance as a national market security on an interdealer quotation system if
such securities exchange or interdealer quotation system has been certified in
accordance with the provisions of Section 25100(o) of the California Corporate
Securities Law of 1968.

(p) "NON-EMPLOYEE DIRECTOR" means a Director of the Company who either (i)
is not a current Employee or Officer of the Company or its parent or subsidiary,
does not receive compensation (directly or indirectly) from the Company or its
parent or subsidiary for services rendered as a consultant or in any capacity
other than as a Director (except for an amount as to which disclosure would not
be required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act), does not possess an interest in any other transaction as to
which disclosure would be required under Item 404(a) of Regulation S-K, and is
not engaged in a business relationship as to which disclosure would be required
under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a "non-
employee director" for purposes of Rule 16b-3.

(q) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.

(r) "OFFICER" means (i) prior to the Listing Date, any person designated
by the Company as an officer and (ii) from and after the Listing Date, a person
who is an officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder.

(s) "OPTION" means a stock option granted pursuant to the Plan.

<PAGE>

(t) "OPTION AGREEMENT" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan.

(u) "OPTIONEE" means a person to whom an Option is granted pursuant to the
Plan.

(v) "OUTSIDE DIRECTOR" means a Director of the Company who either (i) is
not a current employee of the Company or an "affiliated corporation" (within the
meaning of Treasury regulations promulgated under Section 162(m) of the Code),
is not a former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time, and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director, or (ii) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.

(w) "PLAN" means this Titan Information Systems Corporation 1997 Stock
Option Plan.

(x) "RULE 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3, as in effect when discretion is being exercised with respect to the
Plan.

(y) "SECURITIES ACT" means the Securities Act of 1933, as amended.

3. ADMINISTRATION.

(a) The Plan shall be administered by the Board unless and until the Board
delegates administration to a Committee, as provided in subsection 3(c).

(b) The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:

(i) To determine from time to time which of the persons eligible
under the Plan shall be granted Options; when and how each Option shall be
granted; whether an Option will be an Incentive Stock Option or a Nonstatutory
Stock Option; the provisions of each Option granted (which need not be
identical), including the time or times when a person shall be permitted to
receive stock pursuant to an Option; and the number of shares with respect to
which an Option shall be granted to each such person.

(ii) To construe and interpret the Plan and Options granted under it,
and to establish, amend and revoke rules and regulations for its administration.
The Board, in the exercise of this power, may correct any defect, omission or
inconsistency in the Plan

<PAGE>

or in any Option Agreement, in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective.

(iii) To amend the Plan or an Option as provided in Section 12.

(iv) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company which are not in conflict with the provisions of the Plan.

(c) The Board may delegate administration of the Plan to a Committee or
Committees of one or more members of the Board. In the discretion of the Board,
a Committee may consist solely of two or more Outside Directors, in accordance
with Code Section 162(m), or solely of two or more Non-Employee Directors, in
accordance with Rule 16b-3. If administration is delegated to a Committee, the
Committee shall have, in connection with the administration of the Plan, the
powers theretofore possessed by the Board (and references in this Plan to the
Board shall thereafter be to the Committee), subject, however, to such
resolutions, not inconsistent with the provisions of the Plan, as may be adopted
from time to time by the Board. The Board may abolish the Committee at any time
and revest in the Board the administration of the Plan. Notwithstanding
anything in this Section 3 to the contrary, the Board or the Committee may
delegate to a committee of one or more members of the Board the authority to
grant Options to eligible persons who (1) are not then subject to Section 16 of
the Exchange Act and/or (2) are either (i) not then Covered Employees and are
not expected to be Covered Employees at the time of recognition of income
resulting from such Option, or (ii) not persons with respect to whom the Company
wishes to comply with Section 162(m) of the Code.

4. SHARES SUBJECT TO THE PLAN.

(a) Subject to the provisions of Section 11 relating to adjustments upon
changes in stock, the stock that may be issued pursuant to Options shall not
exceed in the aggregate two million (2,000,000) shares of Class A Common Stock.
If any Option shall for any reason expire or otherwise terminate, in whole or in
part, without having been exercised in full, the stock not acquired under such
Option shall revert to and again become available for issuance under the Plan.

(b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

(c) Prior to the Listing Date, the total number of shares issuable upon
exercise of all outstanding Options and the total number of shares provided for
under any stock bonus or similar plan of the Company shall at no time exceed the
applicable percentage as calculated in accordance with the conditions and
exclusions of Section 260.140.45 of

<PAGE>

Title 10 of the California Code of Regulations, based on the shares of the
Company which are outstanding at the time the calculation is made.

5. ELIGIBILITY.

(a) Incentive Stock Options may be granted only to Employees of the
Company and its Affiliates. Nonstatutory Options may be granted to Employees,
Directors and Consultants of the Company and its Affiliates.

(b) Prior to the Listing Date, no person shall be eligible for the grant
of an Option if, at the time of grant, such person owns (or is deemed to own
pursuant to Section 424(d) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of any of its Affiliates unless the exercise price of such Option is at least
one hundred ten percent (110%) of the Fair Market Value of such stock at the
date of grant and the Option is not exercisable after the expiration of five (5)
years from the date of grant. After the Listing Date this provision shall apply
only to Incentive Stock Options.

(c) Subject to the provisions of Section 11 relating to adjustments upon
changes in stock, no person shall be eligible to be granted Options covering
more than five hundred thousand (500,000) shares of the Class A Common Stock in
any calendar year. This subsection 5(c) shall not apply prior to the Listing
Date and, following the Listing Date, shall not apply until (i) the earliest of:
(A) the first material modification of the Plan (including any increase to the
number of shares reserved for issuance under the Plan in accordance with Section
4); (B) the issuance of all of the shares of Class A Common Stock reserved for
issuance under the Plan; (C) the expiration of the Plan; or (D) the first
meeting of shareholders at which directors are to be elected that occurs after
the close of the third calendar year following the calendar year in which
occurred the first registration of an equity security under Section 12 of the
Exchange Act; or (ii) such other date required by Section 162(m) of the Code and
the rules and regulations promulgated thereunder.

6. OPTION PROVISIONS.

Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

(a) TERM. No Option shall be exercisable after the expiration of ten (10)
years from the date it was granted.

<PAGE>

(b) PRICE. The exercise price of each Incentive Stock Option shall be not
less than one hundred percent (100%) of the Fair Market Value of the stock
subject to the Option on the date the Option is granted, and the exercise price
of each Nonstatutory Stock Option shall be not less than eighty-five percent
(85%) of the Fair Market Value of the stock subject to the Option on the date
the Option is granted. Notwithstanding the foregoing, an Option may be granted
with an exercise price lower than that set forth in the preceding sentence if
such Option is granted pursuant to an assumption or substitution for another
option in a manner satisfying the provisions of Section 424(a) of the Code.

(c) CONSIDERATION. The purchase price of stock acquired pursuant to an
Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised, or (ii) at
the discretion of the Board, at the time of the grant of the Option, (A) by
delivery to the Company of other Class A Common Stock, (B) according to a
deferred payment or other arrangement (which may include, without limiting the
generality of the foregoing, the use of other Common Stock) with the person to
whom the Option is granted or to whom the Option is transferred pursuant to
subsection 6(d), or (C) in any other form of legal consideration that may be
acceptable to the Board; provided, however, that at any time that the Company is
incorporated in Delaware, then payment of the Class A Common Stock's "par
value," as defined in the Delaware General Corporation Law, shall not be made by
deferred payment.

In the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the minimum rate of
interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.

(d) TRANSFERABILITY. Prior to the Listing Date, an Option shall not be
transferable except by will or by the laws of descent and distribution, and
shall be exercisable during the lifetime of the person to whom the Option is
granted only by such person. A Nonstatutory Stock Option (but not an Incentive
Stock Option) that is granted after the Listing Date may be transferred to the
extent provided in the Option Agreement; provided that if the Option Agreement
does not expressly permit the transfer of a Nonstatutory Stock Option, the
Nonstatutory Stock Option shall not be transferable except by will, by the laws
of descent and distribution or pursuant to a domestic relations order satisfying
the requirements of Rule 16 of the Exchange Act and shall be exercisable during
the lifetime of the person to whom the Option is granted only by such person or
any transferee pursuant to a domestic relations order. Notwithstanding the
foregoing, the person to whom the Option is granted may, by delivering written
notice to the Company, in a form satisfactory to the Company, designate a third
party who, in the event of the death of the Optionee, shall thereafter be
entitled to exercise the Option.

<PAGE>

(e) VESTING. The total number of shares of stock subject to an Option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). The Option Agreement may provide that from time to time during
each of such installment periods, the Option may become exercisable ("vest")
with respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. The Option may be subject to such other terms and conditions on the
time or times when it may be exercised (which may be based on performance or
other criteria) as the Board may deem appropriate. Prior to the Listing Date
and to the extent required by applicable law, the vesting provisions of
individual Options may vary, but Options granted to persons other officers,
directors and consultants (within the meaning of Section 260.140.41 of Title 10
of the California Code of Regulations) in each case will provide for vesting of
at least twenty percent (20%) per year of the total number of shares subject to
the Option although vesting may be subject to reasonable conditions such as
continued employment. The provisions of this subsection 6(e) are subject to any
Option provisions governing the minimum number of shares as to which an Option
may be exercised.

(f) TERMINATION OF CONTINUOUS SERVICE. In the event an Optionee's
Continuous Service terminates (other than upon the Optionee's death or
disability), the Optionee may exercise his or her Option (to the extent that the
Optionee was entitled to exercise it at the date of termination) but only within
such period of time ending on the earlier of (i) the date three (3) months after
the termination of the Optionee's Continuous Service (or such longer or shorter
period specified in the Option Agreement, which shall not be less than thirty
(30) days unless such termination is for cause), or (ii) the expiration of the
term of the Option as set forth in the Option Agreement. If, after termination,
the Optionee does not exercise his or her Option within the time specified in
the Option Agreement, the Option shall terminate, and the shares covered by such
Option shall revert to and again become available for issuance under the Plan.

An Optionee's Option Agreement may also provide that, if the exercise of
the Option following the termination of the Optionee's Continuous Service (other
than upon the Optionee's death or disability) would be prohibited at any time
solely because the issuance of shares would violate the registration
requirements under the Securities Act, then the Option shall terminate on the
earlier of (i) the expiration of the term of the Option as described in
subsection 6(a) or (ii) the expiration of a period of three (3) months after the
termination of the Optionee's Continuous Service during which the exercise of
the Option would not be in violation of such registration requirements (if such
provisions would result in an extension of the time during which the Option may
be exercised beyond the period described in the first paragraph of this
subsection 6(f)).

<PAGE>

(g) DISABILITY OF OPTIONEE. In the event an Optionee's Continuous Service
terminates as a result of the Optionee's disability, the Optionee may exercise
his or her Option (to the extent that the Optionee was entitled to exercise it
at the date of termination), but only within such period of time ending on the
earlier of (i) the date twelve (12) months following such termination (or such
longer or shorter period specified in the Option Agreement, which, prior to the
Listing Date, in no event shall be less than six (6) months), or (ii) the
expiration of the term of the Option as set forth in the Option Agreement. If,
at the date of termination, the Optionee is not entitled to exercise his or her
entire Option, the shares covered by the unexercisable portion of the Option
shall revert to and again become available for issuance under the Plan. If,
after termination, the Optionee does not exercise his or her Option within the
time specified herein, the Option shall terminate, and the shares covered by
such Option shall revert to and again become available for issuance under the
Plan.

(h) DEATH OF OPTIONEE. In the event of the death of an Optionee during,
or within a period specified in the Option after the termination of, the
Optionee's Continuous Service, the Option may be exercised (to the extent the
Optionee was entitled to exercise the Option at the date of death or such longer
period specified in the Option) by the Optionee's estate, by a person who
acquired the right to exercise the Option by bequest or inheritance or by a
person designated to exercise the option upon the Optionee's death pursuant to
subsection 6(d), but only within the period ending on the earlier of (i) the
date twelve (12) months following the date of death (or such longer or shorter
period specified in the Option Agreement, which, prior to the Listing Date, in
no event shall be less than six (6) months), or (ii) the expiration of the term
of such Option as set forth in the Option Agreement. If, at the time of death,
the Optionee was not entitled to exercise his or her entire Option, the shares
covered by the unexercisable portion of the Option shall revert to and again
become available for issuance under the Plan. If, after death, the Option is
not exercised within the time specified herein, the Option shall terminate, and
the shares covered by such Option shall revert to and again become available for
issuance under the Plan.

(i) EARLY EXERCISE. The Option may, but need not, include a provision
whereby the Optionee may elect at any time before the Optionee's Continuous
Service terminates to exercise the Option as to any part or all of the shares
subject to the Option prior to the full vesting of the Option. Any unvested
shares so purchased may be subject to a repurchase right in favor of the Company
or to any other restriction the Board determines to be appropriate. If the
repurchase option described in this subsection 6(i) shall give the Company the
right to repurchase the shares upon termination of service at less than the fair
market value of the shares to be repurchased on the date of termination of
service, the right to repurchase shall lapse at the rate of at least twenty
percent (20%) of the shares per year over five (5) years from the date the
Option is granted (without respect to the date the Option was exercised or
became exercisable). The right to

<PAGE>

repurchase shall be exercised for cash or cancellation of purchase money
indebtedness for the shares within (A) ninety (90) days of termination of
Continuous Service or (B) such longer period as may be agreed to by the Company
and the Optionee (for example, for purposes of satisfying the requirements of
Section 1202(c)(3) of the Code (regarding "qualified small business stock")),
and the repurchase right must terminate when the Company's securities become
publicly traded within the meaning of Section 260.140.41 of Title 10 of the
California Code of Regulations. Options held by an officer, director or
consultant of the Company or an Affiliate within the meaning of Section
260.140.41 of Title 10 of the California Code of Regulations may be subject to
additional or greater restrictions.

(j) RIGHT OF REPURCHASE. The Option may, but need not, include a
provision whereby the Company may elect, prior to the Listing Date, to
repurchase all or any part of the vested shares exercised pursuant to the
Option. If the repurchase option described in this subsection 6(j) shall give
the Company the right to repurchase the shares upon termination of service at
less than the fair market value of the shares to be repurchased on the date of
termination of service, the right to repurchase shall lapse at the rate of at
least twenty percent (20%) of the shares per year over five (5) years from the
date the Option is granted (without respect to the date the Option was exercised
or became exercisable). The right to repurchase shall be exercised for cash or
cancellation of purchase money indebtedness for the shares within (A) ninety
(90) days of termination of Continuous Service or (B) such longer period as may
be agreed to by the Company and the Optionee (for example, for purposes of
satisfying the requirements of Section 1202(c)(3) of the Code (regarding
"qualified small business stock")), and the repurchase right must terminate when
the Company's securities become publicly traded within the meaning of Section
260.140.41 of Title 10 of the California Code of Regulations. Options held by
an officer, director or consultant of the Company or an Affiliate within the
meaning of Section 260.140.41 of Title 10 of the California Code of Regulations
may be subject to additional or greater restrictions.

(k) RIGHT OF FIRST REFUSAL. The Option may, but need not, include a
provision whereby the Company may elect, prior to the Listing Date, to exercise
a right of first refusal following receipt of notice from the Optionee of the
intent to transfer all or any part of the shares exercised pursuant to the
Option. Except as expressly provided in this subsection 6(k), such right of
first refusal shall otherwise comply with any applicable provisions of the
Bylaws of the Company. The right of first refusal provision described in this
subsection 6(k) shall be subject to the following limitations: Such right of
first refusal shall be exercised by the Company no more than thirty (30) days
following receipt of notice of the Optionee's intent to transfer shares and
shall be exercised as to all the shares the Optionee intends to transfer unless
the Optionee consents to exercise for less than all the shares offered. The
purchase of the shares following exercise shall be completed within thirty (30)
days of the Company's receipt of notice of the Optionee's

10.

<PAGE>

intent to transfer shares, or such longer period of time as has been offered by
the person to whom the Optionee intends to transfer the shares, or as may be
agreed to by the Company and the Optionee(for example, for purposes of
satisfying the requirements of Section 1202(c)(3) of the Code (regarding
"qualified small business stock").

(l) RE-LOAD OPTIONS. Without in any way limiting the authority of the
Board to make or not to make grants of Options hereunder, the Board shall have
the authority (but not an obligation) to include as part of any Option Agreement
a provision entitling the Optionee to a further Option (a "Re-Load Option") in
the event the Optionee exercises the Option evidenced by the Option Agreement,
in whole or in part, by surrendering other shares of Class A Common Stock in
accordance with this Plan and the terms and conditions of the Option Agreement.
Any such Re-Load Option (i) shall be for a number of shares equal to the number
of shares surrendered as part or all of the exercise price of such Option; (ii)
shall have an expiration date which is the same as the expiration date of the
Option the exercise of which gave rise to such Re-Load Option; and (iii) shall
have an exercise price which is equal to one hundred percent (100%) of the Fair
Market Value of the Class A Common Stock subject to the Re-Load Option on the
date of exercise of the original Option. Notwithstanding the foregoing, a Re-
Load Option which is an Incentive Stock Option and which is granted to a 10%
shareholder (as described in subsection 5(b)), shall have an exercise price
which is equal to one hundred ten percent (110%) of the Fair Market Value of the
stock subject to the Re-Load Option on the date of exercise of the original
Option and shall have a term which is no longer than five (5) years.

Any such Re-Load Option may be an Incentive Stock Option or a Nonstatutory
Stock Option, as the Board may designate at the time of the grant of the
original Option; PROVIDED, HOWEVER, that the designation of any Re-Load Option
as an Incentive Stock Option shall be subject to the one hundred thousand
dollars ($100,000) annual limitation on exercisability of Incentive Stock
Options described in subsection 10(e) of the Plan and in Section 422(d) of the
Code. There shall be no Re-Load Options on a Re-Load Option. Any such Re-Load
Option shall be subject to the availability of sufficient shares under
subsection 4(a) and shall be subject to such other terms and conditions as the
Board may determine which are not inconsistent with the express provisions of
the Plan regarding the terms of Options.

7. CANCELLATION AND RE-GRANT OF OPTIONS.

(a) The Board shall have the authority to effect, at any time and from
time to time, (i) the repricing of any outstanding Options under the Plan
and/or (ii) with the consent of any adversely affected holders of Options, the
cancellation of any outstanding Options under the Plan and the grant in
substitution therefor of new Options under the Plan covering the same or
different numbers of shares of stock. The exercise price per share shall be not
less than that specified under the Plan for newly granted Options.

11.

<PAGE>

Notwithstanding the foregoing, the Board may grant an Option with an exercise
price lower than that set forth above if such Option is granted as part of a
transaction to which Section 424(a) of the Code applies.

(b) Shares subject to an Option canceled under this Section 7 shall
continue to be counted against the maximum award of Options permitted to be
granted pursuant to subsection 5(c) of the Plan. The repricing of an Option
under this Section 7, resulting in a reduction of the exercise price, shall be
deemed to be a cancellation of the original Option and the grant of a substitute
Option; in the event of such repricing, both the original and the substituted
Options shall be counted against the maximum awards of Options permitted to be
granted pursuant to subsection 5(c) of the Plan. The provisions of this
subsection 7(b) shall be applicable only to the extent required by Section
162(m) of the Code.

8. COVENANTS OF THE COMPANY.

(a) During the terms of the Options, the Company shall keep available at
all times the number of shares of stock required to satisfy such Options.

(b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares under Options; provided, however, that this undertaking
shall not require the Company to register under the Securities Act the Plan, any
Option or any stock issued or issuable pursuant to any such Option. If, after
reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such Options unless and until such authority is obtained.

9. USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.

10. MISCELLANEOUS.

(a) Prior to the Listing Date and subject to any applicable provisions of
the California Corporate Securities Law of 1968 and related regulations relied
upon as a condition of issuing securities pursuant to the Plan, the Board shall
have the power to accelerate the time at which an Option may first be exercised
or the time during which an Option or any part thereof will vest,
notwithstanding the provisions in the Option stating the time at which it may
first be exercised or the time during which it will vest.

12.

<PAGE>

(b) Neither an Employee, Director or a Consultant nor any person to whom
an Option is transferred in accordance with the Plan shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
subject to such Option unless and until such person has satisfied all
requirements for exercise of the Option pursuant to its terms.

(c) Prior to the Listing Date and to the extent required by applicable
law, throughout the term of any Option, the Company shall deliver to the holder
of such Option, not later than one hundred twenty (120) days after the close of
each of the Company's fiscal years during the term of such Option, a balance
sheet and an income statement. This subsection 10(c) shall not apply (i) after
the Listing Date, or (ii) when issuance is limited to key employees whose duties
in connection with the Company assure them access to equivalent information.

(d) Nothing in the Plan or any instrument executed or Option granted
pursuant thereto shall confer upon any Employee, Consultant or other holder of
Options any right to continue in the employ of the Company or any Affiliate or
to continue serving as a Consultant or a Director, or shall affect the right of
the Company or any Affiliate to terminate the employment of any Employee with or
without notice and with or without cause, or the right to terminate the
relationship of any Consultant pursuant to the terms of such Consultant's
agreement with the Company or Affiliate or service as a Director pursuant to the
Company's Bylaws and, prior to the Listing Date and to the extent required by
applicable law, the provisions of the corporate law of the state in which the
Company is incorporated.

(e) To the extent that the aggregate Fair Market Value (determined at the
time of grant) of stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year under
all plans of the Company and its Affiliates exceeds one hundred thousand dollars
($100,000), the Options or portions thereof which exceed such limit (according
to the order in which they were granted) shall be treated as Nonstatutory Stock
Options.

(f) The Company may require any person to whom an Option is granted, or
any person to whom an Option is transferred in accordance with the Plan, as a
condition of exercising or acquiring stock under any Option, (1) to give written
assurances satisfactory to the Company as to such person's knowledge and
experience in financial and business matters and/or to employ a purchaser
representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters, and that he or she is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Option; and (2) to give written assurances satisfactory
to the Company stating that such person is acquiring the stock subject to the
Option for such person's own account and not with any present intention of
selling or

13.

<PAGE>

otherwise distributing the stock. The foregoing requirements, and any
assurances given pursuant to such requirements, shall be inoperative if (i) the
issuance of the shares upon the exercise or acquisition of stock under the
Option has been registered under a then currently effective registration
statement under the Securities Act, or (ii) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the stock.

(g) To the extent provided by the terms of an Option Agreement, the person
to whom an Option is granted may satisfy any federal, state or local tax
withholding obligation relating to the exercise or acquisition of stock under an
Option by any of the following means (in addition to the Company's right to
withhold from any compensation paid to such person by the Company) or by a
combination of such means: (1) tendering a cash payment; (2) authorizing the
Company to withhold shares from the shares of the Class A Common Stock otherwise
issuable to the participant as a result of the exercise or acquisition of stock
under the Option; or (3) delivering to the Company owned and unencumbered shares
of the Class A Common Stock of the Company.

11. ADJUSTMENTS UPON CHANGES IN STOCK.

(a) If any change is made in the stock subject to the Plan, or subject to
any Option, without the receipt of consideration by the Company (through merger,
consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by the
Company), the Plan will be appropriately adjusted in the class(es) and maximum
number of shares subject to the Plan pursuant to subsection 4(a) and the maximum
number of shares subject to award to any person during any calendar year
pursuant to subsection 5(c), and the outstanding Options will be appropriately
adjusted in the class(es) and number of shares and price per share of stock
subject to such outstanding Options. Such adjustments shall be made by the
Board, the determination of which shall be final, binding and conclusive. (The
conversion of any convertible securities of the Company shall not be treated as
a "transaction not involving the receipt of consideration by the Company".)

14.

<PAGE>

merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise; or (4) after the Listing Date, the
acquisition by any person, entity or group within the meaning of Section 13(d)
or 14(d) of the Exchange Act, or any comparable successor provisions (excluding
any employee benefit plan, or related trust, sponsored or maintained by the
Company or any Affiliate of the Company) of the beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable
successor rule) of securities of the Company representing at least fifty percent
(50%) of the combined voting power entitled to vote in the election of
directors, then (i) any surviving corporation or acquiring corporation shall
assume any Options outstanding under the Plan or shall substitute similar
Options (including an award to acquire the same consideration paid to the
shareholders in the transaction described in this subsection 11(b)) for those
outstanding under the Plan, or (ii) in the event any surviving corporation or
acquiring corporation refuses to assume such Options or to substitute similar
Options for those outstanding under the Plan, (A) with respect to Options held
by persons whose Continuous Service has not terminated, and subject to any
applicable provisions of the California Corporate Securities Law of 1968 and
related regulations relied upon as a condition of issuing securities pursuant to
the Plan, the vesting of such Options (and, if applicable, the time during which
such Options may be exercised) shall be accelerated prior to such event and the
Options terminated if not exercised (if applicable) after such acceleration and
at or prior to such event, and (B) with respect to any other Options outstanding
under the Plan, such Options shall be terminated if not exercised (if
applicable) prior to such event.

12. AMENDMENT OF THE PLAN AND OPTIONS.

(a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 11 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the shareholders of
the Company to the extent shareholder approval is necessary for the Plan to
satisfy the requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq or
securities exchange listing requirements.

(b) The Board may in its sole discretion submit any other amendment to the
Plan for shareholder approval, including, but not limited to, amendments to the
Plan intended to satisfy the requirements of Section 162(m) of the Code and the
regulations thereunder regarding the exclusion of performance-based compensation
from the limit on corporate deductibility of compensation paid to certain
executive officers.

(c) It is expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide eligible Employees
with the maximum benefits provided or to be provided under the provisions of the
Code and the

15.

<PAGE>

regulations promulgated thereunder relating to Incentive Stock Options and/or to
bring the Plan and/or Incentive Stock Options granted under it into compliance
therewith.

(d) Rights under any Option granted before amendment of the Plan shall not
be impaired by any amendment of the Plan unless (i) the Company requests the
consent of the person to whom the Option was granted and (ii) such person
consents in writing.

(e) The Board at any time, and from time to time, may amend the terms of
any one or more Options; provided, however, that the rights under any Option
shall not be impaired by any such amendment unless (i) the Company requests the
consent of the person to whom the Option was granted and (ii) such person
consents in writing.

13. TERMINATION OR SUSPENSION OF THE PLAN.

(a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on the day before the tenth (10th)
anniversary of the date the Plan is adopted by the Board or approved by the
shareholders of the Company, whichever is earlier. No Options may be granted
under the Plan while the Plan is suspended or after it is terminated.

(b) Rights and obligations under any Option granted while the Plan is in
effect shall not be impaired by suspension or termination of the Plan, except
with the consent of the person to whom the Option was granted.

14. EFFECTIVE DATE OF PLAN.

The Plan shall become effective on the date adopted by the Board, but no
Options granted under the Plan shall be exercised unless and until the Plan has
been approved by the shareholders of the Company, which approval shall be within
twelve (12) months before or after the date the Plan is adopted by the Board.

16.

<PAGE>

TITAN INFORMATION SYSTEMS CORPORATION
INCENTIVE STOCK OPTION

EXEMPT FROM QUALIFICATION UNDER
SECTION 25102(o) OF THE
CALIFORNIA CORPORATIONS CODE

_________________________, Optionee:

Titan Information Systems Corporation (the "Company"), pursuant to its 1997
Stock Option Plan (the "Plan"), has granted to you, the optionee named above, an
option to purchase shares of the common stock of the Company ("Common Stock").
This option is intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").

The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the employees,
directors and consultants of the Company and its Affiliates and is intended to
comply with the provisions of Rule 701 promulgated by the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). The grant of this option and the issuance of shares upon the
exercise of this option are also intended to be exempt from the securities
qualification requirements of the California Corporations Code pursuant to
Section 25102(o) of that code. Defined terms not explicitly defined in this
agreement but defined in the Plan shall have the same definitions as in the
Plan.

The details of your option are as follows:

1. TOTAL NUMBER OF SHARES SUBJECT TO THIS OPTION. The total number of
shares of Common Stock subject to this option is ____________________ (______).

2. VESTING.

(a) VESTING SCHEDULE. Subject to the limitations contained herein,
1/4th of the shares will vest (become exercisable) on ____________, 19__ (12
months after the date of the grant) and 1/4th of the shares will then vest each
year thereafter until either (i) the termination for any reason of your
Continuous Service to the Company or an Affiliate (as defined in the Plan) or
(ii) this option becomes fully vested.

(b) ACCELERATION OF VESTING UPON A "CHANGE IN CONTROL."
Notwithstanding subsection 2(a), if within two (2) years of the date of grant of
this option there is (i) a sale by Titan Corporation, the Company's parent
company, of all, or more than fifty percent (50%), of the capital stock of the
Company or (ii) a sale of all, or

<PAGE>

substantially all, of the assets of the Company (a "Change in Control" for
purposes of this option), then fifty percent (50%) of the then unvested shares
subject to this option will vest (become exercisable) prior to such Change in
Control.

(c) ACCELERATION OF VESTING UPON DEATH. Notwithstanding subsection
2(a), if your termination of Continuous Service is due to your death or your
death occurs within three (3) months following your termination of Continuous
Service, then an additional number of shares equal (to the nearest whole share)
to the lesser of (i) 1/4th of the total number of shares of Common Stock
initially subject to this option as specified in Section 1 or (ii) the remaining
number of unvested shares will vest (become exercisable).

3. EXERCISE PRICE AND METHOD OF PAYMENT.

(a) EXERCISE PRICE. The exercise price of this option is
_______________________ ($____) per share, being not less than the fair market
value of the Common Stock on the date of grant of this option.

(b) METHOD OF PAYMENT. Payment of the exercise price per share is
due in full upon exercise of all or any part of each installment which has
accrued to you. You may elect, to the extent permitted by applicable statutes
and regulations, to make payment of the exercise price under one of the
following alternatives:

(i) Payment of the exercise price per share in cash (including
check) at the time of exercise;

(ii) Provided that at the time of exercise the Company's Common
Stock is publicly traded and quoted regularly in the Wall Street Journal,
payment pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board which, prior to the issuance of Common Stock, results in
either the receipt of cash (or check) by the Company or the receipt of
irrevocable instructions to pay the aggregate exercise price to the Company from
the sales proceeds;

(iii) Provided that at the time of exercise the Company's Common
Stock is publicly traded and quoted regularly in the Wall Street Journal,
payment by delivery of already-owned shares of Common Stock, held for the period
required to avoid a charge to the Company's reported earnings, and owned free
and clear of any liens, claims, encumbrances or security interests, which Common
Stock shall be valued at its fair market value on the date of exercise; or

(iv) Payment by a combination of the methods of payment permitted
by subsection 3(b)(i) through 3(b)(iii) above.

<PAGE>

4. WHOLE SHARES. This option may not be exercised for any number of
shares which would require the issuance of anything other than whole shares.

5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, this option may not be exercised unless the shares issuable
upon exercise of this option are then registered under the Securities Act or, if
such shares are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Securities Act.

6. TERM. The term of this option commences on __________, 19__, the date
of grant, and expires at midnight on ______________________ (the "Expiration
Date," which date shall be no more than ten (10) years from date this option is
granted), unless this option expires sooner as set forth below or in the Plan.
In no event may this option be exercised on or after the Expiration Date. This
option shall terminate prior to the Expiration Date of its term as follows:
three (3) months after the termination of your Continuous Service unless one of
the following circumstances exists:

(a) Your termination of Continuous Service is due to your Disability.
This option will then expire on the earlier of the Expiration Date set forth
above or twelve (12) months following such termination of Continuous Service.
You should be aware that if your disability is not considered a permanent and
total disability within the meaning of Section 422(c)(6) of the Code, and you
exercise this option more than three (3) months following the date of your
termination of employment, your exercise will be treated for tax purposes as the
exercise of a "nonstatutory stock option" instead of an "incentive stock
option."

(b) Your termination of Continuous Service is due to your death or
your death occurs within three (3) months following your termination of
Continuous Service. This option will then expire on the earlier of the
Expiration Date set forth above or twelve (12) months after your death.

(c) If during any part of such three (3) month period you may not
exercise your option solely because of the condition set forth in Section 5
above, then your option will not expire until the earlier of the Expiration Date
set forth above or until this option shall have been exercisable for an
aggregate period of three (3) months after your termination of Continuous
Service.

However, this option may be exercised following termination of Continuous
Service only as to that number of shares as to which it was exercisable on the
date of termination of Continuous Service under the provisions of Section 2 of
this option.

In order to obtain the federal income tax advantages associated with an
"incentive stock option," the Code requires that at all times beginning on the
date of grant of the

<PAGE>

option and ending on the day three (3) months before the date of the option's
exercise, you must be an employee of the Company or an Affiliate of the Company,
except in the event of your death or permanent and total disability. The
Company has provided for continued vesting or extended exercisability of your
option under certain circumstances for your benefit, but cannot guarantee that
your option will necessarily be treated as an "incentive stock option" if you
provide services to the Company or an Affiliate of the Company as a consultant
or exercise your option more than three (3) months after the date your
employment with the Company and all Affiliates of the Company terminates.

7. EXERCISE.

(a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to the Plan four
(4) business days prior to the effective date of purchase of the shares.

(b) By exercising this option you agree that:

(i) as a precondition to the completion of any exercise of this
option, the Company may require you to enter an arrangement providing for the
payment by you to the Company of any tax withholding obligation of the Company
arising by reason of (1) the exercise of this option; (2) the lapse of any
substantial risk of forfeiture to which the shares are subject at the time of
exercise; or (3) the disposition of shares acquired upon such exercise;

(ii) you will notify the Company in writing within fifteen (15)
days after the date of any disposition of any of the shares of the Common Stock
issued upon exercise of this option that occurs within two (2) years after the
date of this option grant or within one (1) year after such shares of Common
Stock are transferred upon exercise of this option; and

(iii) the Company (or a representative of the underwriters) may,
in connection with the first underwritten registration of the offering of any
securities of the Company under the Securities Act, require that you not sell or
otherwise transfer or dispose of any shares of Common Stock or other securities
of the Company during such period (not to exceed one hundred eighty (180) days)
following the effective date (the "Effective Date") of the registration
statement of the Company filed under the Securities Act as may be requested by
the Company or the representative of the underwriters. You further agree that
the Company may impose stop-transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such period.

<PAGE>

8. TRANSFERABILITY. This option is not transferable, except by will or
by the laws of descent and distribution, and is exercisable during your life
only by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise this
option.

9. COMPANY'S OPTION TO REPURCHASE SHARES. Upon the termination of your
Continuous Service for any reason prior to the Listing Date (as defined in the
Plan), the Company shall have the option to repurchase all (but not less than
all) of the shares of stock which you have purchased pursuant to exercise of the
option and which you then hold (including any shares properly purchased
following such termination of Continuous Service). The repurchase price payable
by the Company if it exercises its repurchase option shall be the most recent
appraised value of the shares of stock to be repurchased, as determined by the
most recent appraisal value. The Company's repurchase option shall be
exercisable by giving written notice (accompanied by payment for the shares) to
you within ninety (90) calendar days after the later of such termination of
Continuous Service or a proper purchase of shares following such termination of
Continuous Service.

"Listing Date" is defined in the Plan as the first date upon which any
security of the Company is listed (or approved for listing) upon notice of
issuance on any securities exchange, or designated (or approved for designation)
upon notice of issuance as a national market security on an interdealer
quotation system if such securities exchange or interdealer quotation system has
been certified in accordance with the provisions of Section 25100(o) of the
California Corporate Securities Law of 1968.

10. COMPANY'S RIGHT OF FIRST REFUSAL.

(a) Prior to the Listing Date, there can be no valid transfer (as
hereinafter defined) of any shares of stock purchased on exercise of the option,
or any interest in such shares, by any holder of such shares or interests unless
such transfer is solely for cash consideration and is made in compliance with
the following provisions:

(i) Before there can be a valid transfer of any shares or any
interest therein, the record holder of the shares to be transferred (the
"Offered Shares") shall give written notice (by registered or certified mail) to
the Company. Such notice shall specify the identity of the proposed transferee,
the cash price offered for the Offered Shares by the proposed transferee and the
other terms and conditions of the proposed transfer. The date such notice is
mailed shall be hereinafter referred to as the "notice date" and the record
holder of the Offered Shares shall be hereinafter referred to as the "Offeror."

(ii) For a period of thirty (30) calendar days after the notice
date, the Company shall have the option to purchase all (but not less than all)
of the Offered

<PAGE>

Shares at the purchase price and on the terms set forth in subsection
10(a)(iii). This option shall be exercisable by the Company by mailing (by
registered or certified mail) written notice of exercise to the Offeror prior to
the end of said thirty (30) days.

(iii) The price at which the Company may purchase the Offered
Shares pursuant to the exercise of such option shall be the cash price offered
for the Offered Shares by the proposed transferee (as set forth in the notice
required under subsection 10(a)(i). The Company's notice of exercise of such
option shall be accompanied by full payment for the Offered Shares and, upon
such payment by the Company, the Company shall acquire full right, title and
interest to all of the Offered Shares.

(iv) If, and only if, the option given pursuant to subsection
10(a)(ii) is not exercised, the transfer proposed in the notice given pursuant
to subsection 10(a)(i) may take place; provided, however, that such transfer
must, in all respects, be exactly as proposed in said notice except that such
transfer may not take place either before the tenth (10th) calendar day after
the expiration of said 30-day option exercise period or after the ninetieth
(90th) calendar day after the expiration of said 30-day option exercise period,
and if such transfer has not taken place prior to said ninetieth (90th) day,
such transfer may not take place without once again complying with subsection
10(a).

(b) As used in this Section 10, the term "transfer" means any sale,
encumbrance, pledge, gift or other form of disposition or transfer of shares of
the Company's stock or any legal or equitable interest therein; provided,
however, that the term "transfer" does not include a transfer of such shares or
interests by will or by the applicable laws of descent and distribution or a
gift of such shares if the donee agrees to be bound by the provisions of this
Section 10.

(c) None of the shares of the Company's stock purchased on exercise
of the option shall be transferred on the Company's books nor shall the Company
recognize any such transfer of any such shares or any interest therein unless
and until all applicable provisions of this Section 10 have been complied with
in all respects. The certificates of stock evidencing shares of stock purchased
on exercise of the option shall bear an appropriate legend referring to the
transfer restrictions imposed by this Section 10 and to the repurchase option
provided for in Section 9.

11. OPTION NOT A SERVICE CONTRACT. This option is not an employment
contract and nothing in this option shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the Company
or an Affiliate, or of the Company or an Affiliate to continue your employment.
In addition, nothing in this option shall obligate the Company or any Affiliate
of the Company, or their respective

<PAGE>

shareholders, Board of Directors, officers or employees to continue any
relationship which you might have as a Director or Consultant for the Company or
Affiliate.

12. NOTICES. Any notices provided for in this option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the address
specified below or at such other address as you hereafter designate by written
notice to the Company in care of its Secretary.

13. GOVERNING PLAN DOCUMENT. This option is subject to all the provisions
of the Plan, a copy of which is attached hereto and its provisions are hereby
made a part of this option, including without limitation the provisions of
Section 6 of the Plan relating to option provisions, and is further subject to
all interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted pursuant to the Plan. In the event of any
conflict between the provisions of this option and those of the Plan, the
provisions of the Plan shall control.

Dated the ____ day of __________________, 19__.

Very truly yours,

TITAN INFORMATION SYSTEMS
CORPORATION

By
-------------------------------------
Secretary of the Company, duly
authorized on behalf of the Board of
Directors

ATTACHMENTS:

Titan Information Systems Corporation 1997 Stock Option Plan
Notice of Exercise

<PAGE>

The undersigned:

(a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan; and

(b) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionee and the Company
and its Affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of (i) the options previously granted and delivered to the undersigned
under stock option plans of the Company, and (ii) the following agreements only:

NONE
-----------
(Initial)
OTHER
--------------------------------
--------------------------------
--------------------------------

----------------------------------
OPTIONEE

Address:
--------------------------
--------------------------

<PAGE>

TITAN INFORMATION SYSTEMS CORPORATION
NONSTATUTORY STOCK OPTION

EXEMPT FROM QUALIFICATION UNDER
SECTION 25102(o) OF THE
CALIFORNIA CORPORATIONS CODE

_________________________, Optionee:

Titan Information Systems Corporation (the "Company"), pursuant to its 1997
Stock Option Plan (the "Plan"), has granted to you, the optionee named above, an
option to purchase shares of the common stock of the Company ("Common Stock").
This option is not intended to qualify as and will not be treated as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").

The details of your option are as follows:

1. TOTAL NUMBER OF SHARES SUBJECT TO THIS OPTION. The total number of
shares of Common Stock subject to this option is ____________________ (______).

2. VESTING.

(b) ACCELERATION OF VESTING UPON A "CHANGE IN CONTROL."
Notwithstanding subsection 2(a), if within two (2) years of the date of grant of
this option

1.
<PAGE>

there is (i) a sale by Titan Corporation, the Company's parent company, of all,
or more than fifty percent (50%), of the capital stock of the Company or (ii) a
sale of all, or substantially all, of the assets of the Company (a "Change in
Control" for purposes of this option), then fifty percent (50%) of the then
unvested shares subject to this option will vest (become exercisable) prior to
such Change in Control.

3. EXERCISE PRICE AND METHOD OF PAYMENT.

(a) EXERCISE PRICE. The exercise price of this option is
_______________________ ($____) per share, being not less than 85% of the fair
market value of the Common Stock on the date of grant of this option.

(i) Payment of the exercise price per share in cash
(including check) at the time of exercise;

(ii) Provided that at the time of exercise the Company's
Common Stock is publicly traded and quoted regularly in the Wall Street Journal,
payment pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board which, prior to the issuance of Common Stock, results in
either the receipt of cash (or check) by the Company or the receipt of
irrevocable instructions to pay the aggregate exercise price to the Company from
the sales proceeds;

(iii) Provided that at the time of exercise the Company's
Common Stock is publicly traded and quoted regularly in the Wall Street Journal,
payment by delivery of already-owned shares of Common Stock, held for the period
required to avoid a charge to the Company's reported earnings, and owned free
and clear of any liens, claims, encumbrances or security interests, which Common
Stock shall be valued at its fair market value on the date of exercise; or

(iv) Payment by a combination of the methods of payment
permitted by subsection 3(b)(i) through 3(b)(iii) above.

2.
<PAGE>

4. WHOLE SHARES. This option may not be exercised for any number of
shares which would require the issuance of anything other than whole shares.

7. EXERCISE.

3.
<PAGE>

the Company may then require pursuant to the Plan four (4) business days prior
to the effective date of purchase of the shares.

(b) By exercising this option you agree that:

(i) as a precondition to the completion of any exercise of
this option, the Company may require you to enter an arrangement providing for
the payment by you to the Company of any tax withholding obligation of the
Company arising by reason of (1) the exercise of this option; (2) the lapse of
any substantial risk of forfeiture to which the shares are subject at the time
of exercise; or (3) the disposition of shares acquired upon such exercise; and

(ii) the Company (or a representative of the underwriters)
may, in connection with the first underwritten registration of the offering of
any securities of the Company under the Securities Act, require that you not
sell or otherwise transfer or dispose of any shares of Common Stock or other
securities of the Company during such period (not to exceed one hundred eighty
(180) days) following the effective date (the "Effective Date") of the
registration statement of the Company filed under the Securities Act as may be
requested by the Company or the representative of the underwriters. You further
agree that the Company may impose stop-transfer instructions with respect to
securities subject to the foregoing restrictions until the end of such period.

"Listing Date" is defined in the Plan as the first date upon which any
security of the Company is listed (or approved for listing) upon notice of
issuance on any securities

4.
<PAGE>

exchange, or designated (or approved for designation) upon notice of issuance as
a national market security on an interdealer quotation system if such securities
exchange or interdealer quotation system has been certified in accordance with
the provisions of Section 25100(o) of the California Corporate Securities Law of
1968.

10. COMPANY'S RIGHT OF FIRST REFUSAL.

(ii) For a period of thirty (30) calendar days after the
notice date, the Company shall have the option to purchase all (but not less
than all) of the Offered Shares at the purchase price and on the terms set forth
in subsection 10(a)(iii). This option shall be exercisable by the Company by
mailing (by registered or certified mail) written notice of exercise to the
Offeror prior to the end of said thirty (30) days.

5.
<PAGE>

exercise period, and if such transfer has not taken place prior to said
ninetieth (90th) day, such transfer may not take place without once again
complying with subsection 10(a).

Dated the ____ day of __________________, 19__.

Very truly yours,

6.
<PAGE>

TITAN INFORMATION SYSTEMS
CORPORATION

By
--------------------------------
Secretary of the Company, duly
authorized on behalf of the
Board of Directors

ATTACHMENTS:
Titan Information Systems Corporation 1997 Stock Option Plan
Notice of Exercise

7.
<PAGE>

The undersigned:

NONE
------------------
(Initial)

OTHER
-------------------------------

-------------------------------

-----------------------------------
OPTIONEE

Address:
---------------------------

---------------------------

<PAGE>

LINKABIT WIRELESS, INC
EMPLOYEE STOCK PURCHASE PLAN

ADOPTED DECEMBER 2, 1997

1. PURPOSE.

(a) The purpose of this Employee Stock Purchase Plan (the "Plan") is to provide
a means by which employees of Linkabit Wireless, Inc., a Delaware corporation
(the "Company"), and its Affiliates, as defined in subparagraph 1(b), which are
designated as provided in subparagraph 2(b), may be given an opportunity to
purchase stock of the Company.

(b) The word "Affiliate" as used in the Plan means any parent corporation or
subsidiary corporation of the Company, as those terms are defined in Sections
424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended
(the "Code").

(c) The Company, by means of the Plan, seeks to retain the services of its
employees, to secure and retain the services of new employees, and to provide
incentives for such persons to exert maximum efforts for the success of the
Company.

(d) The Company intends that the rights to purchase stock of the Company
granted under the Plan be considered options issued under an "employee stock
purchase plan" as that term is defined in Section 423(b) of the Code.

2. ADMINISTRATION.

(a) The Plan shall be administered by the Board of Directors (the "Board") of
the Company unless and until the Board delegates administration to a Committee,
as provided in subparagraph 2(c). Whether or not the Board has delegated
administration, the Board shall have the final power to determine all questions
of policy and expediency that may arise in the administration of the Plan.

(b) The Board shall have the power, subject to, and within the limitations of,
the express provisions of the Plan:

(i) To determine when and how rights to purchase stock of the
Company shall be granted and the provisions of each offering of such rights
(which need not be identical).

(ii) To designate from time to time which Affiliates of the Company
shall be eligible to participate in the Plan.

(iii) To construe and interpret the Plan and rights granted under it,
and to establish, amend and revoke rules and regulations for its administration.
The Board, in the exercise of this power, may correct any defect, omission or
inconsistency in the Plan, in a manner and to the extent it shall deem necessary
or expedient to make the Plan fully effective.

1.
<PAGE>

(iv) To amend the Plan as provided in paragraph 13.

(v) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company and its Affiliates.

(c) The Board may delegate administration of the Plan to a Committee composed
of not fewer than two (2) members of the Board (the "Committee"). If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.

3. SHARES SUBJECT TO THE PLAN.

(a) Subject to the provisions of paragraph 12 relating to adjustments upon
changes in stock, the stock that may be sold pursuant to rights granted under
the Plan shall not exceed in the aggregate one million six hundred sixty-six
thousand six hundred sixty-seven (1,666,667) shares of the Company's Class A
Common Stock (the "Class A Common Stock"). If any right granted under the Plan
shall for any reason terminate without having been exercised, the Class A Common
Stock not purchased under such right shall again become available for the Plan.

(b) The stock subject to the Plan may be unissued shares or reacquired shares,
bought on the market or otherwise.

4. GRANT OF RIGHTS; OFFERING.

(a) The Board or the Committee may from time to time grant or provide for the
grant of rights to purchase Class A Common Stock of the Company under the Plan
to eligible employees (an "Offering") on a date or dates (the "Offering
Date(s)") selected by the Board or the Committee. Each Offering shall be in
such form and shall contain such terms and conditions as the Board or the
Committee shall deem appropriate, which shall comply with the requirements of
Section 423(b)(5) of the Code that all employees granted rights to purchase
stock under the Plan shall have the same rights and privileges. The provisions
of separate Offerings need not be identical, but each Offering shall include
(through incorporation of the provisions of this Plan by reference in the
Offering or otherwise) the period during which the Offering shall be effective,
which period shall not exceed twenty-seven (27) months beginning with the
Offering Date, and the substance of the provisions contained in paragraphs 5
through 8, inclusive.

(b) If an employee has more than one right outstanding under the Plan, unless
he or she otherwise indicates in agreements or notices delivered hereunder:
(1) each agreement or notice delivered by that employee will be deemed to apply
to all of his or her rights under the Plan, and (2) a right with a lower
exercise price (or an earlier-granted right, if two rights have identical
exercise prices), will be exercised to the fullest possible extent before a
right with a higher exercise price (or a later-granted right, if two rights have
identical exercise prices) will be exercised.

2.
<PAGE>

5. ELIGIBILITY.

(a) Rights may be granted only to employees of the Company or, as the Board or
the Committee may designate as provided in subparagraph 2(b), to employees of
any Affiliate of the Company. An employee of the Company or any Affiliate shall
not be eligible to be granted rights under the Plan, unless, on the Offering
Date, such employee is in the employ of the Company or any designated Affiliate
and has been in the employ of the Company or any designated Affiliate for such
continuous period preceding such grant as the Board or the Committee may
require, but in no event shall the required period of continuous employment be
greater than two (2) years. In addition, unless otherwise determined by the
Board or the Committee and set forth in the terms of the applicable Offering, no
employee of the Company or any Affiliate shall be eligible to be granted rights
under the Plan, unless, on the Offering Date, such employee's customary
employment with the Company or such Affiliate is for at least twenty (20) hours
per week and at least five (5) months per calendar year.

(b) Each person who, during the course of an Offering, first becomes an
eligible employee of the Company or designated Affiliate shall not be eligible
to be granted rights under such Offering.

(c) No employee shall be eligible for the grant of any rights under the Plan
if, immediately after any such rights are granted, such employee owns stock
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or of any Affiliate. For purposes of
this subparagraph 5(c), the rules of Section 424(d) of the Code shall apply in
determining the stock ownership of any employee, and stock which such employee
may purchase under all outstanding rights and options shall be treated as stock
owned by such employee.

(d) An eligible employee may be granted rights under the Plan only if such
rights, together with any other rights granted under "employee stock purchase
plans" of the Company and any Affiliates, as specified by Section 423(b)(8) of
the Code, do not permit such employee's rights to purchase stock of the Company
or any Affiliate to accrue at a rate which exceeds twenty-five thousand dollars
($25,000) of fair market value of such stock (determined at the time such rights
are granted) for each calendar year in which such rights are outstanding at any
time.

(e) Officers of the Company and any designated Affiliate shall be eligible to
participate in Offerings under the Plan, provided, however, that the Board may
provide in an Offering that certain employees who are highly compensated
employees within the meaning of Section 423(b)(4)(D) of the Code shall not be
eligible to participate.

6. RIGHTS; PURCHASE PRICE.

(a) On each Offering Date, each eligible employee, pursuant to an Offering made
under the Plan, shall be granted the right to purchase up to the number of
shares of Class A Common Stock of the Company purchasable with a percentage
designated by the Board or the Committee not exceeding fifteen percent (15%) of
such employee's Earnings (as defined in subparagraph 7(a)) during the period
which begins on the Offering Date (or such later date as the Board or the

3.
<PAGE>

Committee determines for a particular Offering) and ends on the date stated in
the Offering, which date shall be no later than the end of the Offering. The
Board or the Committee shall establish one or more dates during an Offering (the
"Purchase Date(s)") on which rights granted under the Plan shall be exercised
and purchases of Class A Common Stock effected in accordance with such Offering.

(b) In connection with each Offering made under this Plan, the Board or the
Committee shall specify a maximum number of shares which may be purchased by any
employee as well as a maximum aggregate number of shares which may be purchased
by all eligible employees pursuant to such Offering. In addition, in connection
with each Offering which contains more than one Purchase Date, the Board or the
Committee may specify a maximum aggregate number of shares which may be
purchased by all eligible employees on any given Purchase Date under the
Offering. If the aggregate purchase of shares upon exercise of rights granted
under the Offering would exceed any such maximum aggregate number, the Board or
the Committee shall make a pro rata allocation of the shares available in as
nearly a uniform manner as shall be practicable and as it shall deem to be
equitable.

(i) an amount equal to eighty-five percent (85%) of the fair market
value of the stock on the Offering Date; or

(ii) an amount equal to eighty-five percent (85%) of the fair market
value of the stock on the Purchase Date.

(d) As used in this Plan, "fair market value" means, as of any date, the value
of the Class A Common Stock of the Company determined as follows:

(i) If the Class A Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market, the fair market value of a share of Class A Common Stock shall
be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in Class A Common Stock) on the last market trading
day prior to the day of determination, as reported in the Wall Street Journal or
such other source as the Board deems reliable;

(ii) If the Class A Common Stock is quoted on Nasdaq (but not on the
National Market thereof) or is regularly quoted by a recognized securities
dealer but selling prices are not reported, the fair market value of a share of
Class A Common Stock shall be the mean between the bid and asked prices for the
Class A Common Stock on the last market trading day prior to the day of
determination, as reported in the Wall Street Journal or such other source as
the Board deems reliable;

(iii) In the absence of an established market for the Class A Common
Stock, the fair market value shall be determined in good faith by the Board.

4.
<PAGE>

7. PARTICIPATION; WITHDRAWAL; TERMINATION; TRANSFERABILITY.

(a) An eligible employee may become a participant in the Plan pursuant to an
Offering by delivering a participation agreement to the Company within the time
specified in the Offering, in such form as the Company provides; provided,
however, that an eligible employee shall not be entitled to participate in more
than one (1) Offering at any time. Each such agreement shall authorize payroll
deductions of up to the maximum percentage specified by the Board or the
Committee of such employee's Earnings during the Offering. "Earnings" is
defined as an employee's regular salary or wages (including amounts thereof
elected to be deferred by the employee, that would otherwise have been paid,
under any cash or deferred arrangement established by the Company), which shall
include bonuses and overtime pay, but shall exclude commissions, incentive pay,
profit sharing, other remuneration paid directly to the employee, the cost of
employee benefits paid for by the Company or an Affiliate, education or tuition
reimbursements, imputed income arising under any group insurance or benefit
program, traveling expenses, business and moving expense reimbursements, income
received in connection with stock options, contributions made by the Company or
an Affiliate under any employee benefit plan, and similar items of compensation.
The payroll deductions made for each participant shall be credited to an account
for such participant under the Plan and shall be deposited with the general
funds of the Company or an Affiliate. A participant may reduce (including to
zero) or increase such payroll deductions after the beginning of any Offering
only as provided for in the Offering. A participant may make additional
payments into his or her account only if specifically provided for in the
Offering and only if and to the extent the participant has not had the maximum
amount withheld during the Offering.

(b) At any time during an Offering, a participant may terminate his or her
payroll deductions under the Plan and withdraw from the Offering by delivering
to the Company a notice of withdrawal in such form as the Company provides.
Such withdrawal may be elected at any time prior to the end of the Offering
except as provided by the Board or the Committee in the Offering. Upon such
withdrawal from the Offering by a participant, the Company shall distribute to
such participant all of his or her accumulated payroll deductions (reduced to
the extent, if any, such deductions have been used to acquire stock for the
participant) under the Offering, without interest, and such participant's
interest in that Offering shall be automatically terminated. A participant's
withdrawal from an Offering will have no effect upon such participant's
eligibility to participate in any other Offerings under the Plan but such
participant will be required to deliver a new participation agreement in order
to participate in subsequent Offerings under the Plan. A reduction of payroll
deductions to zero shall not, by itself, constitute a withdrawal from an
Offering.

(c) Rights granted pursuant to any Offering under the Plan shall terminate
immediately upon cessation of any participating employee's employment with the
Company and any designated Affiliate, for any reason, and the Company shall
distribute to such terminated employee all of his or her accumulated payroll
deductions (reduced to the extent, if any, such deductions have been used to
acquire stock for the terminated employee), under the Offering, without
interest.

5.
<PAGE>

(d) Rights granted under the Plan shall not be transferable, and, except as
provided in paragraph 14, shall be exercisable only by the person to whom such
rights are granted.

(e) Shares of Class A Common Stock purchased under the Plan may not be
assigned, transferred, pledged or otherwise disposed of until after completion
of six full calendar months following the Purchase Date (defined in paragraph 8
below) on which such shares of Class A Common Stock are acquired.

8. EXERCISE.

(a) On each date specified therefor in the relevant Offering ("Purchase Date"),
each participant's accumulated payroll deductions and other additional payments
specifically provided for in the Offering (without any increase for interest)
will be applied to the purchase of whole shares of stock of the Company, up to
the maximum number of shares permitted pursuant to the terms of the Plan and the
applicable Offering, at the purchase price specified in the Offering. No
fractional shares shall be issued upon the exercise of rights granted under the
Plan. The amount, if any, of accumulated payroll deductions remaining in each
participant's account after the purchase of shares which is less than the amount
required to purchase one share of stock on the final Purchase Date of an
Offering shall be held in each such participant's account for the purchase of
shares under the next Offering under the Plan, unless such participant does not
elect to participate in such next Offering, or withdraws from such next Offering
as provided in subparagraph 7(b), or is no longer eligible to be granted rights
under the Plan as provided in paragraph 5, in which case such amount shall be
distributed to the participant after such final Purchase Date, without interest.
The amount, if any, of accumulated payroll deductions remaining in any
participant's account after the purchase of shares which is equal to the amount
required to purchase whole shares of stock on the final Purchase Date of an
Offering shall be distributed in full to the participant after such Purchase
Date, without interest.

(b) No rights granted under the Plan may be exercised to any extent unless the
Plan (including rights granted thereunder) is covered by an effective
registration statement pursuant to the Securities Act of 1933, as amended (the
"Securities Act") and the Plan is in material compliance with all applicable
state, foreign and other securities and other laws applicable to the Plan. If
on a Purchase Date in any Offering hereunder the Plan is not so registered, no
rights granted under the Plan or any Offering shall be exercised on such
Purchase Date, and the Purchase Date shall be delayed until the Plan is subject
to such an effective registration statement and in such compliance, except that
the Purchase Date shall not be delayed more than twelve (12) months and the
Purchase Date shall in no event be more than twenty-seven (27) months from the
Offering Date. If on the Purchase Date of any Offering hereunder, as delayed to
the maximum extent permissible, the Plan is not registered and in such
compliance, no rights granted under the Plan or any Offering shall be exercised
and all payroll deductions accumulated during the Offering (reduced to the
extent, if any, such deductions have been used to acquire stock) shall be
distributed to the participants, without interest.

6.
<PAGE>

9. COVENANTS OF THE COMPANY.

(a) During the terms of the rights granted under the Plan, the Company shall
keep available at all times the number of shares of stock required to satisfy
such rights.

(b) The Company shall seek to obtain from each regulatory commission or agency
having jurisdiction over the Plan such authority as may be required to issue and
sell shares of stock upon exercise of the rights granted under the Plan. If,
after reasonable efforts, the Company is unable to obtain from any such
regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell stock
upon exercise of such rights unless and until such authority is obtained.

10. USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of stock pursuant to rights granted under the Plan
shall constitute general funds of the Company.

11. RIGHTS AS A STOCKHOLDER.

A participant shall not be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares subject to rights granted
under the Plan unless and until the participant's stockholdings acquired upon
exercise of rights under the Plan are recorded in the books of the Company.

12. ADJUSTMENTS UPON CHANGES IN STOCK.

(a) If any change is made in the stock subject to the Plan, or subject to any
rights granted under the Plan (through merger, consolidation, reorganization,
recapitalization, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or otherwise), the Plan and outstanding rights will be
appropriately adjusted in the class(es) and maximum number of shares subject to
the Plan and the class(es) and number of shares and price per share of stock
subject to outstanding rights.

(b) In the event of: (1) a dissolution or liquidation of the Company; (2) a
merger or consolidation in which the Company is not the surviving corporation;
(3) a reverse merger in which the Company is the surviving corporation but the
shares of the Company's Class A Common Stock outstanding immediately preceding
the merger are converted by virtue of the merger into other property, whether in
the form of securities, cash or otherwise; or (4) any other capital
reorganization in which more than fifty percent (50%) of the shares of the
Company entitled to vote are exchanged, then, as determined by the Board in its
sole discretion (i) any surviving corporation may assume outstanding rights or
substitute similar rights for those under the Plan, (ii) such rights may
continue in full force and effect, or (iii) participants' accumulated payroll
deductions may be used to purchase Class A Common Stock immediately prior to the
transaction described above and the participants' rights under the ongoing
Offering terminated.

7.
<PAGE>

13. AMENDMENT OF THE PLAN.

(a) The Board at any time, and from time to time, may amend the Plan. However,
except as provided in paragraph 12 relating to adjustments upon changes in
stock, no amendment shall be effective unless approved by the stockholders of
the Company within twelve (12) months before or after the adoption of the
amendment, where the amendment will:

(i) Increase the number of shares reserved for rights under the
Plan;

(ii) Modify the provisions as to eligibility for participation in
the Plan (to the extent such modification requires stockholder approval in order
for the Plan to obtain employee stock purchase plan treatment under Section 423
of the Code or to comply with the requirements of Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, as amended ("Rule 16b-3")); or

(iii) Modify the Plan in any other way if such modification requires
stockholder approval in order for the Plan to obtain employee stock purchase
plan treatment under Section 423 of the Code or to comply with the requirements
of Rule 16b-3.

It is expressly contemplated that the Board may amend the Plan in any respect
the Board deems necessary or advisable to provide eligible employees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to employee stock purchase plans
and/or to bring the Plan and/or rights granted under it into compliance
therewith.

(b) Rights and obligations under any rights granted before amendment of the
Plan shall not be impaired by any amendment of the Plan, except with the consent
of the person to whom such rights were granted or except as necessary to comply
with any laws or governmental regulation.

14. DESIGNATION OF BENEFICIARY.

(a) A participant may file a written designation of a beneficiary who is to
receive any shares and cash, if any, from the participant's account under the
Plan in the event of such participant's death subsequent to the end of an
Offering but prior to delivery to him of such shares and cash. In addition, a
participant may file a written designation of a beneficiary who is to receive
any cash from the participant's account under the Plan in the event of such
participant's death during an Offering.

(b) Such designation of beneficiary may be changed by the participant at any
time by written notice. In the event of the death of a participant and in the
absence of a beneficiary validly designated under the Plan who is living at the
time of such participant's death, the Company shall deliver such shares and/or
cash to the executor or administrator of the estate of the participant, or if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares and/or cash to
the spouse or to any one or more dependents or relatives of the participant, or
if no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.

8.
<PAGE>

15. TERMINATION OR SUSPENSION OF THE PLAN.

(a) The Board may suspend or terminate the Plan at any time. No rights may be
granted under the Plan while the Plan is suspended or after it is terminated.

(b) Rights and obligations under any rights granted while the Plan is in effect
shall not be impaired by suspension or termination of the Plan, except as
expressly provided in the Plan or with the consent of the person to whom such
rights were granted or except as necessary to comply with any laws or
governmental regulation.

16. EFFECTIVE DATE OF PLAN.

The Plan shall become effective upon the effectiveness of the Company's
initial public offering of shares of Class A Common Stock, but no rights granted
under the Plan shall be exercised unless and until the Plan has been approved by
the stockholders of the Company.

9.
<PAGE>

LINKABIT WIRELESS, INC.

EMPLOYEE STOCK PURCHASE PLAN OFFERING

1. GRANT; OFFERING DATE.

(a) The Board of Directors of Linkabit Wireless, Inc. (the "Company"), pursuant
to the Company's Employee Stock Purchase Plan (the "Plan"), hereby authorizes
the grant of rights to purchase shares of the Class A Common Stock of the
Company ("Class A Common Stock") to all Eligible Employees (an "Offering"). The
first Offering shall begin simultaneously with the effective date of the initial
public offering of the Company's Class A Common Stock (the "Effective Date") and
end on January 31, 2000 (the "Initial Offering"). Thereafter, an Offering shall
begin on February 1st and August 1st, every year, beginning with August 1, 1997,
and shall end on the day prior to the second anniversary of its Offering Date.
The first day of an Offering is that Offering's "Offering Date." If an Offering
Date does not fall on a day during which the Company's Class A Common Stock is
actively traded, then the Offering Date shall be the next subsequent day during
which the Company's Class A Common Stock is actively traded. Capitalized terms
used but not otherwise defined herein shall have the meaning ascribed to them in
the Plan.

(b) Prior to the commencement of any Offering, the Board of Directors (or the
Committee described in subparagraph 2(c) of the Plan, if any) may change any or
all terms of such Offering and any subsequent Offerings. The granting of rights
pursuant to each Offering hereunder shall occur on each respective Offering Date
unless, prior to such date (a) the Board of Directors (or such Committee)
determines that such Offering shall not occur, or (b) no shares remain available
for issuance under the Plan in connection with the Offering.

2. ELIGIBLE EMPLOYEES.

(a) All employees of the Company [and each of its Affiliates] (as defined in
the Plan) incorporated in the United States shall be granted rights to purchase
Class A Common Stock under each Offering on the Offering Date of such Offering
(an "Eligible Employee"); provided, however, that an Eligible Employee shall not
be entitled to participate in more than one (1) Offering at any time.
Notwithstanding the foregoing, no employee who is disqualified by subparagraph
5(c) or 5(d) of the Plan shall be an Eligible Employee or be granted rights
under an Offering. In addition, to be an Eligible Employee and be granted
rights under an Offering, an employee MUST (i) have been employed by the Company
or any designated Affiliate for no less than the ninety (90) day period
immediately preceding the Offering Date of such Offering and (ii) be customarily
employed by the Company or any designated Affiliate for at least twenty (20)
hours per week and at least five (5) months per calendar year.

(b) Each person who, with respect to any Offering, first becomes an Eligible
Employee subsequent to the Offering Date of such Offering shall not receive any
right under such Offering.

1
<PAGE>

3. RIGHTS.

(a) Subject to the limitations contained herein and in the Plan, on each
Offering Date each Eligible Employee shall be granted the right to purchase the
number of shares of Class A Common Stock purchasable with up to ten percent
(10%) of such employee's Earnings (as defined in the Plan) paid during the
period of such Offering beginning after such Eligible Employee first commences
participation; provided, however, that no employee may purchase Class A Common
Stock in a particular year with more than ten percent (10%) of such employee's
Earnings (as defined in the Plan) in such year under all ongoing Offerings under
the Plan and all other plans of the Company or any Affiliate of the Company
which are intended to qualify as "employee stock purchase plans" under Section
423 of the Internal Revenue Code of 1986, as amended (the "Code"). The maximum
number of shares of Class A Common Stock an Eligible Employee may purchase on
any Purchase Date in an Offering shall be such number of shares as has a fair
market value (determined as of the Offering Date for such Offering) equal to (x)
$25,000 multiplied by the number of calendar years in which the right under such
Offering has been outstanding at any time, minus (y) the fair market value of
any other shares of stock (determined as of the relevant Offering Date with
respect to such shares) which, for purposes of the limitation of Section
423(b)(8) of the Code, are attributed to any of such number of calendar years in
which the right is outstanding. The amount in clause (y) of the previous
sentence shall be determined in accordance with regulations applicable under
Section 423(b)(8) of the Code based on (i) the number of shares previously
purchased with respect to such calendar years pursuant to such Offering or any
other Offering under the Plan, or pursuant to any other plans of the Company or
any Affiliate of the Company which are intended to qualify as "employee stock
purchase plans" under Section 423 of the Code, and (ii) the number of shares
subject to other rights outstanding on the Offering Date for such Offering
pursuant to the Plan or any other such plan of the Company or any Affiliate of
the Company.

(b) The maximum aggregate number of shares available to be purchased by all
Eligible Employees under an Offering on any Purchase Date shall be the number of
shares remaining available under the Plan on the applicable Purchase Date. If
the aggregate purchase of shares of Class A Common Stock upon exercise of rights
granted under the Offering would exceed the maximum aggregate number of shares
available, the Board shall make a pro rata allocation of the shares available in
a uniform and equitable manner.

4. PURCHASE PRICE.

The purchase price of the Class A Common Stock under the Offering shall be
the lesser of eighty-five percent (85%) of the fair market value of the Class A
Common Stock on the Offering Date or eighty-five percent (85%) of the fair
market value of the Class A Common Stock on the Purchase Date, in each case
rounded up to the nearest whole cent per share. For the Initial Offering, the
fair market value of the Class A Common Stock at the time when the Offering
commences shall be the price per share at which shares of Class A Common Stock
are first sold to the public in the Company's initial public offering as
specified in the final prospectus with respect to that offering.

2
<PAGE>

5. PARTICIPATION.

(a) An Eligible Employee may elect to participate in an Offering only on the
Offering Date. An Eligible Employee shall become a participant in an Offering by
delivering an agreement authorizing payroll deductions. Such deductions may be
in whole percentages only, with a minimum percentage of one percent (1%), and a
maximum percentage of ten percent (10%). A participant may not make additional
payments into his or her account. The agreement shall be made on such
enrollment form as the Company provides, and must be delivered to the Company no
later than ten (10) days prior to the applicable Offering Date to be effective
for that Offering, unless a later time for filing the enrollment form is set by
the Board for all Eligible Employees with respect to a given Offering Date. As
to the Initial Offering, the time for filing an enrollment form and commencing
participation for individuals who are Eligible Employees on the Offering Date
for the Initial Offering shall be determined by the Company and communicated to
such Eligible Employees.

(b) A participant may increase his or her participation level during the course
of an Offering, but only effective as of the day immediately following the next
Purchase Date occurring after the requested increase (i.e., only on February 1
or August 1). A participant may reduce his or her participation level, to a
whole percentage not less than one percent (1%), only once during any six month
period ending on a Purchase Date by delivering a notice to the Company in such
form and at such time as the Company provides. A participant may withdraw from
an Offering and receive his or her accumulated payroll deductions from the
Offering (reduced to the extent, if any, such deductions have been used to
acquire Class A Common Stock for the participant on any prior Purchase Dates),
without interest, at any time prior to the end of the Offering by delivering a
withdrawal notice to the Company in such form as the Company provides; provided,
however, that such withdrawal notice must be delivered no later than three (3)
business days prior to the requested date of withdrawal.

6. PURCHASES.

Subject to the limitations contained herein, on each Purchase Date (defined
below), each participant's accumulated payroll deductions (without any increase
for interest) shall be applied to the purchase of whole shares of Class A Common
Stock, up to the maximum number of shares permitted under the Plan and the
Offering. "Purchase Date" shall be defined as each January 31 (excluding
January 31, 1998) and July 31. If a Purchase Date does not fall on a market
trading day, then the Purchase Date shall be the nearest prior day during which
the Company's Class A Common Stock is actively traded.

7. TERMINATION.

Rights granted under the Offering shall terminate immediately upon
cessation of any participating employee's employment with the Company and any
designated Affiliate, for any reason, and the Company shall distribute to such
terminated employee all of his or her accumulated payroll deductions (reduced to
the extent, if any, such deductions have been used to acquire stock for the
terminated employee), under the Offering, without interest.

3
<PAGE>

8. NOTICES AND AGREEMENTS.

Any notices or agreements provided for in an Offering or the Plan shall be
given in writing, in a form provided by the Company, and unless specifically
provided for in the Plan or this Offering shall be deemed effectively given upon
receipt or, in the case of notices and agreements delivered by the Company,
five (5) days after deposit in the United States mail, postage prepaid.

9. EXERCISE CONTINGENT ON STOCKHOLDER APPROVAL.

The rights granted under an Offering are subject to the approval of the
Plan by the stockholders as required for the Plan to obtain treatment as a
tax-qualified employee stock purchase plan under Section 423 of the Code and to
comply with the requirements of the exemption from potential liability under
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), set forth in Rule 16b-3 promulgated under the Exchange Act.

10. OFFERING SUBJECT TO PLAN.

Each Offering is subject to all the provisions of the Plan, and its
provisions are hereby made a part of the Offering, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of an Offering and those of the Plan (including
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan), the provisions of the Plan
shall control.

<PAGE>

LINKABIT WIRELESS, INC.

1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

ADOPTED AND APPROVED BY STOCKHOLDERS ON DECEMBER 2, 1997

1. PURPOSE.

(a) The purpose of the Non-Employee Directors' Stock Option Plan (the
"Plan") is to provide a means by which certain directors of Linkabit Wireless,
Inc., a Delaware corporation (the "Company"), who are not otherwise employees of
the Company or of any Affiliate of the Company ("Non-Employee Directors"), will
be given an opportunity to purchase stock of the Company.

(b) The word "Affiliate" as used in the Plan means any parent corporation
or subsidiary corporation of the Company as those terms are defined in Sections
424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended
from time to time (the "Code").

(c) The Company, by means of the Plan, seeks to retain the services of
certain persons serving as Non-Employee Directors of the Company, to secure and
retain the services of persons capable of serving in such capacity, and to
provide incentives for such persons to exert maximum efforts for the success of
the Company.

2. ADMINISTRATION.

(a) The Plan shall be administered by the Board of Directors of the
Company (the "Board") unless and until the Board delegates administration to a
committee as provided in subparagraph 2(b).

(b) The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members of the Board (the "Committee"). If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.

3. SHARES SUBJECT TO THE PLAN.

(a) Subject to the provisions of paragraph 10 relating to adjustments upon
changes in stock, the stock that may be sold pursuant to options granted under
the Plan shall not exceed in the aggregate four hundred sixteen thousand six
hundred sixty-seven

1.
<PAGE>

(416,667) shares of the Company's Class A Common Stock. If any option granted
under the Plan shall for any reason expire or otherwise terminate without having
been exercised in full, the stock not purchased under such option shall again
become available for the Plan.

(b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

4. ELIGIBILITY.

Options shall be granted only to Non-Employee Directors of the Company.

5. NON-DISCRETIONARY GRANTS.

(a) Each person who, upon the effective date of the Company's initial
public offering of shares of Class A Common Stock pursuant to a registration
statement on Form S-1 filed with the Securities and Exchange Commission (the
"IPO Date"), is then a Non-Employee Director automatically shall be granted a
one-time option to purchase five thousand (5,000) shares of Class A Common Stock
of the Company on the terms and conditions set forth herein.

(b) Each person who, after the IPO Date, for the first time becomes a
Non-Employee Director automatically shall be granted, upon the date of his or
her initial appointment or election to be a Non-Employee Director by the Board
or the stockholders of the Company, a one-time option to purchase five thousand
(5,000) shares of Class A Common Stock of the Company on the terms and
conditions set forth herein.

(c) On the date of each annual meeting of the stockholders of the Company
after the IPO Date (other than any such annual meeting held in 1998), each
person who is elected at such annual meeting to serve as a Non-Employee Director
(other than a person who receives a grant under subparagraph 5(b) on or during
the six-month period preceding such date) automatically shall be granted an
option to purchase five thousand (5,000) shares of Class A Common Stock of the
Company on the terms and conditions set forth herein.

6. OPTION PROVISIONS.

Each option shall be subject to the following terms and conditions:

(a) The term of each option commences on the date it is granted and,
unless sooner terminated as set forth herein, expires on the date ten (10) years
from the date of grant (the "Expiration Date"). No option shall be exercisable
after the Expiration Date.

2.
<PAGE>

(b) If the optionee's service as a Non-Employee Director of the Company
("Service") terminates (other than upon the optionee's death or disability), the
optionee may exercise his or her option (to the extent that the optionee was
entitled to exercise it as of the date of termination) but only within such
period of time ending on the earlier of (i) the date ninety (90) days following
the termination of the optionee's Service (or such longer or shorter period,
which shall not be less than thirty (30) days, specified in the option
agreement), or (ii) the Expiration Date. If, at the date of termination, the
optionee is not entitled to exercise his or her entire option, the shares
covered by the unexercisable portion of the option shall revert to and again
become available for issuance under the Plan. If, after termination of Service,
the optionee does not exercise his or her option within the time specified
herein, the option shall terminate, and the shares covered by such option shall
revert to and again become available for issuance under the Plan.

An optionee's option agreement may also provide that, if the exercise of
the option following the termination of the optionee's Service (other than upon
the optionee's death or disability) would result in liability under Section
16(b) of the Exchange Act, then the option shall terminate on the earlier of (i)
the Expiration Date or (ii) the tenth (10th) day after the last date on which
such exercise would result in such liability under Section 16(b) of the Exchange
Act. Finally, an optionee's option agreement may also provide that if the
exercise of the option following the termination of the optionee's Service
(other than upon the optionee's death or disability) would be prohibited at any
time solely because the issuance of shares would violate the registration
requirements under the Securities Act, then the option shall terminate on the
earlier of (i) the Expiration Date or (ii) the expiration of a period of ninety
(90) days after the termination of the optionee's Service during which the
exercise of the Option would not be in violation of such registration
requirements.

(c) In the event an optionee's Service terminates as a result of the
optionee's disability, the optionee may exercise his or her option (to the
extent that the optionee was entitled to exercise it as of the date of
termination), but only within such period of time ending on the earlier of (i)
the date twelve (12) months following such termination (or such longer or
shorter period, which in no event shall be less than six (6) months, specified
in the option agreement), or (ii) the Expiration Date. If, at the date of
termination, the optionee is not entitled to exercise his or her entire option,
the shares covered by the unexercisable portion of the option shall revert to
and again become available for issuance under the Plan. If, after termination,
the optionee does not exercise his or her option within the time specified
herein, the option shall terminate, and the shares covered by such option shall
revert to and again become available for issuance under the Plan.

3.
<PAGE>

(d) In the event of the death of an optionee during, or within a period
specified in the option agreement after the termination of, the optionee's
Service, the option may be exercised (to the extent the optionee was entitled to
exercise the option as of the date of death) by the optionee's estate, by a
person who acquired the right to exercise the option by bequest or inheritance
or by a person designated to exercise the option upon the optionee's death
pursuant to subsection 6(g), but only within the period ending on the earlier of
(i) the date twelve (12) months following the date of death (or such longer or
shorter period, which in no event shall be less than six (6) months, specified
in the option agreement), or (ii) the Expiration Date. If, at the time of
death, the optionee was not entitled to exercise his or her entire option, the
shares covered by the unexercisable portion of the option shall revert to and
again become available for issuance under the Plan. If, after death, the option
is not exercised within the time specified herein, the option shall terminate,
and the shares covered by such option shall revert to and again become available
for issuance under the Plan.

(e) The exercise price of each option shall be one hundred percent (100%)
of the fair market value (defined in Section 9(f) below) of the stock subject to
such option on the date such option is granted.

(f) Payment of the exercise price of each option is due in full in cash
upon any exercise, provided that an option may be exercised pursuant to a
program developed under Regulation T as promulgated by the Federal Reserve Board
which results in the receipt of cash (or check) by the Company prior to the
issuance of shares of the Company's Class A Common Stock.

(g) An option shall only be transferable by the optionee upon such terms
and conditions as are set forth in the option agreement for such option, as the
Board or the Committee shall determine in its discretion. The optionee may, by
delivering written notice to the Company in a form satisfactory to the Company,
designate a third party who, in the event of the death of the optionee, shall
thereafter be entitled to exercise the option.

(h) The option shall become exercisable (vest) over a period of four years
from the date of grant, with 25% of the shares subject to such option vesting on
each of the first, second, third and fourth anniversaries of the grant date;
provided that the optionee has, during the entire period prior to each
applicable vesting date, continuously served as a Non-Employee Director of the
Company, whereupon such option shall become fully exercisable in accordance with
its terms with respect to that portion of the shares represented by that
installment. Notwithstanding the foregoing, the option may, but need not,
include a provision whereby the Optionee may elect at any time while a Director
to exercise the option as to any part or all of the shares subject to the option
prior to the full vesting of the option. Any unvested shares so purchased may
be subject to a repurchase

4.
<PAGE>

right in favor of the Company or to any other restriction the Board or Committee
determines to be appropriate.

(i) The Company may require any optionee, or any person to whom an option
is transferred under subparagraph 6(g), as a condition of exercising any such
option: (i) to give written assurances satisfactory to the Company as to the
optionee's knowledge and experience in financial and business matters; and
(ii) to give written assurances satisfactory to the Company stating that such
person is acquiring the stock subject to the option for such person's own
account and not with any present intention of selling or otherwise distributing
the stock. These requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (i) the issuance of the shares upon the
exercise of the option has been registered under a then-currently-effective
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), or (ii), as to any particular requirement, a determination is
made by counsel for the Company that such requirement need not be met in the
circumstances under the then-applicable securities laws.

(j) Notwithstanding anything to the contrary contained herein, an option
may not be exercised unless the shares issuable upon exercise of such option are
then registered under the Securities Act or, if such shares are not then so
registered, the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Securities Act.

7. COVENANTS OF THE COMPANY.

(a) During the terms of the options granted under the Plan, the Company
shall keep available at all times the number of shares of stock required to
satisfy such options.

(b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the options granted under the
Plan; PROVIDED, HOWEVER, that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any option granted under the
Plan, or any stock issued or issuable pursuant to any such option. If, after
reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such options.

8. USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of stock pursuant to options granted under the Plan
shall constitute general funds of the Company.

5.
<PAGE>

9. MISCELLANEOUS.

(a) Neither an optionee nor any person to whom an option is transferred
under subparagraph 6(g) shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares subject to such option unless
and until such person has satisfied all requirements for exercise of the option
pursuant to its terms.

(b) Throughout the term of any option granted pursuant to the Plan, the
Company shall make available to the holder of such option, not later than one
hundred twenty (120) days after the close of each of the Company's fiscal years
during the option term, upon request, such financial and other information
regarding the Company as comprises the annual report to the stockholders of the
Company provided for in the Bylaws of the Company and such other information
regarding the Company as the holder of such option may reasonably request.

(c) Nothing in the Plan or in any instrument executed pursuant thereto
shall confer upon any Non-Employee Director any right to continue in the service
of the Company or shall affect any right of the Company, its Board or
stockholders to terminate the service of any Non-Employee Director with or
without cause.

(d) No Non-Employee Director, individually or as a member of a group, and
no beneficiary or other person claiming under or through him, shall have any
right, title or interest in or to any option reserved for the purposes of the
Plan except as to such shares of Class A Common Stock, if any, as shall have
been reserved for him pursuant to an option granted to him.

(e) In connection with each option granted pursuant to the Plan, it shall
be a condition precedent to the Company's obligation to issue or transfer shares
to a Non-Employee Director, or to evidence the removal or lapse of any
restrictions on transfer, that such Non-Employee Director make arrangements
satisfactory to the Company to insure that the amount of any federal or other
withholding tax required to be withheld with respect to such sale or transfer,
or such removal or lapse, is made available to the Company for timely payment of
such tax.

(f) As used in this Plan, "fair market value" means, as of any date, the
value of the Class A Common Stock of the Company determined as follows:

6.
<PAGE>

Common Stock) on the last market trading day prior to the day of determination,
as reported in the Wall Street Journal or such other source as the Board deems
reliable;

(iii) In the absence of an established market for the Class A Common
Stock, the fair market value shall be determined in good faith by the Board.

10. ADJUSTMENTS UPON CHANGES IN STOCK.

(a) If any change is made in the stock subject to the Plan, or subject to
any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the Plan and outstanding
options will be appropriately adjusted in the class(es) and maximum number of
shares subject to the Plan and the class(es) and number of shares and price per
share of stock subject to outstanding options.

(b) In the event of: (1) a dissolution, liquidation or sale of
substantially all of the assets of the Company; (2) a merger or consolidation in
which the Company is not the surviving corporation; (3) a reverse merger in
which the Company is the surviving corporation but the shares of the Company's
Class A Common Stock outstanding immediately preceding the merger are converted
by virtue of the merger into other property, whether in the form of securities,
cash or otherwise; or (4) any other capital reorganization (including a sale of
stock of the Company to a single purchaser or single group of affiliated
purchasers) after which less than fifty percent (50%) of the outstanding voting
shares of the new or continuing corporation are owned by stockholders of the
Company immediately before such transaction, the time during which options
outstanding under the Plan may be exercised shall be accelerated to permit the
optionee to exercise all such options in full prior to such event, and the
options shall terminate if not exercised prior to such event.

11. AMENDMENT OF THE PLAN.

(a) The Board at any time, and from time to time, may amend the Plan,
PROVIDED, HOWEVER, that the Board shall not amend the plan more than once every
six (6) months with respect to the provisions of the Plan which relate to the
amount, price and timing of grants, other than to comport with changes in the
Code or applicable regulations

7.
<PAGE>

or rulings thereunder. Except as provided in paragraph 10 relating to
adjustments upon changes in stock, no amendment shall be effective unless
approved by the stockholders of the Company within twelve (12) months before or
after the adoption of the amendment, where the amendment will:

(i) Increase the number of shares which may be issued under the
Plan;

(ii) Modify the requirements as to eligibility for participation in
the Plan (to the extent such modification requires stockholder approval in order
for the Plan to comply with the requirements of Rule 16b-3); or

(iii) Modify the Plan in any other way if such modification requires
stockholder approval in order for the Plan to comply with the requirements of
Rule 16b-3 or Section 162(m) of the Internal Revenue Code.

(b) Rights and obligations under any option granted before any amendment
of the Plan shall not be impaired by such amendment unless (i) the Company
requests the consent of the person to whom the option was granted and (ii) such
person consents in writing.

12. TERMINATION OR SUSPENSION OF THE PLAN.

(a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on the date that is ten (10) years
after the date on which the Board approves the Plan. No options may be granted
under the Plan while the Plan is suspended or after it is terminated.

(b) Rights and obligations under any option granted while the Plan is in
effect shall not be impaired by suspension or termination of the Plan, except
with the consent of the person to whom the option was granted.

13. EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE.

(a) The Plan shall become effective on the date on which the Board
approves the Plan, subject to the condition that the Plan be approved by the
stockholders of the Company.

(b) No option granted under the Plan shall be exercised or exercisable
unless and until the condition of subparagraph 13(a) above has been met.

<PAGE>
NONSTATUTORY STOCK OPTION
(NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN)

__________, Optionee:

LINKABIT WIRELESS, INC. (the "Company"), pursuant to its Non-Employee
Directors' Stock Option Plan (the "Plan") has on _________ granted to you, the
optionee named above, an option to purchase shares of the Class A Common Stock
of the Company ("Class A Common Stock"). This option is not intended to qualify
and will not be treated as an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Capitalized terms used but not otherwise defined in this agreement shall have
the meaning ascribed to them in the Plan.

The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's
Non-Employee Directors (as defined in the Plan).

The details of your option are as follows:

1. The total number of shares of Class A Common Stock subject to this option
is _________ (______). Subject to the limitations contained herein, this option
shall become exercisable (vest) with respect to each installment shown below on
or after the date of vesting applicable to such installment, as follows:

NUMBER OF SHARES (INSTALLMENT) DATE OF EARLIEST EXERCISE (VESTING)
------------------------------ -----------------------------------

__________ __________, 199___

__________ The ___ day of each month
thereafter, commencing on ________,
199__ through and including
_________, 199__.

__________ __________, 199__

2. EXERCISE PRICE AND METHOD OF PAYMENT.

(a) EXERCISE PRICE. The exercise price of this option is _________________
($____________) per share, being the fair market value (as defined in the Plan)
of the Class A Common Stock on the date of grant of this option.

(b) METHOD OF PAYMENT. Payment of the exercise price per share is due in full
upon exercise of all or any part of each installment which has accrued to you.
You may elect, to the extent permitted by applicable statutes and regulations,
to make payment of the exercise price under one of the following alternatives:

(i) Payment of the exercise price per share in cash (including
check) at the time of exercise;

1.
<PAGE>

(ii) Payment pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board which, prior to the issuance of Class A
Common Stock, results in either the receipt of cash (or check) by the Company or
the receipt of irrevocable instructions to pay the aggregate exercise price to
the Company from the sales proceeds;

(iii) Provided that at the time of exercise the Company's Class A
Common Stock is publicly traded and quoted regularly in the Wall Street Journal,
payment by delivery of already-owned shares of Class A Common Stock, held for
the period required to avoid a charge to the Company's reported earnings, and
owned free and clear of any liens, claims, encumbrances or security interests,
which Class A Common Stock shall be valued at its fair market value on the date
of exercise; or

(iv) Payment by a combination of the methods of payment permitted by
subparagraph 3(b)(i) through 3(b)(iii) above.

3. WHOLE SHARES. This option may not be exercised for any number of shares
which would require the issuance of anything other than whole shares.

4. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, this option may not be exercised unless the shares issuable
upon exercise of this option are then registered under the Securities Act of
1933, as amended (the "Act") or, if such shares are not then so registered, the
Company has determined that such exercise and issuance would be exempt from the
registration requirements of the Act.

5. TERM. The term of this option commences on ___________, 19__, the date of
grant, and expires on _____________________ (the "Expiration Date," which date
shall be no more than ten (10) years from the date this option is granted),
unless this option expires sooner as set forth below or in the Plan. In no
event may this option be exercised on or after the Expiration Date. This option
shall terminate prior to the Expiration Date as follows: ninety (90) days after
the termination of your service as a Non-Employee Director of the Company
("Service") for any reason or for no reason unless:

(a) such termination of Service is due to your permanent and total disability
as defined in Section 422(c)(6) of the Code, in which event the option shall
expire on the earlier of the Expiration Date set forth above or twelve (12)
months following such termination of Service; or

(b) such termination of Service is due to your death or your death occurs
within three (3) months following termination of your Service for any other
reason, in which event the option shall expire on the earlier of the Expiration
Date set forth above or twelve (12) months after your death; or

(c) during any part of such ninety (90) day period the option is not
exercisable solely because of the condition set forth in paragraph 4 above, in
which event the option shall not expire until the earlier of the Expiration Date
set forth above or until it shall have been exercisable for an aggregate period
of ninety (90) days after the termination of Service; or

2.
<PAGE>

(d) exercise of the option within three (3) months after termination of your
Service would result in liability under section 16(b) of the Securities Exchange
Act of 1934 (the "Exchange Act"), in which case the option will expire on the
earlier of (i) the Expiration Date set forth above, (ii) the tenth (10th) day
after the last date upon which exercise would result in such liability or
(iii) six (6) months and ten (10) days after the termination of your Service.

However, this option may be exercised following termination of Service only
as to that number of shares as to which it was exercisable on the date of
termination of Service under the provisions of paragraph 1 of this option.

6. EXERCISE.

(a) This option may be exercised, to the extent specified above, by delivering
a notice of exercise (in a form designated by the Company) together with the
exercise price to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to paragraph 6 of
the Plan.

(b) By exercising this option you agree that:

(i) as a precondition to the completion of any exercise of this
option, the Company may require you to enter an arrangement providing for the
cash payment by you to the Company of any tax withholding obligation of the
Company arising by reason of: (1) the exercise of this option; (2) the lapse of
any substantial risk of forfeiture to which the shares are subject at the time
of exercise; or (3) the disposition of shares acquired upon such exercise. You
also agree that any exercise of this option has not been completed and that the
Company is under no obligation to issue any Class A Common Stock to you until
such an arrangement is established or the Company's tax withholding obligations
are satisfied, as determined by the Company; and

(ii) the Company (or a representative of the underwriters) may, in
connection with an underwritten registration of the offering of any securities
of the Company under the Act, require that you not sell or otherwise transfer or
dispose of any shares of Class A Common Stock or other securities of the Company
during such period (not to exceed one hundred eighty (180) days) following the
effective date (the "Effective Date") of the registration statement of the
Company filed under the Act as may be requested by the Company or the
representative(s) of the underwriters. You further agree that the Company may
impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such period.

7. OPTION NOT A SERVICE CONTRACT. Nothing in this option shall obligate the
Company or its stockholders, Board of Directors, Officers or employees to
continue any relationship which you might have as a Director of the Company.

8. NOTICES. Any notices provided for in this option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed

3.
<PAGE>

to you at the address specified below or at such other address as you hereafter
designate by written notice to the Company.

9. TRANSFERABILITY. This option is not transferable, except by will or by the
laws of descent and distribution, and is exercisable during your life only by
you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise this
option.

10. GOVERNING PLAN DOCUMENT. This option is subject to all the provisions of
the Plan, a copy of which is attached hereto and its provisions are hereby made
a part of this option, including without limitation the provisions of paragraph
6 of the Plan relating to option provisions, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of this option and those of the Plan, the provisions of
the Plan shall control.

Dated as of ___________.

Very truly yours,

LINKABIT WIRELESS, INC.

By:
-----------------------------------
Duly authorized on behalf
of the Board of Directors

ATTACHMENTS:

Linkabit Wireless, Inc. Non-Employees Directors' Stock Option Plan
Notice of Exercise

4.
<PAGE>

The undersigned:

(a) Acknowledges receipt of the foregoing option and the attachments referenced
therein and understands that all rights and liabilities with respect to this
option are set forth in the option and the Plan; and

(b) Acknowledges that as of the date of grant of this option, it sets forth the
entire understanding between the undersigned optionee and the Company and its
Affiliates regarding the acquisition of stock in the Company and supersedes all
prior oral and written agreements on that subject with the exception of (i)
options previously granted and delivered to the undersigned under stock option
plans of the Company, (ii) Restricted Stock Purchase Agreements entered into
between the undersigned and the Company and (iii) the following agreements only:

NONE
---------------------------
(Initial)

OTHER
---------------------------

---------------------------

----------
Optionee

---------------------------
Address

---------------------------

<PAGE>

August 1, 1996

Mr. Frederick L. Judge
16612 Zumaque
P. O. Box 2248
Rancho Santa Fe, CA 92067

Dear Fred:

Set forth below is the employment agreement we have discussed. Please sign the
duplicate copy of this letter to acknowledge your agreement.

Term of Employment: 1-1/2 years (18 months) commencing August 1, 1996.

Title and Duties: You will be Senior Vice President of The Titan
Corporation and Chief Executive Officer of Titan
Information Systems Corporation. You will devote
substantially your full time and energies to the
business of the company, subject to the policies
established by the company's Board of Directors. You
will not engage actively in any other business which
competes with the Company. You may manage your
personal investments.

Base Salary: You will be paid $234,000 per year for the first year,
payable on the company's normal salary payment dates
and subject to all required deductions. Increases
shall be considered annually in good faith by the Board
of Directors.

Termination for Cause: The company may not terminate this employment agreement
unless you commit a material act of dishonesty or are
guilty of gross carelessness or gross misconduct which
has a direct, substantial and adverse effect on the
company's business or reputation.

Sincerely,

/s/ Gene W. Ray

Gene W. Ray AGREED AND ACCEPTED: /s/ Frederick L. Judge
-------------------------
Frederick L. Judge

August 1, 1997
-------------------------
Date

<PAGE>

*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4)
200.83 and 240.24b-2

AMENDED AND RESTATED AGREEMENT
(No. 030/KON/PSN-IX/95)

Between

TITAN INFORMATION SYSTEMS CORPORATION

And

PT. PASIFIK SATELIT NUSANTARA

And

TEDCO GROUP LIMITED

For

"EQUIPMENT PURCHASE"

<PAGE>

TABLE OF CONTENTS

RECITALS

1. Certain Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. Rights and Obligations of Titan. . . . . . . . . . . . . . . . . . . . . 6

3. Rights and Obligations of Tedco and PSN. . . . . . . . . . . . . . . . . 8

4. Purchase and Sale of Products. . . . . . . . . . . . . . . . . . . . . . 9

5. Delivery and Production Schedule . . . . . . . . . . . . . . . . . . . . 13

6. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

7. Delivery; Title. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

8. Inspection, Acceptance and Rejection . . . . . . . . . . . . . . . . . . 18

9. Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

10. Exclusivity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

11. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . 22

12. Additional Representations and Warranties of PSN . . . . . . . . . . . . 23

13. Additional Representation and Warranty of Titan. . . . . . . . . . . . . 24

14. Additional Representations and Warranties of Tedco . . . . . . . . . . . 25

15. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

16. Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

17. Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . 29

18. Force Majeure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

19. Limitation of Liability. . . . . . . . . . . . . . . . . . . . . . . . . 31

20. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

21. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

22. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

23. Settlement of Disputes; Arbitration. . . . . . . . . . . . . . . . . . . 37

24. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

25. Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

26. No Agents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

<PAGE>

TABLE OF CONTENTS

ATTACHMENTS:

1. Schedule 1.8(a): HUB Key Elements

2. Schedule 1.8(b): NCS Key Elements

3. Schedule 2.1(a): Technical Requirements

4. Schedule 2.1(b): On-Site Guidelines

5. Schedule 2.1(c): RTS Master Milestones Schedule

6. Schedule 4.3(a): Acceptance (Factory) Test Criteria

7. Schedule 4.3(b): Final Acceptance Test Criteria

8. Schedule 5(a): Delivery Schedule

9. Schedule 10.2: List of Target Countries

10. Schedule 12.2: Satellite System Specifications (To Be Provided)

<PAGE>

EQUIPMENT PURCHASE AGREEMENT

This Amended and Restated Equipment Purchase Agreement (the "Agreement")
is made and entered into this 17 day of September, 1996, by and between

TITAN INFORMATION SYSTEMS CORPORATION, a Delaware corporation with a
principal place of business at 3033 Science Park Road, San Diego,
California 92121 ("Titan");

PT. PASIFIK SATELIT NUSANTARA, an Indonesian corporation with a principal
place of business at Sentra Mulia, Jalan H.R. Rasuna Said, Kav. X6 No. 8,
Jakarta 12940 Indonesia ("PSN"); and

TEDCO GROUP LIMITED, a Singaporean corporation with a principal place of
business at Takashimaya Building, Tower A, Floor 23, NG EE AN, Orchard Road,
Singapore ("Tedco").

RECITALS

WHEREAS, Titan and PSN have signed an Equipment Purchase Agreement dated
as of September 13, 1995 (the "Original Agreement"), pursuant to which PSN
agreed to purchase from Titan and Titan agreed to sell to PSN the Rural
Terminals (as defined), the HUBs (as defined) and the NCS (as defined), each
including their Key Elements (as defined) (the "Key Equipment") for use in a
low cost rural telephone system (the "RTS") and to provide certain related
services, pursuant to the terms and conditions set forth therein:

WHEREAS, Tedco and PSN desire that Tedco assist PSN in developing a low
cost RTS for deployment throughout Indonesia and other regions;

WHEREAS, Tedco and PSN desire that Tedco should undertake certain
responsibilities with respect to development of the RTS, including assisting
in the financing for the development of the RTS and in purchasing certain
equipment necessary to its operation;

WHEREAS, Tedco and PSN desire to divide purchasing responsibility for
the Key Equipment such that PSN will purchase the HUBs and the NCS and Tedco
will purchase the Rural Terminals;

WHEREAS, PSN desires to purchase from Titan and Titan desires to sell to
PSN the HUBs and the NCS, each including their Key Elements (as defined)
(collectively, the HUBs and the NCS, each including their Key Elements are
referred to herein as the "Regional Equipment");

<PAGE>

WHEREAS, Tedco desires to purchase from Titan and Titan desires to sell
to Tedco the Rural Terminals, including its Key Elements (as defined);

WHEREAS, Tedco, PSN and Titan desire that PSN transfer certain of its
rights and obligations under the Original Agreement to Tedco;

WHEREAS, the parties to the Original Agreement now desire to amend and
restate the Original Agreement so that Tedco can be made a party thereto and
become subject to the provisions thereof and so that the responsibilities of
the parties can divided as set forth herein:

NOW, THEREFORE, the parties hereto agree to amend and restate the
Original Agreement as follows:

<PAGE>

1. CERTAIN DEFINITIONS

The following terms shall have the following meanings in this Agreement:

1.1 "AFFILIATE," shall mean with respect to a Person, any other Person
that controls, or is controlled by, or is under common control
with, such Person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by"
and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting
securities, or by agreement or otherwise.

1.2 "BURST MODEMS" shall mean modems located at the HUBs and the NCS
which will be used in conjunction with the DAMA Network Control
Hardware and the DAMA Network Control Software to provide control
of voice, fax and data transmissions originating from Rural
Terminals and accessing the RTS.

1.3 "COMMUNICATION MODEMS" shall mean modems located at the Rural
Terminals and HUBs and used in conjunction with the DAMA Network
Control Hardware and the DAMA Network Control Software to complete
voice, fax and data transmissions accessing the RTS.

1.4 "DAMA NETWORK CONTROL HARDWARE" shall mean the "demand assigned
multiple access" hardware used in conjunction with the DAMA Network
Control Software for controlling frequency assignments for voice,
fax and data transmissions in the RTS network.

1.5 "DAMA NETWORK CONTROL SOFTWARE" shall mean the software used in
conjunction with the DAMA Network Control Hardware for controlling
frequency assignments for voice, fax and data transmissions in the
RTS network.

1.6 "FINAL ACCEPTANCE TEST CRITERIA" shall mean, as to any product,
the test criteria agreed to by the parties as set forth on
Schedule 4.3(b) attached hereto.

1.7 "HUB(s)" shall mean PSTN Gateway Earth Stations and all of the Key
Elements of such HUB (as set forth on Schedule 1.8(a)), which will
be located at multiple locations throughout Indonesia in order to
receive voice, fax and data transmissions sent over the RTS network.

<PAGE>

1.8 "KEY ELEMENTS" shall mean the key elements of the HUBs and the
NCS as set forth on Schedules 1.8(a) and 1.8(b) attached hereto,
respectively.

1.9 "KEY EQUIPMENT" shall mean the key equipment for the RTS: (i) the
Rural Terminals, (ii) the HUBS (including any and all Key
Elements listed on Schedule 1.8(a)), and (iii) the NCS (including
any and all Key Elements listed on Schedule 1.8(b)).

1.10 "NCS" shall mean the dedicated network control station and all of
the Key Elements of such NCS as set forth on Schedule 1.8(b),
which NCS may be located at one of the HUBs, as determined by
PSN, and which shall control frequency assignments for voice,
fax, and data transmissions in the RTS network.

1.11 "PALAPA C1 AND C2" shall mean those certain satellites, part of
the Palapa satellite system, operating from the 113 degrees E.L.
orbital location.

1.12 "PERSON" shall mean an individual, partnership, association,
joint venture, corporation, trust or unincorporated organization,
a government or any department, agency or political subdivision
thereof or other entity.

1.13 "PSN" shall mean P.T. Pasifik Satelit Nusantara, an Indonesian
corporation.

1.14 "PSTN" shall mean the Indonesian public switched telephone
network.

1.15 "PSTN GATEWAY EARTH STATION" shall mean an earth terminal with
connectivity to the PSTN.

1.16 "REGIONAL EQUIPMENT" shall mean certain equipment for the RTS:
(i) the HUBs (including any and all Key Elements listed on
Schedule 1.8(a)), and (ii) the NCS (including any and all Key
Elements listed on Schedule 1.8(b)).

1.17 "RTS" shall mean the rural telephone system which will be
deployed throughout Indonesia and other regions within the
extended C-Band coverage area of the Palapa C1 and C2 in order to
provide modern telephone services to communities which are not
currently connected to the PSTN, or for other applications which
require low cost voice, fax and data communications within such
regions.

1.18 "RURAL TERMINALS" shall mean certain very small, low cost earth
stations to be placed at numerous locations throughout Indonesia,
which shall consist of (i) a 1.2 meter (diameter) satellite dish,
(ii)

<PAGE>

an outdoor electronics unit, and (iii) a telephone unit handset
and separate monitoring display, and which shall access the
Palapa C1 and C2 satellites and provide connectivity for voice,
fax and data transmissions to HUBs.

1.19 "TEDCO" shall mean Tedco Group Limited, a Singaporean corporation.

1.20 "TITAN" shall mean Titan Information Systems Corporation, a
Delaware corporation.

<PAGE>

2. RIGHTS AND OBLIGATIONS OF TITAN.

2.1 STATEMENT OF WORK.
Subject to the provisions of this Agreement, Titan shall provide
certain hardware, software, documentation, installation, testing,
in-country training and other related services as referenced
herein. The technical requirements for the hardware and software
provided hereunder are attached hereto as Schedule 2.1(a). Titan
personnel will be responsible for the installation and testing of
the Key Equipment required for the Final Acceptance Tests (as
defined) in Indonesia. On-site training ("on-the-job training")
of Tedco and/or PSN personnel will be provided by Titan in
conjunction with such installation and testing. In addition to
the foregoing, Titan personnel shall be available to support
Tedco and PSN with regard to full implementation of the RTS on an
on-call, cost reimbursement basis, pursuant to the On-Site
Guidelines attached hereto as Schedule 2.1(b).

2.2 SPARE PARTS AND TEST EQUIPMENT.

Within 30 days from the execution of this Agreement, Titan will
provide Tedco and PSN with a list of recommended spare parts and
test equipment for the Key Equipment, which list shall include
pricing and delivery information. Titan will make available Titan
proprietary spare parts for the term of this Agreement.
Additionally, Titan agrees that if Tedco elects to designate and
use some of the early delivered Rural Terminals (that is
terminals delivered within the first 12 months) for spares. Titan
will refurbish up to [...***...]. To qualify for this no cost
refurbishment, the Rural Terminals must be complete and show no
signs of abuse, damage, alterations, or misuse. Before shipment
to Titan's factory in San Diego, Tedco and PSN must supply Titan
with written notice specifying in reasonable detail, the
condition of each returned Rural Terminal. Within thirty (30)
days after its receipt of such notice, Titan will provide
disposition instructions. [...***...] Rural Terminals must be
returned for refurbishment within a [...***...] from the date of
delivery, as set forth in Section 7 of this Agreement.

* Confidential Treatment Requested

<PAGE>

2.3 RTS MASTER MILESTONE SCHEDULE.

An RTS Master Milestone Schedule describing the timing of
events leading up to production delivery is attached hereto as
Schedule 2.1(c).

<PAGE>

3. RIGHTS AND OBLIGATIONS OF TEDCO AND PSN.

3.1 PURCHASE AND SHIPPING OBLIGATIONS.

PSN shall purchase the Regional Equipment (including their Key
Elements) required for the RTS from Titan pursuant to the terms and
subject to the conditions of this Agreement. The Regional Equipment
together with its Key Elements are sometimes referred to herein as
the "Regional Equipment Products." Tedco shall purchase the Rural
Terminals required for the RTS from Titan pursuant to the terms and
subject to the conditions of this Agreement. The Regional
Equipment, their Key Equipment, and the Rural Terminals are
sometimes collectively referred to herein as the "Products."
[...***...]

3.2 MANAGEMENT AND OTHER SERVICES.

PSN and Tedco will be responsible for providing, or having the end
users provide, any and all operating, management and other services
with respect to the RTS, other than those services specifically
required to be performed by Titan pursuant to the Titan SOW,
including, but not limited to: (a) provision of the physical
facilit(y)(ies) in which the Key Equipment is to be installed (the
"Facilities"); (b) provision of earth station hardware (including
but not limited to antenna and RF equipment) as required to support
the Key Equipment at the HUBs; (c) provision of power and civil
works to the Facilities; (d) installation and testing in Indonesia
of any and all Products provided pursuant to this Agreement; and
(e) maintenance, operation and repair of all Products provided
pursuant to this Agreement, except as otherwise set forth in
Section 9.

* Confidential Treatment Requested

<PAGE>

4. PURCHASE AND SALE OF PRODUCTS.

Tedco and PSN will purchase from Titan any and all Products
required for the RTS. If Tedco or PSN makes any purchases of any
Products required for the RTS, such purchases shall be made from
Titan.

4.1 INITIAL ORDER.

Subject to the provisions of Section 4.2, Titan will design,
manufacture, or have manufactured, and deliver to Tedco (with
respect to the Rural Terminals) and PSN (with respect to the
Regional Equipment) all at such locations in Indonesia as shall
be designated by PSN, an initial order of [...***...]. Subject to
the provisions of Section 5, delivery of the Initial Order shall
be made in the manner set forth, as appropriate, on Schedule
5(a). The aggregate purchase price payable by PSN to Titan for
the Regional Equipment contained in the Initial Order shall be as
follows:

[...***...]

The aggregate purchase price payable by Tedco to Titan for the
Rural Terminals contained in the Initial Order shall be as follows:

* Confidential Treatment Requested

<PAGE>

[...***...]

Payment for the Initial Order shall be made by PSN (with respect to
the Regional Equipment) and Tedco (with respect to the Rural
Terminals) to Titan in accordance with Sections 6 and 7 of this
Agreement.

4.2 FOLLOW-ON ORDERS.

Tedco and PSN, as applicable, may order additional quantities of Rural
Terminals, HUBs and NCSs [...***...]

4.3 ACCEPTANCE TESTS.

Testing of the Key Equipment shall be done in two parts. First, Titan
will conduct factory tests at its San Diego, California plant to
demonstrate and validate the satisfactory performance of the Key
Equipment (the "Acceptance Test"). During the Acceptance Test, the Key
Equipment shall be required to meet the Acceptance Test Criteria
attached hereto as Schedule 4.3(a) and (b) which can be tested without
requiring access to the operational extended C-Band frequencies of
Palapa C1 or C2. Representatives of Tedco and PSN shall be afforded an
opportunity by Titan to witness the Acceptance Test. Upon
certification by Titan to Tedco and PSN of the successful completion
of the Acceptance Test, but in no event later than September 20, 1996,
Titan will deliver five (5) Rural Terminals, one (1) HUB and one (1)
NCS (the "Test Equipment") to be used in acceptance tests to be
conducted at a location (or locations) in Indonesia mutually agreeable
to all of the parties (the "Test Location(s)") in order to validate
and demonstrate the satisfactory performance of the RTS (the "Final
Acceptance Test"). Tedco shall ensure that the Test Equipment will be
delivered to the Test Locations and that all Test Equipment shall have
arrived at the proper Test locations no

* Confidential Treatment Requested

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<PAGE>

later than September 20, 1996. PSN and Titan shall assure that all
physical facilities, earth station hardware for HUBs and power and
civil works have been prepared at the Test Locations no later than
September 20, 1996. PSN shall assist Titan with the installation and
testing of the Test Equipment such that RTS performance testing (in
preparation for the Final Acceptance Test) may begin on or before
September 20, 1996 at all Test Locations. Titan will provide at least
30 days advance notice of the planned commencement of the Final
Acceptance Test to PSN and Tedco to afford representatives of PSN and
Tedco an opportunity to witness the Final Acceptance Test. During the
Final Acceptance Test, the Key Equipment shall be required to meet the
Final Acceptance Test Criteria attached hereto as Schedule 4.3(b) (the
"Successful Testing"). Any changes to the Key Equipment that shall be
required to meet the Final Acceptance Criteria shall be done by Titan
at Titan's expense. The Successful Testing of the Key Equipment shall
be deemed to have occurred upon delivery of conditional certification
by Titan and a PSN authorized representative to Tedco of such
Successful Testing (the "Certification"). Within sixty (60) days Titan
shall successfully prove the Pseudo-Mesh capabilities of the RTS by
operating with multiple hubs, at which time the conditional
Certification automatically becomes effective. Delivery of the Initial
Order shall commence within two months after the conditional
Certification.

4.4 CURE PERIOD.

If Titan and a PSN authorized representative agree that the Key
Equipment has failed to meet the Final Acceptance Test Criteria, Tedco
and PSN will jointly notify Titan of such Failure in writing and Titan
will be granted sixty (60) days to correct the Key Equipment (the
"Cure Period"). Following the Cure Period, the Key Equipment shall
again be required to meet the Final Acceptance Test Criteria attached
hereto as Schedule 4.3(b). The Key Equipment shall be deemed to have
had a Successful Testing pursuant to the After Cure Test upon delivery
of the Certification by Titan and a PSN authorized representative to
Tedco of such Successful Testing.

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<PAGE>

4.5 TESTING DISPUTES.

If, at any time, any of the parties hereto disagree as to any issue
pursuant to this Agreement including, without limitation, whether a
Successful Testing has occurred, such disagreement shall be resolved
by such parties in accordance with the provisions of Section 23
hereof.

4.6 FAILURE OF FINAL ACCEPTANCE TEST.

If, following the After Cure Test, both Titan and a PSN authorized
representative agree that the Key Equipment has failed to meet the
Final Acceptance Test Criteria, such failure shall be considered a
Breach of this Agreement (as defined herein), and thereafter Tedco and
PSN may, in their collective discretion, pursuant to the terms and
subject to the conditions of Section 16, jointly terminate this
Agreement.

<PAGE>

5. DELIVERY AND PRODUCTION SCHEDULE.

Upon delivery of Certification of the Final Acceptance Testing,
production and delivery of the Initial Order shall commence as set
forth on Schedule 5(a) attached hereto the ("Delivery Schedule").
Monthly delivery quantities may be increased or decreased with no
increase in unit price, on mutual agreement of the parties and with
four months advance notice.

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<PAGE>

6. PAYMENTS.

6.1 ADVANCE PAYMENT.

Upon execution of the Original Agreement, PSN has paid Titan
[...***...] to be delivered pursuant to this Agreement (the
"Advance Payment"). The Advance Payment shall be held by Titan
and shall be applicable against the last Rural Terminals TO BE
PURCHASED BY TEDCO, to be delivered as part of the Initial
Order pursuant to Section 4.1 of this Agreement. Remaining
payments for the Products to be delivered pursuant to this
Agreement shall be made in U.S. Dollars, as set forth in
Sections 6.2 and 6.3 below with respect to Tedco and PSN
respectively. In the event that (a) Titan fails to deliver the
Certification required by Section 4.3, and (b) Tedco and PSN
terminate this Agreement in the manner required by Section 16,
Titan will return the Advance Payment to Tedco within (90) days
of such termination.

6.2 PSN LETTERS OF CREDIT.

(a) INITIAL PSN LETTER OF CREDIT.

No more than 10 days after the successful completion of
this Amended and Restated Agreement, PSN shall post an
irrevocable letter of credit in U.S. Dollars in the amount
of [...***...] in favor of Titan with a U.S. chartered
bank mutually agreeable to each of Titan and PSN upon
terms mutually agreeable to each Titan and PSN (the
"Initial PSN Letter of Credit"). The Initial PSN Letter
of Credit shall be in an amount necessary to pay for the
[...***...] scheduled for delivery during the same period
of delivery as the initial [...***...] (the "Primary
Delivery Period"). The Initial PSN Letter of Credit will
allow Titan to draw-down, at sight, such Initial PSN
Letter of Credit upon written notice by Titan to such bank
that Titan has shipped any Products to PSN in an amount
equal to the sum of (i) the product of [...***...]

* Confidential Treatment Requested

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<PAGE>

(b) SECOND PSN LETTER OF CREDIT

Ninety days in advance of the agreed upon delivery date of
the remaining HUBs to be produced by Titan and delivered
from Titan to PSN pursuant to this Agreement, PSN shall post
a second irrevocable letter of credit in U.S. Dollars in the
amount of [...***...] in favor of Titan with a U.S. chartered
bank mutually agreeable to each of Titan and PSN upon terms
mutually agreeable to each of Titan and PSN (the "Second PSN
Letter of Credit," and together with the Initial PSN Letter
of Credit, the "PSN Letters of Credit"). The Second PSN
Letter of Credit shall be in an amount necessary to pay for
Regional Equipment (including their Key Elements) scheduled
for delivery after the Primary Delivery Period. The Second
PSN Letter of Credit will allow Titan to draw down, at
sight, such Second PSN LETTER of Credit upon written notice
by Titan to such bank that Titan has shipped any Products to
PSN in an amount equal to the product of [...***...]

6.3 TEDCO LETTERS OF CREDIT.

(a) FIRST TEDCO LETTER OF CREDIT

No more than 10 days after the execution of this Amended
and Restated Agreement, Tedco shall post an irrevocable
letter of credit in U.S. Dollars in the amount of
[...***...] in favor of Titan confirmed with a U.S.
chartered bank mutually agreeable to each of Titan and
Tedco upon terms mutually agreeable to Titan and Tedco
(the "First Tedco Letter of Credit"). The First Tedco
Letter of Credit shall be used to pay for the initial
[...***...] Rural Terminals being purchased hereunder by
Tedco. The First Tedco Letter of Credit shall allow Titan
to draw down, at sight, such First Tedco Irrevocable
Letter of Credit upon written notice by Titan to such bank
that Titan has shipped a Rural Terminal to Tedco and/or
PSN in an amount equal to the product of [...***...]

* Confidential Treatment Requested

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<PAGE>

(b) SECOND TEDCO LETTER OF CREDIT.

Upon written notice by Titan to Tedco of the production and
imminent delivery of the 800th Rural Terminal. Tedco shall post
a second irrevocable letter of credit in U.S. Dollars in the
amount of [...***...] in favor of Titan confirmed with a U.S.
chartered bank mutually agreeable to each of Titan and Tedco
upon terms mutually agreeable to Titan and Tedco (the "Second
Tedco Letter of Credit" and together with the First Tedco
Letter of Credit and to PSN Letters of Credit, the "Letters of
Credit"). The Second Tedco Letter of Credit shall be in the
amount necessary to pay for the remaining Rural Terminals being
purchased hereunder by Tedco, MINUS an amount equal to the
Advanced Payment paid to Titian by PSN upon execution of the
Original Agreement. The Second Tedco Letter of Credit shall
allow Titan to draw down, at sight, such Second Tedco Letter of
Credit upon written notice by Titan to such bank that Titan has
shipped such a Rural Terminal to Tedco in an amount equal to
the product of [...***...] (b) the number of Rural Terminals
referenced in the written notice to the bank as having been
shipped.

* Confidential Treatment Requested

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<PAGE>

7. DELIVERY; TITLE.

The prices for any and all Products sold pursuant to this Agreement and
set forth herein shall include seaworthy export packing and shall be
[...***...] (such that PSN (with respect to Regional Equipment) and Tedco
(with respect to Rural Terminals) shall take delivery of any Product once
such Product is loaded onto a truck for shipment). [...***...] shall be
responsible for delivery of all Products from Titan's plant in San Diego,
California to its desired location in Indonesia or elsewhere. Title and
risk of loss to the Products shall remain with Titan until PSN and/or
Tedco takes possession of the Products [...***...] thereafter title and
risk of loss to the Products will be with PSN and/or Tedco. [...***...]
shall be responsible for any and all shipping charges, non-United States
taxes, and non-United States customs duties related to the Products
hereto (including without limitation all import taxes and duties). Titan
shall be responsible for any United States taxes and customs duties on
the Products to be delivered hereunder (including without limitation
export taxes and duties).

* Confidential Treatment Requested

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<PAGE>

8. INSPECTION, ACCEPTANCE AND REJECTION.

All Products under this Agreement will be subject to inspection and
acceptance after delivery. If PSN (with respect to Regional Equipment) or
Tedco (with respect to Rural Terminals) believes that a Product is
defective in material, workmanship or design and Tedco and/or PSN, as
applicable, desires to reject such Product. Tedco and PSN must jointly
provide Titan with a written notice specifying in reasonable detail the
reasons for such rejection. If such a specific written rejection is not
received within thirty (30) days of receipt of a Product at its ultimate
delivery location in Indonesia by PSN or Tedco, as applicable, such Product
shall be deemed to be accepted. If within thirty (30) days after its
receipt of such notice, Titan has not provided Tedco and PSN with
reasonable disposition instructions, Tedco and/or PSN, as applicable, may
at its option continue to hold such Product, or return such Product to
Titan, shipping charges prepaid by PSN or Tedco, as applicable, for review
by Titan. Titan will repair and return any such Product to PSN, shipping
charges prepaid by Titan, after completing its review and any necessary
repairs.

<PAGE>

9. WARRANTY.

With respect to any Product furnished hereunder by Titan to Tedco and/or
PSN, for a period terminating on the earlier of [...***...] from the date
of delivery as set forth in Section 7 of this Agreement, or
[...***...] from the commencement of installation of such Product at its
ultimate delivery location in Indonesia, Titan warrants that such Product
will be free from defects in material and workmanship. Notwithstanding
the foregoing, Titan warrants that the DAMA Network Control Software
shall be free from program defects for a period terminating [...***...]
after installation of such DAMA Network Control Software at the NCS;
PROVIDED, HOWEVER, that in no event shall this warranty terminate with
respect to DAMA Network Control Software less than the earlier of
[...***...] from the date of delivery of the last HUB as set forth in
Section 7 of this Agreement, or [...***...] from the commencement of
installation of the last HUB to be delivered pursuant to the terms of
this Agreement. In the event that PSN (with respect to the Regional
Equipment) or Tedco (with respect to Rural Terminals) believes that a
Product does not conform to such warranty, Tedco and PSN must jointly
supply Titan with a written notice specifying in reasonable detail the
reasons that the Product does not conform to such warranty. Within 30
days after its receipt of such notice, Titan will either (a) advise
designated employees of Tedco and/or PSN, as applicable, in Indonesia as
to the proper method of on-site repair for such Product using replacement
parts provided by Titan, or (b) request that PSN or Tedco, as applicable,
return such Product to Titan's San Diego, California plant, at Titan's
expense, for correction or replacement as Titan may elect. This warranty
shall not apply to any Product that has been abused, damaged, altered or
misused or that is defective for causes external to the Product and not
caused by Titan. TITAN MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF
ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT, ACCURACY,
SUFFICIENCY OR ADEQUACY OF PRODUCTS SOLD UNDER THIS AGREEMENT, INCLUDING
ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE GOODS ARE MERCHANTABLE OR FIT
FOR A PARTICULAR PURPOSE.

* Confidential Treatment Requested

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<PAGE>

10. EXCLUSIVITY.

The parties acknowledge and agree that the Key Equipment provided by Titan
for use in the RTS is highly technical in nature and that the
implementation of the RTS is the first of its kind. As such, in order to
advance the technological integrity of the Key Equipment, and subject to
the following provisions of this Section 10, the parties hereto agree as
follows:

10.1 INDONESIA.

With respect to the purchase and sale of the Key Equipment for use
in Indonesia, for a period of [...***...] commencing upon the
execution of this Amended and Restated Agreement, (a) Tedco and PSN
agree that they will (i) purchase all requirements of Key Equipment
for the RTS, or any similar or related equipment required by the RTS
to be used by PSN or Tedco, from Titan and (ii) will designate Titan
as the sole approved vendor for all such equipment, and (b) Titan
agrees to sell the Key Equipment solely and exclusively to Tedco and
PSN for use by Tedco and PSN in the development and operation of the
RTS.

10.2 TARGET COUNTRIES.

With respect to certain countries within the extended footprint of
the Palapa C1 and C2 and set forth on Schedule 10.2 of this
Agreement (the "Target Countries"), Titan, Tedco and PSN or any
Affiliate of Titan, PSN or Tedco (which Affiliate must be mutually
consented to in writing by all of the parties), shall [...***...]
Titan (or the agreed upon Affiliate of Titan) will receive, at no
cost, [...***...] The remaining [...***...] will be divided among
Tedco (or the agreed upon Affiliate of Tedco), PSN (or the agreed
upon Affiliate of Tedco) and such other entities as may be mutually
agreed upon by each of Titan, Tedco and PSN. With respect to each
Target Country, for a period of [...***...] commencing upon the
execution of this Agreement, (i) Titan will sell the Key

* Confidential Treatment Requested

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<PAGE>

Equipment in such Target Country solely and exclusively through the
[...***...] (ii) the [...***...] will only sell Key Equipment or
other similar or related equipment produced by Titan, and (iii)
PSN will make available at least [...***...] for use by RTS-type
ventures in Indonesia and such Target Countries. With respect to
each Rural Terminal sold through the [...***...] in any Target
Country, (i) the first [...***...] of the price of such Rural
Terminal shall be remitted by the [...***...] directly to Titan,
and (ii) if the sale price of such Rural Terminal exceeds
[...***...], any payment amounts in excess of [...***...] shall
be divided equally [...***...]. For example, if Rural Terminals
are sold in a Target Country for [...***...] of the sale price
for such Rural Terminal shall be remitted directly to Titan, and
the remaining [...***...]

10.3 TERMINATION.

This Section 10 shall terminate September 17, 1999, unless extended by
the mutual agreement of the parties, which agreement shall be
documented in a writing satisfactory to both of the parties.

* Confidential Treatment Requested

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11. REPRESENTATIONS AND WARRANTIES.

Titan, Tedco and PSN each, except as expressly indicated herein, represent
and warrant to, and agree with the other that:

11.1 AUTHORITY; NO BREACH.

It has the right, power and authority to enter into, and perform its
obligations under, this Agreement. Subject to the terms and conditions
of any authorization or consent required from any governmental
authority (including, without limitation, the governments of the
United States and Indonesia) this Agreement is binding upon, and
enforceable against it. The execution, delivery and performance of
this Agreement shall not result in the breach or non-performance of
any agreements it has with third parties. It has complied, in all
material respects, with all existing Laws applicable to, and has no
knowledge of any Law which would be violated by, this Agreement or the
transactions contemplated hereby. As used in this Agreement, "Law(s")
mean all governmental (whether international, national, municipal, or
otherwise) statutes, laws, rules, regulations, ordinances, codes,
directives and orders.

11.2 CORPORATE ACTION.

It has taken all requisite corporate action to approve the
execution, delivery and performance of this Agreement, and this
Agreement constitutes a legal, valid and binding obligation,
enforceable upon itself in accordance with its terms.

11.3 NO BROKER.

It does not know of any broker, finder or intermediary involved in
connection with the negotiations and discussions incident to the
execution of this Agreement, or of any broker, finder or intermediary
who might be entitled to a fee or commission upon the consummation of
the transactions contemplated by this Agreement.

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12. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF PSN

12.1 GOVERNMENTAL REGULATIONS.

PSN has or shall use its reasonable best efforts to obtain and
maintain, or cause to be maintained, in all material respects, all
applicable international, national and municipal authorizations or
permissions (the "Authorizations") necessary to develop and operate
the RTS and to comply, or cause compliance, with all Laws regarding
the implementation and operation thereof.

12.2 SATELLITE SYSTEM PERFORMANCE.

The technical performance and characteristics of the Palapa C1 and C2
extended C-Band transponders designated for use with the RTS shall
comply, in all material respects, with the satellite system
specifications provided by PSN to Titan and attached hereto as
Schedule 12.2.

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13. ADDITIONAL REPRESENTATION AND WARRANTY OF TITAN

13.1 GOVERNMENTAL REGULATIONS.

Titan has or shall use its reasonable best efforts to obtain and
maintain, in all material respects, all applicable Authorizations to
develop, manufacture, or have manufactured, construct, test, implement
and deliver the Products hereunder.

<PAGE>

14. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF TEDCO

14.1 GOVERNMENTAL REGULATIONS

Tedco has or shall use its reasonable efforts to obtain and maintain,
or cause to be maintained, in all material respects, all applicable
Authorizations necessary to develop and operate the RTS and to comply,
or cause compliance, with all Laws regarding the implementation and
operation thereof.

<PAGE>

15. INDEMNIFICATION

15.1 PSN'S OBLIGATIONS.

PSN shall indemnify and hold Titan and its Affiliates and their
respective directors, officers and employees ("Titan Indemnified
Part(y)(ies)") and Tedco and its Affiliates and their respective
directors, officers and employees ("Tedco Indemnified Part(y)(ies)"
harmless from and against any and all costs, expenses and/or
liabilities, incurred by the Titan Indemnified Part(y)(ies) or the
Tedco Indemnified Part(y)(ies) (including, but not limited to, (i)
costs of investigation and defense, including without limitation court
costs and reasonable attorneys and other third party fees and (ii) to
the extent permitted by Law, any fines, penalties and forfeitures in
connection with any proceedings against a Titan or Tedco Indemnified
Party) caused by (a) any willful or intentional Breach of this
Agreement by PSN; (b) the infringement by PSN or any Affiliate on
rights protected under the patent, trademark, servicemark, trade
secret or copyright laws of the United States or any state thereof or
of any other governmental entity or body outside the United States as
produced and/or manufactured; or (c) the retention and/or use by PSN
of any vendor or supplier to fulfill any part of its obligations under
this Agreement.

15.2 TEDCO'S OBLIGATIONS.

Tedco shall indemnify and hold PSN and its Affiliates, and their
respective directors, officers and employees (the "PSN Indemnified
Part(y)(ies)") and the Titan Indemnified Part(y)(ies) harmless from
and against any and all costs, expenses and/or liabilities, incurred
by the PSN Indemnified Part(y)(ies) or the Titan Indemnified
Part(y)(ies) (including, but not limited to, (i) costs of
investigation and defense, including without limitation court costs
and reasonable attorneys and other third party fees and (ii) to the
extent permitted by Law, any fines, penalties and forfeitures in
connection with any proceedings against a PSN or Titan Indemnified
Party) caused by (a) any willful or intentional Breach of this
Agreement by Tedco; (b) the infringement by Tedco or any Affiliate on
rights protected under the patent, trademark, servicemark, trade
secret or copyright laws of the United States or any state thereof or
of any other governmental

<PAGE>

entity or body outside the United States; and/or (c) the retention
and/or use by Tedco of any vendor or supplier to fulfill any part of
its obligations under this Agreement.

15.3 TITAN'S OBLIGATIONS.

Titan shall indemnify and hold the PSN Indemnified Part(y)(ies) and
the Tedco Indemnified Part(y)(ies) harmless from and against any and
all costs, expenses and/or liabilities, incurred by the PSN
Indemnified Part(y)(ies) or the Tedco Indemnified Part(y)(ies)
(including, but not limited to, (i) costs of investigation and
defense, including without limitation court costs and reasonable
attorneys and other third party fees and (ii) to the extent permitted
by Law, any fines, penalties and forfeitures in connection with any
proceedings against a PSN or Tedco Indemnified Party) caused by (a)
any willful or intentional Breach of this Agreement by Titan; (b) the
infringement by Titan or any Affiliate on rights protected under the
parent, trademark, servicemark, trade secret or copyright laws of the
United States or any state thereof or of any other governmental entity
or body outside the United States; and/or (c) the retention and/or use
by Titan of any vendor or supplier to fulfill any part of its
obligations under this Agreement.

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16. BREACH

16.1 DEFINITION.

Subject to the terms and conditions of Section 15, if either PSN or
Tedco, on the one hand, or Titan, on the other hand, fails to
perform any material obligation under this Agreement, and such
failure shall continue unremedied for thirty (30) days following
written notice of such failure (a) from Titan, if such failure is
by PSN or Tedco and (b) jointly by Tedco and PSN if such failure is
by Titan, such failure shall, after expiration of said thirty (30)
days constitute a "Breach(ing)" of this Agreement.

16.2 CONSEQUENCES.

In the event of a Breach of this Agreement, the non-Breaching party
may, at its option, terminate this Agreement without any further
obligation or liability hereunder. The non-Breaching party shall
also have the right to pursue any and all rights it may have
against the Breaching party now or hereafter under the Law,
including without limitation (i) the right to obtain injunctive
relief, if necessary, in order to prevent the other party from
willfully or intentionally Breaching its obligations under this
Agreement or to compel the other party to perform its obligations
under this Agreement; and (ii) the right to reasonable attorneys'
and other third-party fees. For the purposes hereof, in the case
of a Breach by either PSN or Tedco, the non-Breaching party shall
be Titan and, in the case of a Breach by Titan, the non-Breaching
party shall be Tedco and PSN, collectively.

<PAGE>

17. COMPLIANCE WITH LAWS.

Tedco and PSN agree that they will not, directly or through an
intermediary, give or offer to give anything of value to a
government official or representative or a political party official
or candidate for political office for purposes of inducing such
person to use his influence to assist Tedco, PSN or Titan in
obtaining or retaining business or to benefit Tedco, PSN or Titan
or any other person in any way, and will not otherwise violate the
U.S. Foreign Corrupt Practices Act of 1977. Any such breach of the
foregoing obligation shall constitute a material breach of this
Agreement. Tedco and PSN acknowledge that the products to be
provided by Titan pursuant to this Agreement may be subject to
approval for export by the United States government, and,
accordingly, each of the parties hereto agree that this Agreement
is subject to all United States laws and regulations related to
export and to all administrative acts of the United States
Government pursuant to such laws and regulations.

<PAGE>

18. FORCE MAJEURE.

As used in this Agreement, "Force Majeure" means any act of God,
governmental action or Law (whether in its sovereign or contractual
capacity), or any other circumstances reasonably beyond the control
of the party including, but not limited to, weather or acts or
omissions of the other party or any other Person (excluding any
Affiliates of such party). If any failure or delay by either party
in the performance of any of that party's obligations under this
Agreement results from a Force Majeure, that failure or delay shall
not constitute a Breach of this Agreement.

<PAGE>

19. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT:

(a) IT IS EXPRESSLY AGREED THAT THE PARTIES' SOLE OBLIGATIONS, LIABILITIES
AND EXCLUSIVE REMEDIES UNDER THIS AGREEMENT FOR ANY CAUSE WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, LIABILITY ARISING FROM NEGLIGENCE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE TRANSACTIONS
CONTEMPLATED HEREBY ARE LIMITED TO THOSE SET FORTH IN SECTIONS 15, 16
AND 23 AND ALL OTHER REMEDIES OF ANY KIND ARE EXPRESSLY EXCLUDED.

(b) IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ACTUAL DAMAGES PURSUANT TO
THIS AGREEMENT IN AN AMOUNT WHICH IN THE AGGREGATE IS GREATER THAN THE
TOTAL AMOUNT DUE PURSUANT HERETO AS SET FORTH IN SECTION 4.1.

(c) IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES, WHETHER FORESEEN OR NOT, OCCASIONED BY ANY
FAILURE TO PERFORM OR THE BREACH OF ANY OBLIGATION UNDER THIS
AGREEMENT FOR ANY CAUSE WHATSOEVER.

(d) THE FOREGOING DOES NOT, AND IS NOT INTENDED TO, PRECLUDE ANY PARTY
FROM OBTAINING INJUNCTIVE RELIEF OR OTHER EQUITABLE REMEDIES WHICH ARE
SPECIFICALLY PERMITTED HEREUNDER.

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<PAGE>

20. ASSIGNMENT.

Neither this Agreement nor any duty or right under it shall be delegated or
assigned by any party without the prior written consent of each other
party, which consent shall not be unreasonably withheld.

32
<PAGE>

21. CONFIDENTIALLY

21.1 DEFINITIONS.

As used in this Agreement, the following terms shall have the meaning
set forth below:

(a) "Disclosing Party" shall mean the party which is disclosing
Proprietary Information:

(b) "Receiving Party" shall mean the party to which Proprietary
Information is disclosed:

(c) "Proprietary Information" shall mean information of any nature in
any form, including without limitation all writings, memoranda,
copies, reports, papers, surveys, analyses, drawings, letters,
computer printouts, software, specifications, data, graphs,
charts, sound recordings and/or pictorial reproductions which
have been reduced to written form. All Proprietary Information
shall be marked as proprietary with an appropriate legend,
marking, stamp or other obvious written identification by the
Disclosing Party prior to disclosure. In the event either party
discloses its Proprietary Information to the other party other
than in the manner provided for above, the Disclosing Party shall
promptly inform the Receiving Party that such information is
deemed proprietary, and shall provide the Receiving Party with a
brief written description of such information within thirty (30)
days of such disclosure, identifying therein the manner, place,
and date of such disclosure and the names of the Receiving
Party's representatives to whom such disclosure was made.

21.2 OBLIGATIONS CONCERNING PROPRIETARY INFORMATION.

Upon receiving Proprietary Information, the Receiving Party shall keep
in strict confidence and not disclose to any Person any of the
Disclosing Party's Proprietary Information except as otherwise
provided by the terms and conditions of this Agreement. The Receiving
Party shall not use such Proprietary Information except for the
purposes expressly identified herein without the prior written
approval of the Disclosing Party.

The Receiving Party shall not be liable for disclosure or use of any
Proprietary Information if the same:

<PAGE>

(a) is in or enters the public domain, other than by a Breach of this
Agreement, prior to such disclosure by the Receiving Party;

(b) is known to the Receiving Party at the time of first receipt or
thereafter becomes known to the Receiving Party without similar
restrictions from a source other than the Disclosing Party whom
the Receiving Party knows not to be similarly bound; or

The Receiving Party will make Proprietary Information of the
Disclosing Party available only to those of its employees having a
"need to know" in order to carry out their functions in connection
with the purpose stated in the recitals hereof. The Receiving Party
shall not mechanically copy or otherwise reproduce Proprietary
Information except for the purpose of internal evaluation. Each of
such copies or reproductions shall contain the same proprietary
marking as the original.

The disclosure of Proprietary Information hereunder shall not be
construed as granting either a license under any patent, application,
or copyright, or any right of ownership in said Proprietary
Information, nor shall such disclosure constitute any representation,
warranty, assurance, guarantee or inducement by the Disclosing Party
with respect to infringement of patents or other rights of others.

Should the Receiving Party be required to disclose Proprietary
Information received by order of a governmental agency, legislative
body or court of competent jurisdiction, the Receiving Party shall
promptly notify the Disclosing Party thereof, and, upon the request of
the latter shall fully cooperate with the Disclosing Party in
contesting such disclosure. If after such contest disclosure is still
required, then the Receiving Party shall seek confidential treatment
of such information from such governmental agency, body or court.
Except in connection with failure to discharge responsibilities set
forth in the proceeding sentence, neither party shall be liable in
damages for any disclosures pursuant to such governmental, legislative
or judicial order.

All Proprietary Information in tangible forms of expression which has
been delivered or thereafter created by copy or reproduction pursuant
to this Agreement shall be and remain the property of the

34
<PAGE>

Disclosing Party. All such Proprietary Information and any and all
copies and reproductions thereof shall, within thirty (30) days of
written request by the Disclosing Party, be either promptly returned
to the Disclosing Party or destroyed at the Disclosing Party's
direction. In the event of such requested destruction, the Receiving
Party shall provide to the Disclosing Party written certification of
compliance therewith within thirty (30) days of such written request.

21.3 PRESS RELEASE.

The parties shall use their best reasonable efforts to agree upon a
mutually acceptable press release with respect to the parties' general
business relationship under this Agreement and to jointly issue and
release such press release as soon as reasonably practical.

21.4 GENERAL.

The provisions of this Section 21 shall control in lieu of and
notwithstanding any proprietary or restrictive legends or statements
inconsistent with this Section 21 which may be associated with any
particular information hereunder. The provisions of this Section 21
shall continue to govern the exchange of information for five (5)
years after this Agreement is terminated.

35
<PAGE>

22. TERM

Except as otherwise set forth herein, the "Term" of this Agreement shall be
[...***...] from the date hereof, at which time this Agreement, as well as
all rights and obligations of the parties hereunder (except as set forth in
Section 24.8), shall automatically terminate.

* Confidential Treatment Requested

<PAGE>

23. SETTLEMENT OF DISPUTES; ARBITRATION.

23.1 DISPUTES.

Any dispute or disagreement arising between any of the parties hereto
shall be resolved according to the following dispute resolution
procedure: First, such dispute shall be addressed to each party's
project manager for discussion and attempted resolution. If any such
dispute cannot be mutually resolved by such project managers within
five (5) business days, then such dispute shall be immediately
referred to the President of each party for discussion and attempted
resolution. If such dispute cannot be mutually resolved by such
parties' representatives within fifteen (15) days (or such longer
period as may be mutually agreed upon), then such dispute or
disagreement shall be referred to arbitration in London, England, in
accordance with the International Commercial Arbitration Rules (the
"Arbitration Rules") of the International Chamber of Commerce ("ICC")
in effect on the date such notice is given, except that such
arbitration shall be before one arbitrator. Once appointed, the
arbitrator shall appoint a time and place for a prehearing status
conference not more than fifteen (15) days from the date of his or her
appointment, and shall appoint a time and place for a final hearing
not more than forty-five (45) days from the date of the status
conference. The final hearing shall conclude no later than thirty
(30) days after its commencement. The parties hereto agree and
acknowledge that in the event of any dispute or disagreement between
them, each of the parties shall continue to perform their obligations
pursuant to this Agreement during the pendency of the dispute
resolution procedures set forth herein; PROVIDED, HOWEVER, that Titan
shall only be obligated to perform pursuant to this Agreement so long
as (a) Tedco and PSN continue to make payments hereunder pursuant to
the provisions of Section 6.1 hereof, or (b) Titan is able to continue
drawing dawn under the Letters of Credit as described in Section 6.2,
6.3 and/or 6.4 hereof. Notwithstanding the above, the parties shall
have the right to seek injunctive relief in any federal or state court
of competent jurisdiction in California.

23.2 ARBITRATOR.

The party that demands arbitration of the unresolved dispute or
disagreement shall specify in writing the matter to be submitted to
arbitration and at the same time choose and nominate a

<PAGE>

competent person to act as the arbitrator. Within seven (7) days
after such notice, the other party shall indicate in writing its
concurrence or non-concurrence in the arbitrator nominated by the
other party. If the parties to such arbitration fail to concur in the
proposed arbitrator, then upon application by either party, the
dispute or disagreement shall be referred for resolution by a single
arbitrator appointed in accordance with the Arbitration Rules by the
ICC.

23.3 AWARD.

Prior to the final hearing of any arbitration proceeding, each party
shall present to the arbitrator and the other party a proposed award.
The arbitrator shall be required to adopt as the final award, and
without modification, one of the awards proposed by the parties. The
arbitrator shall render a written decision stating with reasonable
detail the reasons for the award adopted. Any cash component of the
adopted award shall be payable in United States dollars through a bank
in the United States.

23.4 COSTS.

Each party shall bear its own cost of preparing for and presenting its
case; and the cost of arbitration, including the fees, and expenses of
the arbitrator, will be shared equally by the parties to such
arbitration.

23.5 ENFORCEMENT.

The arbitration award shall be final and binding upon the parties and
may be confirmed by the judgment of any court having appropriate
jurisdiction including without limitation California. Each party
hereto specifically reserves the right to seek specific performance,
injunctive relief and their equitable remedies in any court having
appropriate jurisdiction. To the extent that this Agreement provides a
party with a right to seek injunctive relief, such party may seek
injunctive relief in any state or federal court of competent
jurisdiction to enforce its rights as set forth in this Agreement.

<PAGE>

24. MISCELLANEOUS

24.1 APPLICABLE LAW; ENTIRE AGREEMENT: MODIFICATION.

The existence, validity, construction, operation and effect of this
Agreement (including without limitation Section 23), and the Schedules
and Exhibits hereto, shall be determined in accordance with, and be
governed by, the laws of the State of California. This Agreement, and
the Schedules and Exhibits hereto, constitute the entire agreement
between the parties and supersede all previous understandings,
commitments or representations concerning the subject matter. Each
party acknowledges that the other party has not made any
representations other than those which are specifically set forth
herein. This Agreement may not be amended or modified in any way, and
none of its provisions may be waived, except by a writing signed by an
authorized officer of the party against whom the amendment,
notification or waiver is sought to be enforced.

24.2 NOTICES.

All notices and other communications from either party to the other
hereunder shall be in writing and shall be deemed received upon actual
receipt when personally delivered, upon acknowledgment of receipt if
sent by facsimile, or upon the expiration of the third business day
after being deposited in the United States mails, postage prepaid,
certified or registered mail, addressed to the other party as follows.

39
<PAGE>

TO PSN:

P.T. Pasifik Satelit Nusantara
Attn: Director
Sentra Mulia, Floor 12
Jalan R. Rasuna Said
Kav. X6 No. 8, Jakarta 12940

TO TEDCO GROUP LIMITED:

Tedco Group Limited
Attn: Director
Takashimaya Building
Tower A, Floor 23
NG EE AN
Orchard Road
Singapore

TO TITAN INFORMATION SYSTEMS:

Titan Information Systems Corp.
Attn: President
3033 Science Park Road
San Diego, California 92121

All payments to be made under this Agreement, if made by mail,
shall be deemed to have been made on the date of receipt thereof.
The parties hereto may change their addresses by giving notice
thereof in conformity with this Section 24.2.

24.3 SEVERABILITY.

Nothing contained in this Agreement shall be construed so as to
require the commission of any act contrary to Law, and wherever
there is any conflict between any provision of this Agreement and
any Law, such Law shall prevail; PROVIDED, HOWEVER, that in the
event of any such conflict, the provisions of this Agreement so
affected shall be curtailed and limited only to the extent
necessary to permit compliance with the minimum legal requirement,
and no other provisions of this Agreement shall be affected thereby
and all such other provisions shall continue in full force and
effect.

24.4 TAXES.

Except as set forth in Section 7, PSN (with respect to the Regional
Equipment) and Tedco (with respect to the Rural Terminals) shall be
responsible for any and all property or sales taxes assessed

40
<PAGE>

by any local, state, national or international, public or
quasi-public governmental entity based upon the sale of such
Products to Tedco and/or PSN, as applicable hereunder. Each party
shall be responsible for the payment of its own income or similar
taxes.

24.5 SUCCESSORS, ASSIGNMENT.

Subject to the limitations and exceptions set forth in Sections 19
and 20, this Agreement shall be binding on and shall inure to the
benefit of any and all successors and permitted assigns of the
parties; PROVIDED, HOWEVER, that no assignment of this Agreement
shall relieve either party hereto of its obligations to the other
party. Any purported assignment by either party not in compliance
with the provisions of this Agreement shall be null and void and
of no force and effect.

24.6 HEADINGS.

The descriptive headings of the several sections and paragraphs of
this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.

24.7 PREEMINENCE OVER EXHIBITS.

In the event that any inconsistency exists between the provisions
of this Agreement and any Schedules or Exhibits attached hereto,
the provisions of this Agreement shall supersede the provisions of
any such Schedules or Exhibits.

24.8 SURVIVAL OF PROVISIONS.

The rights and obligations of Tedco, PSN and Titan pursuant to
Sections 15, 19, 21, 23, 24.4 and 24.8 shall survive any
termination of this Agreement.

24.9 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

All representations and warranties contained herein or made by the
parties, and each of them, in connection herewith shall survive the
execution and delivery of this Agreement and any independent
investigation made by either party.

24.10 NO THIRD-PARTY BENEFICIARIES.

The parties specifically disavow any desire or intention to create
a "third-party" beneficiary contract, and specifically declare that
no Person, except for the parties and their successors, shall have
any rights hereunder nor any right of enforcement hereof.

41
<PAGE>

24.11 NON-WAIVER OF BREACH.

Each party hereto may specifically waive any Breach of this
Agreement by the other party, provided that no such waiver shall be
binding or effective unless in writing and no such waiver shall
constitute a continuing waiver of similar or other Breaches. A
waiving party, at any time, and upon notice given in writing to the
Breaching party, may direct future compliance with the waived term
or terms of this Agreement, in which event the Breaching party
shall comply as directed from such time forward.

24.12 COUNTERPARTS.

This Agreement may be executed in several counterparts, each of
which shall be deemed an original, and all such counterparts
together shall constitute but one and the same instrument. The
parties also agree that this Agreement shall be binding upon the
faxing by each party of a signed signature page thereof to the
other party. If such faxing occurs, the parties agree that they
will each also immediately post, by an international express
courier such as Federal Express, DHL, TNT (or other similar
services), a fully executed original counterpart of the Agreement
to the other party

<PAGE>

25. DOCUMENTS.

Each party hereto agrees to execute and, if necessary, to file with the
appropriate governmental entities, such documents, and take such further
action, as the other party hereto shall reasonably request in order to
carry out the purposes of this Agreement.

43
<PAGE>

26. NO AGENTS.

Except as otherwise expressly provided in this Agreement, no party hereto
shall act as an agent of any other party hereto, or take any action or do
anything that would create an obligation or liability of any party hereto
or cause any other party (not a party to this Agreement) to believe that
such party is an agent of any party hereto or that such party is authorized
to act on behalf of any party hereto. Notwithstanding the foregoing, the
parties hereto agree and acknowledge that, for the purposes of Sections 8
and 9 of this Agreement, PSN is hereby authorized by Tedco to act on behalf
of Tedco in any dealings with Titan such that all rights and obligations of
Titan pursuant thereto shall be exercised on behalf of Tedco by PSN.

44
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

TITAN INFORMATION SYSTEMS CORPORATION P.T. PASIFIK SATELIT NUSANTARA

By: /s/ Fredrick L. Judge By: /s/ Adi R. Adiwoso
----------------------------------- ------------------------------

Its: President and CEO Its: President, Director
---------------------------------- ------------------------------

TEDCO GROUP LIMITED

By: /s/ Ronald Korompis
------------------------------

Its: Director
-----------------------------

<PAGE>

Schedule 1.8(a)
HUB Key Elements
(Attached hereto: totaling page)
TITAN/PSN Proprietary

Equipment Quantity
- ---------------------------------------------------------------------------
DAMA Network Control Computer
(Redundant) [...***...]

Keyboard and Monitor [...***...]

DAMA Network Control Software [...***...]

Channel Control Mode (Burst Modem) [...***...]

Communication Modems [...***...]

Voice Cards
(may be integrated with modem) [...***...]

PSTN Integration Unit [...***...]

Cables and Equipment Rack [...***...]

* Confidential Treatment Requested

<PAGE>

Schedule 1.8(b)
NCS Key Elements
(Attached hereto: totaling page)
TITAN/PSN Proprietary

Equipment Quantity
- ---------------------------------------------------------------------------

Master DAMA Network Control Computer
(Redundant) [...***...]

Keyboard and Monitor [...***...]

Master Network Control Software [...***...]

Fully redundant Channel Control Modems
(Burst Modem) [...***...]

Communications Modems [...***...]

Voice Cards (may be integrated with modem) [...***...]

Cables and Equipment Rack [...***...]

* Confidential Treatment Requested

<PAGE>

Schedule 2.1 (a)

[...***...]

* Confidential Treatment Requested

<PAGE>

Schedule 2.1(b)

[...***...]

* Confidential Treatment Requested

<PAGE>

SCHEDULE 2.1(C)
RURAL TELEPHONE SYSTEM
MASTER MILESTONE SCHEDULE

[...***...]

* Confidential Treatment Requested

<PAGE>

SCHEDULE 4.3(a)

[...***...]

<PAGE>

SCHEDULE 4.3 (b)

[...***...]

* Confidential Treatment Requested

<PAGE>

PROPRIETARY 9/17/96

SCHEDULE 5(a)

RURAL TELEPHONE SYSTEM

DELIVERY SCHEDULE

[...***...]

* Confidential Treatment Requested

<PAGE>

Schedule 12.2
Satellite System Specifications
(Attached hereto; totalling 3 pages)
Titan/PSN Proprietary

<PAGE>

PAYLOAD DESIGN:
[LOGO] C-BAND FREQUENCY & POLARIZATION PLAN [LOGO]

[ART]

<PAGE>

SPACECRAFT CHARACTERISTICS/PERFORMANCE

- -------------------------------------------------------------------------------
PAYLOAD

C-Band
Number of transponders 24 standard, 6 extended
Channel bandwidth 36 MHz
Channel guard band 4 MHz
Frequency bands
Receive 5927 to 6663 MHz
Transmit 3402 to 4198 MHz
Saturating flux density -80 to -95 dBW/m(2)
G/T -2.5 to -6.5 dB/K
EIRP 35 dBW
Antenna
Design Dual-surface gridded shaped reflectors,
one corrugated feed horn per surface
diplexed for transmit and receive
Coverage Indonesia, other Asian countries,
Australia, and New Zealand
Receivers 1.5 dB noise figure, 29 dB gain.
Standard: 2225 MHz
Extended: 3025 MHz frequency translation
Channel gain control 0 to 15 dB attenuation in 1 dB steps
High power amplifiers 30-21.75W SSPAs
B - 26.75W SSPAs
Redundancy
LNA 4-for-2 (2 groups)
SSPA 2 rings (15-for-12)
Standard D/C 4-for-2 (2 groups)
Extended D/C 4-for-2
Ku-Band
Number of transponders 4
Channel bandwidth 72 MHz
Channel guard band
Between channels (1-2 & 3-4) 88 MHz
At band edge (between Chl 2-3) 288 MHz
Frequency bands and polarization
Receive 13754 to 14486 MHz (horizontal &
vertical)
Transmit 10954 to 11686 MHz (horizontal &
vertical)
Saturating flux density -80 to -95 dBW/m(2)
G/T 3.0 dB/K
EIRP 50 dBW
Antenna
Design Dual-surface gridded shaped reflectors,
one corrugated feed horn per surface
Coverage Sumatra, Java, Bali, SE Asia, Eastern
China, Korea, Japan, Guam
Receivers 1.5 dB noise figure, 57.5 dB gain.
2800 MHz frequency translation
Channel gain control 0 to 15 dB attenuation in 1 dB steps
High power amplifiers 6-135W TWTAs
Redundancy
Receivers 4-for-2
TWTAs 6-for-4 135W TWTAs
- -------------------------------------------------------------------------------

<PAGE>

AMENDMENT NO. 1
TO
AMENDED AND RESTATED AGREEMENT
(NO. 030/KON/PSN-IX/95)

BETWEEN

TITAN INFORMATION SYSTEMS CORPORATION

AND

PT. PASIFIK SATELIT NUSANTARA

FOR

"EQUIPMENT PURCHASE"

<PAGE>

AMENDMENT NO. 1 TO
AMENDED AND RESTATED AGREEMENT
(NO. 030/KON/PSN-IX/95) FOR EQUIPMENT PURCHASE

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT (NO.
030/KON/PSN-IX/95) FOR EQUIPMENT PURCHASE (this "Amendment") is entered into
as of December 4, 1997 by and between TITAN INFORMATION SYSTEMS CORPORATION,
a Delaware Corporation ("Titan"), and PT. PASIFIK SATELIT NUSANTARA, an
Indonesian corporation ("PSN").

WHEREAS, Titan, PSN and Tedco Group Limited, a Singaporean corporation,
entered into an Amended and Restated Agreement (No. 030/KON/PSN-IX/95) for
Equipment Purchase, dated September 17, 1996 (the "Agreement"). Capitalized
terms contained herein shall have the meanings set forth in the Agreement;

WHEREAS, PSN desires to purchase from Titan and Titan desires to sell to
PSN additional Rural Terminals for use in Indonesia, including its Key
Elements; and

WHEREAS, Titan and PSN desire to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises set forth below, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Section 4.2 of the Agreement is hereby amended to read in its entirety
as follows:

4.2 FOLLOW-ON ORDERS.

(A) FIRST FOLLOW-ON ORDER.

Titan will design, manufacture, or have manufactured and
deliver to PSN an additional [...***...] without
[...***...] (the "First Follow-On Order") to be deployed
in Indonesia only. Delivery of the First Follow-On Order
shall be made in the manner set forth in Section 5. the
provisions of Section 4.1, the aggregate purchase price
payable by PSN to Titan for the Rural Terminals contained
in the First Follow-On Order shall be as follows:

* Confidential Treatment Requested

<PAGE>

[...***...]

The non-recurring engineering fee covers the following
upgrades to the Rural Terminals to be delivered under the
First Follow-On Order and will be payable upon delivery of
reorder Rural Terminal under the First Follow-On Order:

(i) Redundant NCS, as specified on Schedule 4.2(a)
attached hereto.

(ii) Metering Pulse Implementation, as specified on
Schedule 4.2(a) attached hereto.

(iii) TUT Replacement, as specified on Schedule
4.2(a) attached hereto.

(iv) Project Plan for Improved Channel Spacing, as
specified on Schedule 4.2(a) attached hereto.

(B) ADDITIONAL FOLLOW-ON ORDERS.

Upon delivery of the First Follow-On Order to PSN and
payment therefore to Titan in accordance with Section
4.2(a), PSN may order, until December 31, 1999, up to an
additional [...***...] Rural Terminals without antenna, in
minimum increments of [...***...] per order, at a price of
[...***...] to be deployed in Indonesia only (any such
order being called an "Additional Follow-On Order").
Deliveries of Rural Terminals ordered pursuant to this
Section will be delivered at a rate of [...***...] Rural
Terminals per month, unless changed in accordance with
Section 5.

* Confidential Treatment Requested

<PAGE>

2. Section 5 of the Agreement is hereby amended to read in its entirety as
follows:
5. DELIVERY AND PRODUCTION SCHEDULE.

Delivery of the first [...***...] Rural Terminals under the First
Follow-On Order shall take place no later than December 31, 1997,
and the remainder of the deliveries under the First Follow-On
Order shall take place as set forth on Schedule 5(b) attached
hereto. Monthly delivery quantities may be increased with no
increase in unit price, on mutual agreement of the parties and
with ninety (90) days advance notice.

3. A new Section 6.3(c) is hereby added to the Agreement and shall read
in its entirety as follows:

No later than December 10, 1997, PSN shall post an irrevocable
letter of credit in U.S. dollars in the amount of [...***...]
in favor of Titan confirmed with a U.S. chartered bank mutually
agreeable to Titan and PSN upon terms mutually agreeable to
PSN. Thereafter, commencing on January 2, 1998 (the "Letter of
Credit Date"), PSN shall deliver to Titan four consecutive
irrevocable letters of credit in U.S. dollars, with one such
letter of credit to be delivered on the Letter of Credit Date
and each other letter of credit to be delivered every four
months following the Letter of Credit Date, each in the amount
of [...***...] confirmed with a U.S. chartered bank mutually
agreeable to Titan and PSN upon terms mutually agreeable to
PSN. The first letter of credit shall be used to pay the
non-recurring engineering fee of [...***...] pursuant to
Section 4.2(a) together with payment in full for the first
[...***...] Rural Terminals delivered pursuant to the First
Follow-On Order; each of the four subsequent letters of credit
issued pursuant to this Section 6.3(c) shall be used to pay for
[...***...] additional Rural Terminals to be delivered pursuant
to the First Follow-On Order. Each letter of credit delivered
to Titan pursuant to this Section 6.3(c) shall allow Titan to
draw down, at sight, each such letter of credit upon written
notice by Titan to such bank that (a) in the case of the
non-recurring engineering fee pursuant to Section 4.2(a), Titan
has shipped the first Rural Terminal to PSN under the First
Follow-On Order, such draw down being in

* Confidential Treatment Requested

<PAGE>

an amount equal to [...***...] and/or (b) Titan has shipped a
Rural Terminal under the First Follow-On Order to PSN, such
draw down being in an amount equal to the product of (i)
[...***...] multiplied by (ii) the number of Rural Terminals
referenced in the written notice to the bank as having been
shipped. In the event that PSN notifies Titan of an increase
in the monthly delivery quantities pursuant to Section 5, then
the amount of the irrevocable letter of credit should be
increased to an amount equal to the product of (i) [...***...]
multiplied by (ii) the quantity of Rural Terminals deliverable
in such four month period.

4. A new Section 6.3(d) is hereby added to the Agreement and shall read in
its entirety as follows:

(D) ADDITIONAL FOLLOW-ON ORDER PSN LETTERS OF CREDIT.

No less than thirty (30) days prior to the scheduled delivery
date for Rural Terminals under the first Additional Follow-On
Order pursuant to Section 4.2(d) (the "Additional Letter of
Credit Date"), PSN shall post an irrevocable letter of credit
in U.S. dollars in the amount of [...***...] in favor of Titan
confirmed with a U.S. chartered bank mutually agreeable to
Titan and PSN upon terms mutually agreeable to PSN. Thereafter
PSN shall deliver to Titan four consecutive irrevocable letters
of credit in U.S. dollars, with one such letter of credit to be
delivered every four months following the Additional Letter of
Credit Date (assuming that Additional Follow-On Orders are
being made pursuant to Section 4.2(b)), each in the amount of
[...***...] confirmed with a U.S. chartered bank mutually
agreeable to Titan and PSN upon terms mutually agreeable to
PSN. Each of the four subsequent letters of credit issued
pursuant to this Section 6.3(d) shall be used to pay for
[...***...] additional Rural Terminals to be delivered pursuant
to Additional Follow-On Orders. Each letter of credit
delivered to Titan pursuant to this Section 6.3(d) shall allow
Titan to draw down, at sight, each such letter of credit upon
written notice by Titan to such bank that Titan has shipped a
Rural Terminal under the Additional Follow-On Order to PSN,
such draw down being in an amount equal to the product of (i)

<PAGE>

[...***...] multiplied by (ii) the number of Rural Terminals
referenced in the written notice to the bank as having been
shipped. In the event that PSN notifies Titan of an increase
in the monthly delivery quantities pursuant to Section 5, then
the amount of the irrevocable letter of credit should be
increased to an amount equal to the product of (i) [...***...]
multiplied by (ii) the quantity of Rural Terminals deliverable
in such four month period.

5. The first and second sentences of Section 7 of the Agreement are
hereby amended to change "Titan's plant in San Diego, California" to "point
of manufacture in the U.S." The third sentence of Section 7 of the Agreement
is hereby amended to change "Titan's San Diego, California plant" to "point
of manufacture in the U.S."

6. Except as expressly amended pursuant to this Amendment, the
Agreement shall continue in full force and effect.

7. This Amendment shall be governed by the laws of the State of
California as applicable to contracts entered into and performed entirely
within the State of California by residents of California.

8. This Amendment may be executed in counterparts, each of which shall
be enforceable against the party actually executing such counterpart, and
which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

TITAN INFORMATION SYSTEMS PT. PASIFIK SATELIT NUSANTARA
CORPORATION

By: /s/ Frederick L. Judge By: /s/ Adi Adi Woso
------------------------ ----------------------------
Frederick L. Judge
President and Name:
Chief Executive Officer --------------------------

By: /s/ Carter S. Miller Title:
------------------------ ------------------------
Carter S. Miller
Managing Director

* Confidential Treatment Requested

5.
<PAGE>

SCHEDULE 4.2(a)
UPGRADES TO RURAL TERMINALS

1. REDUNDANT NCS.

Titan will develop a capability to have a second NCS suite of hardware
operate as a Redundant NCS and take over if the primary NCS fails. The
second NCS will utilize an NCS computer, a CC computer and a full set of FOW
and ROW modems and a hardware switch to switch from the primary to the
secondary NCS. The secondary NCS will maintain a data base that duplicates
the primary NCS so that the secondary NCS has full knowledge of all calls
that are in progress and will be able to take over operation from the primary
NCS without disconnecting calls in progress. The system will include one NMS
computer; since the system can continue operation even if the NMS fails,
redundancy of that computer is not required. The various operating
components, NMS, NCS, CC and modems will exchange keep alive packets to
assure that all components are working. If the keep alive packets are not
received properly, a baton pass will be initiated so that the secondary NCS
takes over operation and the primary NCS is taken off line.

This development will provide for redundancy when the secondary NCS is
co-located with the primary NCS. It will be easily extendible, with some
separately funded hardware and software additions, to provide for the case
when the secondary NCS is at a different geographic location from the primary
NCS.

The development effort addressed herein is the development of the
software to implement the redundancy function. PSN will need to separately
procure the Secondary NCS' computers, CCM1500s and redundancy switch needed
to install the function.

This facility is planned to be operational in March 1998.

2. METERING PULSE IMPLEMENTATION.

Titan will add generation of the metering pulse in the RTT hardware and
software. The metering pulse is a [...***...]. The tone is
only applicable for RTT-originated calls, as it is used for initiating
billing to a payphone. The tone is added to the voice channel from the RTT
towards the telephone attached to the RTT whenever the PSTN phone answers the
call (this indicates to a payphone, such as the TUT phone, that it should
start charging the user).

The implementation requires the following changes:

* Confidential Treatment Requested

1.
<PAGE>

(A) The RTT hardware starting with serial number 090046002 will
contain new circuitry to generate the tone. It will start and
stop the generation of the tone upon command from the CSP.

(B) The CSP software was changed at version 3.17 to create the
metering pulse upon receipt of the answer indication from Telkom.

3. TUT REPLACEMENT.

Titan will implement new code such that the billing information is
provided over the satellite link, rather than being calculated by the TUT.
This will allow PSN to use any inexpensive phone at the RTT site.

The planned architecture is that the NCS will connect to a computer
provided by PSN that contains the billing tariff algorithms and provides the
billing calculation. The final cost of the call will then be transmitted
over the satellite link and printed on a small printer, provided by PSN, that
is attached to the data port on the RTT Indoor Unit.

4. PROJECT PLAN FOR IMPROVED CHANNEL SPACING.

The original Xpress Connection development contract specified that the
system would be capable of providing a minimum of [...***...] circuits per
transponder and channel tuning increments and occupancy would not be greater
than [...***...] per carrier. The [...***...] occupancy limit allows for up
to [...***...] per transponder. In order to provide the possibility of
increasing the number of channels per transponder, Titan will decrease the
channel tuning and occupancy to [...***...] per carrier. With this spacing,
the number of channels per transponder could potentially be increased to
[...***...] channels per transponder if link budget restrictions and maximum
satellite power restrictions could be met.

The number of channels that can be supported on a transponder is limited
by several factors such as satellite power limits, rain fade,
inter-modulation products, local interference, and adjacent channel
interference. The combined effects of these, and how much margin must be
designed into the link budget to account for them, can be most accurately
measured by gathering data from a system after it is running with a large
volume of traffic. Therefore, Titan is proposing that the system be operated
with [...***...] channels per transponder and then analyze the results and
determine if it is practical to operate the system with more than [...***...]
channels per transponder.

Titan plans to have this development available in January 1998.

* Confidential Treatment Requested

2.
<PAGE>

SCHEDULE 5(b)

RURAL TELEPHONE SYSTEMS

DELIVERY SCHEDULE

[...***...]

* Confidential Treatment Requested

<PAGE>

AMENDMENT

(No.045/KON/PSN-XII/97)

AMENDMENT NO. 1

(No.044/KON/PSN-XII/97)

BETWEEN

TITAN INFORMATION SYSTEMS CORPORATION

AND

PT. PASIFIK SATELIT NUSANTARA

FOR

"EQUIPMENT PURCHASE"

<PAGE>

AMENDMENT TO AMENDMENT NO.1
FOR EQUIPMENT PURCHASE

THIS AMENDMENT TO AMENDMENT NO. 1 (NO. 044/KON/PSN-XII/97) FOR EQUIPMENT
PURCHASE (this "Amendment") is entered into as of December 6, 1997, by and
between TITAN INFORMATION SYSTEMS CORPORATION, a Delaware Corporation
("Titan"), and PT.PASIFIK SATELIT NUSANTARA, an Indonesian corporation
("PSN").

WHEREAS, Titan, PSN and Tedco Group Limited, a Singapore corporation,
entered into an Amended and Restated Agreement (No. 030/KON/PSN-IX/95) for
Equipment Purchase, dated September 17, 1996 (the "Agreement"). Capitalized
terms contained herein shall have the meanings set forth in the Agreement.

WHEREAS, Titan and PSN entered into an Amendment No. 1 to Amended and
Restated Agreement (No. 044/KON/PSN-XII/97) for Equipment Purchase, dated
December 4, 1997 (the "Amendment No. 1"); and

WHEREAS, Titan and PSN desire to amend the Amendment No. 1 as set forth
below.

NOW THEREFORE, in consideration of the foregoing premises and the mutual
promises set forth below, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. A new Section 6.3(c) of the Amendment No. 1 is hereby revised and
added to the Agreement and shall read in its entirety as follows:

1. For [...***...] unit of Rural Terminal without antennas
(hereinafter referred to as "First Batch") including the
Non-Recurring Fee on pro-rata basis counting the number of
the Rural Terminal being ordered, PSN will issue the
Purchase Order (hereinafter referred to as "PO"), within
10 (ten) working days after the date of this Amendment.
Titan then will deliver the First Batch by December 31,
1997. However, Titan shall immediately, after shipment the
First Batch, send to PSN all necessary shipping documents
(including the Bill of Lading, Titan's commercial invoice,
Packing List and Insurance Certificate, only applicable if
PSN instruct Titan to do so, whereby PSN will be the
beneficiary) (hereinafter referred to

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<PAGE>

as "Shipping Documents"), PSN will make the payment to
Titan at the amount of [...***...] for the First Batch and to
be available in Titan's account no later than March 27, 1998.

2. For the remaining [...***...] unit of Rural Terminal
without the antennas, the delivery schedule described in
schedule 5b in the Amendment No. 1 hereby adjusted to begin
deliveries in March 1988. PSN will issue 4(four) PO in
following sequence: (a) the first PO of [...***...] units,
to be issued on February 1, 1998; (b) the second PO of
[...***...] units, to be issued on June 1, 1998: (c) the
third PO of [...***...] units, to be issued on October 1,
1998; (d) the fourth PO of [...***...] units, to be issued
on February 1, 1999. Upon receipt of PO Titan will issue
and invoice and send by fax to PSN. PSN will, not later
than 14 (fourteen) working days after the date of each PO
will pay Titan [...***...] of the amount of the PO by means
of Telegraphic Transfer. The remaining balance of
[...***...] will be paid by means of Telegraphic Transfer
no later than 14 (fourteen) working days after the date PSN
receive the Shipping Document. Titan, subject to the
issuance of the PO by PSN, effective of March 1998, will
begin shipping [...***...] units of Rural Terminal without
the antennas per month until July 1999 whereby the final
shipment of [...***...] units will complete the shipment of
the [...***...] Rural Terminal without antennas.

2. A new Section 6.3(d) is being added to the Agreement by Amendment
No. 1 hereby is amended and shall read in its entirety as follows:

(d) OPTION FOR ADDITIONAL FOLLOW-ON ORDER.

PSN, may, by written notice to Titan on or prior [...***...]
place an order of [...***...] Rural Terminal without antennas
with the price of [...***...]. The delivery schedule, the
issuance of PO and the payment mechanism will use the agreed
terms and condition as stipulated in Section 6.3(c) paragraph
2 above. The Parties shall negotiate in good faith on timely
manner at the appropriate time.

* Confidential Treatment Requested

<PAGE>

3. The delivery schedule contains uncertainties that may beyond the
control of PSN; consequently PSN may adjust the schedule of delivery. Titan
agreed to cooperate with PSN on making the necessary adjustment, however PSN
will notified Titan 90 (ninety) days in advance of its intention; provided
however, PSN agree in no event will any adjustment be made shall cause the
delivery schedule to less than [...***...] units per month.

4. [...***...]

5. Except as expressly amended pursuant to this Amendment, the
Agreement and the Amendment No. 1 shall continue in full force and effect.

6. The Parties agreed to prepare and sign a mutually agreeable service
agreement (hereinafter referred to as the "Service Agreement") which
identifies the details of Titan's Warranty performance under the Agreement as
well as necessary Titan support for the Rural Terminals after the Warranty
period is finished. The parties agreed to begin this process within 10 days
after signing this agreement.

7. This Amendment shall be governed by the laws of the State of
California as applicable to contracts entered into and performed entirely
within the State of California by residents of California.

8. This Amendment may be executed in counterparts, each of which shall
be enforceable against the party actually executing such counterpart, and
which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

TITAN INFORMATION SYSTEMS PT. PASIFIK SATELIT NUSANTARA
CORPORATION

By: /s/ FREDERICK L. JUDGE By: /s/ ADI R. ADIWOSO
--------------------------------- ---------------------------
Frederick L. Judge Name: Adi R. Adiwoso
President and Title: President, Director
Chief Executive Officer

By: /s/ CARTER S. MILLER
---------------------------------
Carter S. Miller
Managing Director

* Confidential Treatment Requested

<PAGE>
*** Text omitted and filed separately
confidential treatment requested
under 17 C.F.R. Sections 200.80,
200.83 and 240.24b-2

EQUIPMENT PURCHASE AGREEMENT

This agreement (the "Agreement") is made this 27 day of June, 1996 by
and between United Communication Industry Public Company Limited, a Thailand
corporation having its principal place of business at 499/5 Benchachinda Bldg.,
16th Floor, Tower B, Vibhavadi Rangsit Road, Chatuchak, Bangkok, Thailand 10900
(hereinafter "UCOM") and Titan Information Systems Corporation, a Delaware
corporation having its principal place of business at 3033 Science Park Road,
San Diego, California 92121, U.S.A. (hereafter "Titan").

WITNESSETH

WHEREAS, UCOM desires to develop and operate a VSAT network for the
BAAC which will be deployed throughout Thailand on the THAICOM 2 system (as
defined) in order to provide administrative telephone service and data to BAAC
bank branches; and

WHEREAS, Titan will supply numerous multi-port satellite modems with
data, fax and voice capability; and

WHEREAS, the VSAT's will be under the control of a single dedicated
Network Control Station ("NCS") comprised of the DAMA network control hardware
and software and (NCT and NMS) link control channel located in Bangkok; and

WHEREAS, UCOM desires to purchase from Titan and Titan desires to sell
to UCOM the modems (NCT and NMS) collectively, each including their Key Elements
(as defined), the Key Equipment (as defined) for use in the BAAC Network and to
provide certain related services, pursuant to the terms and conditions set forth
herein.

NOW THEREFORE, in consideration of the promises and covenants herein
contained, the parties agree as follows:

1. DEFINITIONS

The following terms shall have the following meaning in this
Agreement:

(a) "BAAC" shall mean the Bank for Agriculture and Agricultural
Co-Operatives, the Ministry of Finance, the Government of
Thailand.

(b) "Key Elements" shall mean the key elements of the HUB and NCS as
set forth on the Schedule 2(a).

(c) "Key Equipment" shall mean the key equipment for (i) VSATs, (ii)
the HUB (including any and all Key Elements listed on Schedule
2(a)), and (iii) the NCS (including any and all Key Elements
listed on Schedule 2(a)).

<PAGE>

(d) "NCS" shall mean the dedicated network control station and all of
the Key Elements of such NCS as set forth on Schedule 2(a), which
are located at the Bangkok HUB, as determined by UCOM, and which
shall control frequency assignments for voice, fax and data
transmissions in the VSAT network.

(e) "NCT" shall mean the Network Control Terminal (hardware)

(f) "NMS" shall mean the Network Management System (software)

(g) "THAICOM 2" shall mean that certain satellite, part of the
Thaicom satellite system launched in 1995 and which shall operate
from 113 degrees E.L. orbital location.

(h) "VSAT" shall mean the satellite earth station which will be
deployed throughout Thailand within the C-band coverage area of
the THAICOM 2 in order to provide the BAAC with administrative
voice and data communications.

2. SALE AND PURCHASE OF PRODUCTS AND SERVICES

Subject to the provisions of this Agreement, Titan shall sell to
UCOM and UCOM shall purchase from Titan certain hardware, software and
documentation (collectively, the "Products") as set forth in Schedule 2(a)
and further referenced herein. The Products shall be brand new and never
previously used and be in accordance with the descriptions indicated in the
said Schedule. The technical requirements for the Products hereunder are
attached hereto as Schedule 2(b). UCOM will make all arrangements to ship
Products, [...***...] to locations within Thailand as designated by UCOM.
UCOM has the right to purchase additional quantities of the products at the
established contract price for [...***...] from the date of this
contract.

3. DELIVERY, TITLE AND RISK OF LOSS

(a) Delivery of the Products shall be in accordance with the Delivery
Schedule attached hereto as Schedule 3. The prices for any and
all Products sold pursuant to this Agreement and set forth herein
shall include export packing, costs of supervision for
installation of the Master HUB in Bangkok, costs of supervision
for installation of the Products at 10 (ten) remote sites, costs
of training and instruction for UCOM and BAAC's personnel in San
Diego, California, and expenses in acceptance testing of the
Products in San Diego, California and shall be [...***...] UCOM
shall be responsible for delivery of all Products from Titan's
plant in San Diego, California to its desired location in
Thailand.

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<PAGE>

The Delivery Schedule may be modified from time to time by UCOM
and Titan through mutual agreement.

(b) [...***...]Titan shall be responsible for any United States
taxes and customs duties on the Products to be delivered
hereunder (including without limitation export taxes and duties).

(c) Title and risk of loss to the Products shall remain with Titan
until UCOM takes possession of the Products [...***...]
thereafter, title and risk of loss to the Products will be with
UCOM. UCOM hereby grants to Titan a security interest in the
Products until the Products have been paid in full. UCOM
irrevocably appoints Titan as its lawful attorney-in-fact coupled
with an interest with full authority to execute and file UCC-1
documents and any other necessary documents to perfect and
enforce its security interest. Upon payment in full to Titan
for the Products, Titan shall forthwith take all necessary
action to release and remove from any record any lien imposed
in any Products covered under this Agreement.

4. PAYMENTS.

(a) The total price ("Total Price") for the Products to be purchased
by UCOM from Titan hereunder is [...***...] This price is
exclusive of shipping and other related costs except for the
costs as specified in Paragraph 3(a).

(b) UCOM shall post an irrevocable letter of credit in an amount to
cover the payment for each delivery to secure payment for the
Products to be delivered hereunder.

(d) The Payment Schedule may be modified from time to time by UCOM
and Titan through mutual agreement in order to comply with
modified delivery schedule made between BAAC and UCOM.

(e) Acceptance Testing of the Master HUB and Modems shall be
accomplished in San Diego. During the Acceptance Test, the
equipment shall be required to meet the Acceptance Test criteria
described in Schedule 2(c). Acceptance Testing will be performed
on only the First

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<PAGE>

Article or initial delivery of equipment. Acceptance by UCOM of
the initial delivery of Products shall mean acceptance of all of
the Products to be delivered hereunder in accordance with the
Delivery Schedule attached hereto as Schedule 3. UCOM
understands and agrees that this Equipment Purchase Agreement
covers a total [...***...] and that, except as provided in
Paragraph 19(b), or (c) hereof or otherwise mutually agreed by
the parties, UCOM is obligated to purchase and Titan is obligated
to deliver this entire amount in accordance with the terms and
conditions of this Agreement.

5. FORCE MAJEURE

Titan and UCOM shall not be liable or any failure to perform, or delay
in performance caused by circumstances beyond their reasonable control which
make such performance commercially impracticable including, but not limited to
fire, storm, flood, earthquake, explosion, accidents, acts of the public enemy,
war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labor
disputes, labor shortages, embargoes, or failures or delays in transportation,
inability to secure raw materials or machinery, acts of God, acts of any
national, state, provincial or local government authority, whether or not valid,
and judicial action, whether or not valid.

6. WARRANTY

(a) Titan warrants all Products delivered hereunder against defects
in materials and workmanship for a period of [...***...]
from delivery. For purposes of this paragraph, delivery shall
mean the arrival of the Products at the destination in Thailand.
Titan's liability under this warranty is limited (at Titan's
discretion) to replacing or repairing the Product that was
defective at the time delivered to UCOM and within a period of
[...***...] after each delivery, provided that Titan will
not be liable under this warranty unless (i) Titan is promptly
notified in writing upon the discovery of defects by UCOM, and
(ii) the defective unit is returned to Titan, transportation
charges paid by UCOM. In no event shall Titan be liable to UCOM
for loss of profits, loss of use, or damages of any kind.
Titan's warranties shall not be enlarged, diminished, or affected
by, and no obligation or liability shall arise or grow out of
Titan's rendering of technical advice or service in connection
with the Products furnished hereunder. No person, firm or
corporation is authorized to assume for Titan any expanded
liability in connection with this Agreement, or the sale of the
Products hereunder.

(b) This Warranty shall not apply to any Products, or parts thereof,
that (a) has had the Serial Number, Model Number, or other
identification marks altered, removed, or rendered illegible; (b)
has been damaged by or subject to improper installation or
operation, misuse, neglect, or used in any way

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<PAGE>

with products not previously approved in writing by Titan, or for
any cause beyond Titan's control; (c) has been repaired or
altered by other than Titan personnel and/or has been subject to
the opening of any sealed cabinet boxes without Titan's prior
written consent; and/or (d) has been used in any way other than
in strict accordance with Titan's installation and operation
instructions provided with the Products. This Warranty does not
cover labor required to remove or reinstall warranted Products on
site. In the event that Titan elects to replace a defective item
of Products, Titan shall, at its expenses, immediately ship such
replacement item to the location specified by UCOM. Thereupon,
UCOM shall ship the defective item to Titan.

(c) THE ABOVE WARRANTY IS IN LIEU OF, AND EXCLUDES, AND EACH PARTY
HEREBY WAIVES, ANY OTHER REPRESENTATIONS, GUARANTEES AND
WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

7. OPERATION AND MAINTENANCE MANUALS

One (1) set of operation and maintenance manual in English language
shall be provided with each unit of the Products to be delivered
hereunder as part of the sale of Products hereof. The contents of the
manual shall include the installation instructions, machinery data,
operation instructions, maintenance recommended spare parts list.

8. SUPERVISING, TRAINING, AND TEACHING

Titan shall provide one time free of charges supervising, training and
teaching services for UCOM and BAAC's personnel in the installation, use, repair
and maintenance of all Products sold hereunder in San Diego, California.
Additional supervising, training, and teaching services by Titan personnel shall
be done on a time and material basis. Supervising Training and Teaching has
been previously provided to UCOM and BAAC personnel in San Diego, California.
Additional on-site training will be provided to UCOM and BAAS personnel as part
of the demonstration system installation and initial installation for the first
ten (10) sites utilizing the CCM-4000.

9. SERVICING

Titan agrees to provide under a separate contract additional equipment
and spare parts for the Products sold hereunder in order to enable UCOM and BAAC
make repairs, maintenance and replacements thereto so that the Products can be
operational, for a period of not less than [...***...] from the date on which
UCOM has issued to Titan a testing completion certificate of the Products.
Titan further agrees to provide necessary repairing and maintenance services
provided that UCOM and Titan will jointly and mutually agree on the periodic
upgrade

*Confidential Treatment Requested
-5-

<PAGE>

or revision of the Products to eliminate obsolete parts, reasonable prices and
conditions thereof, separate and apart from this agreement.

10. TESTING AND ACCEPTANCE OF DELIVERY OF PRODUCTS

(a) If the Products undergoing First Article Testing meet the
Acceptance Test Criteria set forth in Schedule 2(c) attached
hereto, UCOM shall issue a testing completion certificate to
Titan. Such certificate shall be evidence of the final
acceptance of delivery of the First Article. The testing
completion certificate will be issued within thirty (30) days of
the completion of the First Article Testing at San Diego,
California.

(b) Titan and a UCOM authorized representative agree that if the Key
Equipment has failed to meet the Acceptance Test Criteria UCOM
shall notify Titan of such failure in writing and Titan shall be
granted thirty (30) days to correct the Key Equipment (the "Cure
Period"). Following the Cure Period, the Key Equipment shall
again be required to meet the Acceptance Test Criteria. The Key
Equipment shall be deemed to have had Successful Testing upon
delivery of the Certification by Titan and a UCOM authorized
representative to UCOM of such Successful Testing.

11. EARLY AND LATE DELIVERIES

If Titan delivers to UCOM Products in advance of the delivery schedule
set forth in Schedule 3, UCOM shall pay to Titan [...***...] per day of the
value of Products comprising that single delivery, up to a maximum of
[...***...]. Approval from UCOM is not required for Titan to ship Products
in advance of the delivery schedule. If Titan delivers to UCOM
the Products beyond the delivery schedule set forth in Schedule 3, Titan shall
pay to UCOM [...***...] of the value of Products comprising that single delivery
up to a maximum of [...***...].

12. CONFIDENTIALITY

UCOM acknowledges that certain aspects of the design, production and
operation of the Products are proprietary information and trade secrets of
Titan, and shall not be disclosed or otherwise transferred by UCOM, its
employees, agents or affiliates to any third party except to BAAC, and UCOM
shall not use, appropriate or copy any trade secrets of Titan without Titan's
prior written consent. UCOM also agrees not to incorporate or in any way use
any of Titan's trade secrets or proprietary information (disclosed separately or
embodied in any of the Products) in its or any other party's products or
businesses.

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<PAGE>

13. PROPERTY RIGHTS

This Agreement shall not be construed as granting, expressly or
implied, during the term of this Agreement or thereafter, any rights concerning
any patent, copyright or other intellectual property rights in force concerning
the Products and belonging to Titan. Titan shall solely own and have exclusive
rights to all United States and foreign patents, trademarks service marks,
copyrights, mask works, trade secrets and other intellectual property, whether
patented or not, regarding Titan's intellectual property concerning the
Products. Title to all such intellectual property concerning the Products is
and shall always remain with Titan, and UCOM's use thereof shall be restricted
as expressly provided hereunder.

14. LIMITATION OF LIABILITY

TITAN SHALL NOT BE LIABLE FOR ANY ACTUAL, SPECIAL OR CONSEQUENTIAL
DAMAGES, OR INJURIES OF ANY KIND SUFFERED BY UCOM AND/OR ANY END USER RESULTING
FROM THE USE OR INABILITY TO USE THE PRODUCTS, INTEGRATION OF THE PRODUCTS WITH
GOODS OR SERVICES NOT PROVIDED BY TITAN, LOSS OF GOODWILL OR PROFITS AND/OR FROM
ANY OTHER CAUSES WHATSOEVER, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.

15. INFRINGEMENT

UCOM shall indemnify and defend Titan against any claim that the
Products, by reason of conforming to UCOM's specifications, infringe on any
United States patent or copyright registered as of the date of this Agreement,
provided Titan promptly notifies UCOM in writing with fifteen (15) days after it
becomes aware of such a claim, affords UCOM exclusive control of the defense or
settlement of such claim, and give UCOM all information and assistance requested
by UCOM to settle or defend such a claim.

16. WAIVER

No waiver of, no delay in the exercise of, and no omission to exercise
any rights or remedies by either party shall be construed as a waiver by such
party of any other rights or remedies that such party may have under this
Agreement, nor shall such waiver, delay, or omission be considered a waiver of
the same rights or remedies in subsequent instances. The parties further agree
that no single or partial exercise of any right, power or privilege hereunder
shall preclude its further exercise.

17. THIRD PARTY AND CONTINGENT LIABILITY

The parties hereto shall indemnify and hold harmless each other from
and against all claims or remedies, suits, actions, liabilities and damages,
whether in tort, in contract or otherwise, including reasonable costs,
reasonable expenses and reasonable attorneys' fees incident thereto, which may
be suffered by, accrued against, charged to or recoverable from the

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<PAGE>

indemnified party by reason of injury to or death of any person or by reason of
loss of or damage to property arising from the indemnifying party's negligent
act, omissions or willful misconduct.

18. COMPLIANCE WITH LAW

UCOM agrees that it will neither undertake, nor cause or permit to be
undertaken, with respect to the Products, any activities which either (i) is
illegal under any laws, decrees, rules or regulations in effect in the place
where the Products is used, or in the United States, or (ii) would have the
effect of causing Titan to be in violation of any laws, decrees, rules or
regulations in effect in the United States or in the place where the Products
are used.

19. TERM AND TERMINATION

(a) This Agreement shall expire [...***...] from the date
hereof unless terminated sooner in accordance with the provisions
of this Agreement or extended by mutual agreement.

(b) Either party shall have the right to terminate this Agreement in
its entirety, for cause, forthwith at any time, by giving written
notice to the other party in the event that the other party (i)
commits a non-curable default of violation of this Agreement;
(ii) commits a curable default or violation of this Agreement
which is not remedied within thirty (30) days after written
notice thereof; or (iii) becomes insolvent, or has a petition
filed against it as a bankrupt or insolvent, or executes an
assignment for the benefit of creditors, or has a receiver
appointed for any reason, with termination in such cases being
effective as of the date of the happening of the contingency
referred to.

(d) Paragraph 12, 13, and 17 shall survive the termination or
expiration of this Agreement, and shall be specifically
enforceable by injunctive and other relief against UCOM in the
event of UCOM's breach since both parties agree that money
damages would be inadequate compensation to Titan in the event of
UCOM's breach.

20. ATTORNEY FEES

If any legal action is necessary to enforce the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees
in addition to any other relief to which that party may be entitled. This
provision shall be construed as applicable to the entire Agreement.

*Confidential Treatment Requested
-8-
<PAGE>

21. EXPORT CONTROLS

Titan shall obtain all export licenses from the United States
Government for shipment of the Products to Thailand. UCOM shall promptly execute
all documents and forward the same to Titan and perform such acts as Titan
reasonably requests to enable Titan to obtain an export license to ship the
Products to destinations designated by UCOM. UCOM warrants that the Products
shall be resold or used only within the countries designated by Titan in the
applications to the United States Government for such export license unless UCOM
secures appropriate export licensing to ship Products to another destination.
Titan shall cooperate promptly with all reasonable requests of UCOM to secure
such additional export authorization. Upon request, UCOM agrees to furnish
the United States Government further written assurance (in a form complying with
current United States Law) that in no event shall the Products, any part
thereof, and/or design or technical data in any form relating to the Products to
be directly or indirectly disclosed, transferred, or shipped in any way to any
country prohibited from receiving such materials under the United States export
laws and regulations.

22. ENTIRE AGREEMENT

This Agreement and its schedules attached hereto contain the entire
understanding of the parties on this subject and supersede all previous
understandings or agreements, whether oral or written. This Agreement cannot be
amended or modified, in whole or in part without a written instrument signed by
both parties hereto.

23. DISPUTES

This Agreement and the performance or breach thereof, shall be
governed, interpreted and construed in accordance with the substantive and
procedural laws of State of California, United States of America.

Any dispute, controversy, claim or difference arising out of, or in
connection with, or resulting from this Agreement, its application or
interpretation, or a breach thereof, which cannot be settled amicably by the
parties, such be resolved definitively and exclusively by arbitration under the
Rules of Conciliation and Arbitration of International Chamber of Commerce (the
"Rules") then prevailing, which arbitration shall be held in Singapore.
Arbitration shall be by a single arbitrator within thirty (30) calendar days
after demand for arbitration, then the arbitration shall be chosen in accordance
with the Rules. It is agreed that all documentary submissions, presentations,
and proceeding shall be in the English language. The decision of the arbitration
shall be final and binding on the parties and the judgement upon any award
rendered may be entered in any court having jurisdiction thereof.

24. EXECUTION AND SEVERABILITY

This Agreement shall become effective only upon being signed by an
authorized agent of the last party to sign. In the event that any of the
provisions of this Agreement or the application of any such provision to the
parties hereto with respect to their obligations hereunder

-9-
<PAGE>

shall be held by a court or other tribunal of competent jurisdiction to be
unenforceable, the remaining provisions of this Agreement shall remain in full
force and effect.

25. ASSIGNMENT

Both parties shall not transfer, pledge, or assign this Agreement, or
any rights or obligations hereunder, without first obtaining in each instance
the prior written consent of the other party.

26. NOTICES

All notices and demands of any kind which either party may be required
or desire to serve upon the other under the terms of this Agreement shall be in
writing and shall be served be (i) personal service, (ii) postage prepaid mail,
or (iii) facsimile, at the addresses set forth above, or the such other address
as the parties may specify in writing. Such notices shall be deemed effective
upon receipt by the party to whom addressed.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date and year first written above.

UNITED-COMMUNICATION INDUSTRY PUBLIC COMPANY LIMITED

By: /s/ PRASERT ATSAWASUWAN (PRASERT ATSAWASUWAN)
-----------------------------

Title: VICE PRESIDENT
--------------------------

TITAN INFORMATION SYSTEMS CORPORATION

By: /s/ L.L. Fowler
-----------------------------
L.L. Fowler

Title: Corporate V.P.
--------------------------

-10-

<PAGE>

Schedule 1

Intentionally left blank

-11-
<PAGE>

Schedule 2(a) Key Elements

MASTER HUB (Network Control Station)

[...***...]

SATELLITE MASTER STATION (SMS)

[...***...]

SATELLITE SUB STATION (SSS)

[...***...]

* Confidential Treatment Requested
-12-
<PAGE>

Schedule 2(b) Technical Requirements for the Products

[...***...]

* Confidential Treatment Request
-13-
<PAGE>

[...***...]

* Confidential Treatment Requested

-14-
<PAGE>

Schedule 2(c) Acceptance Test Criteria

1. Set up the equipment in accordance with the attached SSS, SMS and Main
HUB block diagrams.
2. Acceptance testing will be done over an active satellite channel.
Testing will be done utilizing a United States coverage C-band satellite with
the Motorola 6500 series router and the Codan C-band tranceiver.
3. Validate data rate requirements
[...***...]

4. Demonstrate the X.25 protocol operation through the Motorola 6500
Series Router.
5. Verify voice operation at [...***...].

UCOM provided equipment.
1. UCOM will provide a minimum of three (3) Motorola Series 6500 Routers
for interface testing with the CCM-400 modems. This equipment is required
within 30 days of contract award. A United States based technical point of
contact will be provided to Titan by UCOM.
2. UCOM will provide a minimum of one (1) Codan 5 watt C-band satellite
tranceivers to utilize for operational satellite testing within thirty (30) days
of contract award.

* Confidential Treatment Requested
-15-
<PAGE>

Schedule 3 PAYMENT SCHEDULE

[...***...]

* Confidential Treatment Requested

-16-
<PAGE>

SATELLITE SUB STATION (SSS)
- --------------------------------------------------------------------------------

[ART]
<PAGE>

HUB
- -------------------------------------------------------

[ART]

<PAGE>

September 18, 1997

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding presents the agreements reached between UCOM
and Titan Information Systems ("Titan") during discussions held at UCOM's
Headquarters in Bangkok Thailand, during the period September 16 through 18,
1997, concerning Titan's performance on the BAAC Project.

1. Titan recognizes that it has been late in delivering hardware and
software that meets contract specifications and that this has
caused serious difficulties for UCOM on the BAAC project. To
resolve issues related to the Equipment Purchase Agreement dated
27 June 1996 (the "Contract") [...***...] Titan agrees
[...***...]
2. To accomplish the intent of 1. above, future payments from UCOM
to Titan for deliveries against the existing Contract will be
[...***...] specified in the Contract. Additionally, the final
payment made under this Contract will be [...***...] of the
amount of money already paid to Titan to date, in conjunction
with this contract [...***...]

3. UCOM agrees to pay Titan for product that it has already shipped
to Thailand, but for which it has not yet been paid, in
accordance with the following terms:
a) UCOM will make an initial payment via bank transfer by
September 24, 1997 if possible and by September 30,
1997 at the latest, [...***...] for product already
shipped but not yet paid by UCOM. as follows:

[...***...]

b) UCOM will make final payment of [...***...] as soon as
all 64 of the modems which have already been delivered,
are [...***...] capability and tested to prove proper
operation.

* Confidential Treatment Requested

<PAGE>

4. Titan expects to ship an additional 36 modems, capable of 80 MHz
operation, by the end of September, 1997. Titan will extend up to
[...***...] payment terms to UCOM on this shipment to provide
time for UCOM to deal with any special requirements that may be
imposed by the Thai Government because of the national monetary
crisis.

5. Titan agrees to promptly initiate application for an American
EX/IM Bank loan facility which would be used by UCOM to buy Titan
and possibly other American products required for the BAAC
project, if UCOM requests such assistance.

/s/ Prasert Atsawasuwan
- ------------------------------------
Prasert Atsawasuwan
Vice President
United Communications Industry Public Co. Ltd. (Networks)

/s/ Frederick L. Judge
- ------------------------------------
Frederick L. Judge
President & CEO
Titan Information Systems Corp.

* Confidential Treatment Requested

<PAGE>

REORGANIZATION AGREEMENT

This Reorganization Agreement (this "Agreement") is effective as of
December 4, 1997 (the "Effective Date") by and between The Titan Corporation, a
Delaware corporation (hereinafter called "Titan"), and Linkabit Wireless, Inc.,
a Delaware corporation and wholly-owned subsidiary of Titan, formerly known as
Titan Information Systems Corporation (hereinafter called "LW").

WHEREAS, Titan and LW desire to restructure their current business
operations to combine the commercial and defense satellite communications
businesses.

WHEREAS, on September 30, 1997, the Board of Directors of Titan approved
the contribution to the capital of LW of all of the assets and liabilities of
the Linkabit Division of Titan and the contribution to the capital of LW of net
intercompany indebtedness of LW to Titan as of September 30, 1997.

WHEREAS, on September 30, 1997, the Board of Directors of LW (which was
then named Titan Information Systems Corporation) approved the transfer to Titan
of all of the assets of the Broadband Division, the Client/Server Division and
the Gamma Satcom Division of LW, subject to Titan's assumption of all of the
liabilities of such divisions, in exchange for the pay-off of certain
intercompany indebtedness.

WHEREAS, Titan hereby intends to effect the contribution to LW of all of
the assets of the Linkabit Division ("Linkabit Assets"), subject to the
assumption by LW of all of the liabilities of the Linkabit Division, in
accordance with Section 351 of the Internal Revenue Code of 1986, as amended
(the "Code"), and to effect the contribution to capital of certain net
intercompany indebtedness.

WHEREAS, LW hereby intends to effect the transfer to Titan of all of the
assets of the Broadband Division, the Client/Server Division and the Gamma
Satcom Division of LW to Titan, subject to the assumption by Titan of all of the
liabilities of such transferred divisions.

NOW, THEREFORE, for and in consideration of the mutual agreements set forth
herein, and subject to the terms and provisions set forth herein, the parties
hereto mutually agree as follows:

ARTICLE 1

THE TRANSACTION

1.1 CONTRIBUTION OF LINKABIT ASSETS. Pursuant to Section 351 of the Code,
Titan hereby assigns, transfers and conveys to LW, without recourse to Titan and
in "AS

<PAGE>

IS" condition without any representations and warranties of any kind, all of
Titan's right, title and interest in and to all of assets, claims, rights,
privileges and interests of any kind and nature of the Linkabit Division,
including, without limitation, the Linkabit Assets described on Exhibit A
attached hereto and incorporated herein to this Agreement by this reference
("Linkabit Assets"), but excluding the assets described on Exhibit A as excluded
assets, in exchange for 10,000,000 newly issued shares of Class B Common Stock
of LW.

1.2 CONTRIBUTION TO CAPITAL. Titan hereby contributes to the capital of
LW $32,617,000 through the pay-off of the principal and interest of net
intercompany indebtedness of LW accrued as of September 30, 1997; provided,
however, that in the event that the appraised values of the Broadband Assets (as
defined below) or the Client/Server Assets (as defined below), net of
liabilities, exceed the fair market value determined by LW and used to calculate
the transfer prices set forth in Sections 1.3 and 1.4 below, then the amount of
the contribution to capital shall be reduced by the amount of such excess and
the amount of net intercompany indebtedness used to purchase the Broadband
Assets and/or Client/Server Assets shall be increased by such amount.
Notwithstanding anything herein to the contrary, in no event shall the total net
intercompany indebtedness contributed to capital or paid off in exchange for the
Broadband Assets and the Client/Server Assets exceed $36,617,000.

1.3 TRANSFER OF BROADBAND ASSETS. LW hereby assigns, transfers, conveys
and sells to Titan, without recourse to LW and in AS IS condition without any
representations and warranties of any kind, all of LW's right, title and
interest in and to the assets, claims, rights, privileges and interests of any
kind and nature of the Broadband Division, including, without limitation, the
Broadband Assets as described on Exhibit B attached hereto and incorporated
herein to this Agreement by this reference ("Broadband Assets") in exchange for
the pay-off of $3,000,000 in principal and interest of intercompany indebtedness
of LW to Titan and the assumption by Titan of liabilities of the Broadband
Division; provided, however, that in the event that the appraised value of the
Broadband Assets, net of liabilities, exceeds $3,000,000 (which is the fair
market value as determined in good faith by Titan and LW), then the amount of
paid-off intercompany indebtedness shall increase by the amount of such excess.

1.4 TRANSFER OF CLIENT/SERVER ASSETS. LW hereby assigns, transfers,
conveys and sells to Titan, without recourse to LW and in AS IS condition
without any representations and warranties of any kind, all of LW's right, title
and interest in and to the assets, claims, rights, privileges and interests of
any kind and nature of the Client/Server Division, including, without
limitation, the Client/Server Assets as defined on Exhibit C attached hereto and
incorporated herein to this Agreement by this reference ("Client/Server
Assets"), in exchange for the pay-off of $1,000,000 in principal and interest of
intercompany indebtedness of LW to Titan and the assumption by Titan of

<PAGE>

liabilities of the Client/Server Division; provided, however, that in the event
that the appraised value of the Client/Server Assets, net of liabilities,
exceeds $1,000,000 (which is the fair market value as determined in good faith
by Titan and LW), then the amount of paid-off intercompany indebtedness shall
increase by the amount of such excess.

1.5 TRANSFER OF GAMMA SATCOM ASSETS. LW hereby assigns, transfers and
conveys to Titan, without recourse to LW and in AS IS condition without any
representations and warranties of any kind, all of LW's right, title and
interest in and to all of assets, claims, rights, privileges and interests of
any kind and nature of the Gamma Satcom Division, including, without limitation,
the Gamma Satcom Assets as defined on Exhibit D attached hereto and incorporated
herein to this Agreement by this reference ("Gamma Satcom Assets") in exchange
for the assumption by Titan of all liabilities of the Gamma Satcom Division.

1.6 TITAN'S ASSUMPTION OF LIABILITIES. Titan hereby assumes all of the
liabilities of the Broadband Division, the Client/Server Division and the Gamma
Satcom Division of LW ("Titan's Assumed Liabilities"), whether known or unknown,
contingent or noncontingent, including, without limitation, all accounts
payable, accrued compensation and employee claims, accrued warranties, any
judgments, arbitration awards or liabilities, including, without limitation,
judgments, awards or liabilities, arising under the NSN Network Services Ltd.
mediation settlement or otherwise and all contracts included in the Broadband
Assets, the Client/Server Assets and the Gamma Satcom Assets, including, without
limitation, those specific contracts of LW listed on Exhibit E attached hereto
(collectively, "Titan's Assumed Contracts").

1.7 LW'S ASSUMPTION OF LIABILITIES. LW hereby assumes all of the
liabilities of the Linkabit Division of Titan ("LW's Assumed Liabilities"),
whether known or unknown, contingent or noncontingent, including, without
limitation, all accounts payable, accrued compensation and employee claims,
accrued warranties, and all contracts included in the Linkabit Assets,
including, without limitation, those specific contracts of Titan listed on
Exhibit F attached hereto ("LW's Assumed Contracts").

1.8 THIRD PARTY CONSENTS AND NOVATIONS. Titan hereby covenants and agrees
to use its reasonable best efforts to obtain all third party consents and
government contract novations required to be obtained by Titan for the transfer
of the Linkabit Assets. If any third party consent or novation is denied as to
any contract included in the Linkabit Assets, then Titan shall compensate LW for
the value of any asset on the LW balance sheet as of September 30, 1997,
specifically arising from the contract that was not assigned or novated.

1.9 LW'S FURTHER DOCUMENTS. LW will execute, acknowledge, and deliver any
further deeds, assignments, conveyances, and other assurances, documents, and

<PAGE>

instruments of transfer, reasonably requested by Titan and will take any other
action consistent with the terms of this Agreement that may reasonably be
requested by Titan for the purpose of assigning, transferring, granting,
conveying, and confirming to Titan, or reducing to possession, any of the
Broadband Assets, Client/Server Assets and Gamma Satcom Assets and Titan's
Assumed Liabilities to be conveyed and Transferred by this Agreement.

1.10 TITAN'S FURTHER DOCUMENTS. Titan will execute, acknowledge, and
deliver any further deeds, assignments, conveyances, and other assurances,
documents, and instruments of transfer, reasonably requested by LW and will take
any other action consistent with the terms of this Agreement that may reasonably
be requested by LW for the purpose of assigning, transferring, granting,
conveying, and confirming to LW, or reducing to possession, any of the Linkabit
Assets and LW's Assumed Liabilities to be conveyed and Transferred by this
Agreement.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.1 REPRESENTATIONS AND WARRANTIES OF LW. LW hereby represents and
warrants as follows:

(a) CORPORATE ORGANIZATION. LW is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
and has all requisite power and authority to enter into this Agreement and
perform its obligations hereunder.

(b) AUTHORITY RELATIVE TO AGREEMENTS. The execution, delivery and
performance by LW of this Agreement, and the consummation by LW of the
transactions contemplated hereby, have been duly authorized and approved by all
necessary corporate proceedings of LW.

2.2 REPRESENTATIONS AND WARRANTIES OF TITAN. Titan hereby represents and
warrants as follows:

(a) CORPORATE ORGANIZATION. Titan is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
and has all requisite power and authority to enter into this Agreement and
perform its obligations hereunder.

(b) AUTHORITY RELATIVE TO AGREEMENTS. The execution, delivery and
performance by Titan of this Agreement, and the consummation by Titan of the

<PAGE>

transactions contemplated hereby, have been duly authorized and approved by all
necessary corporate proceedings of Titan.

ARTICLE 3

INDEMNIFICATION

3.1 INDEMNIFICATION BY TITAN. Titan hereby agrees to indemnify, defend
and hold LW, its directors, officers and employees harmless from and against all
losses, damages (including, without limitation consequential damages),
judgments, penalties, awards, settlements, costs and expenses (including,
without limitation, court costs, witness fees and attorneys' fees and
disbursements) asserted against, imposed upon or incurred by LW directly or
indirectly, by reason of, arising out of or resulting from (i) Titan's Assumed
Liabilities, (ii) Titan's ownership or operation of the Broadband Assets,
Client/Server Assets or Gamma Satcom Assets or such businesses from and after
the date hereof or (iii) Titan's performance or failure to perform any of
Titan's Assumed Contracts.

3.2 INDEMNIFICATION BY LW. LW hereby agrees to indemnify, defend and hold
Titan, its directors, officers and employees harmless from and against all
losses, damages (including, without limitation consequential damages),
judgments, penalties, awards, settlements, costs and expenses (including,
without limitation, court costs, witness fees and attorneys' fees and
disbursements) asserted against, imposed upon or incurred by Titan directly or
indirectly, by reason of, arising out of or resulting from (i) LW's Assumed
Liabilities, (ii) LW's ownership or operation of the Linkabit Assets or business
from and after the date hereof or (iii) LW's performance or failure to perform
any of the LW's Assumed Contracts..

ARTICLE 4

GENERAL PROVISIONS

4.1 EFFECT OF HEADINGS; EXHIBITS. The subject headings of the sections of
this Agreement are included for purposes of convenience only, and shall not
affect the construction or interpretation of any of its provisions. All
exhibits and schedules to this Agreement are incorporated herein in their
entirety.

4.2 ENTIRE AGREEMENT; MODIFICATION; WAIVER. This Agreement constitutes
the entire agreement between the parties pertaining to the subject matter
contained in it, and, except for any other agreements specifically referenced
herein, supersedes all prior agreements, representations, and understandings of
the parties. No supplement, modification, or amendment of this Agreement shall
be binding unless executed in writing by all the parties. No waiver of any of
the provisions of this Agreement shall be

<PAGE>

deemed, or shall constitute, a waiver of any other provisions, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver.

4.3 ASSIGNMENT. This Agreement shall be binding on and shall inure to the
benefit of the parties to it and their respective heirs, legal representatives,
successors, and assigns; provided, however, that neither party may assign any of
its rights under it, except with the written consent of the other party.

4.4 SEVERABILITY. Each term, covenant, condition or provision of this
Agreement shall be viewed as separate and distinct, and in the event that any
such term, covenant, condition or provision shall be held by a court of
competent jurisdiction to be invalid, the remaining provisions shall continue in
full force and effect.

IN WITNESS WHEREOF, the parties to this Agreement have duly executed it as
of the date set forth above.

THE TITAN CORPORATION,
a Delaware corporation

By: /s/ Gene W. Ray
------------------------------------

Print Name: Gene W. Ray
----------------------------

Title: President and CEO
---------------------------------

LINKABIT WIRELESS, INC.
a Delaware corporation

By: /s/ Fredrick L. Judge
------------------------------------

Print Name: Fredrick L. Judge
----------------------------

Title: President and CEO
---------------------------------

<PAGE>

EXHIBIT A

[SCHEDULE OMITTED PURSUANT TO ITEM
601(b)(2) OF REGULATION S-K]

A-1
<PAGE>

EXHIBIT B

[SCHEDULE OMITTED PURSUANT TO ITEM
601(b)(2) OF REGULATION S-K]

B-1
<PAGE>

EXHIBIT C

[SCHEDULE OMITTED PURSUANT TO ITEM
601(b)(2) OF REGULATION S-K]

C-1

<PAGE>

EXHIBIT D

[SCHEDULE OMITTED PURSUANT TO ITEM
601(b)(2) OF REGULATION S-K]

D-1
<PAGE>

EXHIBIT E

[SCHEDULE OMITTED PURSUANT TO ITEM
601(b)(2) OF REGULATION S-K]

E-1
<PAGE>

EXHIBIT F

[SCHEDULE OMITTED PURSUANT TO ITEM
601(b)(2) OF REGULATION S-K]

F-1

<PAGE>

EXHIBIT 11.1

STATEMENT RE: COMPUTATION OF EARNINGS (LOSS) PER SHARE
(in thousands, except per share amounts)

YEARS ENDED NINE MONTHS
DECEMBER 31, ENDED SEPTEMBER 30,
----------------------------------------------------
1994 1995 1996 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Primary Earnings (Loss) Per Share
- -----------------------------------
Weighted average common shares
outstanding during the period............... 7,800 7,800 7,800 7,800 7,800

Adjustment for effect of
outstanding stock options in accordance
with staff accounting bulletin No. 83....... 265 265 265 265 265

Adjustment for dilutive effect of
outstanding stock options................... -- -- -- -- --

Weighted average common and common
stock equivalent shares used for
primary earnings (loss) per share........... 8,065 8,065 8,065 8,065 8,065
------ ------- ------- ------- -------
------ ------- ------- ------- -------

Net income (loss)............................ 1,040 (1,290) (3,682) (2,996) (1,286)
------ ------- ------- ------- -------
------ ------- ------- ------- -------

Net income (loss) per share.................. $ 0.13 $ (0.16) $ (0.46) $ (0.37) $ (0.16)
------ ------- ------- ------- -------
------ ------- ------- ------- -------

</TABLE>

Note: Fully diluted earnings (loss) per share is not presented separately
herein or on the face of the Statement of Operations as the dilution of
the outstanding stock options does not differ materially.

<PAGE>
Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
dated December 5, 1997, (and all references to our Firm) included in or made a
part of this registration statement.

ARTHUR ANDERSEN LLP

San Diego, California
December 5, 1997

<PAGE>
EXHIBIT 23.3

CONSENT FORM

The undersigned hereby consents to the use of my name and the statement
with respect to me that appears under the heading "Experts" contained in the
Registration Statement on Form S-1 and related Prospectus of Linkabit
Wireless, Inc.

/s/ Edward W. Callan
--------------------------
Edward W. Callan, Esq.

San Diego, California
December 8, 1997

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
LINKABIT WIRELESS, INC.'S FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1996, AND AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> YEAR 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-START> DEC-31-1996 DEC-31-1996
<PERIOD-END> DEC-31-1996 SEP-30-1997
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 11,130 15,824
<ALLOWANCES> 0 0
<INVENTORY> 3,249 3,718
<CURRENT-ASSETS> 17,125 22,525
<PP&E> 5,830 6,325
<DEPRECIATION> 2,697 2,960
<TOTAL-ASSETS> 21,458 26,988
<CURRENT-LIABILITIES> 7,052 5,396
<BONDS> 0 0
0 0
0 0
<COMMON> 8 8
<OTHER-SE> 13,898 21,084
<TOTAL-LIABILITY-AND-EQUITY> 21,458 26,988
<SALES> 27,850 34,619
<TOTAL-REVENUES> 27,850 34,619
<CGS> 18,655 22,814
<TOTAL-COSTS> 33,429 36,627
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 35 121
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (5,579) (2,008)
<INCOME-TAX> (1,897) (722)
<INCOME-CONTINUING> (3,682) (1,286)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (3,682) (1,286)
<EPS-PRIMARY> (0.46) (0.16)
<EPS-DILUTED> (0.46) (0.16)

</TABLE>