LINKABIT WIRELESS INC, S-1/A, 1998-01-29

LINKABIT WIRELESS INC
S-1/A, 1998-01-29
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1998

REGISTRATION NO. 333-41695
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2
TO
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. / /
------------------------

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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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.

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

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
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
10.9 Form of Indemnity Agreement
10.10* Letter Agreement dated August 1, 1996 between The Titan Corporation and Frederick L. Judge
10.11 Amended and Restated Equipment Purchase Agreement dated as of September 17, 1996 between the Registrant
and PT. Pasifik Sutelit Nusantura as amended on December 4, 1997, as amended on December 6, 1997, as
amended on December 31, 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)(P)
10.14 Subcontract Agreement dated September 2, 1997 between the Registrant and Lockheed Martin Corporation
(1)(P)
10.15 Subcontract Agreement dated May 18, 1995 between the Registrant and Motorola, Inc. (1)(2)(P)
10.16* Subcontract Agreement dated July 31, 1996 between the Registrant and McDonnell Douglas Corporation
(1)(P)
10.17* Subcontract Agreement dated August 23, 1996 between the Registrant and DynCorp Aerospace Technology
(1)(P)
10.18 Tax Allocation Agreement (2)
10.19 Corporate Services Agreement (2)
10.20* Reorganization Agreement
10.21 Facilities Sharing Agreement (2)
10.22 Titan Corporate Charter (2)
10.23 Letter agreement between The Titan Corporation and Eric DeMarco dated as of December 19, 1996
10.24 Form of Change-In-Control Agreement
10.25 The Titan Corporation Stock Option Plan of 1986, as amended through January 1, 1987 (3)
10.26 The Titan Corporation Stock Option Plan of 1990 (4)
10.27 The Titan Corporation Stock Option Plan of 1994 (5)
10.28 The Titan Corporation Stock Option Plan of 1997 (6)
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
</TABLE>

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

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
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>

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

* Previously filed.

(1) Confidential Treatment will be requested 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) Previously filed as an exhibit to The Titan Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1987, and incorporated herein
by reference.

(4) Previously filed with The Titan Corporation's proxy statement filed in
connection with its 1990 Annual Meeting of Stockholders and incorporated herein
by reference.

(5) Previously filed with The Titan Corporation's proxy statement filed in
connection with its 1994 Annual Meeting of Stockholders and incorporated herein
by reference.

(6) Previously filed with The Titan Corporation's proxy statement filed in
connection with its 1997 Annual Meeting of Stockholders and incorporated herein
by reference.

(P) To be filed in paper format pursuant to a continuing hardship exemption
under Rule 202 of Regulation S-T.

(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

II-4
<PAGE>
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-5
<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 Amendment No. 2 to 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 29th day of January, 1998.

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

Pursuant to the requirements of the Securities Act, this Amendment No. 2 to
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 January 29, 1998
Frederick L. Judge OFFICER)

* Chief Financial Officer
- ------------------------------ (PRINCIPAL FINANCIAL AND January 29, 1998
Eric M. DeMarco ACCOUNTING OFFICER)

*
- ------------------------------ Director January 29, 1998
Gene W. Ray

*
- ------------------------------ Director January 29, 1998
J.S. Webb

* By: /s/ FREDERICK L.
JUDGE
-------------------------
Frederick L.
Judge
ATTORNEY-IN-FACT
</TABLE>

II-6
<PAGE>
EXHIBIT INDEX

<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 Reference is made to Exhibits 3.1, 3.2 and 3.3
4.2 Sample of Common Stock Certificate
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
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
10.9 Form of Indemnity Agreement
10.10* Letter Agreement dated August 1, 1996 between The Titan Corporation and Frederick L. Judge
10.11 Amended and Restated Equipment Purchase Agreement dated as of September 17, 1996 between the Registrant
and PT. Pasifik Sutelit Nusantura as amended on December 4, 1997, as amended on December 6, 1997, as
amended on December 31, 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)(P)
10.14 Subcontract Agreement dated September 2, 1997 between the Registrant and Lockheed Martin Corporation
(1)(P)
10.15 Subcontract Agreement dated May 18, 1995 between the Registrant and Motorola, Inc. (1)(2)(P)
10.16* Subcontract Agreement dated July 31, 1996 between the Registrant and McDonnell Douglas Corporation
(1)(P)
10.17* Subcontract Agreement dated August 23, 1996 between the Registrant and DynCorp Aerospace Technology
(1)(P)
10.18 Tax Allocation Agreement (2)
10.19 Corporate Services Agreement (2)
10.20* Reorganization Agreement
10.21 Facilities Sharing Agreement (2)
10.22 Titan Corporate Charter (2)
10.23 Letter agreement between The Titan Corporation and Eric DeMarco dated as of December 19, 1996
10.24 Form of Change-In-Control Agreement
10.25 The Titan Corporation Stock Option Plan of 1986, as amended through January 1, 1987 (3)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.26 The Titan Corporation Stock Option Plan of 1990 (4)
10.27 The Titan Corporation Stock Option Plan of 1994 (5)
10.28 The Titan Corporation Stock Option Plan of 1997 (6)
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>

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

* Previously filed.

(1) Confidential Treatment will be requested 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) Previously filed as an exhibit to The Titan Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1987, and incorporated herein
by reference.

(4) Previously filed with The Titan Corporation's proxy statement filed in
connection with its 1990 Annual Meeting of Stockholders and incorporated herein
by reference.

(5) Previously filed with The Titan Corporation's proxy statement filed in
connection with its 1994 Annual Meeting of Stockholders and incorporated herein
by reference.

(6) Previously filed with The Titan Corporation's proxy statement filed in
connection with its 1997 Annual Meeting of Stockholders and incorporated herein
by reference.

(P) To be filed in paper format pursuant to a continuing hardship exemption
under Rule 202 of Regulation S-T.

<PAGE>

COMMON STOCK COMMON STOCK

NUMBER CLASS A SHARES

LINKABIT WIRELESS, INC.

INCORPORATED UNDER THE LAWS OF SEE REVERSE FOR
THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP 535920 10 2

THIS CERTIFIES THAT

is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE $.001
PER SHARE, OF

---------------- LINKABIT WIRELESS, INC. ----------------

transferable on the books of the Corporation by the registered holder hereof
in person or by duly authorized attorney upon surrender of this Certificate
properly endorsed and upon payment of any applicable taxes. This Certificate
is not valid unless countersigned and registered by the Transfer Agent and
Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

Dated:

SECRETARY [SEAL] CHAIRMAN OF THE BOARD

COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR

AUTHORIZED SIGNATURE

<PAGE>

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, so far as the same shall have been fixed, and a statement of
the authority of the Board of Directors to designate and fix any preferences,
rights and limitations of any wholly unissued shares. Such requests shall be
made to the Corporation's Secretary at the principal office of the
Corporation.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR
DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION
TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S> <C> <C> <C> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT-- ................. Custodian .................
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act..........................................
tenants in common (State)
UNIF TRF MIN ACT -- .............Custodian until age.............
(Cust)
......................under Uniform Transfers
(Minor)
to Minors Act ...............................
(State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _______________________ hereby sell, assign and transfer
unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

______________________________________________________________________

___________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and
appoint _______________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated ____________________________

X ________________________________

X ________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

By: __________________________________________________________________________

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO
S.E.C. RULE 17AD-18.

[SEAL]

<PAGE>

AMENDED AND RESTATED
STOCK OPTION PLAN OF
TITAN INFORMATION SYSTEMS CORPORATION

1. PURPOSE OF PLAN. Under this Stock Option Plan (the "Plan") of
Titan Information Systems Corporation (the "Company") options may be granted to
eligible individuals to purchase shares of the Company's capital stock. The
Plan is designed to enable the Company and its subsidiaries to attract, retain
and motivate their employees and certain other persons with whom the Company
maintains a business relationship by providing for or increasing the proprietary
interests of such individuals in the Company. The Plan provides for options
which qualify as incentive stock options ("Incentive Options") under Section
422A of the Internal Revenue Code of 1986, as amended (the "Code"), as well as
options which do not so qualify.

2. STOCK SUBJECT TO PLAN. The maximum number of shares of stock for
which options granted hereunder may be exercised shall be 2,000,000 shares of
the Common Stock, $.001 par value, of the Company, subject to the adjustments
provided for in Sections 7 and 12. Shares of stock subject to the unexercised
portions of any options granted under this Plan which expire or terminate or are
canceled may again be subject to options under the Plan.

3. ELIGIBILITY. The individuals eligible to be considered for the
grant of options hereunder are any persons regularly employed by the Company or
a subsidiary of the Company on a salaried basis and any other person maintaining
a business relationship with the Company, or a subsidiary of the Company.

4. INCENTIVE STOCK OPTION LIMITATIONS. The aggregate fair market
value of the stock for which Incentive Options granted to any one eligible
employee under this Plan and under all stock option plans of the Company, its
parents and subsidiaries, may by their terms first become exercisable during any
calendar year shall not exceed $100,000, determining fair market value of the
stock subject to any option as of the time the respective option is granted.
The provisions of the foregoing sentence are intended to satisfy the
requirements of Section 422A(d) of the Code and shall be construed accordingly.

5. MINIMUM EXERCISE PRICE. The exercise price for each option
granted hereunder shall be not less than 90% of the fair market value of the
stock at the date of the grant of the option. The fair market value of Company
stock shall be established by the Company's board of directors acting in good
faith.

6. NONTRANSFERABILITY. Any option granted under this Plan shall by
its terms be nontransferable by the optionee other than by will or the laws of
descent and

Page 1 of 4
<PAGE>

distribution and is exercisable during the optionee's lifetime only by him or by
his guardian or legal representative.

7. ADJUSTMENTS. If the outstanding shares of stock of the class
then subject to this Plan are increased or decreased, or are changed into or
exchanged for a different number or kind of shares or securities, as a result of
one or more reorganizations, recapitalizations, stock splits, reverse stock
splits, stock dividends or the like, appropriate adjustments shall be made in
the number and/or kind of shares or securities for which options may thereafter
be granted under this Plan and for which options then outstanding under this
Plan may thereafter be exercised. Any such adjustment in outstanding options
shall be made without changing the aggregate exercise price applicable to the
unexercised portions of such options.

8. MAXIMUM OPTION TERM. No option granted under this Plan may be
exercised in whole or in part more than ten years after its date of grant.

9. PLAN DURATION. Options may not be granted under this Plan more
than ten years after the date of the adoption of this Plan, or of stockholder
approval thereof, whichever is earlier.

10. PAYMENT. Payment for stock purchased under any exercise of an
option granted under this Plan shall be made in full in cash concurrently with
such exercise, except that, if and to the extent the instrument evidencing the
option so provides and if the Company is not then prohibited from purchasing or
acquiring shares of such stock, such payment may be made in whole or in part
with shares of the same class of stock as that then subject to the option,
delivered in lieu of cash concurrently with such exercise, the shares so
delivered to be valued on the basis of the fair market value of the stock
(determined in a manner specified in the instrument evidencing the option) on
the day preceding the date of exercise.

11. ADMINISTRATION. The Plan shall be administered by the Company's
Board of Directors (the "Board") or, in the discretion of the Board, by a
committee (the "Committee") of members of the Board.

The interpretation and construction by the Committee of any term or
provision of the Plan or of any option granted under it shall be final, unless
otherwise determined by the Board in which event such determination by the Board
shall be final. The Committee may from time to time adopt rules and regulations
for carrying out this Plan and, subject to the provisions of this Plan, may
prescribe the form or forms of the instruments evidencing any option granted
under this Plan.

Subject to the provisions of this Plan, the Board or, by delegation
from the Board, the Committee shall have full and final authority in its
discretion to select the individuals to be granted options, to grant such
options and to determine the number of

Page 2 of 4
<PAGE>

shares to be subject thereto, the exercise prices, the terms of exercise,
expiration dates and other pertinent provisions thereof.

12. CORPORATE REORGANIZATIONS. Upon the dissolution or liquidation
of the Company, or upon a reorganization, merger or consolidation of the Company
as a result of which the outstanding securities of the class then subject to
options hereunder are changed into or exchanged for cash or property or
securities not of the Company's issue, or upon a sale of substantially all the
property of the Company to another corporation or person, the Plan shall
terminate, and all options theretofore granted hereunder shall terminate, unless
provision be made in writing in connection with such transaction for the
continuance of the Plan and/or for the assumption of options theretofore
granted, or the substitution for such options of options covering the stock of a
successor employer corporation, or a parent or a subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices, in which
event the Plan and options theretofore granted shall continue in the manner and
under the terms so provided. If the Plan and unexercised options shall
terminate pursuant to the foregoing sentence, all persons entitled to exercise
any unexercised portions of options then outstanding shall have the right, at
such time prior to the consummation of the transaction causing such termination
as the Company shall designate, to exercise the unexercised portions of their
options, including the portions thereof which would, but for this section
entitled "Corporate Reorganizations," not yet be exercisable.

13. RESTRICTED STOCK. If the instrument evidencing the option so
provides, shares of stock issued on exercise of an option granted under this
Plan may upon issuance be subject to the following restrictions (and, as used
herein, "restricted stock" means shares issued on exercise of options granted
under this Plan which are still subject to restrictions imposed under this
Section 13 that have not yet expired or terminated):

(a) shares of restricted stock may not be sold or otherwise
transferred or hypothecated:

(b) if the employment or business relationship of the
holder of shares of restricted stock with the Company or a
subsidiary is terminated for any reason other than his death,
normal or early retirement in accordance with his employer's
established retirement policies or practices, or total
disability, the Company (or any subsidiary designated by it)
shall have the option for ninety (90) days after such termination
of employment or business relationship to purchase for cash all
or any part of his restricted stock at the fair market value of
the restricted stock on the date of such termination of
employment or business relationship (determined in a manner
specified in the instrument evidencing the option); and

Page 3 of 4

<PAGE>

(c) as to the shares of stock affected thereby, any additional
restrictions that may be imposed on particular shares of restricted
stock as specified in the instrument evidencing the option.

The restrictions imposed under this Section 13 shall apply as well to
all shares or other securities issued in respect of restricted stock in
connection with any stock split, reverse stock split, stock dividend,
recapitalization, reclassification, spin-off, split-off, merger, consolidation
or reorganization, but such restrictions shall expire or terminate at such time
or times as shall be specified therefor in the instrument evidencing the option
which provided for the restrictions.

14. AMENDMENT AND TERMINATION. The Board may alter, amend, suspend
or terminate this Plan, provided that no such action shall deprive an optionee,
without his consent, of any option granted to the optionee pursuant to this Plan
or of any of his rights under such option. Except as herein provided, no such
action of the Board, unless taken with the approval of the stockholders of the
Company, may:

(a) increase the maximum number of shares for which options
granted under this Plan may be exercised;

(b) Reduce the minimum permissible exercise price;

(d) alter the class of individuals eligible to receive options
under the Plan.

Page 4 of 4

<PAGE>

SUPPLEMENTAL RETIREMENT PLAN FOR EXECUTIVES

MASTER PLAN DOCUMENT

September 1, 1990

As Amended

January 1, 1994

<PAGE>

TABLE OF CONTENTS

PAGE

Purpose ................................................................... 1

Article 1 - DEFINITIONS ................................................... 1

Article 2 - ELIGIBILITY ................................................... 3
2.1 Selection By Committee ............................................... 3
2.2 Enrollment Requirements .............................................. 3

Article 3 - DEFERRAL COMMITMENTS .......................................... 3
3.1 Minimum Deferral ..................................................... 3
3.2 Maximum Deferral ..................................................... 3
3.3 Withholding of Deferral Amounts ...................................... 3
3.4 Company Contribution ................................................. 3
3.5 Annual Rate .......................................................... 3
3.6 Interest Crediting ................................................... 4
3.7 Default .............................................................. 4
3.8 Deferral Penalty in the Event of Default ............................. 4
3.9 Waiver of Default and Grant of Suspension ............................ 4
3.10 Termination of Participation ......................................... 4

Article 4 - PRERETIREMENT PAYMENTS ........................................ 4
4.1 Preretirement Payments ............................................... 4
4.2 Hardship Payments .................................................... 5

Article 5 - RETIREMENT BENEFIT ............................................ 5
5.1 Retirement Benefit ................................................... 5
5.2 Rate of Interest ..................................................... 5
5.3 Duration of Benefits ................................................. 5

Article 6 - SURVIVOR BENEFIT .............................................. 6
6.1 Preretirement Survivor Benefit ....................................... 6
6.2 Amount ............................................................... 6
6.3 Post-retirement Survivor Benefit ..................................... 6
6.4 Eligibility .......................................................... 6
6.5 Suicide .............................................................. 6

<PAGE>

PAGE

Article 7 - TERMINATION BENEFIT ........................................... 7
7.1 Eligibility .......................................................... 7
7.2 Termination Before Normal Retirement ................................. 7
7.3 Plan Participation Crediting ......................................... 7
7.4 Payment Schedule ..................................................... 8
7.5 Termination After Age Sixty (60) ..................................... 8

Article 8 - DISABILITY BENEFIT ............................................ 8
8.1 Definition ........................................................... 8
8.2 Benefit .............................................................. 8

Article 9 - BENEFICIARY ................................................... 9
9.1 Beneficiary .......................................................... 9
9.2 Beneficiary Designation .............................................. 9
9.3 Change of Beneficiary ................................................ 9
9.4 Employer Acknowledgment .............................................. 9
9.5 Undefined Beneficiary ................................................ 9
9.6 Discharge of Obligation .............................................. 9

Article 10 - LEAVE OF ABSENCE ............................................. 9
10.1 Paid Leave of Absence ................................................ 9
10.2 Unpaid Leave of Absence .............................................. 9
10.3 Discharge of Obligation .............................................. 9

Article 11 - EMPLOYER LIABILITY ........................................... 10
11.1 General Assets ....................................................... 10
11.2 Employer's Liability ................................................. 10
11.3 Limitation of Obligation ............................................. 10
11.4 Participant Cooperation .............................................. 10

Article 12 - NO GUARANTEE OF EMPLOYMENT ................................... 10
12.1 No Guarantee of Employment ........................................... 10

Article 13 - TERMINATION OF PARTICIPATION ................................. 10
13.1 Written Notice ....................................................... 10

Article 14 - TERMINATION, AMENDMENT OR MODIFICATION OF THE PLAN ........... 10
14.1 Company Termination of Plan .......................................... 10
14.2 Plan Amendment ....................................................... 11
14.3 Termination .......................................................... 11
14.4 Beneficiary Entitlement .............................................. 11
14.5 Hostile Takeovers .................................................... 11

<PAGE>

PAGE
----
Article 15 - OTHER BENEFITS AND AGREEMENTS ................................ 11
15.1 Coordination With Other Benefits ..................................... 11

Article 16 - RESTRICTIONS ON ALIENATION OF BENEFITS ....................... 11
16.1 No Right of Transfer ................................................. 11

Article 17 - ADMINISTRATION OF THE PLAN ................................... 12
17.1 Committee Administration ............................................. 12
17.2 Committee Authority .................................................. 12
17.3 Committee Indemnity .................................................. 12
17.4 Employer's Obligations to the Committee .............................. 12
17.5 Committee Discretion in Payment Schedule ............................. 12

Article 18 - MISCELLANEOUS ................................................ 13
18.1 Notice ............................................................... 13
18.2 Successors ........................................................... 13
18.3 Governing Law ........................................................ 13
18.4 Pronouns ............................................................. 13

<PAGE>

SUPPLEMENTAL RETIREMENT PLAN

PURPOSE

The purpose of this Plan is to provide specified benefits to a select group of
key employees who contribute materially to the continued growth, development and
future business success of The Titan Corporation and its subsidiaries.

ARTICLE 1
DEFINITIONS

For purposes hereof, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated meanings:

1.1 "Account Balance" shall mean the current sum of Participant and Company
contributions and interest earnings thereon, attributable to a
Participant's individual account.

1.2 "Annual Deferral" shall mean that portion of a Participant's Base Annual
Salary that a Participant elects to have and is deferred, in accordance
with Article 3, for any one Plan Year. In the event of Retirement,
Disability, death or a Termination of Employment prior to the end of a Plan
Year, such year's Annual Deferral shall be the actual amount withheld prior
to such event.

1.3 "Base Annual Salary" shall mean the yearly compensation paid to an
Executive, excluding bonuses, commissions, overtime, and non-monetary
awards for employment services to the Company.

1.4 "Bonus" shall mean the individual Management By Objective (MBO) Bonus paid
annually to eligible employees.

1.5 "Beneficiary" shall mean the person or persons, or the estate of a
Participant, entitled to receive any benefits under this Plan upon the
death of a Participant.

1.6 "Committee" shall mean the Compensation Committee of the Board of Directors
or an administrative committee appointed by the Compensation Committee to
manage and administer the Plan in accordance with the provisions of this
Plan.

1.7 "Company" shall mean The Titan Corporation and its subsidiaries.

<PAGE>

1.8 "Deferral Amount" shall mean the sum of all a Participant's Annual
Deferrals, excluding the Company contribution, and excluding interest.

1.9 "Disability" shall mean a period of disability during which a Participant
is permanently and totally disabled.

1.10 "Employer" shall mean the Company and any subsidiary having one or more
Executives who are eligible to participate in the Plan and have been
selected by the Committee to participate. Where the context dictates, the
term "Employer" as used herein refers to the particular Employer which has
entered into a Plan Agreement with a specific Participant.

1.11 "Executive" shall mean any person who is in the regular full-time
employment of the Company, or one of its subsidiaries as determined by the
personnel policies and practices of the Company or the subsidiary.

1.12 "Normal Retirement Date" shall be the first day of the month in which the
Participant attains 1) his or her sixty-second (62) birthday or 2) six (6)
years of Plan participation, whichever is later.

1.13 "Participant" shall mean any Executive who elects to participate in the
Supplemental Retirement Plan, signs a Plan Agreement and Beneficiary
Designation form, and is accepted into the Plan.

1.14 "Plan" shall mean the Supplemental Retirement Plan of the Employer which is
defined by this instrument and by each Plan Agreement.

1.15 "Plan Agreement" shall mean the form of written agreement which is entered
into from time to time, by and between an Employer and a Participant. Each
Plan Agreement executed by a Participant shall provide for the entire
benefit to which such Participant is entitled under the Plan, and the Plan
Agreement bearing the latest date shall govern such entitlement.

1.16 The "Plan Year" shall begin on January 1 of each year and continue through
December 31 of the same year except that the first Plan Year will begin the
first day of the month that follows the date on which the eligible
Participant is permitted to enter the Plan and completes and signs Plan
enrollment forms.

1.17 "Termination of Employment" shall mean the cessation of employment,
voluntarily or involuntarily, excluding retirement, disability or death.

1.18 "Treasury Rate" shall mean the effective yield on constant-maturity
three-year U.S. Treasury Notes as of the close of the first business day
of each month of October that precedes Plan anniversary date.

<PAGE>

1.19 "Year of Service" shall be determined consistent with the definition of
year of service in The Titan Corporation 401(k) Retirement Plan and shall
mean any year in which the Participant does or would qualify for a year of
service as therein defined.

ARTICLE 2
ELIGIBILITY

2.1 SELECTION BY COMMITTEE. The Committee shall have the sole discretion to
determine the Executives who are eligible to become Participants, in
accordance with the purpose of the Plan. In addition, plan participation is
contingent upon the satisfactory underwriting of insurance coverage on each
Participant's life.

2.2 ENROLLMENT REQUIREMENTS. As a condition of participation, each Participant
so selected shall complete, execute and return to the Committee a Plan
Agreement and Beneficiary Designation, and comply with further conditions
as may be established by the Committee.

ARTICLE 3
DEFERRAL COMMITMENTS

3.1 MINIMUM DEFERRAL. The Participant may defer no less than $2,000 per Plan
Year.

3.2 MAXIMUM DEFERRAL. Each year, the Participant may defer no more than the
percentage of Base Annual Salary permitted by the Selection Committee, at
its sole discretion. This percentage will be communicated prior to the
beginning of each Plan Year in which an Annual Deferral is made.

3.3 WITHHOLDING OF ANNUAL DEFERRALS. The amount of Base Annual Salary elected
to be deferred pursuant to the Plan Agreement of a Participant shall be
withheld from the Participant's salary or fees in equal amounts over the
deferral period.

3.4 COMPANY CONTRIBUTION. Each year, the company will contribute to each
Participant's account an amount equal to the Participant's salary deferral
(excluding bonus deferral). The Company matching contribution will be
credited to each Participant's Account Balance on the last day of each Plan
Year (December 31) so long as the Participant is an employee and an active
Participant in the Plan as of that date.

3.5 ANNUAL RATE. The Treasury Rate will be declared annually for each Plan
Year and shall be fixed as of the first business day in October of the year
that precedes the Plan Year. Subject to the provisions and limitations of
the Plan, the account will accrue annual interest at a crediting rate equal
to the Treasury Rate plus three percent (3.0%) from the date of Plan
inception. For purposes of any retirement distributions from the
Participant's Supplemental

<PAGE>

Retirement Plan account, the Treasury Rate that applies for the current
Plan Year and the preceding five (5) Plan Years will be averaged and used
to calculate the interest for benefit payments.

3.6 INTEREST CREDITING. Interest shall be credited yearly on the Account
Balance as though the total Deferral Amount for that Plan Year was made at
the beginning of the Plan Year. In the event of mid-year termination, the
basis for that year's interest crediting rate will be a fraction of the
full year's interest crediting rate, based on the number of completed
months of employment rendered by the Participant in the year of
termination.

3.7 DEFAULT. Default occurs when the Participant does not fulfill all deferral
commitments to the Plan under the Participant's Plan Agreement. Termination
of Employment is not considered a default. A Participant who has a
Termination of Employment will receive Termination benefits, as set forth
in Article 7.

3.8 DEFERRAL PENALTY IN THE EVENT OF DEFAULT. In the even of default by a
Participant on a deferral commitment, the Participant may not defer any
portion of his/her Base Annual Salary or Bonus for the following twelve
(12) months.

3.9 WAIVER OF DEFAULT AND GRANT OF SUSPENSION. The Committee may, at its
discretion, waive any default penalty set forth in Section 3.8 upon request
of the Participant. The Committee may also, at its sole discretion, grant a
suspension of a Participant's deferral commitment for such time as the
Committee may deem necessary if it finds that the Participant has suffered
an unforeseeable financial emergency. For purposes of this Plan, an
unforeseeable financial emergency is an unexpected need for cash arising
from an illness, casualty loss, sudden financial reversal, transfer of
place of employment, or other such unforeseeable occurrence.

3.10 TERMINATION OF PARTICIPATION. A Participant may terminate participation in
the Plan at any time by giving the Employer written notice of such
termination not less than thirty (30) days prior to the anniversary date of
the execution of the most recent Plan Agreement of the Participant.
Benefits to a Participant who elects to terminate Plan participation shall
be paid in accordance with the terms of the Plan.

ARTICLE 4
PRERETIREMENT PAYMENTS

4.1 PRERETIREMENT PAYMENTS. Participants who make contributions to the Plan
prior to attaining age 56 may elect to receive preretirement payments from
the Plan. The Company contribution will remain as part of the Account
Balance to be paid in accordance with the terms of the Plan.

<PAGE>

In connection with each election to make an Annual Deferral, a Participant
may elect to receive a future preretirement payment from the Plan with
respect to that Annual Deferral. The preretirement payment shall be a lump
sum payment in an amount equal to the Annual Deferral plus interest
credited at the Treasury Rate plus three percent (3%). The preretirement
payment shall be made within 60 days of the first day of the Plan Year that
is six years after the effective date of the Annual Deferral election.

4.2 HARDSHIP PAYMENTS. If the Participant experiences an unforeseeable
financial emergency as described in Section 3.9, the Participant may
petition the Administrative Committee to receive a preretirement payment
from the Plan. The amount requested may not exceed the sum of total
Deferral Amounts. If, subject to the sole discretion of the administrative
Committee, the petition is approved, payment shall be distributed within 60
days of the date of approval and the Participant shall be subject to
taxation on the amount received. For the Plan Year in which the payment is
made, all interest that would otherwise have accrued on the amount
withdrawn shall be forfeited.

ARTICLE 5
RETIREMENT BENEFIT

5.1 RETIREMENT BENEFIT. If a participant retires from employment with the
Company on or after the attainment of age sixty-two (62) or six (6) years
of Plan participation,, whichever is later, and if the Plan Agreement has
been kept in force, the Employer will pay the Participant an amount per
month based on the Account Balance, credited with interest, minus the
preretirement payments made pursuant to Article 4.

5.2 RATE OF INTEREST. If the Participant remains with the Company until Normal
Retirement, his or her Account Balance will have accumulated interest at a
compounded interest rate equal to the Treasury Rate plus three percent
(3.0%).

5.3 DURATION OF BENEFITS. Payments shall commence on the last day of the month
determined to be the month wherein the Participant reaches his/her Normal
Retirement Date. Payments shall be monthly, for 60 months, unless a longer
period of time is permitted by the Company and is elected by the
Participant at least three years prior to the beginning of the period
during which deferrals are made.

<PAGE>

ARTICLE 6
SURVIVOR BENEFIT

6.1 PRERETIREMENT SURVIVOR BENEFIT. If a Participant dies BEFORE retirement
and the Plan Agreement is in effect at the time, the Employer will pay a
Survivor's benefit to the designated Beneficiary.

6.2 AMOUNT. The amount of the preretirement 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 time
as described in Section 7.4 with the unpaid balance being credited at the
Treasury Rate plus three percent (3.0%).

6.3 POST-RETIREMENT SURVIVOR BENEFIT. If the Participant dies AFTER Normal
Retirement, and after Retirement benefit payments have commenced, the
Beneficiary will receive any unpaid installments due the Participant, with
the unpaid balance being credited at the Treasury Rate plus three percent
(3.0%). Payments shall continue on a monthly basis until the payout period
in effect is complete.

6.4 ELIGIBILITY. The obligation of the Employer to pay the Survivor benefit
(whether in a lump sum or over a number of months) shall exist only if:

a. at the time of death, the Participant was an employee, totally
disabled, or was on an authorized leave of absence;

a. the Participant was NOT in default as described in Section 3.7, in
which event the Survivor benefit shall be limited to the Participant's
portion of the Account Balance plus interest earnings thereon
(excluding the Company Contribution and interest earnings thereon);

a. the Plan Agreement had been kept in force until the time of death;

a. the Participant's death was determined not to be from a bodily or
mental cause or causes, the information about which was withheld, or
knowingly concealed, or falsely provided by the Participant, when
requested by the Employer to furnish evidence of good health;

a. proof of death in such form as determined acceptable by the Committee
is furnished.

6.5 SUICIDE. In the event of a Participant's suicide within the first two (2)
years of Plan participation, the Employer shall be obligated to return the
Deferral Amounts only, without interest, and no other Survivor benefit
shall be payable.

<PAGE>

ARTICLE 7
TERMINATION BENEFIT

7.1 ELIGIBILITY. This benefit applies if the Participant terminates employment
with the Employer for reasons other than death, Disability, or Normal
Retirement.

7.2 TERMINATION BEFORE NORMAL RETIREMENT. A Participant who terminated
employment with the Employer for reason other than death or Disability
before reaching Normal Retirement will receive his/her Deferral Amounts,
with interest according to the crediting schedule contained in Section 7.3.
However, no interest will be credited on partial year deferrals in the year
of termination. The participant will also be entitled to a percentage of
the Company's matching contributions based on years of service as described
below.

YEARS OF SERVICE PERCENTAGE OF COMPANY
COMPLETED CONTRIBUTIONS VESTED
---------------- ---------------------
Less than 2 0%
2, but less than 3 25%
3, but less than 4 50%
4, but less than 5 75%
5 or more 100%

In addition, the Participant will receive a percentage of the interest
earnings on the Company contribution, in accordance with the schedule
contained in Section 7.3.

7.3 PLAN PARTICIPATION CREDITING. The interest crediting schedule is as
follows:

-------------------------------------------------------------------------
Number of Plan Years Interest Crediting Rate
Completed Prior to
Termination Participant Deferrals Company Contributions
-------------------------------------------------------------------------
Less than 4 Treasury Rate -0-
-------------------------------------------------------------------------
4 but less than 5 Treasury Rate + 1% Treasury Rate + 1%
-------------------------------------------------------------------------
5 but less than 6 Treasury Rate + 2% Treasury Rate + 2%
-------------------------------------------------------------------------
6 or more Treasury Rate + 3% Treasury Rate + 3%
-------------------------------------------------------------------------

<PAGE>

7.4 PAYMENT SCHEDULE. Payout of the Account Balance will be according to the
following schedule.

-------------------------------------------------------------------------
Account Balance Payout
-------------------------------------------------------------------------
Less than $25,000 Paid in a Lump Sum within 90 days of termination.
-------------------------------------------------------------------------
$25,000 and more Paid over 60 months with interest on unpaid balance
credited at the Treasury Rate.

Initial payment to be paid within 90 days of
termination.
-------------------------------------------------------------------------

7.5 TERMINATION AFTER AGE SIXTY (60). Participants who have more than $25,000
in their Account Balance AND who are at least age sixty (60), may elect to
leave their Account Balance with the Company until the full Retirement
benefit crediting has been achieved [six (6) years of Plan participation or
age sixty-two (62), whichever is later]. However, the Account Balance may
be left only if such an election is made at the time of initial plan
enrollment. For those electing to leave the Account Balance, distributions
will begin to be paid out when Retirement benefit crediting is achieved.
Distributions will be made over 60 months, unless otherwise elected at
least three years prior to the period during which deferrals were made,
with the unpaid balance credited at the Treasury Rate plus three percent
(3.0%).

ARTICLE 8
DISABILITY BENEFIT

8.1 DEFINITION. Evidence of Disability is determined by the guidelines
governing the Employer's group long-term disability plan.

8.2 BENEFIT. If the Participant becomes eligible for the Disability benefit
before his or her Normal Retirement, the Participant's Account Balance will
be fully vested and will continue to accumulate interest with benefits to
be paid when he or she reaches the preretirement payment or Normal
Retirement dates as previously elected.

<PAGE>

ARTICLE 9
BENEFICIARY

9.1 BENEFICIARY. All payments made by the Employer under the Plan shall be
made to the Participant during his or her lifetime. If the Participant dies
prior to completion of all payments, then all subsequent payments shall be
made to the Beneficiary(ies) named in the Beneficiary Designation form.

9.2 BENEFICIARY DESIGNATION. A Participant shall designate his or her
Beneficiary to receive benefits under the Plan by completing the
appropriate Beneficiary Designation form.

9.3 CHANGE OF BENEFICIARY. A Participant shall have the right to change the
Beneficiary by submitting to the Committee a change of Beneficiary request
in the form prescribed by the Committee.

9.4 EMPLOYER ACKNOWLEDGMENT. No change of Beneficiary shall be effective until
acknowledged in writing by the Employer.

9.5 UNDEFINED BENEFICIARY. If the Employer has any doubt as to the proper
Beneficiary to receive payments pursuant to this Plan, it shall have the
right to withhold such payments until the matter is finally adjudicated.

9.6 DISCHARGE OF OBLIGATION. Payment made by the Employer in accordance with
this Plan shall fully discharge the Employer from all further obligations
with respect to such payment.

ARTICLE 10
LEAVE OF ABSENCE

10.1 AUTHORIZED LEAVE OF ABSENCE. If a Participant is authorized by the
Employer for any reason to take a leave of absence from employment, such
Participant shall be required to maintain the original level of deferrals
to order to keep the Plan Agreement in force, except as provided in Article
8.

10.2 FAILURE TO CONTINUE PAYMENTS. Failure to make such payment may cause the
Plan agreement to terminate. A thirty (30) day notice of intention to
terminate said agreement shall be sent by the Administrative Committee to
the Participant.

10.3 DISCHARGE OF OBLIGATION. Upon termination of an agreement, neither party
shall have any further obligation to the other party under the agreement,
after the Termination benefit has been paid.

<PAGE>

ARTICLE 11
EMPLOYER LIABILITY

11.1 GENERAL ASSETS. Amounts payable to a Participant shall be paid from the
general assets of the Employer exclusively.

11.2 EMPLOYER'S LIABILITY. The Employer's liability for the payment of benefits
shall be defined only by this Master Plan Document, and confirmed by the
Plan agreement entered into between the Employer and a Participant.

11.3 LIMITATION OF OBLIGATION. The Employer shall have no obligation to a
Participant under the Plan, except as expressly provided for in the Plan.

11.4 PARTICIPANT COOPERATION. The Participant must cooperate with the Employer
in furnishing all information requested by the Employer in order to
facilitate the payment of benefits. Such information may include taking a
physical examination, or other actions.

ARTICLE 12
NO GUARANTEE OF EMPLOYMENT

12.1 NO GUARANTEE OF EMPLOYMENT. Nothing herein shall constitute a contract of
continuing employment between the Employer and the Executive.

ARTICLE 13
TERMINATION OF PARTICIPATION

13.1 WRITTEN NOTICE. A Participant may terminate participation in the Plan at
any time by giving the Employer written notice of such termination not less
than thirty (30) days prior to the beginning of the Plan year.

ARTICLE 14
TERMINATION, AMENDMENT OR MODIFICATION OF THE PLAN

14.1 COMPANY TERMINATION OF PLAN. The Employer reserves the right to terminate
this Plan. In the event of Plan termination, the Participants' Deferral
Amounts shall be paid out according to the schedules defined in Article 7.

<PAGE>

14.2 PLAN AMENDMENT. The Employer reserves the right to totally or partially
amend or modify this Plan at any time. Regardless of any amendment or
modification, the Participant will receive at least one hundred percent
(100%) of his or her cumulative Deferral Amounts, plus interest, plus
vested company match and earnings thereon.

14.3 TERMINATION. The Employer reserves the right to terminate the Plan
Agreement of any Participant at the time of termination of service.

14.4 BENEFICIARY ENTITLEMENT. The Committee shall take no action to terminate
the Plan with respect to a Participant's Beneficiary after entitlement to
any benefits under this Plan has occurred.

14.5 HOSTILE TAKEOVERS. In the event of hostile or non-negotiated takeover or
acquisition by another company, the Account Balance of this Plan may become
due and payable to all Participants, at the option of the management of The
Titan Corporation.

ARTICLE 15
OTHER BENEFITS AND AGREEMENTS

15.1 COORDINATION WITH OTHER BENEFITS. The benefits provided for a Participant
and Participant's Beneficiary under the Plan are in addition to any other
benefits available to such Participant under any other plan or program for
employees of the Employer. The Plan shall supplement and shall not
supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided.

ARTICLE 16
RESTRICTIONS ON ALIENATION OF BENEFITS

16.1 NO RIGHT OF TRANSFER. No right or benefit under the Plan shall be subject
to alienation, sale, assignment or encumbrance.

<PAGE>

ARTICLE 17
ADMINISTRATION OF THE PLAN

17.1 COMMITTEE ADMINISTRATION. The general administration of this Plan, as well
as construction and interpretation thereof, shall be the responsibility of
the Compensation Committee of the Board of Directors or, if otherwise
established in writing, by an administrative Committee, the number of
members of which shall be designated and appointed from time to time by,
and shall serve at the pleasure of, the Board of Directors of the Employer.

17.2 COMMITTEE AUTHORITY. Subject to the Plan, the Committee shall from time to
time establish rules, forms and procedures for the administration of the
Plan. Except as otherwise expressly provided, the Committee shall have the
exclusive right to interpret the Plan and to decide any and all matters
arising thereunder. The committee's decisions shall be conclusive and
binding upon all persons having or claiming to have any right or interest
under the Plan.

17.3 COMMITTEE INDEMNITY. No member of the Committee shall be liable for any
act or omission of any other member of the Committee, nor for any act or
omission on his own part, excepting his own willful misconduct.

The employer shall indemnify, and save harmless each member of the
Committee against any and all expenses and liabilities arising out of his
membership on the Committee, with the exception of expenses and liabilities
arising out of his own willful misconduct.

17.4 EMPLOYER'S OBLIGATIONS TO THE COMMITTEE. To enable the Committee to
perform its functions, the Employer shall supply full and timely
information to the Committee on all matters relating to the compensation of
all Participants, their retirement, death or other cause for Termination of
Employment, and such other pertinent facts as the Committee may require.

17.5 COMMITTEE DISCRETION IN PAYMENT SCHEDULE. The Committee, of its own accord
or upon petition by the Participant or Participant's Beneficiary, shall
have the power, at its sole discretion, to change the manner and timing of
payments to be made to a Participant or Participant's Beneficiary from that
elected by the participant.

<PAGE>

ARTICLE 18
MISCELLANEOUS

18.1 NOTICE. Any notice given under the Plan shall be in writing and shall be
mailed to:

The Titan Corporation
Administrative Committee
c/o Chief Financial Officer
Supplemental Retirement Plan
3033 Science Park Road
San Diego, California 92121

18.2 SUCCESSORS. The Plan shall be binding upon the Employer and its respective
successors or assigns, and upon a Participant, Participant's Beneficiary,
assigns, heirs, executors and administrators.

18.3 GOVERNING LAW. The Plan and Plan Agreement shall be governed by and
construed under the laws of the State of California, as in effect at the
time of their adoptions and execution, respectively.

18.4 PRONOUNS. Masculine pronouns wherever used shall include feminine pronouns
and the singular shall include the plural.

IN WITNESS WHEREOF the Employer has signed this Plan this _______ day of
_________, 19__.

Employer:

THE TITAN CORPORATION

By:
---------------------------------------
(Signature)

Title:
---------------------------------------
(Officer of Company)

<PAGE>

AMENDMENT

THE TITAN CORPORATION SUPPLEMENTAL RETIREMENT PLAN
FOR KEY EXECUTIVES

The Titan Corporation Supplemental Retirement Plan For Key Executives is
hereby amended in the following particulars, effective May 18, 1995:

1. Section 14.5 of the existing Plan is hereby deleted and
replaced with new section 14.5 which shall read as follows:

"14.5 CHANGE IN CONTROL Notwithstanding any other provisions of
the Plan, upon any Change in Control (as defined hereinbelow) the
Account Balance of each Participant shall become fully vested
(including, without limitation for purposes of Section 7.2) and,
at the Participant's discretion, shall be due and payable in a
lump-sum within ninety days of such Participant's termination of
employment from Employer and the applicable interest crediting
rate under Section 7.3 shall be the maximum rate provided therein
(Treasury Rate plus 3%). The term "Change in Control" shall mean
(a) any "person" (as such term is used in Sections 3(a)(9) and
13(d)(3) of the Securities Exchange Act of 1934) becomes the
beneficial owner (as such term is used in Section 13(d)(1) of the
Securities Exchange Act of 1934), directly or indirectly, of
securities of the Company representing at least 25% of the
combined voting power of the then outstanding securities of the
Company; (b) during any period of twenty-four (24) consecutive
months, individuals who at the beginning of such period
constituted the Board cease for any reason to constitute at least
a majority thereof, unless the election, or the nomination for
election, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were
directors at the beginning of the period; (c) all or
substantially all of the Company's assets are sold as an entirety
to any person or related group of persons; or (d) the company is
merged with or into another corporation or another corporation is
merged into the Company with the effect that immediately after
such transaction the stockholders of the Company immediately prior
to such transaction hold less than a majority in interest of the
total voting

<PAGE>

power entitled to vote in the election of directors, managers or
trustees of the entity surviving such transaction.

<PAGE>

INDEMNITY AGREEMENT

This Agreement is made as of the _________________________, by and between
The Titan Corporation, a Delaware corporation (the "Corporation"), and
______________________________ ("Indemnitee"), with reference to the following
facts:

Indemnitee is currently serving as a director and/or officer of the
Corporation and/or one of its Subsidiaries (which term shall mean any
entity of which at least 50% of the voting stock is owned by the
Corporation or another such Subsidiary of the Corporation) and the
Corporation wishes Indemnitee to continue in such capacity. Indemnitee is
willing, under certain circumstances, to continue in such capacity.

In order to induce Indemnitee to continue to serve as a director and/or
officer of the Corporation and/or one of its Subsidiaries, and in consideration
of his continued service, the Corporation hereby agrees to indemnify Indemnitee
as follows:

1. The Corporation will pay on behalf of Indemnitee and his
executors, administrations, or assigns, any amount which he is, or becomes,
legally obligated to pay because of any claim or claims made against him
because of any past, present or future act or omission or neglect or breach
of duty, including any actual or alleged error or misstatement or
misleading statement, which he may commit or suffer while he was, is or may
hereafter be acting in his capacity as a director and/or officer of the
Corporation and/or one of its Subsidiaries and solely because of his being
a director and/or officer. The payments which the Corporation will be
obligated to make hereunder shall include, INTER ALIA, damages, judgments,
settlements and costs, cost of investigation (excluding salaries of
officers or employees of the Corporation) and costs of defense of legal
actions, claims or proceedings and appeals therefrom, and costs of
attachment or similar bonds; provided however, that the Corporation shall
not be obligated to pay fines or other obligations or fees imposed by law
or otherwise which it is prohibited by applicable law from paying as
indemnity or for any other reason.

2. If a claim under this agreement is not paid by the Corporation,
or on its behalf, within ninety days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and
if

<PAGE>

successful, in whole or in part, the claimant shall be entitled to be paid
also the expense of prosecuting such claim.

3. In the event of payment under this Agreement, the Corporation
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the Corporation effectively
to bring suit to enforce such rights.

4. The Corporation shall not be liable under this Agreement to make
any payment in connection with any claim made against Indemnitee:

(a) for which payment is actually made to Indemnitee under a valid
and collectible insurance policy, except with respect to any excess beyond
the amount of payment under such insurance;

(b) for which Indemnitee is entitled to indemnity and/or payment by
reason of having given notice of any circumstance which might give rise to
a claim under any policy of insurance, the terms of which have expired
prior to the effective date of this Agreement;

(d) based upon or attributable to Indemnitee gaining in fact any
personal profit or advantage to which he was not legally entitled;

(e) for an accounting of profits made from the purchase or sale by
Indemnitee of securities of the Corporation within the meaning of Section
16(b) of the Securities Exchange Act of 1934 and amendments thereto or
similar provisions of any state statutory law or common law; or

(f) brought about or contributed to by the dishonesty of Indemnitee
seeking payment hereunder; however, notwithstanding the foregoing,
Indemnitee shall be protected under this Agreement as to any claims upon
which suit may be brought against him by reason of any alleged dishonesty
on his part, unless a judgment or other final adjudication thereof adverse
to Indemnitee shall establish that he committed (i) acts of active and
deliberate dishonesty, (ii) with actual dishonest purpose and intent, and
(iii) which acts were material to the cause of action so adjudicated.

<PAGE>

5. The maximum aggregate amount of indemnity payable by the Corporation
hereunder to Indemnitee is $20,000,000.

6. No costs, charges or expenses for which indemnity shall be sought
hereunder shall be incurred without the Corporation's consent, which consent
shall not be unreasonably withheld.

7. Indemnitee, as a condition precedent to his right to be indemnified
under this Agreement, shall give to the Corporation notice in writing as soon as
practicable of any claim made against him for which indemnity will or could be
sought under this Agreement. Notice to the Corporation shall be directed to
3033 Science Park Road, San Diego, California 92121, Attention: Corporate
Secretary (or such other address as the Corporation shall designate in writing
to Indemnitee); notice shall be deemed received if sent by prepaid mail,
properly addressed, the date of such notice being the date postmarked. In
addition, Indemnitee shall give the Corporation such information and cooperation
as it may reasonably require and as shall be within Indemnitee's power.

8. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one instrument.

9. Nothing herein shall be deemed to diminish or otherwise restrict
Indemnitee's right to indemnification under any provision of the Certificate of
Incorporation or Bylaws of the Corporation, or under Delaware law.

10. This Agreement shall be governed by and construed in accordance with
Delaware law.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
duly executed and signed as of the day and year first above written.

THE TITAN CORPORATION INDEMNITEE

By
--------------------------------- ----------------------------------------

<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

10
<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.

11
<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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(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

15
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(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

16
<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

17
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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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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

20
<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

21
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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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<PAGE>

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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<PAGE>

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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<PAGE>

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.

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<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

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<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.

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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

* Confidential Treatment Requested

<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>

SECOND AMENDMENT

AMENDMENT NO. 1

AMENDED AND RESTATED AGREEMENT

(NO. 030/KON/PSN-IX/95)

BETWEEN

LINKABIT WIRELESS, INC.

AND

PT. PASIFIK SATELIT NUSANTARA

FOR

"EQUIPMENT PURCHASE"

<PAGE>

SECOND AMENDMENT TO
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 31,
1997, by and between LINKABIT WIRELESS, INC., a Delaware Corporation, formerly
known as Titan Information Systems Corporation ("Titan"), and PT. PASIFIK
SATELIT NUSANTARA, an Indonesian corporation ("PSN").

WHEREAS, Titan, PSN and Tedco Group Limited, a Singaporean corporation,
entered into and 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 amended the Agreement on December 4, 1997 with
Amendment No. 1 to Amended and Restated Agreement for Equipment Purchase, and
then further amended the Agreement on December 6, 1997 with Amendment to
Amendment No. 1 for Equipment Purchase (collectively, the "Prior Amendments");

WHEREAS, Titan subsequently changed its corporate name from Titan
Information Systems Corporation to Linkabit Wireless, Inc; and

WHEREAS, Titan and PSN desire to amend the Agreement, as amended by the
Prior Amendments, as set forth below.

1. Section 6.3(c)(1) of the Agreement is hereby amended to read in its
entirety as follows:

1. For [ . . . *** . . . ] Rural Terminals without antennas,
[. . . *** . . . ] CCM 1500 Modems and [ . . . *** . . . ] PSTN
Gateway Earth Station including RF components (hereinafter
collectively referred to as the "First Batch"), including

* Confidential Treatment Requested
1.
<PAGE>

the Non-Recurring Fee on a pro-rata basis counting the number of
Rural Terminals being ordered, PSN will issue a Purchase Order
(hereinafter referred to as the "PO") no later than the day
immediately after shipment of the First Batch, Titan shall also send
to PSN all necessary shipping documents (including the Bill of
Lading, Titan's commercial invoice, Packing List and Insurance
Certificate, the Insurance Certificate only being necessary if PSN
instructs Titan to deliver an Insurance Certificate where PSN will be
the beneficiary) (hereinafter referred to as "Shipping Documents").
PSN will pay to Titan [ . . . *** . . . ] for the First Batch no
later than [ . . . *** . . . ] (the "First Batch Payment"). If PSN
does not make the First Batch Payment to Titan by [ . . . *** . . . ],
PSN will be required to pay to Titan (i) [ . . . *** . . . ] on the
first day of each month commencing on [ . . . *** . . . ] until
payment is made in full, and (ii) interest calculated at a rate of
10% per annum, payable on the first day of each month commencing on
[ . . . *** . . . ], on the outstanding balance owed by PSN to Titan
with respect to the First Batch Payment on such date (the amount of
interest being calculated prior to any payment being made pursuant
to (i) above on such date). PSN is currently seeking approval for
financing support from the USA Export/Import Bank (EX/IM). At such
time as the EX/IM financing is approved, all such payments due under
this agreement shall be immediately due and payable, not withstanding
any other payment terms herein.

2. The Amendment and the Agreement shall be assignable to any wholly-
owned subsidiary of Titan.

3. Except as expressly amended pursuant to this Amendment, the Agreement
shall continue in full force and effect.

4. 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.

5. 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.

* Confidential Treatment Requested
2.
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

LINKABIT WIRELESS, INC. PT. PASIFIK SATELIT NUSANTARA

By: /s/ Frederick L. Judge By: /s/ Adi R. Adiwoso
----------------------------- ----------------------
Frederick L. Judge
President and
Chief Executive Officer Name: Adi R. Adiwoso
----------------
Title: President and CEO
------------------

By: /s/ Carter S. Miller
-----------------------------
Carter S. Miller
Managing Director

<PAGE>

[TITAN CORPORATION LETTERHEAD]

December 19, 1996

Mr. Eric DeMarco
7175 Everglades Avenue
San Diego, CA 92119

Dear Eric:

I am pleased to offer you the position of Senior Vice President and Chief
Financial Officer of The Titan Corporation. I am confident that you win make a
significant contribution to the growth and success of Titan. I believe you will
be provided with a challenging and gratifying work environment conducive to the
development and fulfillment of your professional objectives.

Your annual salary will be $12,.500.00/month. The Board of Directors has
approved an offer to you of 50,000 shares of Titan stock under our Stock Option
Plan. In addition, you will receive supplemental compensation of $575.00 per
month. As a member of Titan's Executive Bonus Plan, you will have the
opportunity to earn up to 50% of your salary, or $75,000, (up to 35% by
assisting Titan in meeting the corporate plan and meeting your individual
objectives, and up to 15% for exceeding plan).

You will also be eligible to participate In Titan's Executive Deferred
Compensation Plan. This plan allows you to make up to a 10% contribution which
will be matched by the Company.

Titan has an excellent fringe benefit package including medical and dental
plans, life insurance, 401(k) retirement plan, paid personal time off and paid
vacation.

During your first two years of employment, if you are terminated for any reason
other than cause by The Titan Corporation, Titan will pay you as severance an
amount equal to one year's base salary, subject to normal deductions. After
that period, if your employment is terminated for any reason other than cause,
you will receive as severance an amount equal to six months base salary,
subject to normal deductions.

Eric, I look forward to welcoming you as a member of the Titan team and trust
that it will be a mutually beneficial association. If you concur, we would like
you to begin work as soon as possible.

Sincerely,

/s/ GENE W. RAY

Gene W. Ray

<PAGE>

AGREEMENT
---------

This AGREEMENT, dated _________________, is made by and between
(hereinafter referred to as the "Executive") and THE TITAN CORPORATION, a
Delaware corporation.

RECITALS
--------

A. The Company considers it essential to the best interests of its
stockholders to foster the recruitment and continuous employment of key
management personnel.

B. The Board of Directors of the Company (the "Board of
Directors") recognizes that, as is the case with many publicly-held
corporations, the possibility of a Change in Control may exist and that such
possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management
personnel to the detriment of the Company and its stockholders or interfere
with the ability of the Company to recruit qualified executives.

C. The Board of Directors has determined that it is in the best
interest of the Company's stockholders that appropriate steps be taken to
reinforce and encourage the continued dedication of the Executive to the
Executive's assigned duties without distraction in case of potentially
disturbing circumstances arising from the possibility of a Change in Control
of the Company.

D. In order to induce the Executive to continue to provide his
services to the Company and to induce the Executive to give the Executive's
continued attention and dedication to the Executive's assigned duties, the
Company desires to provide the Executive with certain benefits and
inducements, as set forth herein.

E. The Executive covenants to perform the Executive's assigned
duties with continued attention, zeal and dedication.

AGREEMENT
---------

NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is
hereby acknowledged, and the Company and the Executive do hereby agree as
follows:

ARTICLE I

DEFINITIONS
-----------

Whenever the following terms are used below in this Agreement, they
shall have the meaning specified below, and no other, unless the context
clearly indicates to

<PAGE>

the contrary. The masculine pronoun shall include the feminine and neuter,
and the singular the plural, where the context so indicates.

SECTION 1.1 - AUDITORS.

"Auditors" shall mean Arthur Andersen LLP, or an independent
certified public accounting firm that is duly selected by the Board of
Directors and is acceptable to the Executive.

SECTION 1.2 - BOARD OF DIRECTORS.

"Board of Directors" shall have the meaning provided in the second
recital of this Agreement.

SECTION 1.3 - CAUSE.

"Cause" shall mean termination of Executive's employment with the
Company because of (i) conviction of a felony, (ii) theft or embezzlement of
property from the Company or (iii) willful misconduct or willful failure
substantially to perform the duties of his or her position, provided that the
Executive shall have received written notice from the Board of the specific
acts of misconduct or failures to perform and such acts or failure shall have
continued after receipt of such notice.

SECTION 1.4 - CHANGE IN CONTROL.

A "Change in Control" shall be deemed to have occurred in the event
of (i) the acquisition by any Person, together with its affiliates, of
beneficial ownership of capital stock of the Company possessing 25% or more
of the combined voting power of the Company's outstanding capital stock, (ii)
within any two-year period, the majority of the members of the Board 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 still in office who
were members of the Board at the beginning of such two-year period, (iii) all
or substantially all of the Company's assets are sold as an entirety to any
Person or related group of Persons or (iv) the Company is merged with or into
another corporation or another corporation is merged into the Company with
the effect that immediately after such transaction the stockholders of the
Company immediately prior to such transaction hold less than a majority in
interest of the total voting power entitled to vote in the election of
directors, managers or trustees of the entity surviving such transaction.

SECTION 1.5 - CODE.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

SECTION 1.6 - COMPANY.

"Company" shall mean The Titan Corporation, a Delaware corporation,
its subsidiaries and affiliates, and any successor to its business, whether
direct or indirect, by

2
<PAGE>

purchase of securities, merger, consolidation, purchase of all or
substantially all of the Company's assets or otherwise.

SECTION 1.7 - DATE OF TERMINATION.

"Date of Termination" shall mean (i) in the case of termination of
the Executive's employment by the Company for Disability, thirty days after
Notice of Termination is given, provided that the Executive shall not have
returned to the performance of the Executive's assigned duties on a full-time
basis during such thirty-day period; or (ii) in the case of termination of
the Executive's employment by the Company for Cause or termination by the
Executive for Good Reason or termination for any other reason, the date
specified in the Notice of Termination, which date shall not be less than
thirty days after the date such Notice of Termination is given.

SECTION 1.8 - DISABILITY.

"Disability" shall mean absence from performance of assigned duties
for the Company on a full-time basis for six consecutive calendar months as a
result of incapacity due to medically documented physical or mental illness.

SECTION 1.9 - EXCHANGE ACT.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

SECTION 1.10 - EXECUTIVE.

"Executive" shall have the meaning provided in the first paragraph
of this Agreement.

SECTION 1.11 - GOOD REASON.

"Good Reason" shall mean the occurrence of any of the following
events without the Executive's express written consent:

(a) the assignment to the Executive of duties inconsistent
with the Executive's position and status as an executive of the Company
immediately prior to a Change in Control or a substantial adverse
alteration in the nature or status of the Executive's title, position,
duties, functions, working conditions or responsibilities as Senior Vice
President of the Company from those in effect immediately prior to a Change
in Control;

(b) relocation of Executive's principal office more than
thirty miles from that in existence immediately prior to a Change in
Control;

(c) a reduction by the Company in the Executive's base salary
or targeted bonuses under the Company's Incentive Plan or other
executive compensation or bonus plan or arrangement as in effect
immediately prior to the

3
<PAGE>

occurrence of a Change in Control or as the same may be increased from
time to time during the term of this Agreement;

(d) the failure by the Company to continue to provide the
Executive with benefits substantially similar to those enjoyed by the
Executive under any of the Company's pension, life insurance, medical,
health and accident, or disability plans in which the Executive was
participating at the time of the Change in Control, the taking of any
action by the Company which would directly or indirectly materially reduce
any of such benefits or deprive the Executive of any material fringe
benefit enjoyed by the Executive at the time of the Change in Control, or
the failure by the Company to provide the Executive with the number of paid
days of personal time to which the Executive is entitled on the basis of
years of service with the Company in accordance with the Company's normal
personal time policy in effect at the time of the Change in Control;

(e) the continuation or repetition, after written notice of
objection from the Executive, of harassing or denigrating treatment
inconsistent with the Executive's position the Company; or

(f) any purported termination of the Executive's employment by
the Company which is not effected according to the requirements of a
Notice of Termination as defined in Section 1.12 herein.

SECTION 1.12 - NOTICE OF TERMINATION.

"Notice of Termination" shall mean a notice, in writing, to the
Executive from the Company or to the Company from the Executive, which
indicates the specific termination provision enumerated in this Agreement
relied upon, and which sets forth in reasonable detail the facts and
circumstances alleged to provide a basis for termination of the Executive's
employment relationship by the Company or by the Executive. Such notice must
be communicated to the Executive in accordance with Section 4.3 herein.

SECTION 1.13 - PERSON.

"Person" shall have the same meaning as it does in Section 3(a)(9)
of the Exchange Act (including the definition of "company" under Section
3(a)(19) of the Exchange Act), including a group and any other arrangement
included as a "Person" under Section 13(d)(3) of the Exchange Act.

SECTION 1.14 - POTENTIAL CHANGE IN CONTROL.

"Potential Change in Control" shall be deemed to have occurred if
the Company enters into an agreement, the consummation of which would result
in the occurrence of a Change in Control.

4
<PAGE>

SECTION 1.15 - TAX COUNSEL.

"Tax Counsel" shall mean legal counsel, selected by the Auditors,
and which is acceptable to the Executive, for the purpose of rendering legal
advice and services on tax issues arising under this Agreement.

SECTION 1.16 - TERMINATION PERIOD.

"Termination Period" shall mean the period beginning fifteen days
prior to the occurrence of a Change in Control and ending twenty-four (24)
months following a Change in Control.

ARTICLE II

TERM
----

This Agreement shall be effective commencing on June 30, 1995 and
shall continue in effect through June 30, 1998 and thereafter shall be
extended annually for additional periods of twelve (12) months unless the
Company provides the Executive with written notice of its intention not to
renew the Agreement no later than ninety (90) days prior to the expiration of
the then existing term; provided, however, if a Change in Control shall have
occurred during the term of this Agreement, then this Agreement shall
continue in effect through the Termination Period.

ARTICLE III

BENEFITS AND COMPENSATION
-------------------------

SECTION 3.1 - WHEN BENEFITS PAYABLE.

No benefits shall be payable under this Agreement and the
provisions of this Agreement shall be of no force or effect unless there
shall have been a Change in Control or a Potential Change in Control (as
provided in Section 3.4), and the Executive's employment with the Company
shall have been terminated during the Termination Period. If a Change in
Control or a Potential Change in Control (as provided in Section 3.4) has
occurred and the Executive's employment with the Company is terminated during
the Termination Period unless such termination is (i) because of the death of
the Executive, or (ii) by the Executive other than for Good Reason (in which
cases, no benefits are payable under this Agreement), the Executive shall be
entitled to the benefits enumerated in this Article 3, under the conditions
imposed herein.

SECTION 3.2 - BENEFITS UPON DISABILITY.

During any period within the term of this Agreement that the
Executive is or becomes subject to a Disability, the Executive shall continue
to receive the Executive's full base compensation and other benefits at the
rate then in effect until the Executive's employment is terminated pursuant
to Section 1.12 herein. After termination

5
<PAGE>

for Disability, benefits accruing to the Executive shall be determined in
accordance with the Company's disability policy as in effect immediately prior
to any Change in Control.

SECTION 3.3 - BENEFITS UPON TERMINATION FOR CAUSE.

In the event that the Executive's employment with the Company is
terminated for Cause, the Executive shall receive the Executive's full base
compensation as earned through the Date of Termination at the rate in effect
at the time Notice of Termination is given. Following payment of said amount,
the Company shall have no further obligations to the Executive under this
Agreement.

SECTION 3.4 - BENEFITS UPON TERMINATION OTHER THAN FOR CAUSE OR DISABILITY;
OR TERMINATION FOR GOOD REASON.

In the event that the employment of the Executive shall be
terminated during the Termination Period (i) by the Company for any reason
other than for Cause or Disability or (ii) by the Executive for Good Reason,
then the Executive shall be entitled to receive: (I) the Executive's full
base compensation as earned through the Date of Termination at the rate in
effect at the time Notice of Termination is given plus the pro-rata amount of
the maximum bonus payable to the Executive under the Company's Incentive Plan
or other Executive Bonus Plan then in effect for the fiscal year of the
Notice of Termination; (II) for a 24 month period after such termination
group health insurance coverage for the Executive and his or her dependents
substantially the same as that in effect immediately prior to the Change in
Control but increased to the extent that such benefits were increased
following the Change in Control; and (III) a lump sum payment (the "Lump Sum
Payment") from the Company to the Executive of a dollar amount equal to 200%
of the sum of (x) base salary of the Executive for the twelve-month period
immediately preceding the Change in Control (if the Executive has not been
employed by the Company for twelve months, the applicable amount under this
clause (x) shall be equal to 100% of the annualized base compensation of the
Executive during the period for which the Executive has been employed with
the Company) and (y) 100% of the maximum bonus payable to the Executive under
the Company's Incentive Plan or other executive bonus plan then in effect for
the fiscal year of the Notice of Termination. For purposes of this Section
3.4, if a termination of the Executive's employment occurs prior to
commencement of the Termination Period, but following a Potential Change in
Control in which a Person has entered into an agreement with the Company the
consummation of which will constitute a Change in Control, such termination
shall be deemed to be within the Termination Period and to have been (I) by
the Company without Cause, if the Executive's employment is terminated at the
direction of such Person, or (ii) by the Executive with Good Reason, if the
Executive terminates his employment and the act (or failure to act) which
constitutes Good Reason occurs following such Potential Change in Control and
at the direction of such Person.

SECTION 3.5 - TAX DEDUCTIBILITY OF BENEFIT PAYMENTS.

In the event that any payment or benefit received or to be received
by the Executive in connection with the Change in Control or the termination
of the Executive's employment would not be deductible (in whole or in part)
by the Company

6
<PAGE>

as a result of the operation of Section 280G of the Code, the amount of the
Lump Sum Payment and other benefits set forth in Section 3.4 shall be reduced
(but not below zero) until no portion of such payments or benefits is not
deductible as a result of Section 280G of the Code. For purposes of this
section, the value of any non-cash benefit or any deferred cash payment to
which the Executive is entitled hereunder shall be determined by the Auditors
in accordance with Sections 280G(d)(3) and 280G(d)(4) of the Code. If such a
reduction is deemed necessary, the nature and extent of such reductions shall
be determined by the Auditors with the advice and assistance of the Tax
Counsel, and such determination shall be binding and conclusive, provided
that the Auditors and Tax Counsel consult with the Executive prior to the
final determination, and use their best efforts to ensure that the final
determination comports with the Executive's wishes to the greatest extent
possible. In connection with such determinations, the Executive shall be
entitled to waive any benefit the receipt of which otherwise would require a
reduction in the amount of other payments or benefits under this Section 3.5.

SECTION 3.6 - MECHANICS.

The payments and distributions provided for in Section 3.4 shall be
made no later than the fifth day following the Date of Termination; provided,
however, that if the amounts of such payments, and the limitation on such
payments set forth in Section 3.5, cannot be finally determined on or before
such day, the Company shall pay to the Executive on such day an estimate, as
determined in good faith by the Auditors, of the minimum amount of such
payments and shall pay the remainder of such payments (together with interest
at the rate provided in Section 1274(d) of the Code, compounded quarterly) as
soon as the amount thereof can be determined but in no event later than the
thirtieth day after the Date of Termination. In the event that the amount of
the estimated payments exceeds the amount subsequently determined to have
been due, such excess shall constitute a loan by the Company to the
Executive, repayable of the fifth day after demand by the Company (together
with interest at the rate provided in Section 1274(d) of the Code, compounded
quarterly).

SECTION 3.7 - LEGAL FEES AND EXPENSES.

If, following termination of the Executive's employment, the
Executive shall incur any legal fees or expenses in contesting or disputing
any such termination or in seeking to obtain or enforce any right or benefit
provided by this Agreement or in connection with any tax audit or proceeding
relating thereto, the Company shall pay or reimburse the Executive for all
such fees and expenses.

SECTION 3.8 - NO MITIGATION.

The Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment or benefit provided for in
this Agreement be reduced or offset by any compensation earned by the
Executive as a result of employment by another employer or by retirement
benefits after the Date of Termination or otherwise.

7
<PAGE>

ARTICLE IV

MISCELLANEOUS
-------------

SECTION 4.1 - SUCCESSORS; BINDING AGREEMENT.

The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken
place. The failure of the Company to obtain such assumption agreement prior
to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in
the same amount and on the same terms as the Executive would be entitled to
hereunder if the Executive had terminated the Executive's employment for Good
Reason, except that for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Date of
Termination.

SECTION 4.2 - SUCCESSORS AND ASSIGNS.

This Agreement shall inure to the benefit of, and be enforceable
by, the personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees of the Executive. If
the Executive should die within two years after a Change in Control and
during the term of this Agreement and while any amount would still be payable
to the Executive hereunder if the Executive had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee or other
designee or if there is no such designee, to the Executive's estate.

SECTION 4.3 - NOTICE.

Notices and all communications provided for in this Agreement shall
be in writing and shall be deemed to have been received when delivered or
mailed by United States registered mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth at the end of this
Agreement, provided that all notices to the Company shall be directed to the
attention of the Board of Directors with a copy to the Secretary of the
Company, or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of
address shall be effective only upon receipt.

SECTION 4.4 - NO WAIVER.

No provision of this Agreement may be modified, waived or
discharged unless in writing and signed by the Executive and such officer of
the Company as may be specifically designated or authorized by the Board of
Directors or by a Committee of the Board of Directors. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.

8
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SECTION 4.5 - ENTIRE AGREEMENT.

No agreements or representation, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement and this Agreement
constitutes the entire agreement of the parties.

SECTION 4.6 - CONTROLLING LAW.

The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of California.

SECTION 4.7 - INVALID PROVISION.

The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

SECTION 4.8 - COUNTERPARTS.

This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original, and all such counterparts together
shall constitute but one and the same instrument.

SECTION 4.9 - THE EXECUTIVE'S RELATIONSHIP WITH THE COMPANY.

Nothing contained in this Agreement (i) obligates the Company or
any subsidiary of the Company to employ the Executive in any capacity
whatsoever, or (ii) prohibits or restricts the Company (or any such
subsidiary) from terminating the employment of the Executive at any time or
for any reason whatsoever, with or without cause.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first set forth above.

THE TITAN CORPORATION, a Delaware
corporation

By:_____________________________________
President

By:_____________________________________
Secretary

Address:

3033 Science Park Road
San Diego, California 92121

/s/ Ronald B. Gorda
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Address: