SUREBEAM CORP, S-1, 2000-08-14

SUREBEAM CORP
S-1, 2000-08-14

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2000
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

SUREBEAM CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 3556 33-0921003
(State or jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification Code Number)
</TABLE>

3033 SCIENCE PARK ROAD, SAN DIEGO, CALIFORNIA 92121-1199
(858) 552-9500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------

NICHOLAS J. COSTANZA, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL
3033 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121-1199
(858) 552-9500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------

COPIES TO:

<TABLE>
<S> <C>
M. WAINWRIGHT FISHBURN, JR., ESQ. MICHAEL L. FITZGERALD, ESQ.
BARBARA L. BORDEN, ESQ. Brown & Wood LLP
Cooley Godward LLP One World Trade Center
4365 Executive Drive, Suite 1100 New York, NY 10048-0057
San Diego, CA 92121 (212) 839-5300
(858) 550-6000
</TABLE>

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

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

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

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1) REGISTRATION FEE
<S> <C> <C>
Class A common stock, $.001 par value per share............. $127,132,500 $33,563
</TABLE>

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 14, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE CANNOT
SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
PROSPECTUS

6,700,000 SHARES
[LOGO]
CLASS A COMMON STOCK
------------

This is SureBeam Corporation's initial public offering. SureBeam Corporation
is selling all of the shares.

We have two classes of authorized common stock, Class A common stock and
Class B common stock. The rights of the holders of Class A common stock and
Class B common stock are identical, except with respect to voting and
conversion. Each share of Class A common stock is entitled to one vote per
share. Each share of Class B common stock is entitled to ten votes per share and
is convertible at the option of the holder at any time and upon the occurrence
of certain events into one share of Class A common stock.

We are a majority-owned subsidiary of The Titan Corporation. Upon completion
of this offering, Titan will own all of our Class B common stock, which will
represent approximately 84% of the number of shares of our outstanding common
stock and approximately 98% of our voting power, and will continue to control
us.

We expect the public offering price to be between $14.50 and $16.50 per
share. Currently, no public market exists for the shares. After pricing the
offering, we expect that the shares will be quoted on the Nasdaq National Market
under the symbol "SURE."

INVESTING IN THE CLASS A COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN
THE "RISK FACTORS" SECTION BEGINNING ON PAGE 7 OF THIS PROSPECTUS.

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Public offering price...................... $ $

Underwriting discount...................... $ $

Proceeds, before expenses, to SureBeam..... $ $
</TABLE>

The underwriters also may purchase up to an additional 1,005,000 shares at
the public offering price, less the underwriting discount, within 30 days from
the date of this prospectus to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The shares will be ready for delivery on or about , 2000.

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

MERRILL LYNCH & CO. CREDIT SUISSE FIRST BOSTON

FIRST UNION SECURITIES, INC.

A. G. EDWARDS & SONS, INC.
------------

The date of this prospectus is , 2000.
<PAGE>
[First Panel: Graphics depicting two children eating food with the caption
"Would you let your children drink unpasteurized milk?
Then why serve them unpasteurized food!"
The SureBeam logo is also depicted.]

[Second Panel: Graphics depicting hamburger with newspaper clippings describing
recent recalls.]

[Third Panel: Centered text stating, "SureBeam Electronic Pasteurization...
the extra measure of safety that helps eliminate the threat of harmful
food-borne bacteria."]
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Prospectus Summary.......................................... 1
Risk Factors................................................ 7
Special Note Regarding Forward-Looking Statements........... 18
Use of Proceeds............................................. 19
Dividend Policy............................................. 19
Capitalization.............................................. 20
Dilution.................................................... 21
Selected Historical and Pro Forma Financial Information..... 23
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 25
Business.................................................... 32
Management.................................................. 44
Certain Relationships and Related Party Transactions........ 55
Principal Stockholders...................................... 58
Description of Capital Stock................................ 59
Shares Eligible for Future Sale............................. 62
Underwriting................................................ 64
Legal Matters............................................... 67
Experts..................................................... 67
Where You Can Find More Information......................... 67
Index to Financial Statements............................... F-1
</TABLE>

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

You should rely only on the information contained in this prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone provides you with different
information, you should not rely on it. We are not, and the underwriters are
not, making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing
in this prospectus is accurate only as of the date on the front cover of this
prospectus. Our business, financial condition, results of operations and
prospects may have changed since that date.

SureBeam-Registered Trademark- is a registered trademark of SureBeam
Corporation.

i
<PAGE>
PROSPECTUS SUMMARY

This summary highlights information that we present more fully in the rest
of this prospectus. This summary does not contain all the information you should
consider before buying shares in this offering. You should read the entire
prospectus carefully, including the "Risk Factors" section and the financial
statements and the notes to those statements.

OVERVIEW

We are the leading provider of patented and proprietary electronic
pasteurization systems and services for the food industry. Our SureBeam
electronic food pasteurization process significantly improves food safety,
prolongs shelf life and provides disinfestation, without compromising food
quality. Our SureBeam process is based on proven electron beam technology that
destroys harmful food-borne bacteria such as E-coli, salmonella and listeria and
eliminates or renders harmless fruit flies and other pests. The SureBeam system
uses ordinary electricity and operates in an efficient and environmentally
responsible manner. Heightened awareness of food safety issues has prompted food
growers, packers, processors and retailers to find new, safe and efficient ways
to eliminate bacteria and insects from their products and to reduce food
spoilage. As a result, we believe we have a unique opportunity to establish
electronic pasteurization as a new food industry standard and SureBeam as the
leading brand for food safety solutions.

We can install our electronic pasteurization systems as part of a customer's
production line or process food received from a variety of food processing
customers at our service centers. We built and now operate the first commercial
electronic food pasteurization service center in the United States, located in
Sioux City, Iowa. Pursuant to a strategic alliance with Hawaii Pride LLC, we
also operate a service center in Hilo, Hawaii to disinfest produce.
Additionally, we have entered into strategic alliances to open electronic
pasteurization facilities with Tech Ion Industrial Brasil S.A. in Brazil,
Mitsubishi Corp. in Japan and Zero Mountain Cold Storage in Arkansas.

We have executed agreements with many of the major meat and poultry
providers and processors in the United States, including Cargill, Emmpak,
Huisken Meats, IBP and Tyson Foods. These companies produced approximately 75%
of the 26.5 billion pounds of beef and approximately 43% of the 75.4 billion
pounds of all meat, including beef, pork and poultry, produced in the United
States in 1999. In addition, we have signed agreements with Anchor Foods, Del
Monte and Kraft for applying the SureBeam technology to processed foods. Our
customer agreements generally provide that we will be the exclusive provider of
food pasteurization services. We are currently electronically pasteurizing
ground beef for commercial sale by Huisken. Our other customers are currently
testing products processed by the SureBeam system.

We have identified several global markets for our SureBeam process, which
include over 19 billion pounds of ground beef and over one trillion pounds of
fruits and vegetables. We also plan to target the pork, cut beef, egg and
processed food markets. Each of these markets is substantial and represents a
significant opportunity since we intend to derive the majority of our revenue by
charging a per pound fee for food processed with our electronic pasteurization
systems.

THE BENEFITS OF THE SUREBEAM SYSTEM

We believe our SureBeam system uniquely addresses food safety,
disinfestation and spoilage concerns and provides many benefits including:

1
<PAGE>
- KILLING FRUIT FLIES AND OTHER PESTS. The SureBeam system can kill fruit
flies and other pests or prevent them from reproducing, thereby rendering
them harmless.

- MAINTAINING FOOD TASTE, TEXTURE AND NUTRITIONAL VALUE. Because the
SureBeam process is fast and causes only a small change in food product
temperature during processing, oxidation effects on food products are
minimized.

- INTEGRATING EASILY INTO PRODUCTION LINES. The SureBeam system's relatively
small footprint and quick set-up time for different products make it easy
to integrate into an existing production line.

OUR STRATEGY

Our strategy is to be the premier global provider of electronic
pasteurization systems and services to the food industry. The key elements of
our strategy are to:

- Continue to expand strategic relationships with leading food processors
and other strategic partners in the United States and abroad.

- Install and operate in-line turnkey electronic pasteurization systems that
are directly integrated into customer production lines. Customers pay a
per pound processing fee to establish recurring revenue sources.

- Build, own and operate additional electronic food pasteurization service
centers in strategic locations near major processors of meat, poultry,
fruits and vegetables.

- Build the SureBeam brand as the leading electronic pasteurization brand
with both food processors and consumers in the retail and foodservice
markets.

- Establish a new industry standard for food safety and quality by promoting
the widespread use of electronic pasteurization by food processors.

- Promote consumer awareness of electron beam technology by utilizing a
variety of media to educate consumers on the SureBeam system's ability to
increase food safety and produce other benefits and to highlight major
endorsements by health and industry officials.

- Pursue global opportunities through strategic alliances with local
partners in certain international markets, signing exclusive agreements
when possible.

- Protect our SureBeam technology by aggressively enforcing our current
patents and filing additional patent applications in the United States and
other countries.

- Develop new opportunities for SureBeam by continuing to develop new
applications of our technology, including the pasteurization and
disinfestation of additional products such as flowers, grains, spices,
coffee beans and pet food.

Our principal executive offices are located at 3033 Science Park Road, San
Diego, California 92121-1199 and our telephone number at that address is
(858) 552-9480. Our Internet site address is WWW.SUREBEAMSAFE.COM. Any
information that is included on or linked to our Internet site is not a part of
this prospectus.

2
<PAGE>
RELATIONSHIP WITH TITAN

Upon completion of this offering, The Titan Corporation will own all of our
Class B common stock, which will represent approximately 84% of the number of
shares of our outstanding common stock and approximately 98% of our voting
power, and will be able to control the election of our directors and all other
matters requiring stockholder approval. Titan is a publicly traded company, and
its filings with the Securities and Exchange Commission, or SEC, are available
to the public over the Internet at the SEC's web site at HTTP://WWW.SEC.GOV, at
the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the regional offices of the SEC located at 7 World Trade Center,
Suite 1300, New York, New York 10048 and at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Titan's SEC recording number is 1-6035. Our
relationship with Titan is described more fully in the "Certain Relationships
and Related Party Transactions" section of this prospectus.

OUR HISTORY

We were formed in August 2000. At that time, Titan contributed to us the
assets, liabilities and operations related to its electronic food pasteurization
business. We in turn contributed those assets to SB Operating Co. (previously
named SureBeam Corporation) in exchange for all of the common stock of SB
Operating Co. Concurrently, we substituted the outstanding options and assumed
the outstanding warrants to acquire common stock of SB Operating Co. that had
been granted by SB Operating Co. Titan's electronic food pasteurization business
had been operated as part of a division of Titan, together with Titan's medical
equipment sterilization business and its linear electron beam accelerator
business. In addition, we assumed Titan's investment in all of SureBeam's
operations as evidenced by the subordinated promissory note payable to Titan.
Also at the time of the contribution, we licensed to Titan the patent rights for
the SureBeam technology to be used solely for its medical equipment
sterilization business. We and SB Operating Co. had limited assets prior to the
contribution. References to "SureBeam," "SureBeam Corporation," "we," "us," or
"our" refer to SureBeam Corporation and, as the context requires, refer to this
division of Titan prior to the date of the contribution of the electronic food
pasteurization business.

3
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Class A common stock offered by SureBeam................ 6,700,000 shares

Common stock to be outstanding after the offering:
Class A common stock.................................. 9,168,942 shares
Class B common stock.................................. 46,583,850 shares
Total............................................... 55,752,792 shares

Use of proceeds......................................... We estimate that our net proceeds from the
offering, assuming no exercise of the
underwriters' over-allotment option, will be
approximately $95 million. We intend to use
the net proceeds to:

- build new SureBeam systems and service
centers;

- expand our manufacturing capacity;

- increase our marketing activities;

- pursue strategic alliances;

- pursue acquisitions of complementary
businesses and technology;

- fund working capital; and

- fund general corporate purposes.

Risk factors............................................ See "Risk Factors" and other information
included in this prospectus for a discussion
of factors you should carefully consider
before deciding to invest in shares of the
Class A common stock.

Proposed Nasdaq National Market symbol.................. SURE
</TABLE>

The number of shares of common stock outstanding after the offering is based
upon the number of shares of Class A common stock and Class B common stock
outstanding as of August 10, 2000 and:

- includes 2,236,023 shares of Class A common stock issuable upon the
exercise of currently outstanding warrants that expire upon the closing of
this offering;

- excludes 2,170,800 shares of Class A common stock reserved for issuance
under our 2000 Equity Incentive Plan, of which options to purchase 349,374
shares at an exercise price of $0.1438 have been granted and are
outstanding as of August 10, 2000;

- excludes 7,760,852 shares of Class A common stock reserved for issuance
under our 2000 Nonstatutory Stock Option Plan, of which options to
purchase 7,760,852 shares at an exercise price of $0.1438 have been
granted and are outstanding as of August 10, 2000; and

- excludes 250,000 shares of Class A common stock reserved for issuance
under our 2000 Employee Stock Purchase Plan.

In addition, except as otherwise noted, all information in this prospectus
assumes no exercise of the underwriters' over-allotment option.

4
<PAGE>
SUMMARY FINANCIAL INFORMATION

The following summary financial information should be read in conjunction
with the SureBeam financial statements and the related notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this prospectus. The pro forma balance sheet
information as of June 30, 2000 and the pro forma statement of operations
information for the year ended December 31, 1999 and for the six months ended
June 30, 2000 should be read in conjunction with the unaudited pro forma
financial statements included elsewhere in this prospectus. The historical
financial information is based on the historical operating results of SureBeam's
predecessor business, which was operated principally as a division of Titan and
which included a medical equipment sterilization and electronic food
pasteurization business, as well as a linear accelerator business. The
historical results of operations and financial condition of these businesses are
presented as a combination of entities under common control in a manner similar
to a pooling of interests for all periods presented. The pro forma financial
information gives effect to the elimination of the operations related to the
medical equipment sterilization and linear accelerator businesses in order to
create SureBeam, the electronic food pasteurization business. The pro forma as
adjusted financial information also gives effect to the issuance of 2,236,023
shares of Class A common stock issuable upon the exercise of currently
outstanding warrants that expire upon the closing of this offering, and gives
effect to the sale of shares of Class A common stock in this offering, at an
assumed initial public offering price of $15.50 per share (the midpoint of the
expected price range) and after deducting the underwriting discount and
commissions and estimated offering expenses,

Prior to the commencement of our food pasteurization business in
January 1999, we derived substantially all of our revenues from selling medical
equipment sterilization systems and from providing medical equipment
sterilization services and, to a lesser extent, from selling electronic beam
accelerator systems to various governmental agencies.

5
<PAGE>
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------------
PRO FORMA
1995 1996 1997 1998 1999 1999(1)
----------- ----------- -------- -------- -------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF
OPERATIONS
INFORMATION:
Revenues............. $ 7,635 $ 7,930 $ 8,255 $11,184 $14,339 $ 3,791
Cost of revenues..... 7,492 7,522 8,010 8,909 8,576 2,618
------- ------- ------- ------- ------- -------
Gross profit....... 143 408 245 2,275 5,763 1,173

Operating expenses:
Selling, general
and
administrative... 1,930 1,211 1,591 2,067 4,138 1,133
------- ------- ------- ------- ------- -------
Income (loss) from
operations......... (1,787) (803) (1,346) 208 1,625 40
Interest expense,
net................ 924 1,169 1,302 1,154 1,299 1,299
------- ------- ------- ------- ------- -------
Income (loss) before
tax................ (2,711) (1,972) (2,648) (946) 326 (1,259)
Income tax provision
(benefit).......... (813) (592) (794) (284) 121 (378)
------- ------- ------- ------- ------- -------
Net income (loss).... $(1,898) $(1,380) $(1,854) $ (662) $ 205 $ (881)
======= ======= ======= ======= ======= =======
Basic earnings (loss)
per share:
Net income
(loss)........... $ (0.04) $ (0.03) $ (0.04) $ (0.01) $ 0.00 $ (0.02)
======= ======= ======= ======= ======= =======
Diluted earnings
(loss) per share:
Net income
(loss)........... $ (0.04) $ (0.03) $ (0.04) $ (0.01) $ 0.00 $ (0.02)
======= ======= ======= ======= ======= =======
Weighted average
common shares used
in computing basic
earnings (loss) per
share(2)........... 46,584 46,584 46,584 46,584 46,630 46,630
======= ======= ======= ======= ======= =======
Weighted average
common shares and
common share
equivalents used in
computing diluted
earnings (loss) per
share (2).......... 46,584 46,584 46,584 46,584 53,082 46,630
======= ======= ======= ======= ======= =======

<CAPTION>
SIX MONTHS ENDED JUNE 30,
---------------------------------------
PRO FORMA
1999 2000 2000(1)
----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
STATEMENT OF
OPERATIONS
INFORMATION:
Revenues............. $ 6,710 $13,091 $ 9,261
Cost of revenues..... 4,188 7,973 4,984
------- ------- -------
Gross profit....... 2,522 5,118 4,277
Operating expenses:
Selling, general
and
administrative... 2,106 4,349 3,140
------- ------- -------
Income (loss) from
operations......... 416 769 1,137
Interest expense,
net................ 699 1,379 1,609
------- ------- -------
Income (loss) before
tax................ (283) (610) (472)
Income tax provision
(benefit).......... (85) (183) (142)
------- ------- -------
Net income (loss).... $ (198) $ (427) $ (330)
======= ======= =======
Basic earnings (loss)
per share:
Net income
(loss)........... $ (0.00) $ (0.01) $ (0.01)
======= ======= =======
Diluted earnings
(loss) per share:
Net income
(loss)........... $ (0.00) $ (0.01) $ (0.01)
======= ======= =======
Weighted average
common shares used
in computing basic
earnings (loss) per
share(2)........... 46,584 46,817 46,817
======= ======= =======
Weighted average
common shares and
common share
equivalents used in
computing diluted
earnings (loss) per
share (2).......... 46,584 46,817 46,817
======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
PRO FORMA
PRO FORMA JUNE 30,
JUNE 30, JUNE 30, 2000
2000 2000(1) AS ADJUSTED
----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
BALANCE SHEET INFORMATION:
Cash........................................................ $ -- $ -- $ 95,981
Working capital............................................. 6,362 4,615 100,596
Total assets................................................ 42,053 27,929 123,910
Subordinated promissory note................................ -- 38,604 38,604
Parent company investment................................... 38,604 -- --
Total stockholders' equity (deficit)........................ 34,799 (16,172) 79,809
</TABLE>

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

(1) The pro forma statement of operations information gives effect to the
contribution by Titan to SureBeam of Titan's electronic food pasteurization
business as if such contribution had occurred as of January 1, 1999. The pro
forma balance sheet information gives effect to the contribution by Titan to
SureBeam of Titan's electronic food pasteurization business as if such
contribution had occurred as of June 30, 2000.

(2) For the number of shares used in the per share calculations, see the pro
forma SureBeam financial statements and Note 2 to the historical SureBeam
financial statements.

6
<PAGE>
RISK FACTORS

ANY INVESTMENT IN SHARES OF OUR CLASS A COMMON STOCK INVOLVES A HIGH DEGREE
OF RISK. YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING INFORMATION ABOUT THESE
RISKS, TOGETHER WITH ALL OF THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS
BEFORE YOU DECIDE TO BUY OUR CLASS A COMMON STOCK. IF ANY OF THE FOLLOWING RISKS
ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND
FUTURE GROWTH PROSPECTS COULD BE MATERIALLY ADVERSELY AFFECTED. THE RISKS AND
UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS
AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY BELIEVE TO BE
IMMATERIAL ALSO MAY IMPAIR OUR BUSINESS. ANY ADVERSE EFFECT ON OUR BUSINESS,
FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD RESULT IN A DECLINE IN THE
TRADING PRICE OF OUR CLASS A COMMON STOCK AND THE LOSS OF ALL OR PART OF YOUR
INVESTMENT.

RISKS RELATED TO OUR BUSINESS

OUR BUSINESS IS AT AN EARLY STAGE OF DEVELOPMENT. WE ARE SUBJECT TO THE RISKS OF
NEW ENTERPRISES AND THE COMMERCIALIZATION OF A TECHNOLOGY THAT REQUIRES CONSUMER
ACCEPTANCE.

Our early stage of development makes it difficult to assess our prospects or
predict our future operating results. We are subject to risks and uncertainties
frequently encountered by early stage companies that involve the new application
of an existing technology. These risks include our inability to:

- build consumer confidence in the benefits of food irradiation and
establish the acceptance of our SureBeam electronic pasteurization
technology;

- establish and maintain a sufficient number of food industry customers and
strategic partners;

- obtain substantial capital to support the further development of our
technology and the commercialization of our systems and services;

- obtain additional domestic and foreign regulatory approvals for food
irradiation, including irradiation of processed foods;

- build a sufficient number of food pasteurization service centers to
demonstrate the effectiveness of our technology and to irradiate
commercial quantities of food;

- build and install a sufficient number of SureBeam systems to meet the
anticipated demand for electronically pasteurized food;

- establish and maintain a pricing strategy for the sale of our systems and
services in a new market;

- effectively manage the expansion of our operations, including our
capabilities in the areas of regulatory affairs, marketing, sales,
manufacturing and quality control and assurance;

- progress in our research and development programs to continue to enhance
our technology; and

- identify, attract, train and retain qualified management, sales,
manufacturing and scientific personnel.

If we do not successfully address these risks, our business and financial
performance will likely be materially adversely affected.

WE HAVE A HISTORY OF LOSSES AND WE MAY NOT ACHIEVE OR SUSTAIN PROFITABILITY.

We have incurred operating losses in each quarter since we commenced
operations. As of June 30, 2000, we had an accumulated deficit of approximately
$17.1 million on a pro forma basis. In addition, at the time of this offering
and assuming an initial public offering price of $15.50 per share, we expect to
record a deferred compensation expense of approximately $119 million, which will
be recognized

7
<PAGE>
over the four year vesting period of the related options. This charge is
recorded in accordance with the vesting provisions of the related options
through 2004. Since a significant portion of the options will have vested at the
time of the closing of this offering, approximately $47.8 million of this charge
will be recognized at the time of the closing of this offering. This charge will
have a significant adverse impact on our earnings from 2000 to 2004 and it may
cause our stock price to decline after this offering. We expect to derive our
future revenues from sales of our SureBeam systems and related food processing
services. However, these revenues are highly uncertain. We expect to continue to
devote substantial resources to expand our sales and marketing activities,
including our consumer branding efforts, further increase manufacturing
capacity, build new SureBeam service centers and expand our research and
development activities. As a result, we expect that our operating losses will
increase and that we will incur operating losses for the foreseeable future.

WE CURRENTLY DEPEND ON THE SUREBEAM SYSTEM AND OUR COMMERCIALIZATION OF THAT
SYSTEM MAY NOT BE SUCCESSFUL.

We will be dependent on the successful commercialization of our SureBeam
system. The market for electronically pasteurized food is at an early stage of
development. Only one meat processor is currently selling commercial production
levels of ground beef electronically pasteurized by us. Other food processors
are testing our technology and it is uncertain whether or when they will choose
to begin commercial production. We also do not know whether or when any fast
food or other national chain restaurants will decide to offer irradiated meat
and create demand for our electronic pasteurization systems. We expect that some
food processors will not irradiate any food unless industry leaders first commit
to distribute irradiated food.

The markets for our SureBeam system, and other food pasteurization products
we may develop, are unproven. The SureBeam technology may not gain adequate
commercial acceptance or success. If we are unable to successfully achieve broad
market acceptance of food irradiation and the SureBeam system, we may not be
able to generate enough revenues in the future to achieve or sustain
profitability. A variety of factors will determine the success of our market
development and commercialization efforts and the rate and extent of market
acceptance of the SureBeam system, including:

- our ability to differentiate the SureBeam system from other food
irradiation methods, principally nuclear irradiation;

- the rate and extent that food processors, regulatory authorities and the
public accept food irradiation processes;

- our ability to establish and maintain relationships with food processors,
distributors, retailers and foodservice operators;

- our ability to expand or build new electronic pasteurization service
centers in a timely and cost-effective manner;

- our ability to increase and enhance our sales and marketing activities in
a timely and cost-effective manner; and

- the timing of domestic and foreign regulatory approvals for the
irradiation of additional food products.

PUBLIC CONCERNS OVER THE IRRADIATION OF FOOD COULD NEGATIVELY IMPACT MARKET
ACCEPTANCE OF THE SUREBEAM PROCESS AND SUREBEAM BRANDED FOOD PRODUCTS.

Irradiation of food by any technology, whether using an electron beam or
nuclear radioactive materials, is opposed by several organized and vocal
consumer groups who claim that irradiated food products are unsafe for
consumption or pose a danger to the environment. These groups attempt to

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influence public policy and promote consumer opposition to irradiated food
through activities such as picketing stores that offer irradiated food and
lobbying politicians. Because irradiation of foods by electron beam technology
is a new process, consumers need to be informed about the benefits and safety of
food irradiation. Regulatory labeling requirements add to this challenge, since
irradiation of food by any method, whether using electron beam or nuclear
radioactive materials, must be disclosed under the same label. Consumers may
fear that irradiation makes food unsafe for consumption, has unknown future
health effects or poses a danger to the environment. We risk not being able to
overcome these fears through our educational efforts. If the public or our
potential customers perceive our systems and services as unsafe or undesirable,
our systems and services may not gain market acceptance, which would severely
limit our ability to market and sell our products. In addition, negative public
attitudes may prompt state legislatures to prohibit the sale of irradiated food.
New York, New Jersey and Maine have all in the past prohibited the sale of
irradiated food and New Jersey currently is considering the adoption of a
moritorium on the sale or distribution of irradiated food. The adoption of such
legislation in a number of states could have a material adverse effect on our
business.

OUR CUSTOMER CONTRACTS CAN BE CANCELLED ON SHORT NOTICE WITH LITTLE PENALTY AND
THESE CONTRACTS ALLOW THE CUSTOMERS TO USE OTHER ELECTRONIC PASTEURIZATION
PROVIDERS IN CERTAIN CIRCUMSTANCES.

While our customer contracts generally provide for a term of more than one
year, the customers may terminate such contracts with a nominal termination fee
and upon short notice, typically one month. If one or more customers that are
processing a significant volume of products decide to terminate their contracts,
our results of operations would be adversely affected. While a termination of a
contract by a customer would not generally release a customer from the exclusive
provider arrangement in the customer's contract, we generally must release a
customer from the exclusive provider arrangement if they can find an alternative
food pasteurization source that can provide a superior service or a comparable
service at a lower price, or if we cannot fully meet the customer's demand.

WE MAY BE UNABLE TO DEVELOP AND MAINTAIN POSITIVE SUREBEAM BRAND AWARENESS.

To promote awareness of our brand, we intend to continue to spend
significant amounts of capital, including some portion of the net proceeds of
this offering, on an aggressive brand-enhancement campaign. Our efforts to
develop and maintain positive SureBeam brand awareness with consumers and our
customers may be unsuccessful. As a result, SureBeam systems may not gain market
acceptance causing our business and results of operations to be materially
adversely affected.

WE MAY BE UNABLE TO ASSEMBLE A LARGE NUMBER OF SUREBEAM SYSTEMS TO MEET
ANTICIPATED MARKET DEMAND.

To be successful, we will have to assemble our SureBeam systems in large
quantities at acceptable costs while also preserving high product quality,
safety and reliability. If we cannot maintain high product quality on a large
scale, our business will be adversely affected. We intend to apply a portion of
the net proceeds of this offering to significantly expand our production of
SureBeam systems. We cannot assure you that we will be successful in expanding
our assembly activities. We may encounter difficulties in scaling up production
of our systems, including problems with the supply of key components. Even if we
are successful in developing our assembly capability, we do not know whether we
will do so in time to meet our product commercialization schedule or to satisfy
the requirements of our customers.

OUR DEPENDENCE ON COMPONENT SUPPLIERS COULD RESULT IN QUALITY CONTROL PROBLEMS
OR SUPPLY SHORTAGES.

Our dependence on third-party suppliers for components of our systems
involves several risks, including limited control over pricing, availability of
materials, quality and delivery schedules. These components include the
microwave cavities of our linear accelerators which we currently obtain from a
single source. We may experience quality control problems or supply shortages
with respect to these

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components in the future. Any quality control problems or interruptions in
supply with respect to one or more components or increases in component costs
could materially adversely affect our business and financial performance.

THE USE OF OUR SYSTEMS TO IRRADIATE FOOD IS SUBJECT TO SIGNIFICANT GOVERNMENT
REGULATION THAT COULD INCREASE THE COST OF USING OUR PRODUCTS AND DELAY OR
PREVENT THE USE OF OUR SYSTEMS AND SERVICES BY OUR CUSTOMERS.

Food irradiation is subject to significant regulation as a food additive by
the U.S. Food and Drug Administration and the U.S. Department of Agriculture.
Use of our SureBeam system, including product labeling, is also subject to
regulation by the U.S. Food Safety and Inspection Service and the Animal Plant
Health Inspection Service and by health and environmental safety departments
within various states. The FDA has approved the use of irradiation for beef,
poultry, pork, fruits and vegetables. The FDA has not yet approved the use of
irradiation for certain foods, including processed foods and seafood. The
failure of the FDA to approve irradiation of processed foods and seafood would
prevent us from generating revenues from the application of our technology in
these significant markets. Furthermore, the FDA could remove or restrict its
approval of the use of irradiation for currently approved food products, which
would severely limit our ability to provide services and systems. Such action
could have a material adverse effect on our business and financial performance.

Several state legislatures have in the past prohibited the sale or
distribution of any irradiated food. A bill to impose a five-year moratorium on
the sale or distribution of irradiated foods, regardless of whether the
irradiation was applied by electricity or nuclear radiation, is currently
pending in the New Jersey state legislature. No assurance can be given that this
bill will not be enacted into law or that similar bills in other states might
not be adopted.

In addition, FDA regulations require that all food that has been irradiated
must carry the Radura symbol, an international symbol for irradiation, and state
that the product has been "Treated by Irradiation" or "Treated with Radiation"
on the label. Certain states have similar labeling requirements. These labeling
regulations may increase the risk that consumers will not purchase goods that
have been treated by our products or services, which could negatively impact our
business and operating results.

FDA regulations also require approval for specific packaging materials used
by our customers. While the FDA has approved certain packaging materials, many
other materials commonly used for packaging food have not been approved. Failure
or delay in receiving such approvals could have a material adverse effect on our
business and financial performance.

We also are required to obtain regulatory approval from certain foreign
regulatory authorities before we can offer our systems and services in those
jurisdictions. Certain of these jurisdictions may apply different criteria than
the U.S. regulatory agencies in connection with their approval processes.
Regulatory approvals in foreign countries that regulate irradiation are subject
to similar risks and uncertainties as regulatory approvals in the United States.
If we are unable to obtain approval to sell our products and services in these
markets, our business prospects could be adversely affected.

Our processing facilities also are subject to various other federal, state
and municipal regulations regarding health, safety and environmental issues. Our
facilities are subject to continuous supervision, in the case of the USDA, or
periodic inspection by other regulators.

INTERNATIONAL EXPANSION WILL SUBJECT US TO RISKS ASSOCIATED WITH INTERNATIONAL
OPERATIONS, WHICH COULD ADVERSELY AFFECT OUR BUSINESS.

Our success will depend in part on our ability to expand internationally as
we obtain regulatory approvals to market and sell our SureBeam systems in other
countries. We have entered into agreements to establish operations in both Japan
and Brazil. Expansion of our international operations could impose substantial
burdens on our resources, divert management's attention from domestic

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operations and otherwise adversely affect our business. Furthermore,
international operations are subject to several inherent risks that could
materially adversely affect our business and financial performance including:

- diverse foreign regulatory requirements;

- reduced protection of intellectual property rights;

- changes in foreign currency exchange rates;

- changes in a specific country's or region's political or economic
conditions;

- trade protective measures and import or export licensing requirements or
other restrictive actions by foreign governments; and

- changes in tax laws.

WE MAY NOT BE ABLE TO EFFECTIVELY MANAGE OUR INTERNAL GROWTH.

If we fail to effectively manage our internal growth in a manner that
minimizes strains on our resources, we could experience disruptions in our
operations and ultimately be unable to generate the revenues and profits we
expect. We expect that we will need to significantly expand our operations to
successfully implement our business strategy. As we add manufacturing,
marketing, sales, and other personnel, both domestically and internationally,
and expand our manufacturing, irradiation processing and research and
development capabilities, we expect that our operating expenses and capital
requirements will increase. To effectively manage our growth, we must continue
to expend funds to improve our operational, financial and management controls,
and our reporting systems and procedures. In addition, we must effectively
expand, train and manage our employee base. If we fail in our efforts to manage
our internal growth, our business and financial performance may suffer.

WE INTEND TO PURSUE STRATEGIC TRANSACTIONS, WHICH COULD DISRUPT OUR BUSINESS AND
HARM OUR FINANCIAL RESULTS.

We intend to pursue strategic transactions that provide access to new
technologies, products or markets. These transactions could include
acquisitions, partnerships, joint ventures, business combinations and
investments. Any transaction may require us to incur non-recurring or on-going
charges and may pose significant integration challenges and/or management and
business disruptions, any of which could harm our business and financial
results. In addition, we may not succeed in retaining key employees of any
business that we acquire. We may not consummate these transactions on favorable
terms or obtain the benefits we anticipate from a transaction. Accordingly, any
of these transactions may materially and adversely affect our business and
financial performance.

OUR TECHNOLOGY COMPETES AGAINST OTHER FOOD IRRADIATION TECHNOLOGIES. COMPETITION
IN OUR MARKET MAY RESULT IN PRICING PRESSURES, REDUCED MARGINS OR THE INABILITY
OF OUR PRODUCTS TO ACHIEVE MARKET ACCEPTANCE.

We compete against several companies seeking to address the food safety
market. Our electronic food pasteurization technology competes against gamma ray
technology and alternatives to irradiation, such as thermal sterilization,
fumigation and chemical washes. We may be unable to compete successfully against
our current and potential competitors, which may result in price reductions,
reduced margins and the inability to achieve market acceptance for our products.

The current level of market penetration for food irradiation products is
relatively low. As food irradiation gains consumer acceptance and the market
increases, we expect competition to grow significantly. Our competitors include
Flow International Corporation, Food Technologies Corporation, Ion Beam
Applications Incorporated and Steris Corporation. These organizations may have
significantly more capital, research and development, regulatory, manufacturing,
marketing, human and other resources than we do. As a result, they may be able
to devote greater resources to the manufacture,

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promotion and sale of their products, initiate or withstand substantial price
competition, or take advantage of acquisition or other opportunities more
readily.

OUR HISTORICAL FINANCIAL INFORMATION IS NOT REPRESENTATIVE OF OUR RESULTS AS A
SEPARATE COMPANY.

The historical financial information contained in this prospectus does not
reflect the results of operations and financial condition of the electronic food
pasteurization business on a stand-alone basis. The pro forma results of
operations for 1999 and the six months ended June 30, 2000 give effect to the
contribution by Titan to SureBeam of the electronic food pasteurization business
as if such contribution occurred on January 1, 1999. The pro forma balance sheet
information as of June 30, 2000 gives effect to the contribution by Titan to
SureBeam of the electronic food pasteurization business as if such contribution
had occurred on June 30, 2000. The pro forma financial information contained in
this prospectus is the only financial information that addresses the electronic
food pasteurization business on a stand-alone basis. The "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section is based upon the historical results of operations of Titan's entire
electron beam business, including the medical equipment sterilization business
and the linear electron beam accelerator business for government use, and thus
it is not comparable with the pro forma financial information. Accordingly, you
should not rely on the discussion in the "Management's Discussion and Analysis
of Financial Condition and Results of Operations" section or upon the historical
financial information contained in this prospectus as being indicative of our
historical or future results of operations or financial condition.

OUR INABILITY TO PROTECT OUR PATENTS AND PROPRIETARY RIGHTS IN THE UNITED STATES
AND FOREIGN COUNTRIES COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS AND
FINANCIAL PERFORMANCE.

Our success depends on our ability to obtain and maintain patent and other
proprietary-right protection for our technology and systems and services in the
United States and other countries. The laws of some foreign countries do not
protect proprietary rights to the same extent as the laws of the United States,
and many companies have encountered significant problems and costs in protecting
their proprietary rights in these foreign countries. If we are unable to obtain
or maintain these protections, we may not be able to prevent third parties from
using our proprietary rights. In addition, we may incur significant expense in
protecting our intellectual property and defending or assessing claims with
respect to intellectual property owned by others.

Our patents may be challenged, narrowed, invalidated or circumvented. In
addition, our issued patents may not contain claims sufficiently broad to
protect us against third parties with similar technologies or products, or
provide us with any competitive advantage. We are not certain that our pending
patent applications will be issued. Moreover, our competitors could challenge or
circumvent our patents or pending patent applications.

On January 6, 2000, Ion Beam Applications s.a., a Belgian corporation, and
certain of its U.S. subsidiaries filed an action for declaratory judgment
against Titan in a federal court in Virginia relating to our patents for our
SureBeam systems. The action challenges the validity of our core Irradiation
System Utilizing Conveyor Transported Article Carriers patent, seeks a
declaration that Ion Beam Applications and its customers have not infringed any
of the claims in our patent, and alleges that we have engaged in unfair
competition and that our conduct constitutes patent misuse. We have sought to
have the case moved to the federal court in San Diego and intend to vigorously
defend our patent position. However, a finding in favor of Ion Beam Applications
in this action could materially adversely affect our competitive position and
our business and financial performance.

We also rely on trade secrets, proprietary know-how and continuing
technological innovation to remain competitive. We have taken measures to
protect our trade secrets and know-how, including the use of confidentiality
agreements with our employees, consultants and advisors. It is possible that
these agreements may be breached and that any remedies for a breach will not be
sufficient to compensate us for damages incurred. We generally control and limit
access to, and the distribution of, our product documentation and other
proprietary information. Despite our efforts to protect these proprietary

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rights, unauthorized parties may copy aspects of our products and obtain and use
information that we regard as proprietary. We also cannot guarantee that other
parties will not independently develop our know-how or otherwise obtain access
to our technology.

OTHER COMPANIES MAY CLAIM THAT WE INFRINGE THEIR INTELLECTUAL PROPERTY OR
PROPRIETARY RIGHTS, WHICH COULD CAUSE US TO INCUR SIGNIFICANT EXPENSES OR BE
PREVENTED FROM SELLING OUR PRODUCTS.

Our success depends on our ability to operate without infringing the patents
and proprietary rights of third parties. Product development is inherently
uncertain in a rapidly evolving technological environment in which there may be
numerous patent applications pending, many of which are confidential when filed,
with regard to similar technologies. Future patents issued to third parties may
contain claims that conflict with our patents. Although we believe that our
current product does not infringe the proprietary rights of any third parties,
third parties could assert infringement claims against us in the future. Any
litigation or interference proceedings, regardless of their outcome, would
probably be costly and require significant time and attention of our key
management and technical personnel. Litigation or interference proceedings could
also force us to:

- stop or delay selling, manufacturing or using products that incorporate
the challenged intellectual property;

- pay damages; or

- enter into licensing or royalty agreements that may be unavailable on
acceptable terms.

PRODUCT LIABILITY CLAIMS COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS AND
FINANCIAL PERFORMANCE.

Our involvement in the processing of food results in a significant risk that
we will be subject to product liability claims resulting from the consumption of
contaminated food. We may be held liable or incur costs to settle or defend
liability claims if any of our systems cause, or are claimed to cause, injury or
are found unsuitable during product testing, manufacturing, marketing, sale or
use. These risks exist even with respect to products that have received, or may
in the future receive, regulatory approval, registration or clearance for
commercial use. Also, we may be liable to our customers for the costs they incur
from product recalls. We cannot guarantee that we will be able to avoid product
liability exposure.

While we currently maintain product liability insurance at levels that we
believe are sufficient and consistent with industry standards for companies at
our stage of development, we cannot guarantee that our product liability
insurance is adequate. It is also possible that at any time our insurance
coverage may become unavailable on commercially reasonable terms or at all. A
product liability claim or product recall could result in liability to us
greater than our assets and/or insurance coverage. Moreover, product liability
claims, recalls and expenses associated with defending against claims or recalls
could have an adverse impact on us even if we have adequate insurance coverage.

WE MAY BE UNABLE TO RETAIN KEY PERSONNEL OR ATTRACT QUALIFIED PERSONNEL.

Our success depends to a significant extent upon the efforts of our key
management, sales and marketing, technical support and research and development
personnel, none of whom have entered into agreements not to compete with us. The
loss of key personnel could adversely affect us. We believe that our future
success will depend in large part upon our continuing ability to attract and
retain highly skilled managerial, sales and marketing, technical support and
research and development personnel. Like other emerging growth companies, we
face intense competition for our personnel needs, and we have at times
experienced and continue to experience difficulty in recruiting qualified
personnel. We cannot assure you that we will be successful in attracting,
assimilating and retaining additional qualified personnel in the future. If we
were to lose the services of one or more of our key personnel, or if we failed
to attract and retain additional qualified personnel, it could materially and
adversely affect our business and financial performance.

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<PAGE>
WE WILL REQUIRE SIGNIFICANT ADDITIONAL CAPITAL TO FUND OUR FUTURE OPERATIONS,
WHICH MAY NOT BE AVAILABLE ON ACCEPTABLE TERMS OR AT ALL.

We believe that our existing capital resources combined with the net
proceeds from this offering will be sufficient to support our operations for at
least the next 12 months. However, our future capital requirements will depend
on many factors, including:

- the rate and extent of market acceptance of our current and future
products and services;

- the costs of components for our systems, and the production cost of
assembling our systems;

- the adequacy of our manufacturing and other facilities to meet demand for
our products and services;

- the growth of our sales and marketing capabilities;

- the time and costs involved in obtaining regulatory approvals;

- the size and complexity of, and the progress in, our research and
development programs;

- the costs of filing and prosecuting patent applications, and maintaining,
defending and enforcing our patents;

- the timing, scope and results of market testing by food processors; and

- the costs of recruiting and retaining key personnel.

We currently can have a maximum of $75.0 million of indebtedness outstanding
under a subordinated, unsecured promissory note from us to Titan. As of
August 10, 2000, we had approximately $39 million outstanding under this note.
In the past, Titan financed all of our working capital and other capital
requirements. However, we will not be able to rely on Titan for future funding
in addition to amounts under the note. If our capital requirements vary from our
current plans, we may require additional financing sooner than we anticipate. In
addition, in the future we will need to obtain additional debt or equity
financing in order to finance our operations and capital expenditures. Future
equity financings would be dilutive to the existing holders of our common stock.
Future debt financings could involve restrictive covenants. We will likely not
be able to obtain financing with interest rates or other terms as favorable as
those that we have obtained from Titan and financing from Titan or from third
parties may be unavailable to us when needed. In the event we are unable to
generate sufficient cash flow and obtain necessary financing, we may have to
delay, curtail or eliminate some or all of our operations or capital
expenditures.

RISKS RELATED TO OUR RELATIONSHIP WITH TITAN

FOLLOWING THIS OFFERING, STOCKHOLDERS OTHER THAN TITAN WILL BE UNABLE TO AFFECT
STOCKHOLDER VOTING AND TITAN'S CONTROL OF OUR COMPANY COULD MAKE IT DIFFICULT
FOR ANOTHER COMPANY TO ACQUIRE US, WHICH COULD DEPRESS OUR STOCK PRICE.

Following this offering, Titan will own all of our outstanding shares of
Class B common stock, which has ten votes per share, representing approximately
98% of our voting power. As a result, Titan will have the ability to control the
outcome of all matters requiring stockholder approval, including the election
and removal of our board of directors, approval of any merger, consolidation or
sale of all or substantially all of our assets. Titan also will have the ability
to control our management and affairs. This control could discourage others from
initiating any potential merger, takeover or other change of control transaction
that may otherwise be beneficial to our business or our stockholders. As a
result, this control could reduce the price that investors are willing to pay in
the future for shares of our Class A common stock.

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OUR BUSINESS MAY BE MATERIALLY ADVERSELY AFFECTED IF TITAN'S INTERESTS RECEIVE
PRIORITY OVER OUR INTERESTS.

Conflicts of interest have arisen and may in the future arise between Titan
and us in a number of areas relating to our past and ongoing relationships.
Titan is a diversified technology company whose offerings include information
technology products and services that it markets to defense, intelligence and
other government agencies. Potential factors that may create a conflict of
interest between Titan and us include the following:

- the terms of the intercompany agreements that we have entered into with
Titan in connection with this offering, which include a corporate services
agreement, a tax allocation agreement, a contribution agreement and a
credit facility;

- sales or distributions by Titan of all or any portion of its ownership
interest in us;

- Titan's ability to control our management and affairs; and

- several of our directors and executive officers also are directors or
executive officers of Titan.

Titan is under no obligation to resolve any conflicts that might develop
between it and us in a manner that is favorable to us and we cannot guarantee
that such conflicts will not result in harmful consequences to our business or
prospects.

SOME OF OUR DIRECTORS AND EXECUTIVE OFFICERS ALSO ARE DIRECTORS OR EXECUTIVE
OFFICERS OF TITAN, WHICH COULD CAUSE TITAN'S INTERESTS TO RECEIVE PRIORITY OVER
OUR INTERESTS.

One of our directors, Gene W. Ray, and our executive officers, Larry A.
Oberkfell, Eric M. DeMarco and Nicholas J. Costanza, also are directors or
executive officers of Titan. Because our financial results will be included in
Titan's consolidated financial statements and our financial results are
consolidated with Titan's in computing Titan's compliance with its financial
covenants under its senior credit facility, these directors and executive
officers may consider not only the short-term and long-term impact of financial
and operating decisions on us, but also the impact of these decisions on Titan's
consolidated financial results and its stockholders. In some instances, the
impact of these decisions could be disadvantageous to us while advantageous to
Titan. We cannot guarantee that all conflicts will be resolved in a manner that
is favorable to us or that such conflicts will not result in harmful
consequences to our business or prospects. In addition, certain members of our
board of directors currently have and may have in the future an equity interest
in Titan that represents a significant portion of their personal financial
portfolio. This equity interest could affect their decisions in resolving
conflicts between us and Titan.

WE MAY BE UNABLE TO RAISE EQUITY CAPITAL OR ISSUE COMMON STOCK IN CONNECTION
WITH ACQUISITIONS IN THE FUTURE BECAUSE OF OUR RELATIONSHIP WITH TITAN.

We may be constrained in our ability to raise equity capital in the future
or to issue Class A common stock or other equity securities in connection with
future acquisitions because of Titan's desire to maintain at least an 80%
ownership interest in us in order to consolidate our financial results in its
tax returns.

OUR BUSINESS MAY SUFFER BECAUSE WE HAVE ENTERED INTO AFFILIATE AGREEMENTS WITH
TITAN THAT ARE NOT BASED ON ARM'S LENGTH NEGOTIATIONS.

We have entered into various intercompany agreements with Titan including a
corporate services agreement, tax allocation agreement, contribution agreement
and credit facility. Because we are currently a majority-owned subsidiary of
Titan, none of these agreements resulted from arm's length negotiations. These
agreements may include terms and conditions that are less favorable to us than
we could have obtained from independent third parties. Substantially all of our
assets and liabilities were contributed to us by Titan on August 4, 2000. This
contribution was not made on arm's length terms

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and recourse to Titan is limited since representations regarding title to
transferred assets and related matters are not contained in the contribution
agreement. In connection with such contributions we licensed our patents and
technology to another subsidiary of Titan to be used solely for medical product
sterilization. This license is royalty free to Titan. In addition, we were
allocated approximately $39 million of indebtedness by Titan at the time of the
contribution. This indebtedness is in an amount equal to the net cash flow
required by Titan to develop its electron beam business since inception,
including its medical equipment sterilization business and its electron beam
business for governmental use. In addition, because we file a consolidated tax
return with Titan, we would be obligated to pay taxes for the entire group of
Titan companies if those companies defaulted in the payment of their taxes.

WE WILL BE RESTRICTED BY COVENANTS CONTAINED IN TITAN'S CREDIT FACILITY, AND
SINCE TITAN WILL PLEDGE ITS EQUITY INTEREST IN US AS COLLATERAL FOR ITS CREDIT
FACILITY, A DEFAULT BY TITAN COULD RESULT IN AN INADVERTENT CHANGE IN CONTROL.

Titan's credit facility contains covenants that restrict its ability to take
certain corporate actions and require a certain level of financial performance.
Since we are a majority-owned subsidiary of Titan, we also may be similarly
restricted by the covenants contained in Titan's credit facility. For instance,
under Titan's credit facility it is required to cause us not to pledge any
assets without providing for an equal pledge to secure Titan's creditors. In
addition, we are a guarantor of Titan's obligations under the credit facility
and we would be liable for any amounts not repaid by Titan. As collateral for
the credit facility, Titan has pledged its equity interest in us. Therefore, if
Titan defaults on its credit facility, Titan's creditors could obtain ownership
of Titan's equity interest in us, which would effectuate a change in our
control. Also, the credit facility restricts us from consummating this offering.
Therefore, we must obtain the consent of the lenders under the credit facility
to be able to consummate this offering. We believe that we will be able to
obtain such consent.

RISKS RELATED TO THIS OFFERING

OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE AND COULD FALL BELOW EXPECTATIONS
OF SECURITIES ANALYSTS AND INVESTORS, RESULTING IN A DECREASE IN OUR STOCK
PRICE.

Our operating results for a particular quarter or year may fall below the
expectations of securities analysts and investors, which could result in a
decrease in our stock price. We believe that period-to-period comparisons of our
operating results are generally not meaningful and are not a good indication of
our future performance. Numerous factors will contribute to the unpredictability
of our operating results, including:

- the length of our sales cycle;

- the size of individual customer orders;

- the delay or deferral of customer implementations;

- the fiscal or quarterly budget cycles of our customers;

- the high level of our fixed costs such as research and development and
general and administrative expenses; and

- general or industry-specific economic conditions.

OUR STOCK PRICE MAY BE VOLATILE, AND YOU MAY NOT BE ABLE TO RESELL YOUR SHARES
AT OR ABOVE THE INITIAL PUBLIC OFFERING PRICE.

Prior to this offering, there has been no public market for our Class A
common stock. The initial public offering price of our Class A common stock,
which will be determined through negotiations between the representatives of the
underwriters, and us, may not be indicative of future market prices.

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An active trading market in our Class A common stock may not develop or be
sustained following this offering. As a result, if you decide to purchase our
shares, you may not be able to resell your shares at or above the initial public
offering price. Stock markets may experience significant price and volume
fluctuations that are unrelated to the operating performance of particular
companies. The stock prices of emerging growth companies and early-stage
companies in particular have experienced extreme price fluctuations, often
unrelated to the operating performance of these companies.

The market price of our Class A common stock is likely to be very volatile
due to a number of factors, including:

- the degree to which we successfully implement our business strategy and
commercialize our SureBeam system;

- actual or anticipated variations in quarterly or annual operating and
financial results;

- changes in securities analysts' earnings projections or securities
analysts' recommendations;

- governmental regulatory initiatives;

- patent or proprietary rights developments;

- announcements of technological innovations or new products by us or our
competitors; and

- changes in business conditions affecting our competitors and us.

In addition, the stock market recently has experienced significant
volatility that often has been unrelated or disproportionate to the operating
performance of particular companies, such as ours. These broad market and
industry fluctuations also may adversely affect the market price of our Class A
common stock, regardless of our actual operating performance. Furthermore, our
stock price may fluctuate based on developments concerning proprietary rights or
those of our competitors.

We intend to file an application to list our Class A common stock for
trading on the Nasdaq National Market System. We do not know the extent to which
investor interest in our company will lead to the development of a trading
market for our Class A common stock or how our Class A common stock will trade
in the future.

OUR MANAGEMENT HAS BROAD DISCRETION AS TO THE USE OF THE NET PROCEEDS FROM THIS
OFFERING.

Our management has broad discretion as to the use of the net proceeds that
we will receive from this offering. We cannot assure you that our management
will apply these funds effectively, nor can we assure you that the net proceeds
from this offering will be invested to yield a favorable return.

ANTITAKEOVER PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS AND
PROVISIONS OF DELAWARE LAW COULD DELAY OR PREVENT A CHANGE OF CONTROL THAT YOU
MAY FAVOR.

In addition to Titan's ability to control the outcome of our stockholder
meetings and actions, our certificate of incorporation, our bylaws and Delaware
law could make it more difficult for a third party to acquire us, even if doing
so would be beneficial to you. These provisions could discourage potential
takeover attempts and could adversely affect the market price of our Class A
common stock. Because of these provisions, you might not be able to receive a
premium on your investment. These provisions:

- authorize our board of directors, without stockholder approval, to issue
up to 5,000,000 shares of "blank check" preferred stock that could be
issued by our board of directors to increase the number of outstanding
shares and prevent a takeover attempt;

- limit who has the authority to call a special meeting of our stockholders;

- prohibit stockholder action by written consent, requiring stockholder
actions to be taken at stockholder meetings;

17
<PAGE>
- establish advance notice requirements for nominations for election to the
board of directors and for proposals to be acted upon at stockholder
meetings; and

- establish staggered terms of office for the members of our board of
directors.

Any of the provisions described above could delay or make more difficult
transactions involving a change in control of us or our management.

YOU WILL SUFFER IMMEDIATE AND SUBSTANTIAL DILUTION AS A RESULT OF THIS OFFERING.

The initial public offering price is substantially higher than the book
value per share of our outstanding Class A common stock. As a result, investors
purchasing Class A common stock in this offering will incur immediate and
substantial dilution in net tangible book value per share of the common stock
from the initial public offering price in the amount of $14.16 per share, based
on the assumed initial public offering price of $15.50 per share. In addition,
we have issued options and warrants to purchase Class A common stock at prices
significantly below the assumed initial public offering price. To the extent
these outstanding options and warrants are ultimately exercised, there will be
further dilution to investors in this offering.

FUTURE SALES OF OUR COMMON STOCK OR THE AVAILABILITY OF SUCH STOCK FOR SALE MAY
DEPRESS OUR STOCK PRICE.

Sales of a large number of shares of our common stock, or the availability
of a large number of shares for sale, could adversely affect the market price of
our common stock and could impair our ability to raise funds in additional stock
offerings. Based on shares outstanding as of August 10, 2000, upon completion of
this offering we will have outstanding 55,752,792 shares of common stock,
assuming no exercise of options or warrants after August 10, 2000, and the
conversion of all shares of outstanding preferred stock into common stock.
Holders of 49,052,792 shares are subject to agreements with the underwriters
that restrict their ability to transfer their stock for 180 days after the date
of this prospectus. Merrill Lynch, on behalf of the underwriters, may in its
sole discretion and at any time waive the restrictions on transfer in these
agreements during this period. After these agreements expire, approximately
6,932,919 shares will be eligible for sale in the public market assuming no
exercise of stock options or warrants after August 10, 2000.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and
uncertainties. These include statements about our expectations, plans,
objectives, assumptions or future events. In some cases, you can identify
forward-looking statements by terminology such as "anticipate," "estimate,"
"plans," "projects," "continuing," "ongoing," "expects," "management believes,"
"we believe," "we intend" and similar expressions. These statements involve
estimates, assumptions and uncertainties that could cause actual results to
differ materially from those expressed for the reasons described in this
prospectus. You should not place undue reliance on these forward-looking
statements.

The forward-looking statements speak only as of the date on which they are
made, and we undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which the statement is made or
to reflect the occurrence of unanticipated events. In addition, we cannot assess
the impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.

18
<PAGE>
USE OF PROCEEDS

We expect to receive approximately $95 million in net proceeds from the sale
by us of the shares of Class A common stock in this offering (approximately $109
million if the underwriters' over-allotment option is exercised in full), based
on an assumed initial public offering price of $15.50 per share (the midpoint of
the expected price range), and after deducting the underwriting discount and
commissions and the estimated offering expenses. We currently intend to use up
to approximately $50 million of the net proceeds of this offering to build new
SureBeam systems and service centers, $10 million to expand and enhance our
manufacturing and research and development facilities and $10 million to expand
our sales and marketing activities. We also may use a portion of the net
proceeds to pursue strategic alliances, acquire businesses or technologies and
make strategic investments that we believe will complement our business.
However, we have no present understandings, commitments or agreements to enter
into any potential acquisitions or make any investments. We intend to use the
remaining portion of the net proceeds for working capital and general corporate
purposes. Pending the uses described above, we will invest the net proceeds in
short-term, interest-bearing, investment-grade securities.

DIVIDEND POLICY

We have never paid cash dividends on our common stock. We currently intend
to retain any future earnings to fund the development and growth of our
business. Therefore, we do not currently anticipate paying any cash dividends in
the foreseeable future.

19
<PAGE>
CAPITALIZATION

The following table sets forth our actual capitalization as of June 30,
2000:

- on an actual basis;

- on a pro forma basis to give effect to the contribution by Titan to us of
the electronic food pasteurization business;

- on the same pro forma basis, as adjusted to give effect to:

- the sale of 6.7 million shares of Class A common stock in this
offering, at an assumed initial public offering price of $15.50 per
share (the midpoint of the expected price range) and after deducting
the underwriting discount and commissions and estimated offering
expenses; and

- the issuance of 2,236,023 shares of our Class A common stock upon the
exercise of outstanding warrants that expire upon the closing of this
offering.

<TABLE>
<CAPTION>
JUNE 30, 2000
(UNAUDITED)
-----------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
-------- ---------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash........................................................ $ -- $ -- $ 95,981
Long-term obligations, less current portion................. 2,613 40,091 40,091
Stockholders' equity:
Preferred stock, $.001 par value, authorized 5,000,000
shares, none issued..................................... -- -- --
Class A common stock, $.001 par value; 100,000,000 shares
authorized and 232,919 shares issued and outstanding,
actual; 100,000,000 shares authorized and 2,468,942
shares issued and outstanding, pro forma; 100,000,000
shares authorized and 9,168,942 shares issued and
outstanding, pro forma as adjusted...................... -- -- 9
Class B common stock, $.001 par value; 50,000,000 shares
authorized and 46,583,850 shares issued and outstanding,
actual; 50,000,000 shares authorized and 46,583,850
shares issued and outstanding, pro forma; 50,000,000
shares authorized and 46,583,850 shares issued and
outstanding, pro forma as adjusted...................... 47 47 47
Additional paid-in capital................................ 1,083 1,083 97,055
Deferred compensation..................................... (186) (186) (186)
Parent company investment................................. 38,604 -- --
Accumulated deficit....................................... (4,749) (17,116) (17,116)
------- -------- --------
Total stockholders' equity (deficit).................... 34,799 (16,172) 79,809
------- -------- --------
Total capitalization.................................. $37,412 $(23,919) $119,900
======= ======== ========
</TABLE>

The number of shares of common stock outstanding after the offering is based
upon the number of shares of Class A common stock and Class B common stock
outstanding as of August 10, 2000 and:

- includes 2,236,023 shares of common stock issued upon the exercise of
warrants concurrently with the closing of this offering;

- excludes 2,170,800 shares of Class A common stock reserved for issuance
under our 2000 Equity Incentive Plan, of which options to purchase 349,374
shares at an average exercise price of $0.1438 have been granted and are
outstanding as of August 10, 2000;

- excludes 7,760,852 shares of Class A common stock reserved for issuance
under our 2000 Nonstatutory Stock Option Plan, of which options to
purchase 7,760,852 shares at an average exercise price of $0.1438 have
been granted and are outstanding as of August 10, 2000; and

- excludes 250,000 shares of Class A common stock reserved for issuance
under our 2000 Employee Stock Purchase Plan.

The number of shares of common stock outstanding after the offering on a
fully diluted basis giving effect to the exercise of all outstanding stock
options will be 63,863,018.

Please read the above information in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our financial statements and related notes beginning on page F-1 of this
prospectus.

20
<PAGE>
DILUTION

If you invest in our Class A common stock, your interest will be diluted to
the extent of the difference between the public offering price per share and the
adjusted pro forma net tangible book value per share after this offering. Our
pro forma net tangible book value (deficit) as of June 30, 2000 was
approximately ($21.0) million, or ($0.45) per share, based on the number of
common shares outstanding as of June 30, 2000. Pro forma net tangible book value
(deficit) per share is equal to the amount of our total tangible assets less
total liabilities, divided by the number of shares of common stock outstanding
as of June 30, 2000.

After giving effect to the issuance of 2,236,023 shares of Class A common
stock issuable upon the exercise of currently outstanding warrants that expire
upon closing of this offering, and giving effect to the sale of 6.7 million
shares of common stock in this offering at an assumed initial public offering
price of $15.50 per share (less the estimated underwriting discount and
commissions and estimated expenses we expect to pay in connection with this
offering), our pro forma as adjusted net tangible book value at June 30, 2000
would have been $75.0 million, or $1.34 per share. This represents an immediate
increase in the adjusted pro forma net tangible book value of $1.79 per share to
existing stockholders and an immediate and substantial dilution of $14.16 per
share to new investors. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $15.50
Pro forma net tangible book value (deficit) per share as
of June 30, 2000........................................ $(0.45)
Increase per share attributable to new investors.......... 1.79
------
Pro forma as adjusted net tangible book value per share
after this offering....................................... 1.34
Dilution per share to new investors....................... $14.16
======
</TABLE>

If the underwriters' over-allotment option is exercised in full, the pro
forma net tangible book value per share after this offering would be $1.58 per
share, the increase in net tangible book value per share to existing
stockholders would be $2.03 per share and the dilution in net tangible book
value to new investors would be $13.92 per share.

The following table shows as of June 30, 2000, on the pro forma basis
described above, the differences between existing shareholders and the new
investors with respect to the number of shares of common stock purchased from
us, the total consideration paid and the average price per share paid before
deducting the underwriting discount and commissions and our estimated offering
expenses.

<TABLE>
<CAPTION>
SHARES TOTAL CONSIDERATION
--------------------- ----------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- -------- ------------ -------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders................... 49,052,792 88.0% $ 1,141,000 1.1% $0.023
New investors........................... 6,700,000 12.0 103,850,000 98.9 $15.50
---------- ----- ------------ -----
Total............................... 55,752,792 100.0% $104,991,000 100.0%
========== ===== ============ =====
</TABLE>

These tables assume the exercise of warrants to purchase 2,236,023 shares of
Class A common stock, no exercise of stock options outstanding at June 30, 2000
and include 232,919 shares subject to repurchase by us under certain
circumstances at an exercise price of $0.1438.

At June 30, 2000, there were 349,374 shares of Class A common stock issuable
upon exercise of outstanding stock options under our 2000 Equity Incentive Plan
at an exercise price of $0.1438 per share, 7,760,852 shares of Class A common
stock issuable upon exercise of outstanding stock options under our 2000
Nonstatutory Stock Option Plan at a weighted average exercise price of $0.1438
per share and 2,236,023 shares of common stock issuable upon exercise of
outstanding warrants at a weighted-average exercise price of $0.471 per share.
In addition to the shares reserved for issuance

21
<PAGE>
under outstanding options, we have reserved an aggregate of 2,170,800 shares of
common stock for issuance under our 2000 Equity Incentive Plan and our 2000
Employee Stock Purchase Plan. To the extent these options and warrants are
exercised, and to the extent we issue new options and warrants or other rights
under our stock plans or issue additional shares of common stock in the future,
new investors will experience further dilution. The shares reserved under and
issuable upon exercise of outstanding options under our 2000 Equity Incentive
Plan and our 2000 Nonstatutory Stock Option Plan are stated as if such
outstanding options and reserves were existing as of June 30, 2000.

22
<PAGE>
SELECTED HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following selected financial information should be read in conjunction
with the SureBeam financial statements and the related notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this prospectus. The pro forma balance sheet
information as of June 30, 2000 and the pro forma statement of operations
information for the year ended December 31, 1999 and for the six months ended
June 30, 2000 should be read in conjunction with the unaudited pro forma
financial statements included elsewhere in this prospectus. The historical
financial information is based on the historical operating results of SureBeam's
predecessor business, which was operated principally as a division of Titan and
which included a medical equipment sterilization and electronic food
pasteurization business, as well as a linear accelerator business. The
historical results of operations and financial condition of these businesses are
presented as a combination of entities under common control in a manner similar
to a pooling of interests for all periods presented. Our historical statement of
operations information for the years ended December 31, 1997, 1998 and 1999 and
our balance sheet information as of December 31, 1998 and 1999 are derived from
our audited financial statements, which are included elsewhere in this
prospectus. Our historical statement of operations information for the six
months ended June 30, 1999 and 2000 and the balance sheet information as of
June 30, 2000 are derived from our unaudited financial statements included
elsewhere in this prospectus. Our historical statement of operations information
for the years ended December 31, 1995 and 1996 and the balance sheet information
as of December 31, 1995, 1996 and 1997 are derived from our unaudited financial
statements. The unaudited financial statements have been prepared on
substantially the same basis as the audited financial statements and include all
adjustments, consisting only of normal recurring adjustments, that we consider
necessary for a fair presentation of the financial position and results of
operations for the periods presented. The pro forma financial information gives
effect to the elimination of the operations related to the medical equipment
sterilization and linear accelerator businesses in order to create SureBeam, the
electronic food pasteurization business. The pro forma as adjusted financial
information also gives effect to the issuance of 2,236,023 shares of Class A
common stock issuable upon the exercise of currently outstanding warrants that
expire upon the closing of this offering, and gives effect to the sale of shares
of Class A common stock in this offering, at an assumed initial public offering
price of $15.50 per share (the midpoint of the expected price range) and after
deducting the underwriting discount and commissions and estimated offering
expenses.

Prior to the commencement of our electronic food pasteurization business in
January 1999, we derived substantially all of our revenues from selling medical
equipment sterilization systems and from providing medical equipment
sterilization services and, to a lesser extent, from selling electronic beam
accelerator systems to various governmental agencies.

23
<PAGE>
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------------
PRO FORMA
1995 1996 1997 1998 1999 1999(1)
----------- ----------- -------- -------- -------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF
OPERATIONS
INFORMATION:
Revenues............. $ 7,635 $ 7,930 $ 8,255 $11,184 $14,339 $ 3,791
Cost of revenues..... 7,492 7,522 8,010 8,909 8,576 2,618
------- ------- ------- ------- ------- -------
Gross profit....... 143 408 245 2,275 5,763 1,173

<CAPTION>
SIX MONTHS ENDED JUNE 30,
---------------------------------------
PRO FORMA
1999 2000 2000(1)
----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
STATEMENT OF
OPERATIONS
INFORMATION:
Revenues............. $ 6,710 $13,091 $ 9,261
Cost of revenues..... 4,188 7,973 4,984
------- ------- -------
Gross profit....... 2,522 5,118 4,277
Operating expenses:
Selling, general
and
administrative... 2,106 4,349 3,140
------- ------- -------
Income (loss) from
operations......... 416 769 1,137
Interest expense,
net................ 699 1,379 1,609
------- ------- -------
Income (loss) before
tax................ (283) (610) (472)
Income tax provision
(benefit).......... (85) (183) (142)
------- ------- -------
Net income (loss).... $ (198) $ (427) $ (330)
======= ======= =======
Basic earnings (loss)
per share:
Net income
(loss)........... $ 0.00 $ (0.01) $ (0.01)
======= ======= =======
Diluted earnings
(loss) per share:
Net income
(loss)........... $ 0.00 $ (0.01) $ (0.01)
======= ======= =======
Weighted average
common shares used
in computing basic
earnings (loss) per
share(2)........... 46,584 46,817 46,817
======= ======= =======
Weighted average
common shares and
common share
equivalents used in
computing diluted
earnings (loss) per
share (2).......... 46,584 46,817 46,817
======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
PRO PRO FORMA
DECEMBER 31, FORMA(1) JUNE 30,
------------------------------------------------------------- JUNE 30, JUNE 30, 2000
1995 1996 1997 1998 1999 2000 2000 AS ADJUSTED
----------- ----------- ----------- -------- -------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET
INFORMATION:
Cash................. $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 95,981
Working capital...... 2,710 3,317 4,114 3,739 6,566 6,362 4,615 100,596
Total assets......... 13,984 14,851 15,115 14,192 23,724 42,053 27,929 123,910
Subordinated
promissory note.... -- -- -- -- -- -- 38,604 38,604
Parent company
investment......... 12,933 15,518 16,505 16,272 22,326 38,604 -- --
Total stockholders'
equity (deficit)... 13,984 14,851 15,115 11,792 18,087 34,799 (16,172) 79,809
</TABLE>

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

(2) For the number of shares used in the per share calculations, see the pro
forma SureBeam financial statements and Note 2 to the historical SureBeam
financial statements.

24
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

WHEN YOU READ THIS SECTION OF THIS PROSPECTUS, IT IS IMPORTANT THAT YOU ALSO
READ THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS
PROSPECTUS. THIS SECTION OF THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS
THAT INVOLVE RISKS AND UNCERTAINTIES, SUCH AS STATEMENTS OF OUR PLANS,
OBJECTIVES, EXPECTATIONS AND INTENTIONS. WE USE WORDS SUCH AS "MAY," "WILL,"
"SHOULD," "EXPECT," "PLAN," "INTEND," "ANTICIPATE," "BELIEVE," "ESTIMATE,"
"PREDICT," "POTENTIAL," OR "CONTINUE," THE NEGATIVE OF SUCH TERMS OR OTHER
TERMINOLOGY TO IDENTIFY FORWARD-LOOKING STATEMENTS. OUR ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS FOR
MANY REASONS, INCLUDING THE FACTORS DESCRIBED BELOW AND IN "RISK FACTORS."

INTRODUCTION

SureBeam Corporation was formed in August 2000 in connection with the
contribution by Titan of the assets, liabilities and operations related to its
electronic food pasteurization business. Titan's electronic food pasteurization
business had previously been operated as part of a division of Titan, together
with Titan's medical equipment sterilization business and its linear electron
beam accelerator business. The historical financial information included in this
prospectus relates to the three businesses of Titan that comprised this division
and not just the electronic food pasteurization business. References to
SureBeam, the Company or us in this discussion and analysis section and in the
historical financial statements refer to this division of Titan prior to the
date of the contribution of the electronic food pasteurization business to us by
Titan.

Titan developed its proprietary electron beam process from technology
developed under contracts with the federal government during the 1980s. Titan
has accounted for its electron beam technology business as a separate business
segment since 1993. Prior to 1999, substantially all of the revenues of this
segment were derived from selling medical equipment sterilization systems and
from providing medical equipment sterilization services and, to a lesser extent,
from selling linear electron beam accelerator systems for use by the federal
government.

The historical financial information contained herein does not reflect the
results of operations and financial condition of the electronic food
pasteurization business on a stand-alone basis. The pro forma results of
operations for 1999 and the six months ended June 30, 2000 give effect to the
contribution by Titan to SureBeam of the electronic food pasteurization business
as if such contribution had occurred on January 1, 1999. The pro forma balance
sheet information as of June 30, 2000 gives effect to the contribution by Titan
to SureBeam of the electronic food pasteurization business as if such
contribution had occurred on June 30, 2000. The pro forma financial information
contained herein is the only financial information that addresses the electronic
food pasteurization business on a stand-alone basis. This discussion and
analysis section is based upon the historical results of operations of Titan's
entire linear electron beam accelerator business, including the medical
equipment sterilization business and the linear electron beam accelerator
business for government use; thus it is not comparable with the pro forma
information. Accordingly, you should not rely on the following discussion or
upon the historical financial information contained herein as being indicative
of our historical or future results or financial condition. The historical
results of operations and financial condition of SureBeam are presented as a
combination of entities under common control on a historical cost basis in a
manner similar to a pooling of interests for all periods presented.

We have historically derived our revenues from the manufacturing of medical
equipment sterilization and electronic food pasteurization systems, providing
medical equipment sterilization services and the manufacturing of linear
electron beam accelerators for use by government agencies. Revenue derived from
medical equipment sterilization systems represented 42%, 56% and 15%, medical
equipment sterilization services represented 30%, 33% and 36%, and linear
electron beam

25
<PAGE>
accelerators represented 28%, 11% and 23% of total revenues in 1997, 1998, and
1999, respectively. For the year ended December 31, 1999, we had electronic food
pasteurization system sales of $3.8 million or 26% of total revenue. This
primarily resulted from a project for one customer. For the six-months ended
June 30, 2000, we had electronic food pasteurization system sales and food
processing revenue of $9.3 million or 71% of total revenue. Of the $9.3 million
in food-related revenue, 97% was derived from sales of systems and 3% from food
processing services. Food processing service revenue was primarily derived in
connection with our customer test marketing programs. We expect to derive a
larger amount of our revenues from providing electronic food pasteurization
services in future periods. Revenues derived from providing medical equipment
sterilization and electronic food pasteurization services are recorded at the
time services are performed. Revenues derived from sales of medical equipment
sterilization and electronic food pasteurization systems under fixed-price
contracts are accounted for using the percentage-of-completion method. These
systems currently take approximately six to nine months to construct. A limited
amount of other revenues, principally those arising from fixed price contracts
with the federal government in connection with our providing linear electron
beam accelerator systems have been recognized using the percentage-of-completion
or completed contract method based on the duration of the contract and the
nature of the products or services delivered.

Our cost of revenues consists primarily of material, labor and overhead
related to the production of medical equipment sterilization and electronic food
pasteurization systems and the manufacturing of linear electron beam
accelerators. Also included in cost of revenues are all direct and indirect
costs associated with providing medical equipment sterilization and electronic
food pasteurization services.

Our selling, general and administrative expenses consist primarily of
non-project personnel costs, occupancy costs, staff recruiting costs, travel
expenses, depreciation expenses, and sales, marketing and promotional costs.
Administrative expenses also include an expense allocation from Titan for its
performance on our behalf of routine corporate services, including financial,
insurance, accounting, employee benefits, payroll, tax and legal services. We
have entered into a corporate services agreement with Titan under which Titan
will provide these services until December 31, 2001, subject to annual renewal
at our option. For the six months ended June 30, 2000, we spent $4.3 million in
selling, general and administrative expenses primarily to expand our recruiting
and sales and marketing efforts, further develop our brand and build our
administrative infrastructure. On a pro forma basis for the six months ended
June 30, 2000, after giving effect to the elimination of the medical equipment
sterilization business and the linear accelerator business, our selling, general
and administrative expenses would have been $3.1 million.

Historically, our research and development expenses have been funded through
our contracts with the federal government. While we believe that significant
amounts have been expended in connection with the development of our electron
beam technology, no separate expense item has been established since the
development of this technology was accomplished largely in connection with our
performance under funded government contracts. We expect our research and
development expenses to increase as we further develop our electronic food
pasteurization business on an independent basis and not on a basis effectively
financed through government contracts.

The cumulative amount of cash flow deficit attributable to SureBeam's
operations and advanced by Titan is accounted for as an investment by Titan in
the historical financial statements of SureBeam. In connection with Titan's
contribution of the assets of the electronic food processing business to us, we
assumed the cumulative advances of approximately $39 million on a pro forma
basis as of June 30, 2000. These advances are now evidenced by a subordinated
promissory note payable to Titan. The promissory note matures in August 2005. We
will make quarterly interest payments at the greater of the rate of 10% per
annum or Titan's effective weighted average interest rate under its senior
credit facility, which amount can fluctuate daily based on a number of factors
inherent in the calculation. Titan's effective weighted average interest rate
under its senior credit facility as of June 30, 2000 was

26
<PAGE>
10.45%. Prior to the time of the contribution, we recognized an imputed interest
expense on the amount of the investment.

STRATEGIC ALLIANCES AND OTHER TRANSACTIONS

In 1999, we entered into an agreement with Cloverleaf Cold Storage in Sioux
City, Iowa whereby Cloverleaf would construct and lease to us an electron beam
food pasteurization service center in which we would install food pasteurization
systems and process food for our customers. In addition to the facility lease
with Cloverleaf, we issued a warrant to Cloverleaf to purchase 465,838 shares of
our Class A common stock for a nominal amount. We also granted an additional
warrant to Cloverleaf to purchase 1,397,515 shares of our common stock at an
exercise price of $0.7148 per share. Both warrants expire on the earliest of:
(a) May 23, 2003; (b) our initial public offering or (c) the date we are sold.

In November 1999, we entered into an agreement with Hawaii Pride LLC and
affiliated parties, whereby Hawaii Pride would acquire a SureBeam system and
construct a facility in Hilo, Hawaii for the purpose of disinfesting fruit and
other products. Prior to Hawaii Pride obtaining third party financing, we
advanced $3.4 million to Hawaii Pride, which is included in the accompanying
balance sheet as other long term assets. We can convert $1.0 million of the
amount advanced into 19.9% of the common stock of Hawaii Pride. If we convert
the remaining balance of the advance, we can increase our ownership of Hawaii
Pride to 51%. In June 2000, Hawaii Pride obtained a 15-year loan of
approximately $6.8 million from the USDA. If Hawaii Pride defaults on its loan
obligations, or fails to comply with USDA requirements, we have the right to
acquire 100% of the equity of Hawaii Pride for a nominal amount. Titan has
agreed that upon our acquisition of any equity interest in Hawaii Pride, it will
guarantee a percentage amount of the USDA loan equal to the percentage of our
equity interest in Hawaii Pride.

In December 1999, we entered into an agreement with Japan's Mitsubishi
Corporation to sell a SureBeam electronic food pasteurization system to an
entity to be formed by Mitsubishi. In connection with this agreement, we
received a warrant to acquire a 19.9% equity interest in such entity for $1.0
million.

In December 1999, we agreed to sell a SureBeam system to a new entity, Zero
Mountain SureBeam, to be formed by Zero Mountain Cold Storage and us which will
construct and operate an electronic food pasteurization service center in
Arkansas. Upon completion of the SureBeam system, we will acquire a 19.9% equity
interest in the new entity for $1.0 million.

In early 2000 we acquired from Electron Ventures Limited a linear
accelerator system and all ancillary equipment for $2.5 million. We also assumed
certain liabilities, including a long-term capital lease on the accelerator with
an aggregate value of $1.3 million as of the acquisition date.

In May 2000, we acquired certain intangible assets of Applied Power
Associates, Inc. for $5.0 million in cash and a warrant to acquire
372,670 shares of SureBeam common stock at a price per share of $0.1438. The
warrant expires on the earliest of: (a) May 1, 2003; (b) our initial public
offering or (c) the date we are sold. The purchase price of approximately
$5.2 million is being amortized on a straight line basis over two years.

In connection with our agreement with Texas A&M University and the Texas
Agricultural Experiment Station, which we collectively refer to as the
University System, we agreed to provide three electronic food pasteurization
systems pursuant to a no-cost 10-year lease with title passing to the University
System at the end of the 10-year term. Under the agreement, we may retain the
University System to conduct certain research and development activities. We
have accounted for this transaction in accordance with APB No. 29, "Accounting
For Nonmonetary Transactions." We are recording nonmonetary sales on a
percentage-of-completion basis at the fair market value of the electronic food

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<PAGE>
pasteurization systems. A long term asset has been recorded in a similar amount
and will be recognized as an expense over a term not to exceed the term of the
lease.

In May 2000, we received purchase orders from Tech Ion Industrial Brasil
S.A. for eleven electronic food processing systems. Also in May 2000, we,
through our wholly owned subsidiary, Titan SureBeam Brazil Ltd., and Tech Ion
jointly established SureBeam Brasil Ltda. SureBeam Brasil will provide, among
other things, food pasteurization services through multiple planned service
centers to various food companies in Brazil. We acquired a 19.9% equity interest
in SureBeam Brasil without charge at the time of our signing of the agreement to
establish SureBeam Brasil. We have the right, exercisable at any time within 20
years of the formation of the strategic alliance to acquire up to 50% of the
total equity interest in SureBeam Brasil for no charge. The agreement futher
provides that we or another Titan affiliate will provide a $5.0 million working
capital line of credit to Tech Ion, and advances will bear interest at 10% per
annum and are secured by the stock and assets of Tech Ion. At June 30, 2000
there was $200,000 outstanding under this line of credit.

HISTORICAL RESULTS OF OPERATIONS

Comparison of Years Ended December 31, 1997, 1998 and 1999 and the Six
Months Ended June 30, 1999 and 2000.

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
------------------------------------ ----------------------
1997 1998 1999 1999 2000
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Statements of Operations:
Revenues...................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues.............................. 97.0 79.7 59.8 62.4 60.9
----- ----- ----- ----- -----
Gross profit................................ 3.0 20.3 40.2 37.6 39.1
Selling, general and administrative
expenses.................................... 19.3 18.5 28.9 31.4 33.2
----- ----- ----- ----- -----
Income (loss) from operations................. (16.3) 1.9 11.3 6.2 5.9
Income (loss) before income taxes............. (32.1) (8.5) 2.3 (4.2) (4.7)
Provision (benefit) for income taxes.......... (9.6) (2.5) 0.8 (1.3) (1.4)
----- ----- ----- ----- -----
Net income (loss)............................. (22.5)% (5.9)% 1.4% (3.0)% (3.3)%
</TABLE>

Revenues increased from $8.3 million in 1997 to $11.2 million in 1998 and
from $11.2 million in 1998 to $14.3 million in 1999. The increase in 1999 is
primarily related to revenues recognized from sales of our electronic food
pasteurization systems, using the percentage-of-completion method of accounting,
principally attributable to the sale of an electronic food pasteurization system
with x-ray capabilities to Hawaii Pride, and to a lesser extent, due to the
completion of two medical equipment sterilization in-line systems. The revenue
increase in 1998 resulted from the work performed on two medical equipment
sterilization systems noted previously, which were ordered by customers in late
1997, and which were substantially completed during 1998. Increased processing
of medical products at our two medical equipment sterilization facilities also
contributed to this revenue growth in 1998. Revenues in 1997 were also favorably
impacted by increased processing of medical products as well as the sale of two
medical equipment sterilization systems. Revenues increased from $6.7 million
for the six months ended June 30, 1999 to $13.1 million for the six months ended
June 30, 2000. The increase is primarily related to revenues recognized from
sales of our electronic food pasteurization systems in 2000, using the
percentage-of-completion method.

Operating results improved from an operating loss of $1.3 million in 1997 to
operating income of $208,000 in 1998 and from $208,000 operating income in 1998
to $1.6 million in 1999. Included in the 1999 operating results is $800,000 of
reorganization costs consisting primarily of employee termination and relocation
costs. Excluding the impact of these costs, operating income increased from an
operating

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<PAGE>
loss of $1.3 million in 1997 to operating income of $208,000 in 1998 and to
operating income of $2.4 million in 1999. Increased operating profits in 1998
and 1999 were a result of the increased revenue volumes noted previously.
Management does not expect this trend to continue due to anticipated increased
marketing and other costs. Operating results for the six months ended June 30,
1999 and June 30, 2000 remained relatively unchanged as a percentage of revenue.

SELLING, GENERAL AND ADMINISTRATIVE

Our selling, general and administrative expenses were $1.6 million, $2.1
million, and $4.1 million in 1997, 1998 and 1999, respectively. Selling, general
and administrative expenses, as a percentage of revenues, were 19.3%, 18.5%,
and, 28.9% in 1997, 1998 and 1999. The increases from 1997 to 1998 primarily
relate to increased personnel and related costs associated with the hiring of
managerial personnel. The increase from 1998 to 1999 primarily represents
increased sales and marketing costs and increased personnel costs. Selling,
general and administrative expenses increased from $2.1 million for the six
months ended June 30, 1999 to $4.3 million for the six months ended June 30,
2000. The increase is primarily related to increased sales and marketing costs
and increased personnel costs.

STOCK-BASED COMPENSATION

During 1999, we granted 3,237,578 options to purchase shares of our Class A
common stock with a weighted average exercise price of $0.1438 per share. These
option grants resulted in deferred compensation to us calculated as the
difference between the fair market value of the shares of common stock
underlying the option at the date of grant and the option exercise price. The
deferred compensation is amortized over the vesting period of the underlying
options which is four years. Accordingly, we recorded deferred compensation of
approximately $17,000 which resulted in an insignificant non-cash compensation
amortization expense for the year ended December 31, 1999. There will be an
additional amount recorded as deferred compensation of approximately
$119 million at the time the initial public offering closes, assuming an initial
public offering price of $15.50 per share, which will be recognized as a
non-cash charge to earnings of approximately $47.8 million at the time of the
completion of this offering and the balance over the remaining four year vesting
period of the options.

INTEREST EXPENSE, NET

Our net imputed interest expense was $1.3 million, $1.2 million, and
$1.3 million in 1997, 1998 and 1999, respectively. Interest expense remained
fairly constant in each of these years, primarily as a direct result of Titan's
net investment in us. Also contributing to this steady interest expense is the
capitalization of interest expense associated with the construction of the Sioux
City, Iowa electronic food pasteurization facility. Interest expense increased
from $700,000 for the six months ended June 30, 1999 to $1.4 million for the six
months ended June 30, 2000 as a result of the increase of Titan's net investment
in us. This investment was primarily for the establishment of the electronic
food pasteurization business.

INCOME TAXES

Income taxes reflect effective rates of 37% in 1997, 1998, and 1999 and for
the six months ended June 30, 1999 and June 30, 2000. The difference between the
actual provision and the effective rate (based on the United States statutory
tax rate) was due primarily to the utilization of net operating losses for state
income tax purposes.

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<PAGE>
NET INCOME (LOSS)

Our reported net loss decreased from $1.9 million in 1997 to $700,000 in
1998 and from a net loss of $700,000 in 1998 to net income of $200,000 in 1999.
Our reported net loss increased from $200,000 for the six months ended June 30,
1999 to $400,000 for the six months ended June 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

We have used cash principally to construct facilities and systems and fund
working capital requirements. Our cash requirements have been met primarily
through investments in us by Titan and cash flows from operations. In connection
with the contribution by Titan to SureBeam in August 2000, we assumed the
cumulative advances of approximately $39 million, as evidenced by the
subordinated, unsecured promissory note payable to Titan. Under this note, Titan
has committed to lend us a maximum of $75.0 million. Amounts unborrowed under
the note cannot be canceled by Titan. The promissory note is due in August 2005
and bears interest, payable quarterly, at the greater of the rate of 10% per
annum or Titan's effective weighted average interest rate under its senior
credit facility. Titan's effective weighted average interest rate under its
senior credit facility as of June 30, 2000 was 10.45%. We may, with Titan's
approval, prepay amounts outstanding under the promissory note with the net
proceeds of any asset sales we make that are not in the ordinary course of
business or if we obtain a credit facility from a third party lender. We cannot
use any of the proceeds of this offering to pay amounts outstanding under the
promissory note or under any indebtedness we incur to refinance the promissory
note.

Our operating activities used cash of $2.0 million for the year ended
December 31, 1999, primarily due to an increase in our accounts receivable. Our
operating activities used cash of $5.3 million for the six months ended
June 30, 2000, primarily due to personnel costs and other expenditures
associated with the establishment of the electronic food pasteurization
business.

Our investing activities used cash of $4.1 million for the year ended
December 31, 1999, primarily to fund the construction of the Sioux City, Iowa
food pasteurization facility. Our investing activities used cash of
$11.0 million for the six months ended June 30, 2000, primarily due to the
capital expenditures related to the Sioux City facility, purchase of intangible
assets and payment for purchase of a linear accelerator for the medical
sterilization business.

Our financing activities provided cash of $6.1 million for the year ended
December 31, 1999 and $16.3 million for the six months ended June 30, 2000.
These amounts are comprised of amounts invested in us by Titan to fund our
operating and investing activities discussed above.

At June 30, 2000, we had working capital of $6.4 million and debt
outstanding of $38.6 million.

We currently anticipate capital expenditures will be approximately
$90 million for the next 12 months. We expect to spend $30 million on the
construction of three electronic food pasteurization service centers,
$10 million on an additional manufacturing facility and $50 million on the
construction of in-line electronic food pasteurization systems. We anticipate
using a portion of proceeds from this offering to pay these amounts.

We expect to experience significant growth in our operating expenses for the
foreseeable future. Accordingly, we currently anticipate that our operating
expenses, primarily selling, general and administrative expenditures will
constitute a greater portion of future cash resources. We currently expect our
sales and marketing expenditures for the next twelve months to be approximately
$9 million, a portion of which we expect to use for a brand and product
awareness campaign.

In periods after the next twelve months, we expect that we will continue to
evaluate our need for funds based on our assessment of access to public or
private capital markets and the timing of our need for funds. Other than any
cash flow from operations, we have not identified any specific sources

30
<PAGE>
of liquidity or capital resources that we will use during periods that are after
the next twelve months. We may seek to raise additional funds through private or
public debt or equity financings. Titan may be opposed to or prohibited from
permitting us to raise additional capital when we believe it is desired or
required. There is no guarantee that additional capital will be available or, if
available, may not be on terms favorable to us. Any future financing may be
dilutive in ownership, preferences, rights or privileges to our stockholders.

Under the terms of our tax allocation agreement with Titan, if Titan offsets
taxable gains with our losses, Titan will have to compensate us in cash for the
benefit it receives for its use of our losses.

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

We currently are exposed to market risks related to changes in interest
rates. Some of the proceeds of this offering may be invested in short-term,
interest-bearing, investment grade securities. The value of these securities
will be subject to interest rate risk and could fall in value if interest rates
rise. Additionally, our future borrowings will have a variable component that
will fluctuate as interest rates change. If market interest rates were to
increase immediately and uniformly by 10%, there would not be a material impact
on our financial condition or results of operations.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 1999, the SEC issued Staff Accounting Bulletin ("SAB") No. 101,
"Revenue Recognition in Financial Statements." This SAB summarizes the SEC's
view in applying generally accepted accounting principles to revenue recognition
in financial statements. This SAB is effective for all registrants during the
fourth quarter of fiscal 2000. We believe our accounting policies comply with
the provisions of SAB 101.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133").
This statement establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives), and for hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. In June 1999, the effective date of SFAS 133 was amended to be
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000 by Statement of Financial Accounting Standards No. 137, "Accounting for
Derivative Instruments and Hedging Activities -- Deferral of Effective Date of
FASB Statement No. 133." We anticipate that the adoption of SFAS 133 will not
have a material impact on our financial position or results of operations.

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<PAGE>
BUSINESS

OVERVIEW

We are the leading provider of patented and proprietary electronic
pasteurization systems and services for the food industry. Our electronic food
pasteurization process significantly improves food safety, prolongs shelf life
and provides disinfestation, without compromising food quality. Our patented
SureBeam process is based on proven electron beam technology that operates in an
efficient and environmentally responsible manner. The SureBeam system is powered
by ordinary electricity and destroys harmful food-borne bacteria such as E-coli,
salmonella and listeria and eliminates or renders harmless fruit flies and other
pests. We can provide our electronic pasteurization services at our service
centers, such as our Sioux City facility, that are capable of processing foods
received from a variety of food processing customers, or we can install our
systems as part of a customer's production line.

Heightened awareness of food safety issues has prompted food growers,
packers, processors and retailers to find new, safe and efficient ways to
eliminate bacteria and insects from their products and to reduce food spoilage.
Unlike older irradiation technologies, the SureBeam process does not use nuclear
radioactive materials as a means for pasteurization. As a result, we believe we
have a unique opportunity to establish electronic pasteurization as a new food
industry standard and SureBeam as the leading brand for food safety solutions.

We have executed agreements with many of the major meat and poultry
providers and processors in the United States, including Cargill, Emmpak,
Huisken Meats, IBP and Tyson Foods. These companies produced approximately 75%
of the 26.5 billion pounds of beef and approximately 43% of the 75.4 billion
pounds of all meat (including beef, pork and poultry) produced in the United
States in 1999. In addition, we have signed agreements with Anchor Foods, Del
Monte and Kraft for applying the SureBeam technology to processed foods. Our
customer agreements generally provide that we will be the exclusive provider of
food pasteurization services.

Currently, we are electronically pasteurizing ground beef for commercial
sale by Huisken Meats. Since Huisken Meats introduced SureBeam electronically
pasteurized ground beef in Minnesota on May 16, 2000, distribution of their
SureBeam-processed products has expanded from approximately 80 stores to
approximately 1,000 stores. In addition, Schwans is distributing
SureBeam-processed ground beef nationwide through its catalog sales and home
delivery network. Our other customers are currently testing products processed
by the SureBeam system. We believe that a growing number of food processors will
integrate the SureBeam process into their food production operations.

We built and now operate the first commercial electronic food pasteurization
facility in the United States at Cloverleaf Cold Storage in Sioux City, Iowa.
Pursuant to a strategic alliance with Hawaii Pride LLC, we also operate a
facility in Hilo, Hawaii to disinfest produce. Additionally, we have entered
into strategic alliances to open electronic pasteurization facilities with Tech
Ion Industrial Brasil S.A. in Brazil in the fourth quarter of 2000, Mitsubishi
Corporation in Japan in the second quarter of 2001 and Zero Mountain Cold
Storage in Arkansas in the second quarter of 2001.

INDUSTRY BACKGROUND

FOOD SAFETY

There is growing concern about the safety of the world's food supply. The
Centers for Disease Control reported that food-borne bacteria cause more than
5,100 deaths, 325,000 hospitalizations, and 76 million cases of illness annually
in the United States alone. In 1997, the USDA ordered Hudson Foods Inc. to close
its Columbus, Nebraska meat processing plant and recall 25 million pounds of
ground beef after it was linked to an outbreak of E-coli contamination. In 1999,
the USDA recalled nearly 40 million pounds of food in over 60 reported product
recalls. Additionally, zero tolerance liability laws on E-coli and listeria and
increasing litigation related to other food-borne illnesses are

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exerting additional pressure on food processors to meet increasing food safety
standards. As a result, food processors spend substantial amounts of capital to
minimize the risk of food contamination. For example, in April 1999 Sara Lee
announced that it had established a $1 million food safety research fund at the
Center for Food and Nutrition Policy at Georgetown University and had begun a
multi-year $100 million-plus internal food safety program.

The FDA has stated that the only effective methods of safeguarding against
E-coli and other food-borne bacteria are cooking foods to 160 DEG. F or
irradiating food. Relying solely on cooking as a safeguard against food-borne
illnesses is not satisfactory since bacteria can be spread when contaminated
food is handled prior to cooking and remain if food is undercooked. Irradiation
offers food producers and processors a method to safeguard against food-borne
bacteria before their products reach consumers. Although the FDA approved the
irradiation of certain types of food in the early 1960s, food processors and
consumers reacted unfavorably towards the concept of irradiation because older
food irradiation methods involve exposing food to radioactive isotopes.
Furthermore, we believe that older food irradiation methods can negatively
affect the taste and texture of certain types of food.

FOOD INFESTATION AND SPOILAGE

In addition to food safety, our SureBeam system can be used to eliminate
infestation of food by fruit flies and other pests and to reduce food spoilage
and prolong shelf life. For instance, our Hawaii facility disinfests produce,
while our initial international facility in Brazil is intended to increase the
shelf life of products.

Hawaii and certain countries such as Brazil and Australia that produce
fruits and vegetables with known insect infestations are prohibited from
shipping those fruits and vegetables into the United States and certain other
countries unless they comply with disinfestation regulations. These regulations
are becoming more difficult to meet as traditional methods of disinfestation are
being banned or reevaluated due to environmental concerns and negative effects
on food taste, texture and nutritional value.

Traditional methods of disinfesting food products such as fruits and
vegetables include the use of vapor heat, fumigation and irradiation. Using heat
to disinfest fruit can compromise taste, texture and nutritional value. The use
of fumigation, such as methyl bromide, is being challenged due to its negative
environmental impact. The use of radioactive isotopes to disinfest food products
elicits the same negative reaction from food processors and consumers that is
associated with using radioactive isotopes to eliminate food-borne bacteria.

Food spoilage is a major concern for food growers, processors and retailers
since it limits shelf life and the distance food products may be shipped,
thereby limiting market access. Food spoilage in developing countries is
estimated to be 30% in fresh fruits and vegetables. In addition, transportation
distances in an increasingly global food industry contribute to the food
spoilage problem.

MARKET OPPORTUNITY

We have identified five primary global markets, highlighted below, for our
SureBeam process. Over time, we also plan to target the pork, cut beef, egg and
other processed food markets. Each of these markets is substantial and
represents a significant opportunity for SureBeam because we intend to derive a
significant portion of our revenues by charging on a per pound basis for food
processed by our electronic pasteurization systems, whether at our service
centers or our customers' production facilities.

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<PAGE>
MARKET SIZE (POUNDS PRODUCED, IN MILLIONS)

<TABLE>
<CAPTION>
U.S. INTERNATIONAL TOTAL
-------- ------------- ---------
<S> <C> <C> <C>
Ground Beef.................................. 9,000 10,000 19,000
Poultry...................................... 35,000 100,000 135,000
Processed Meats.............................. 25,000 N/A 25,000
Seafood...................................... 12,000 250,000 262,000
Fruits & Vegetables.......................... 65,000 1,300,000 1,365,000
------- --------- ---------
Total........................................ 146,000 1,660,000 1,806,000
</TABLE>

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

Source: Food and Agriculture Organization of the United Nations

THE SUREBEAM SOLUTION

Our electronic food pasteurization system offers a new method of irradiation
that utilizes ordinary electricity to accelerate electrons. We believe that
consumers have demonstrated acceptance of food safety methods, as in the case of
pasteurized milk, when the method is environmentally safe and maintains the
product's characteristics. Certain consumers and health and industry officials
are beginning to view irradiation positively. For example, many prominent health
and medical organizations support the use of irradiation technology, including
the American Dietetic Association, the American Medical Association, the Centers
for Disease Control, the FDA, The Mayo Clinic, the USDA and the World Health
Organization. In addition, the World Health Organization is expected to approve
the irradiation of all foods. The World Health Organization's standards may
serve as uniform standards for some other countries.

Utilizing our patented technology, we have developed an electronic
pasteurization system that we believe uniquely addresses food safety,
disinfestation and spoilage concerns and provides many benefits including:

- DESTROYING DANGEROUS BACTERIA. Use of our electronic pasteurization system
can effectively kill dangerous bacteria such as E-coli, listeria
monocytogenes, salmonella and campylobacter in all food products,
including meats, poultry, vegetables, eggs and seafood. We provide food
processors with a unique solution that improves their ability to comply
with food safety laws and may reduce costly product recalls or damaging
liability lawsuits.

- KILLING FRUIT FLIES AND OTHER PESTS. The SureBeam system can kill fruit
flies and other pests or prevent them from reproducing, thereby rendering
them harmless. This benefit enables food producers and processors to gain
access to new markets that have previously been denied or limited due to
fruit fly and pest quarantines.

- REDUCING FOOD SPOILAGE AND PROLONGING SHELF LIFE. The SureBeam system can
increase the shelf life of foods such as meats, poultry, fruits and
vegetables, by decreasing microbial levels that cause food spoilage. In
certain cases, irradiation has demonstrated an ability to extend shelf
life by two to three times (e.g. raspberries, strawberries and certain
meat products). As a result, food processors have the ability to ship
product less frequently and over further distances while food retailers
and food service companies have the ability to stock and store product
longer, thereby generating supply chain efficiencies.

- UTILIZING ORDINARY ELECTRICITY. Unlike older irradiation methods that use
nuclear radioactive materials as their energy source, the SureBeam system
uses ordinary electricity and has received greater acceptance from food
processors and consumers because of its environmentally responsible
features.

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<PAGE>
- MAINTAINING FOOD TASTE, TEXTURE AND NUTRITIONAL VALUE. Because of the
rapid rate at which the food is processed by the SureBeam system and the
small increase in food product temperature during processing, the
oxidation effects on food products are minimized. As a result, when
properly applied, the SureBeam process has minimal effect on food taste,
texture or nutritional value.

- INTEGRATING EASILY INTO PRODUCTION LINES. SureBeam is the only food
pasteurization system available that can be fully integrated into
customers' production lines, avoiding additional transportation costs. The
system's relatively small footprint and quick set-up time for different
products make it easy to integrate into an existing production line.
Attributes that enable our SureBeam system to be incorporated into
production lines include:

- SCALABLE SYSTEM. The SureBeam system is scalable and can be designed to
meet a wide range of production volume requirements.

- FAST PROCESSING TIME. The SureBeam system pasteurizes food products in
a matter of seconds, maintaining the speed of a production line.

- PRECISE DOSING. Electron beam processing delivers a measurable and
consistent dose to products based upon pre-set parameters. All
processing parameters are under constant measurement to maintain dosage
within a predetermined range.

- FLEXIBLE DOSING. The SureBeam system can switch from one targeted dose
to another in a matter of seconds. In addition, our system can utilize
either electron beam or x-ray technology depending on the density and
thickness of the product, with x-ray technology allowing us to process
thicker products over a somewhat longer processing period. Changeovers
are easy and designed to accommodate various products.

- ENVIRONMENTALLY RESPONSIBLE. The SureBeam system uses ordinary
electricity as its power source. There are no nuclear radioactive
materials used in the SureBeam process, and as a result, the licensing
and operation of facilities using the SureBeam system do not require
any review by the Nuclear Regulatory Commission.

OUR STRATEGY

Our goal is to leverage our proprietary technology to be the premier global
provider of electronic pasteurization systems and services to the food industry.
To meet this goal, we plan to:

- EXPAND STRATEGIC RELATIONSHIPS. We have already entered into strategic
relationships with leading food processors and other strategic partners in
the United States and abroad. We intend to continue to develop strategic
relationships both domestically and internationally. We believe food
industry leaders will provide us with a growing stream of per pound
processing fees as consumer acceptance continues to expand for
electronically pasteurized food.

- INSTALL AND OPERATE IN-LINE TURNKEY ELECTRONIC PASTEURIZATION SYSTEMS. We
intend to offer turnkey electronic pasteurization systems that are
directly integrated into customer production lines. We will generally
retain ownership of the systems and customers will pay a per pound
processing fee.

- BUILD, OWN AND OPERATE ADDITIONAL ELECTRONIC FOOD PASTEURIZATION SERVICE
CENTERS. We intend to continue to build service centers that provide
electronic pasteurization services in strategic locations near major
producers and processors of meat, poultry, fruits or vegetables. For
example, our facility in Sioux City, Iowa is located in proximity to
several leading meat producers, including IBP and Cargill. We expect that
building facilities in strategic locations will accelerate the development
of a market for food pasteurization services. These facilities also serve
as test centers for food processors evaluating our process and as
commercial pasteurization centers for processors where turnkey systems may
not be cost effective. We plan to build

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<PAGE>
electronic food pasteurization facilities in Los Angeles, Chicago and
Philadelphia within the next 18 months.

- BUILD THE SUREBEAM BRAND. Our goal is to establish SureBeam as the leading
electronic pasteurization brand with both food processors and consumers in
the retail and foodservice markets. We believe establishing a leading
brand with consumers will prompt food processors to purchase our products
and services so that their products can carry our SureBeam seal, thereby
creating pull through demand for our process in the distribution chain. We
expect to allocate significant additional resources to establish our brand
in the retail and foodservice businesses. We will utilize a wide range of
communication media to build awareness of the SureBeam brand. Our SureBeam
logo currently appears on some of Huisken Meats' products processed with
our SureBeam system.

- ESTABLISH A NEW INDUSTRY STANDARD FOR FOOD SAFETY. We intend to promote
the widespread use of electronic pasteurization by food processors to
establish a new industry standard for food safety and quality. We believe
the need for such a standard is driven by food processors' desires to meet
retail and foodservice demand for safe food products.

- PROMOTE CONSUMER AWARENESS OF ELECTRON BEAM TECHNOLOGY. We plan to utilize
a variety of media to educate consumers on the SureBeam system's ability
to increase food safety and other produce benefits and to highlight major
endorsements by health and industry officials. In addition, we will
leverage our contracts and alliances with major food producers and
processors as validation of the SureBeam system.

- PURSUE GLOBAL OPPORTUNITIES THROUGH STRATEGIC ALLIANCES. We will continue
to enter into strategic alliances with local partners in certain
international markets and to sign exclusive agreements when possible. We
plan to build service centers to encourage testing of the SureBeam process
and to open opportunities for future relationships. At the same time, we
will continue to focus our marketing efforts in such markets on key food
growers, packers, processors and retailers. We believe that this strategy,
when combined with our existing expertise and proprietary technology, will
provide a barrier to others attempting to enter these markets. We are
currently using this approach in Japan and Brazil and will continue to
target other key food and export markets, such as Australia, Asia and
South America.

- PROTECT OUR TECHNOLOGY. We own our SureBeam technology through patents,
patent applications, know-how and trade secrets. We have not granted any
rights to our SureBeam technology, other than those granted to Texas A&M
University and the Texas Agricultural Experiment Station solely for
research and development purposes, those retained by the U.S. government
for military applications and those granted to Titan solely for medical
equipment sterilization. We will continue to protect our technology
aggressively by enforcing our current patents and filing additional patent
applications in the United States and other countries.

- DEVELOP NEW OPPORTUNITIES FOR SUREBEAM. We will continue to develop new
applications of our technology, including the pasteurization and
disinfestation of additional products such as flowers, grains, spices,
coffee beans and pet food.

THE SUREBEAM SYSTEM

Our SureBeam system is based principally on electron beam accelerator
technology initially developed in the 1980s. For the past 18 years, Titan has
worked to create and refine an electronic processing system capable of meeting
the functionality, reliability and 24 hour-per-day cycles required in medical
equipment sterilization and electronic food pasteurization applications. We have
successfully demonstrated the reliability of our SureBeam system with over
120,000 operating hours logged on our systems for both medical equipment
sterilization and food pasteurization applications.

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<PAGE>
The patented SureBeam process is the only turnkey electronic food
pasteurization solution currently on the market. It combines proven linear
accelerator technology with a unique and patented material handling system and a
real-time control-monitoring platform providing the highest degree of process
integrity. The energy generated from the acceleration of electrons is sufficient
for processing pre-packaged or post-packaged and fresh or frozen products in
seconds. The rapid speed of the SureBeam system makes it well suited for
integration into customer production lines.

The SureBeam system is comprised of a linear accelerator that produces a
beam of electrons. A series of resonant microwave cavities are then used to
accelerate the electrons to nearly the speed of light. A magnetic deflection
system is then used to scan the beam across the product. The electrons disrupt
the DNA chain of the organisms hit and either destroy them or prevent their
reproduction, thereby rendering them harmless. Our process utilizes ordinary
electricity to generate electrons to administer a direct electron or x-ray
treatment that is suitable for a wide range of products of various sizes, shapes
and densities. X-rays are produced when electrons exit the accelerator and make
contact with a metal target. The x-rays are directed at the product being
processed and have the same ability as electron beams to kill bacteria or pests,
or inhibit their reproduction. X-rays are generally used to penetrate larger and
denser products than electron beams. Electron beams can generally penetrate food
products of up to a thickness of approximately four inches, while x-rays can
penetrate thicker products. The processing time using x-rays is generally
somewhat longer than the processing time required when using electron beams.

The SureBeam system can be configured to include electron beam or x-ray
capabilities or both, can provide doses in one or more directions, and can
handle food products in individual packages or cases. Our proprietary SureTrack
information and control system guides both the operator and material loaders
through the overall process checking for the completion of each task and
verifying the integrity of the process. The dose, or the amount of energy
deposited, is controlled by our proprietary software, the SureTrack system. The
dose varies depending on the thickness and density of the product and on whether
the objective is to pasteurize, disinfest or extend shelf life. Our control
systems include components to detect failures and unscheduled downtime. Our
SureBeam process provides dose verification and validation, and continuously
archives all the processing information required to substantiate the successful
completion of the SureBeam process. Unlike systems that utilize nuclear
isotopes, our systems can be turned off at any time.

[GRAPHIC DEPICTING TURNKEY SYSTEM COMPRISED OF AN ACCELERATOR, A MATERIAL
HANDLING SYSTEM AND A REAL-TIME CONTROL-MONITORING PLATFORM.]

OUR PRODUCTS AND SERVICES

We offer products and services for the electronic pasteurization of food
through in-line turnkey systems and centrally located service centers allowing
food growers, packers and processors to choose the most convenient and cost
effective way to utilize our SureBeam system for electronically pasteurizing
their products. We offer these products and services directly and through
strategic alliances. While no in line production systems have as yet been sold
or installed, two service centers are currently in operation.

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<PAGE>
IN-LINE TURNKEY SYSTEMS. We offer turnkey systems that can be integrated
directly into a customer's production facility. We will generally retain
ownership of the systems and charge our customers a per-pound processing fee. In
limited circumstances, we may sell turnkey systems directly to our customers,
recognize revenue for the sale and receive no on-going revenue stream.

SERVICE CENTERS. In 1999, we entered into an agreement with Cloverleaf Cold
Storage to build and operate the nation's first electronic food pasteurization
service center in Sioux City, Iowa. This facility currently has the capacity to
process up to approximately 40,000 pounds of meat per hour. Such facility is
operating at a small percent of its maximum processing capacity since it is
still in a start-up phase. The facility has the capability of pasteurizing large
cases of products, as well as products that are not uniform in shape or size.
Our service center generates revenue by charging a per pound processing fee. We
plan on building additional service centers in Los Angeles, Philadelphia and
Chicago over the next 18 months.

[GRAPHIC DEPICTING CONFIGURATION OF A SERVICE CENTER.]

CUSTOMERS

We currently have agreements with seven customers to provide food
pasteurization services at our Sioux City facility. Our customer agreements vary
in some respects from customer to customer. The following discussion is intended
only to describe some of the more common terms. The agreements to provide food
pasteurization services are generally for an initial term of one year with
automatic annual renewals. Although our customers can generally terminate the
agreement to provide food pasteurization services upon 30 days notice, such
agreements typically provide that we will be the exclusive provider of food
pasteurization services for a multi-year period, even if the customer terminates
the agreement before the end of the multi-year period. However, we generally
must release a customer from the exclusive provider arrangement if the customer
can find a comparable service at a lower price or if we cannot fully meet the
customer's demand.

The agreements provide for a test period followed by a commercial production
period. We charge a per pound processing fee, which generally decreases as
monthly production volume increases. A customer may elect to convert to the
commercial production period at any time during the test period, at which time
the per pound processing fee decreases and the customer is required to commit to
processing a minimum number of pounds of food for each 12-month period. The
customer agrees to pay us for such minimum amount, even if the food is not
processed. Currently, only Huisken Meats is operating in the commercial
production period. Those customers operating in the test period are not required
to convert to the commercial production schedule.

STRATEGIC ALLIANCES

We have maintained a strategy of establishing strategic alliances with third
parties to sell our SureBeam systems and provide food pasteurization and
disinfestation services. Our strategic alliances are generally structured to
facilitate the sale of our systems to a special purpose entity formed by the
strategic alliance in which we retain a warrant to acquire a minority interest,
usually 19.9%. To date, such warrants have generally been exercisable for
$1 million. We have also retained an option to acquire additional equity in
certain cases, typically up to 50% for the payment of a nominal amount. We
intend to generate revenue from the sale of our systems to these special purpose
entities and recognize earnings through our ownership.

In November 1999, we entered into an agreement with Hawaii Pride LLC and
affiliate parties by which Hawaii Pride would acquire our SureBeam system for
the purpose of disinfesting fruit and other products. We recently completed the
facility provided for under this agreement in Hilo, Hawaii, for the
disinfestation of fruits and vegetables. Pursuant to our agreement, we advanced
funds to Hawaii Pride. We have the right to convert the advance for up to 51% of
the total equity of Hawaii Pride. In

38
<PAGE>
addition, if Hawaii Pride defaults on its loan obligations, or fails to comply
with USDA requirements, we have the right to acquire 100% of the equity of
Hawaii Pride for a nominal amount.

In December 1999, we entered into an agreement with Zero Mountain Cold
Storage for the sale of SureBeam systems to Zero Mountain SureBeam, a new entity
formed by Zero Mountain and us. The facility for these systems is scheduled to
become operational in the second quarter of 2001 in Arkansas. Once the SureBeam
system is completed we will acquire a 19.9% equity interest in the new entity.

In June 2000, we entered into an agreement with Texas A&M University and the
Texas Agricultural Experiment Station whereby we and Texas A&M and the Texas
Agricultural Experiment Station agreed to jointly operate and share access to
three SureBeam systems placed in Texas A&M's facilities. Texas A&M will provide
us with sufficient space at its facilities to accommodate the placement and
operation of a test center for a period of 10 years, at which time title to the
SureBeam systems will pass to Texas A&M.

Internationally, we have established strategic alliances with partners who
have expertise in their local food market and recognize an opportunity to
utilize the SureBeam system. In December 1999, we entered into a strategic
alliance with Mitsubishi Corporation. Under this agreement, Mitsubishi
Corporation will create a separate subsidiary, Mitsubishi Scan, Inc., to
purchase a SureBeam system from us to be installed at a site in Japan as a
demonstration or test site and not a production facility. We have a warrant to
purchase a 19.9% equity interest in Mitsubishi Scan. A service center pursuant
to this alliance is expected to be operational in the second quarter of 2001.
Our agreement with Mitsubishi provides that it will be our exclusive partner in
Japan.

In May 2000, we received purchase orders from Tech Ion Industrial Brasil
S.A. for eleven electronic food processing systems. Through our wholly owned
subsidiary, Titan SureBeam Brazil Ltd., we and Tech Ion jointly established
SureBeam Brasil Ltda., which will provide, among other things, food
pasteurization services through multiple planned service centers to various food
companies in Brazil. The first of these service centers is expected to be
operational in the fourth quarter of 2000. We have a 19.9% equity interest and
Tech Ion has an 80.1% equity interest in SureBeam Brasil. We have the right,
exercisable at any time within 20 years of the formation of the strategic
alliance, to acquire up to 50% of the equity interest in SureBeam Brasil. We
have agreed to provide a $5 million working capital line of credit to Tech Ion.
Our agreement with Tech Ion provides that it will be our exclusive partner in
Brazil.

SALES AND MARKETING

We focus our sales and marketing initiatives on establishing SureBeam as the
leading consumer brand in providing solutions to food safety issues, such as the
incidence of bacteria and pests in food, as well as food spoilage. We promote
our brand in order to build revenues, gain worldwide market share, and promote
consumer and industry awareness and acceptance. We target the growing public
demand for safer food by helping food processors meet heightened standards of
quality and safety through our technology. Our sales and marketing personnel,
who possess technical expertise regarding the SureBeam system, market and sell
our systems and services to food processors, as well as educate food industry
constituents, food processors and consumers on the uses and benefits of our
technology. In order to enhance our commercialization efforts, we expect to
continue to expand our sales and marketing capabilities.

We conduct a number of sales and marketing programs to support the promotion
and sale of the SureBeam system and to reinforce brand awareness. Our consumer
programs are designed to educate the public that the SureBeam process is safe
and environmentally responsible, and to explain that the taste, texture and
nutritional value of food products remain essentially unaffected by this
process. In addition, we promote the placement of our SureBeam seal on packages
of food products processed

39
<PAGE>
with our patented SureBeam system. Our goal is for consumers to easily identify
SureBeam processed products and associate our seal with food safety, thereby
increasing brand awareness and further developing brand loyalty. We will seek to
create consumer demand that will serve to encourage food processors to co-brand
with us and to use our electronic pasteurization system. We currently intend to
use a portion of the proceeds of this offering to conduct a brand building
program primarily through the use of mass media aimed at the consumer.

Our trade programs are designed to educate food processors about the
advantages of using our technology and to encourage processors to market their
SureBeam processed products using our brand. We also work cooperatively with our
strategic alliance partners to reinforce the SureBeam brand and extend our sales
effort in international markets.

MANUFACTURING

Our manufacturing operation involves assembly and testing of SureBeam
systems. We obtain many of our components under long term supply contracts.
While we currently procure the accelerating section of the linear accelerator
from one supplier, we will seek to secure multiple sources for substantially all
of our components. We believe that we have the manufacturing capacity and
component supply to meet our currently anticipated near-term commercial
requirements. Our manufacturing operation allows us to build systems to the size
requested by our customers. We intend to use a portion of the proceeds from this
offering to expand our manufacturing capacity. Currently, our sole manufacturing
facility is located in Dublin, California.

RESEARCH AND DEVELOPMENT

Our current research and development activities are focused on increasing
the capability and efficiency of our existing technology, minimizing the space
occupied by our SureBeam systems, and developing new food product applications.
Historically, our research and development activities were funded in connection
with Titan's performance under its government contracts.

We have assembled a team of experts in our industry to enhance and drive our
research and development efforts. Our research and development experts have many
years of experience in the area of enhancing food safety and extending shelf
life using irradiation in addition to their broad experience with linear
accelerators and charged particle beams. In June 2000, we entered into an
agreement with Texas A&M University and the Texas Agricultural Experiment
Station for the purpose of researching and developing product applications for
our technology. In addition, we often benefit from the research and development
efforts of our component suppliers.

PATENTS AND PROPRIETARY RIGHTS

We own 21 U.S. and foreign patents and patent applications, consisting of
eight U.S. and foreign issued patents and 13 patent applications pending in the
United States and abroad. These patents have been issued or are pending in those
markets that are key targets for our expansion such as Brazil, Korea and Japan.
Protection of our proprietary rights is vital to our business. In addition to
our policy of seeking patents on our inventions, we rely on trade secrets and
know-how that is not patented, and continuing technological innovation to
develop and maintain our competitive position. In addition, we maintain a policy
of entering into confidential information and invention assignment agreements
with our employees, consultants and other third parties. We believe that we have
a strong patent position on the application of electron beam technology in a
conveyor-based irradiation process.

The U.S. and foreign issued patents relating to the SureBeam technology have
claims relating to methods of transporting products through the electron beam
process, means of increasing the efficiency and reliability of the process, and
ways of shielding the process that miniaturizes the size of the system. Our
pending patent applications include claims relating to improvements in the
operation, efficiency,

40
<PAGE>
and reliability of the SureBeam technology, shielding, multiple pass x-ray
system and in-line processing systems.

On January 6, 2000, Ion Beam Applications s.a., a Belgian corporation, and
some of its U.S. subsidiaries filed an action for declaratory judgment in a
federal court in Virginia against us relating to our patents for our SureBeam
systems. The action challenges the validity of our core Irradiation System
Utilizing Conveyor Transported Article Carriers patent, seeks a declaration that
Ion Beam Applications and its customers have not infringed any of the claims in
our patent, and alleges that we have engaged in unfair competition and that our
conduct constitutes patent misuse. We have sought to have the case moved to the
federal court in San Diego and intend to vigorously defend our patent position.
However, a finding in favor of Ion Beam Applications in this action could
materially adversely affect our competitive position and our business, operating
results and financial condition.

Third parties also could independently develop competing technology or
design around our technology. If we are unable to successfully detect
infringement and enforce our rights in our technology, we may lose competitive
position in the market. We cannot assure you that our means of protecting our
proprietary rights in the United States or abroad will be adequate or that
competing companies will not independently develop similar technology.

To date we have not been notified that our products infringe the proprietary
rights of any third parties, but third parties may, in the future, claim that
our current or future products infringe upon their proprietary rights. In
addition, third parties have and may continue to challenge the validity or
enforceability of our proprietary rights. Any such claim, whether meritorious or
not, could be time consuming, result in costly litigation, cause product
installation delays or require us to enter into royalty or licensing agreements.
Such royalty or licensing agreements may not be available on terms acceptable to
us, or at all. As a result, any such claim could harm our business and
prospects.

SureBeam is a registered trademark in the United States. Applications to
register this trademark are pending in other key foreign jurisdictions.

GOVERNMENT REGULATION

Domestically, our technology is subject to significant regulation as a food
additive under the Federal Food, Drug and Cosmetic Act, which is administered by
the FDA and the USDA. Use of the SureBeam system, including product labeling, is
also subject to regulation by the U.S. Food Safety and Inspection Service and
the Animal Plant Health Inspection Service and by health and environmental
safety departments within various states.

Food irradiation first gained regulatory approval in the United States in
1963 for use in the control of insects in wheat and wheat flour, followed by
approval in 1964 for the prevention of sprouting in potatoes. In February 1984,
the FDA granted approval for irradiation to inhibit the maturation of fresh
fruits and vegetables, to disinfest food of insects, and to disinfect spices of
microorganisms. In 1990, the FDA approved the irradiation of poultry. In
December 1997, the FDA approved the irradiation of meat. In December 1999, the
USDA issued regulations setting forth the guidelines for irradiation of beef and
other fresh meats, leading to the approval of commercial sales in
February 2000. Our SureBeam technology complies with these regulations.

Approvals for the use of irradiation to treat processed foods and seafood
are pending, but are on the FDA's "fast track" application process. The failure
of the FDA to approve irradiation of processed foods and seafood would prevent
the application of our technology to these significant markets in the United
States. Furthermore, the FDA could remove or restrict its approval of the use of
irradiation for other food products such as meat, poultry, fruits and
vegetables, which would severely limit our ability to provide services and
systems. Such action could have a material adverse effect on our business and
financial performance.

41
<PAGE>
Several state legislatures have in the past prohibited the sale or
distribution of irradiated food. A bill to impose a five year moritorium on the
sale or distribution of irradiated foods, regardless of whether the irradiation
was applied using electron beam or nuclear radioactive isotopes, is currently
pending in the New Jersey state legislature. No assurance can be given that this
bill will not be enacted into law or that similar bills in other states might
not be adopted.

Internationally, each country sets its own irradiation regulations.
Government regulatory bodies in 38 countries have approved the use of
irradiation on only specified foods. We are required to obtain regulatory
approval from certain foreign regulatory authorities before we can offer our
services in those jurisdictions. Certain of these jurisdictions may apply
different criteria than the FDA in connection with their approval processes. If
we are unable to obtain approval to sell our products and services in these
markets, our business prospects could be adversely affected. We believe that we
currently comply with all applicable regulations in countries where we intend to
provide services.

In the United States and other countries that follow World Health
Organization guidelines, all electronically pasteurized food, whether processed
with electron beam or x-rays, must be labeled with the symbol for irradiation,
known as the Radura symbol, and the phrase "Treated with Radiation" or "Treated
by Irradiation." In the United States, this label does not have to be any larger
than the ingredients' font size. If the pasteurized product is to be used as an
ingredient in a further processed product, the Radura symbol is not required and
the only label required is in the ingredients section (e.g. potatoes, irradiated
ground beef, natural flavors). Bulk or wholesale items processed with
irradiation require labeling only on the case of pasteurized items and not the
individual contents. For items not in packages but processed in their entirety
(e.g. fruit, vegetables) the label may either be placed on each individual item,
on the bulk container, or on a counter sign as long as it is next to the product
and plainly in view. U.S. federal regulations do not require retail food service
providers, such as fast food restaurants, to disclose that their food products
have been irradiated. Since irradiation is regulated as a food additive, our
customers also are subject to certain packaging and labeling requirements.
Additionally, certain states have similar labeling requirements.

Our processing facilities also are subject to various other federal, state
and municipal regulations with regards to health, safety and environmental
issues. Such facilities are subject to supervision or periodic inspection by
other regulators. All SureBeam locations in the United States that process meat
are required to have a USDA inspector on the premises when processing.

COMPETITION

We compete against several companies seeking to address the food safety
market. Our electronic food pasteurization technology competes with gamma ray
irradiation, as well as alternatives to irradiation such as thermal
sterilization, gas fumigation, chemical washes and high-pressure sterilization
techniques. We believe that none of our competitors currently are using electron
beam technology to irradiate food for commercial sale. Our competitors include
Ion Beam Applications, s.a., STERIS Corporation, MDS/Nordion Food Technologies
Corporation.

Ion Beam Applications s.a. is a provider of gamma ray technology systems for
medical product sterilization, food irradiation and other industrial
applications. STERIS Corporation offers services including gamma ray technology
and gas fumigation, which are primarily for medical product sterilization.
STERIS and Ion Beam Applications have each announced that they intend to pursue
food irradiation opportunities using electronic pasteurization. MDS/Nordion,
both independently and through its majority ownership of Food Technologies
Service, currently offers only gamma ray technology irradiation. These
organizations may have significantly more capital, research and development,
regulatory, manufacturing, marketing, human and other resources than we do.

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FACILITIES

Our principal offices are located in San Diego, California, and consist of
approximately 6,800 square feet of office space that we occupy pursuant to a
corporate services agreement with Titan through December 31, 2001 and that is
automatically renewable for one year terms. We lease approximately 19,400 square
feet from Cloverleaf Cold Storage to operate our processing facility located in
Sioux City, Iowa. We lease the Sioux City facility pursuant to a sub-lease that
expires on February 1, 2005, but which provides us with an option to extend the
life of the lease for an additional five-year period. We lease 10,272 square
feet of space for our manufacturing facility located in Dublin, California. Our
lease for the manufacturing space is on a monthly basis with an option to extend
the lease term to five years. We lease additional space for sales offices in
Omaha, Nebraska.

EMPLOYEES

As of June 30, 2000, we employed 64 full-time employees. None of our
employees are represented by a collective bargaining agreement and we have never
experienced a strike or similar work stoppage. We consider our relations with
our employees to be good.

LEGAL PROCEEDINGS

On January 6, 2000, Ion Beam Applications s.a., a Belgian corporation, and
some of its U.S. subsidiaries filed an action for declaratory judgment in a
federal court in Virginia against us relating to our patents for our SureBeam
systems. The action challenges the validity of our core Irradiation System
Utilizing Conveyor Transported Article Carriers patent, seeks a declaration that
Ion Bean Applications and its customers have not infringed any of the claims in
our patent, and alleges that we have engaged in unfair competition and that our
conduct constitutes patent misuse. We have sought to have the case moved to the
federal court in San Diego and intend to vigorously defend our patent position.
However, a finding in favor of Ion Beam Applications in this action could
materially adversely affect our competitive position and our business, operating
results and financial condition.

On August 7, 2000, our former chief executive officer and president filed an
action in a California state court alleging, among other claims, breach of his
employment and stock option agreements in connection with the repurchase price
of his options upon termination of his services to us. The former officer is
seeking declaratory relief and damages. We intend to vigorously defend against
this action.

We are subject to litigation from time to time in the ordinary course of our
business, and may in the future become subject to litigation that may have a
material adverse effect on our business and financial performance.

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MANAGEMENT

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

The following table sets forth information regarding our current executive
officers, directors and key employees as of August 10, 2000:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- -------- --------
<S> <C> <C>
Larry A. Oberkfell........................ 47 President, Chief Executive Officer and
Director
Susan Golding............................. 54 Director
Gene W. Ray, Ph.D......................... 62 Chairman of the Board of Directors
Thomas Allen.............................. 52 Vice President, Systems Integration
Kevin K. Claudio.......................... 43 Vice President and Chief Financial Officer
Nicholas J. Costanza...................... 45 Senior Vice President, General Counsel and
Secretary
Eric M. DeMarco........................... 38 Executive Vice President
Gary Loda................................. 55 Vice President, Manufacturing
Bruce Miller, Ph.D........................ 52 Vice President, Technology Development
Dennis Olson, Ph.D........................ 53 Vice President, Research and Development
for Food Applications
Donald Segal.............................. 41 Vice President, Sales and Marketing
</TABLE>

LARRY A. OBERKFELL has served as our President and Chief Executive Officer
since November 1999. From December 1995 to November 1999, he held various
positions at Anchor Foods Products, Inc., a manufacturer of frozen food
appetizers, most recently as Chief Executive Officer. From October 1992 to
December 1995, he held various positions at Orval Kent Food Company, a
refrigerated salad company, most recently as Chief Executive Officer.
Mr. Oberkfell received a B.S. degree from the University of Missouri and an
M.B.A. degree from St. Louis University.

SUSAN GOLDING has served as one of our directors since August 2000. She has
been Mayor of San Diego since 1992. Prior to serving as Mayor, Ms. Golding
chaired the San Diego County Board of Supervisors, served as Deputy Secretary of
Business, Transportation and Housing for the State of California and was a
member of the San Diego City Council. Ms. Golding received a B.A. degree from
Carleton College, an M.A. degree from Columbia University and taught as a Ph.D.
fellow at Emory University.

GENE W. RAY, PH.D., has served as one of our directors and our Chairman
since January 1998. He was a co-founder of Titan Systems, Inc., the parent of
which merged into The Titan Corporation in 1985. He served as a director,
President and Chief Executive Officer of Titan Systems from its inception in
1981 until the merger. He has been President and Chief Executive Officer of The
Titan Corporation since the merger and became Chairman of the Board in 1999. He
currently serves on the board of directors of The Titan Corporation, a
diversified technology company that provides information technology,
communications and electron beam food pasteurization and medical product
sterilization systems and services. Dr. Ray received a B.S. degree from Murray
State and M.S. and Ph.D. degrees from the University of Tennessee.

THOMAS ALLEN has served as our Vice President, Systems Integration since
January 1994. From September 1991 to December 1993 he provided technical
consultant services to The Titan Corporation for the design and start-up of the
SureBeam medical sterilization process. Since 1991, Mr. Allen has been
responsible for the design and implementation of a dozen electron beam or x-ray
systems for both food pasteurization and medical sterilization applications, and
has been issued 3 patents, with 5 more pending in this field. He received a B.S.
degree from Cornell University, and is a Senior Member of SME and IIE, and is
certified as a Professional in Systems Integration.

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<PAGE>
KEVIN K. CLAUDIO has served as Vice President and Chief Financial Officer
since January 2000. Mr. Claudio served as the Director of Business Operations of
The Titan Corporation from August 1999 to December 1999. From April 1996 to
July 1999, he was the Controller of Palomar Systems, a division of Electro
Scientific Industries, a high-tech capital equipment manufacturer. From 1986 to
1996, he held various positions at General Dynamics Corporation, most recently
as Controller of the Convair Division. Mr. Claudio received a B.S. degree from
Fairmont State College and is a Certified Public Accountant in the State of
California.

NICHOLAS J. COSTANZA has served as our Senior Vice President, General
Counsel and Secretary, since August 1999. Mr. Costanza has also served as Senior
Vice President, General Counsel and Secretary of The Titan Corporation since
August 1999. From mid-1998 to the end of 1998 he was Executive Vice President,
General Counsel and Secretary of Enfinity Corporation, a manufacturing company.
From 1980 to early 1998, he held various positions at Exide Electronics
Group, Inc., a manufacturing company, most recently as Vice President, Chief
Administrative Officer, General Counsel and Secretary. Mr. Costanza received a
B.A. degree from Rutgers University and a J.D. degree from Villanova University.

ERIC M. DEMARCO has served as our Executive Vice President since
September 1997. He served as our Chief Financial Officer from September 1997 to
December 1999. He served as Senior Vice President and Chief Financial Officer of
The Titan Corporation from January 1997 to August 1998 and has been Executive
Vice President and Chief Financial Officer of The Titan Corporation since
August 1998. From June 1986 to January 1997, he held various positions at Arthur
Andersen LLP, most recently as a Senior Manager. Mr. DeMarco received a B.S.
degree from the University of New Hampshire.

GARY LODA has served as our Vice President, Manufacturing since
October 1997. Mr. Loda was retired from 1990 to 1997. Prior to his retirement,
Mr. Loda served as President of the Beta Division of The Titan Corporation from
1983 to 1990. From 1980 to 1983, Mr. Loda founded and served as President of
Beta Development Corporation, a manufacturer of high-energy lasers and electron
accelerators. Beta Development Corporation merged with Titan Systems, the
predecessor to The Titan Corporation, in 1983. Mr. Loda received B.S. and M.S.
degrees from the University of Wisconsin.

BRUCE MILLER, PH.D., has served as our Vice President, Technology
Development since August 2000. From 1998 to 2000, he was Project Director for
the Atlas Pulsed Power Project, and Director of Spallation Neutron Source Linac
Division, for the Los Alamos National Laboratory. Dr. Miller served as General
Manager of the Albuquerque Innovative Technology office of Titan Research and
Technology from 1987 to 1998, where he was responsible for research programs in
high-current linear induction accelerators, high power microwave generation,
charged particle beam transport, nuclear weapon effects, and x-ray laser
development. Dr. Miller received B.S., M.S. and Ph.D. degrees from Ohio State
University.

DENNIS OLSON, PH.D., has served as our Vice President, Research and
Development for Food Applications since July 2000. Prior to joining us, from
1980 to 2000, Dr. Olson was a professor of Animal Science and Food Science and
Human Nutrition at Iowa State University. He also served as Director of the
Utilization Center for Agricultural Products from 1990 to 2000 and the Director
of the NASA Food Technology Commercial Space Center at Iowa State University
from 1999 to 2000. For the last fifteen years, his work has been directed at
enhancing meat safety and extending shelf-life using irradiation. Dr. Olson
received B.S. and Ph.D. degrees from Iowa State University.

DONALD SEGAL has served as our Vice President, Sales and Marketing since
January 2000. Prior to joining us, Mr. Segal served as Vice President, Worldwide
Sales and Marketing for PurePulse Technologies from 1998 to 1999. From 1981 to
1998, he held various positions at STERIS Corporation, a company specializing in
medical and industrial sterilization, most recently as Vice President, Sales,
Scientific Division. Mr. Segal received a B.S. degree from Clarion University.

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<PAGE>
SPENCER C. STEVENS has served as our Vice President Key Accounts since
May 2000. From 1985 to 2000, he served as Chairman and President of Applied
Power Associates, Inc., an engineering, architectural and food irradiation
consulting firm headquartered in Omaha, Nebraska. He serves on the National
Cattlemen's Beef Association Beef Industry Food Safety Council and Irradiation
Research Advisory Group. He received a B.S. degree from Iowa State University
and an M.S. degree from the University of Nebraska.

COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors currently has no committees. We intend to have the
majority of our board of directors independent from SureBeam and Titan. We have
one director who is independent from SureBeam and Titan. We will seek to appoint
at least two additional independent directors within 90 days following the
completion of the offering. Concurrent with or shortly after these appointments,
the board expects to create audit and compensation committees, the members of
which will be independent directors.

ELECTION OF DIRECTORS

Upon the completion of the offering, under the terms of our certificate of
incorporation, our board of directors will be divided into three classes:

- Class I directors, whose term will expire at the annual meeting of
stockholders to be held in 2001;

- Class II directors, whose term will expire at the annual meeting of
stockholders to be held in 2002; and

- Class III directors, whose term will expire at the annual meeting of
stockholders to be held in 2003.

DIRECTOR COMPENSATION

Our directors currently do not receive any cash compensation for their
service on the board of directors or any committee thereof, but directors are
reimbursed for expenses incurred in connection with attendance at board and
committee meetings. All directors that are not employees of SureBeam or Titan
are eligible to participate in our 2000 Equity Incentive Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1999, we did not have a compensation committee. The board of
directors made all decisions concerning executive compensation during 1999. None
of our executive officers serves as a member of the board of directors or
compensation committee of an entity that has an executive officer serving as a
member of our board of directors or compensation committee.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation
earned in 1999 for services rendered to us in all capacities by our President
and Chief Executive Officer, our Chief Financial Officer, and our two other most
highly compensated officers, whose compensation, as such term is defined by the
SEC, exceeded $100,000 in 1999. We refer to these officers as our named
executive officers in other parts of this prospectus.

In accordance with the rules of the SEC, the compensation described in this
table does not include medical, group life insurance or other benefits which are
available generally to all of our salaried employees and certain perquisites and
other personal benefits received which do not exceed the lesser

46
<PAGE>
of $50,000 or 10% of any officer's salary and bonus disclosed in this table.
This table also does not include our executive officers who were also executive
officers of Titan during 1999 and whose compensation was paid by Titan for
services rendered in all capacities to Titan and SureBeam.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION AWARDS
--------------------------------------
NUMBER OF NUMBER OF
ANNUAL COMPENSATION SECURITIES SECURITIES
----------------------------------- UNDERLYING UNDERLYING
OTHER ANNUAL SUREBEAM TITAN ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(1) OPTIONS COMPENSATION
--------------------------- -------- -------- -------- ------------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Larry A. Oberkfell(2),.... 1999 $ 40,985 $30,000 $56,080(3) 1,863,354 40,000 --
President and
Chief Executive Officer
Thomas Allen,............. 1999 148,608 55,000 -- 93,167 10,000 --
Vice President,
System Integration
Kevin K. Claudio(4),...... 1999 53,656 40,000 -- -- 30,000 --
Vice President and
Chief Financial Officer
Gary Loda,................ 1999 162,925 57,000 -- 46,583 10,000 --
Vice President,
Manufacturing
</TABLE>

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

(1) The SureBeam option numbers have been adjusted to reflect options granted by
our operating subsidiary to the named executive officers in 1999. We
substituted these options in connection with the contribution of the
electronic food pasteurization business from Titan to us.

(2) Mr. Oberkfell commenced employment with us in November 1999.

(3) Other annual compensation includes moving expenses and car allowance.

(4) The compensation listed reflects compensation Mr. Claudio received from
Titan from August 1999 to December 1999 in connection with services he
provided to Titan's medical equipment sterilization and electronic food
pasteurization business.

SUREBEAM OPTION GRANTS IN YEAR ENDED 1999

The following table sets forth summary information regarding the option
grants made to our named executive officers during the year ended December 31,
1999:

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
NUMBER OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM
OPTIONS EMPLOYEES PRICE PER EXPIRATION -------------------------
NAME GRANTED IN 1999 SHARE DATE 5% 10%
---- ---------- ---------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Larry A. Oberkfell....... 1,863,354 57.55% $0.1438 11/15/2009 $46,809,689 $74,536,396
Thomas Allen............. 93,167 2.88% $0.1438 08/11/2009 $ 2,340,467 $ 3,726,792
Kevin K. Claudio......... -- -- -- -- -- --
Gary Loda................ 46,583 1.44% $0.1438 08/11/2009 $ 1,170,221 $ 1,863,376
</TABLE>

25% of the options listed in the table above vest on each anniversary of the
grant date. The board of directors has the right to accelerate the vesting of
these options. The term of the options is 10 years.

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<PAGE>
The option numbers and exercise prices have been adjusted to reflect options
granted by our operating subsidiary to the named executive officers. We
substituted these options in connection with the contribution of the electronic
food pasteurization business from Titan to us. The percent of total options
granted is based on a total of 3,237,578 options granted in 1999, as adjusted.

The potential realizable value is calculated based on the term of the option
and is calculated by assuming that the fair market value of common stock on the
date of the grant as determined by the board appreciates at the indicated annual
rate compounded annually for the entire term of the option and that the option
is exercised and the common stock received therefore is sold on the last day of
the term of the option for the appreciated price. The 5% and 10% rates of
appreciation are derived from the rules of the SEC. The actual value realized
may be greater than or less than the potential realizable values set forth in
the table.

AGGREGATED SUREBEAM OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth, with respect to the named executive
officers, information regarding the number and value of securities underlying
unexercised options for our Class A common stock held by them as of
December 31, 1999, as well as the number and value of our Class A shares
acquired by the named executive officers pursuant to stock options exercised
during 1999:

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
NUMBER OF UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT YEAR END AT YEAR END
ACQUIRED ON VALUE ---------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------ ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Larry A. Oberkfell.... -- -- -- 1,863,354 -- $28,614,037
Thomas Allen.......... -- -- 116,459 442,546 $1,788,368 $ 6,795,825
Kevin K. Claudio...... -- -- -- -- -- --
Gary Loda............. -- -- 116,459 442,546 $1,788,368 $ 6,795,825
</TABLE>

The values of unexercised in-the-money options at year-end in the table
above were determined based on an assumed initial public offering price of
$15.50 per share minus the per share exercise price multiplied by the number of
shares.

All stock options that we have granted are immediately exercisable for
shares of restricted common stock, subject to our right of repurchase on vested
or unvested shares at book value. These options are shown as unexercisable in
the table above. At year-end, Mr. Oberkfell held 1,863,354 options remaining
subject to a vesting schedule; Mr. Allen held 442,546 options remaining subject
to a vesting schedule and Mr. Loda held 442,546 options remaining subject to a
vesting schedule. 25% of the options listed in the table above vest on each
anniversary of the grant date. The board of directors has the right to
accelerate the vesting of these options. The term of the options is 10 years.

AGGREGATED TITAN OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR END OPTION
VALUES

The following table sets forth, with respect to the named executive
officers, information regarding the number and value of securities underlying
unexercised options for Titan's common stock held by

48
<PAGE>
them as of December 31, 1999, as well as the number and value of Titan shares
acquired by the named executive officers pursuant to stock options exercised
during 1999.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
NUMBER OF SHARES OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ---------------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Larry A. Oberkfell.......... -- -- -- 40,000 -- $1,054,980
Thomas Allen................ -- -- -- 15,000 -- $ 589,844
Kevin K. Claudio............ -- -- -- 30,000 -- $1,126,875
Gary Loda................... -- -- 7,500 17,500 $302,344 $ 677,969
</TABLE>

Dollar values in the table above are calculated by taking the fair market
value of Titan's common stock as of December 31, 1999, subtracting the per share
exercise price of the option and multiplying the result by the number of shares.
Options were granted at an exercise price equal to the fair market value of
Titan's common stock, as determined by Titan's board of directors on the date of
grant. 25% of the options listed in the table above vest on each anniversary of
the grant date. The board of directors has the right to accelerate the vesting
of these options. The term of the options is 10 years.

EMPLOYMENT AGREEMENTS

Pursuant to our contribution agreement with Titan, we assumed a letter
agreement dated October 7, 1999 which was further amended on October 18, 1999,
with Larry Oberkfell, our President and Chief Executive Officer, regarding the
terms of his employment. This agreement provides for an annual base salary of
$350,000 and provides that Mr. Oberkfell is entitled to participate in our
standard benefit programs generally available to all of our executive and
managerial employees. Under the terms of the letter agreement, Mr. Oberkfell
received a signing bonus of $30,000. The letter agreement provides for an annual
bonus of up to 75% of Mr. Oberkfell's salary and a car allowance. In accordance
with the terms of the letter agreement, we granted Mr. Oberkfell options to
purchase 1,863,354 shares of our Class A common stock at an exercise price of
$0.1438 per share and options to purchase 40,000 shares of Titan common stock at
an exercise price of $20.938 per share. These options vest at a rate of 25% per
year for four years, with the first 25% vesting on the first anniversary of the
date the options were granted and an additional 25% vesting on each subsequent
anniversary of that date. In addition, the letter agreement provides that we
will loan Mr. Oberkfell $375,000 to compensate him for deferred bonus
compensation he gave up as a result of leaving his former employer. We will
forgive this loan over a five year period unless Mr. Oberkfell voluntarily
terminates his employment with us or if we terminate him for cause. If we
terminate Mr. Oberkfell's employment within the first two years for reasons
other than if he is grossly negligent in the performance of his material work
duties, Mr. Oberkfell shall receive a payment equal to one year of base salary
at the then current rate. If we terminate Mr. Oberkfell's employment after the
first two years other than if he is grossly negligent in the performance of his
material work duties, Mr. Oberkfell shall receive a payment equal to six months
of base salary at the then current rate.

Pursuant to our contribution agreement with Titan, we assumed a letter
agreement dated July 14, 1999, with Kevin Claudio, our Vice President and Chief
Financial Officer, regarding the terms of his employment. This agreement
provides for an annual base salary of $129,000 and provides that Mr. Claudio is
entitled to participate in our standard benefit programs generally available to
all of our executive and managerial employees. The letter agreement provides for
an annual bonus of up to 25% of Mr. Claudio's salary and a car allowance of $300
per month. In accordance with the terms of the letter agreement, Mr. Claudio
received options to purchase 30,000 shares of Titan common stock at an exercise
price of $9.75 per share. These options vest at a rate of 25% per year for four
years, with the first 25% vesting on the first anniversary of the date the
options were granted and an additional 25% vesting on each subsequent
anniversary of that date. If we terminate Mr. Claudio's employment within

49
<PAGE>
the first year other than for cause, Mr. Claudio shall receive severance of
twelve months of base salary. If we terminate Mr. Claudio's employment after the
first year other than for cause, Mr. Claudio shall receive severance of six
months of base salary.

2000 EQUITY INCENTIVE PLAN

In August 2000, we adopted and our stockholders approved our 2000 Equity
Incentive Plan. Outstanding options will continue to be governed by the original
terms of those grants. We have reserved an aggregate of 2,170,800 shares of
common stock for issuance upon the exercise of stock awards granted to
employees, directors and consultants under the 2000 Equity Incentive Plan. The
2000 Equity Incentive Plan will terminate in August 2010, unless sooner
terminated by the board.

The 2000 Equity Incentive Plan permits the granting of options intended to
qualify as incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, to employees, including officers and
employee directors, and options that do not so qualify to employees, directors
and consultants, including non-employee directors. In addition, the 2000 Equity
Incentive Plan permits the granting of stock appreciation rights, or SARs, with
or independently of options, as well as stock bonuses and rights to purchase
restricted stock.

Options granted under the Directors' Plan vest monthly over a three-year
period. The exercise price of options under the Directors' Plan will equal 100%
of the fair market value of the common stock on the date of grant. Options
granted under the Directors' Plan are generally non-transferable.

The 2000 Equity Incentive Plan is administered by the board or a committee
appointed by the board. Subject to the limitations set forth in the 2000 Equity
Incentive Plan, the board has the authority to select the persons to whom grants
are to be made, to designate the number of shares to be covered by each stock
award, to determine whether an option is to be an incentive stock option or a
nonstatutory stock option, to establish vesting schedules, to specify the option
exercise price and the type of consideration to be paid upon exercise and,
subject to some restrictions, to specify other terms of stock awards.

The maximum term of options granted under the 2000 Equity Incentive Plan is
10 years. The aggregate fair market value, determined at the time of grant, of
the shares of common stock with respect to which incentive stock options are
exercisable for the first time by an optionee during any calendar year may not
exceed $100,000, or the options or portion thereof which exceed such limit,
according to the order in which they are granted, will be treated as
nonstatutory stock options. Options granted under the 2000 Equity Incentive Plan
generally are non-transferable and expire three months after the termination of
an optionee's service to us. In general, if an optionee is permanently disabled
or dies during his or her service to us, such person's options may be exercised
up to 12 months following such disability and following such death.

The exercise price of options granted under the 2000 Equity Incentive Plan
is determined by the board of directors in accordance with the guidelines set
forth in the 2000 Equity Incentive Plan. The exercise price of an option cannot
be less than 100% of the fair market value of the common stock on the date of
the grant. Options granted under the 2000 Equity Incentive Plan vest at the rate
specified in the option agreement. The exercise price of incentive stock options
granted to any person who at the time of grant owns stock representing more than
10% of the total combined voting power of all classes of our capital stock must
be at least 110% of the fair market value of such stock on the date of grant and
the term of such incentive stock options cannot exceed five years.

Any stock bonuses or restricted stock purchase awards granted under the 2000
Equity Incentive Plan will be in such form and will contain such terms and
conditions as the board deems appropriate. The purchase price under any
restricted stock purchase agreement will not be less than 85% of the fair market
value of the common stock on the date of grant. Stock bonuses and restricted
stock purchase agreements awarded under the 2000 Equity Incentive Plan are
generally non-transferable.

50
<PAGE>
Under the 2000 Equity Incentive Plan, shares subject to stock awards that
have expired or otherwise terminated without having been exercised in full again
become available for grant, but shares subject to exercised stock appreciation
rights will not again become available for grant. The board of directors has the
authority to reprice outstanding options and SARs and to offer optionees and
holders of SARs the opportunity to replace outstanding options and SARs with new
options or SARs for the same or a different number of shares.

Options granted under the 2000 Equity Incentive Plan vest in full upon a
specified change in control of our company, unless assumed or replaced with
similar options by the entity gaining control of our company.

As of the date hereof, options to purchase 349,374 shares of common stock
have been granted under the 2000 Equity Incentive Plan.

NONSTATUTORY STOCK OPTION PLAN

Our Nonstatutory Stock Option Plan will terminate on February 19, 2008. An
aggregate of 7,760,852 shares of Class A common stock currently are authorized
for issuance under the Nonstatutory Stock Option Plan. As of August 10, 2000,
options to purchase a total of 7,760,852 shares of our Class A common stock were
held by all participants under the Nonstatutory Stock Option Plan, and no shares
of our Class A common stock remained available for grant.

Our Nonstatutory Stock Option Plan provides for grants of nonstatutory stock
options to our officers and directors and the officers and directors of Titan.
Our Nonstatutory Stock Option Plan provides that we have a right to repurchase
shares received on the exercise of an option at the book value of those shares
if the purchaser terminates service prior to the completion of our initial
public offering and the listing of our stock on either The New York Stock
Exchange or The Nasdaq Stock Market.

In August 2000, several optionees agreed to exchange options we assumed
pursuant to our reorganization with Titan for options under our Nonstatutory
Stock Option Plan. Other than the provision described above, all substantive
provisions of the options, such as the exercise price, the vesting period and
the vesting commencement date, remained the same.

STOCK OPTIONS. Stock options are granted pursuant to stock option
agreements. After the completion of this offering, the exercise price for a
nonstatutory stock option cannot be less than 85% of the fair market value of
the common stock on the date of grant. Options granted under the Nonstatutory
Stock Option Plan vest at the rate specified in the option agreement.

The term of stock options granted under the Nonstatutory Stock Option Plan
may not run beyond February 19, 2008. Unless the terms of an optionee's stock
option agreement provide for earlier termination, in the event an optionee's
service relationship with us, or any affiliate of ours, ceases due to disability
or death, the optionee or his beneficiary may exercise any vested options up to
twelve months after the date such service relationship ends. If an optionee's
relationship with us, or any affiliate of ours, ceases for any reason other than
disability or death, the optionee may exercise any vested options up to 90 days
from cessation of service, unless the terms of the stock option agreement
provide for earlier termination.

Acceptable consideration for the purchase of common stock issued under the
Nonstatutory Stock Option Plan is determined by our board of directors and may
include cash, common stock previously owned by the optionee, a deferred payment
arrangement and other legal consideration approved by our board of directors.

51
<PAGE>
Generally, an optionee may not transfer a stock option other than by will or
the laws of descent or distribution unless the optionee holds a nonstatutory
stock option that provides otherwise. However, an optionee may designate a
beneficiary who may exercise the option following the optionee's death.

TAX LIMITATIONS ON STOCK OPTION GRANTS. Until our Class A common stock is
publicly traded, we cannot grant nonstatutory stock options to any person who,
at the time of the grant, owns or is deemed to own stock possessing more than
10% of the total combined voting power of SureBeam or any affiliate unless the
following conditions are satisfied:

- the option exercise price must be at least 110% of the fair market value
of the stock subject to the option on the date of grant; and

- the term of any incentive stock option award must not exceed five years
from the date of grant.

SECTION 162(m). Section 162(m) of the Code generally denies a corporate tax
deduction to publicly held corporations for some compensation paid to specified
employees in a taxable year to the extent that the compensation exceeds
$1,000,000 and is not paid based on performance.

CHANGES IN CONTROL. Under specified changes in control, all outstanding
options under the Nonstatutory Stock Option Plan either will be assumed,
continued or substituted for by any surviving entity. If the surviving entity
does not assume, continue or substitute for these awards, the vesting provisions
of these stock awards will be accelerated and these stock awards will be
terminated upon the change in control if not previously exercised.

PLAN ADMINISTRATION. Our board of directors administers the Nonstatutory
Stock Option Plan. Our board of directors may delegate authority to administer
the Nonstatutory Stock Option Plan to a committee. Subject to the terms of the
plan, our board of directors or its authorized committee determines recipients,
the numbers and types of stock awards to be granted, and the terms and
conditions of the stock awards including the period of their exercisability and
vesting. Subject to the plan limitations, our board of directors or its
authorized committee also determines the exercise price of options granted.

Our board of directors or its designated committee may, in its sole
discretion, include additional provisions in any option or award granted or made
under the Nonstatutory Stock Option Plan that are not inconsistent with the
Nonstatutory Stock Option Plan or applicable law. Our board of directors or its
designated committee may also, in its sole discretion, accelerate or extend the
date or dates on which all or any particular option or options granted under the
Nonstatutory Stock Option Plan may be exercised. In the event of a decline in
the value of our common stock, our board of directors or its designated
committee has the authority to offer optionees the opportunity to replace
outstanding higher priced options with new lower priced options.

EMPLOYEE STOCK PURCHASE PLAN

In August 2000, we adopted our Employee Stock Purchase Plan covering an
aggregate of 250,000 shares of common stock. The Purchase Plan is intended to
qualify as an employee stock purchase plan within the meaning of Section 423 of
the Code. Under the Purchase Plan, the board may authorize participation by
eligible employees, including officers, in periodic offerings following the
commencement of the Purchase Plan. The initial offering under the Purchase Plan
will commence on the effective date of this offering.

Unless otherwise determined by the board, employees are eligible to
participate in the Purchase Plan only if they are employed by us or our
subsidiary designated by the board for at least 20 hours per week and are
customarily employed by us or our subsidiary designated by the board for at
least five months per calendar year. Employees who participate in an offering
may have up to 15% of their earnings withheld under the Purchase Plan. The
amount withheld is then used to purchase shares of

52
<PAGE>
the common stock on specified dates determined by the board. The price of common
stock purchased under the Purchase Plan will be equal to 85% of the lower of the
fair market value of the common stock at the commencement date of each offering
period or the relevant purchase date. Employees may end their participation in
the offering at any time during the offering period, and participation ends
automatically on termination of employment with us.

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

TAX QUALIFIED PLANS

We are a participating employer in The Titan Corporation Consolidated
Retirement Plan. The Consolidated Plan is composed of two portions: (1) the
401(k) portion of the Consolidated Plan and (2) the Employee Stock Ownership
Plan portion of the Consolidated Plan as set forth below:

- 401(k) PLAN. The 401(k) portion of the Consolidated Plan is intended to be
a tax-qualified defined contribution plan under Subsections 401(a) and
401(k) of the Code. All employees who are at least 21 years old are
eligible to participate and may enter the 401(k) plan as of any
January 1, April 1, July 1 or October 1. Each participant may contribute
up to 15% of his or her pre-tax gross compensation to the savings plan,
subject to statutorily prescribed annual limits, which limit was $10,000
in calendar year 1999. We match employee contributions dollar-for-dollar,
up to a maximum of 5% of each participant's compensation. Each
participant's contributions, the matching contributions, and the
corresponding investment earnings, are generally not taxable to the
participants until withdrawn from the plan. Employee contributions and our
matching contributions are held in trust and invested by the savings plan
trustee as required by law. Individual participants may direct the trustee
to invest their accounts in authorized investment alternatives.

- EMPLOYEE STOCK OWNERSHIP PLAN. The Employee Stock Ownership Plan portion
of the Consolidated Plan is intended to be a tax-qualified defined
contribution plan under Subsection 401(a) and an employee stock ownership
plan under 4975(e)(7) of the Code. This portion of the plan is designed to
invest primarily in employer securities. All employees who are at least
21 years old and employed on December 31 of any plan year in which we make
a discretionary contribution are eligible to receive a portion of such
contribution. Our contributions are discretionary. Our contributions, and
the corresponding investment earnings, are generally not taxable to the
participants until withdrawn. Contributions are held in trust as required
by law. Certain individual participants who are at least 55 years old and
have participated in the Employee Stock Ownership Plan portion of the
Consolidated Plan for at least 10 years may direct the trustee to invest
up to 50% of their accounts in authorized investment alternatives.

LIMITATIONS ON DIRECTORS' AND EXECUTIVE OFFICERS' LIABILITY AND INDEMNIFICATION

Our bylaws provide that we shall indemnify our directors and executive
officers and may indemnify our other officers, employees and other agents to the
fullest extent permitted by Delaware law, except with respect to certain
proceedings initiated by such persons. We are also empowered under our bylaws to
enter into indemnification contracts with our directors and executive officers
and to purchase insurance on behalf of any person we are required or permitted
to indemnify. Pursuant to this

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<PAGE>
provision, we have entered into indemnification agreements with each of our
directors and executive officers.

In addition, our certificate of incorporation provides that no director will
be personally liable to us or our stockholders for monetary damages for any
breach of fiduciary duty as a director, except for liability:

- for any breach of the director's duty of loyalty to us or our
stockholders;

- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

- under Section 174 of the Delaware General Corporation Law; or

- for any transaction from which the director derives an improper personal
benefit.

Our certificate of incorporation also provides that if the Delaware General
Corporation Law is amended after the approval by our stockholders of the
restated certificate to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of our
directors shall be eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended. The provision does not affect a
director's responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

GENERAL

As long as Titan beneficially owns a majority of our voting power, Titan
will have the ability to elect all of the members of the board of directors and
ultimately control our management. Titan may control or influence all decisions
relating to our acquisitions, dispositions, credit facilities and borrowing
levels, the sale of our equity or debt securities, and the declaration and
payment of any dividends on our common stock. In addition, Titan will be able to
determine the outcome of any matter submitted to a vote of our stockholders for
approval and to cause or prevent us from engaging in a transaction that involves
a change in control. Dr. Gene Ray, the chairman of our board of directors, was
during our fiscal year ended December 31, 1999 and is currently the chairman of
the board of directors, president and chief executive officer of Titan.
Furthermore, Messrs. Costanza and DeMarco, each of whom is one of our executive
officers, also are executive officers of Titan.

Titan could decide to sell or otherwise dispose of all or a portion of our
common stock that it holds, whether those shares be Class B or Class A common
stock.

Titan has advised us that its current intent is to continue to hold all of
its outstanding shares of Class B common stock. Titan has also generally agreed,
in connection with this offering, not to sell or otherwise dispose of any shares
of our common stock or any security convertible into or exchangeable or
exercisable for our common stock for a period of 180 days after the date of this
prospectus, without the prior written consent of Merrill Lynch. After such
180-day period, Titan may sell or otherwise dispose of its Class B common stock.

Titan must beneficially own at least 80% of the total voting power of our
capital stock and 80% of any class of nonvoting capital stock to be able to
effect a tax-free distribution of its SureBeam stock to its stockholders in the
future. We currently do not have any class of nonvoting capital stock. Neither
Titan nor SureBeam currently contemplates that Titan will distribute its
majority interest to the Titan stockholders. We expect that Titan will continue
to own at least 80% of the total voting power of our capital stock after
completion of this offering. Titan may limit our future sale of equity
securities to preserve its ownership percentage and control of us.

Our bylaws provide that we shall indemnify our directors and officers to the
fullest extent permitted by Delaware law, including in circumstances in which
indemnification is otherwise discretionary under Delaware law. We also intend to
enter into indemnification agreements with our officers and directors. These
agreements may require us to pay or reimburse directors or officers for claims
brought against them and to advance expenses incurred by them in defending
claims. We also will maintain directors' and officers' insurance if available on
reasonable terms.

CONTRIBUTION AGREEMENT

In August 2000, we entered into a contribution agreement with Titan, a
holder of more than five percent of our outstanding common stock, and with
Dr. Gene W. Ray, one of our directors. Under the contribution agreement, Titan
contributed to us the assets and liabilities associated with Titan's electronic
food pasteurization business in exchange for 46,583,850 shares of our Class B
common stock and Dr. Ray contributed all of the shares he owned in our operating
company, SB Operating Co., in exchange for 232,919 shares of our Class A common
stock.

INTERCOMPANY CONTRACTUAL ARRANGEMENTS

Our relationship with Titan also is governed by a corporate services
agreement and a tax allocation agreement. We have not negotiated these
agreements at arm's length. As a result, the prices we pay to Titan for these
services may be higher than the costs we would incur from purchasing these
services from third parties or hiring additional staff to perform these
services.

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<PAGE>
The following are summaries of these agreements, which have been filed as
exhibits to the registration statement relating to this prospectus.

CORPORATE SERVICES AGREEMENT

Titan provides to us routine and ordinary corporate services, including
financial, insurance, accounting, employee benefits, payroll, tax and legal
services. Titan also provides us corporate planning, government relations and
corporate quality assurance services. We share certain Titan systems, including
its accounting system and human resource system. Because Titan engages in
government contracts work, Titan allocates costs to its subsidiaries based upon
government cost accounting requirements. We pay Titan for human resources
services based upon our percentage of the total number of Titan group employees.
We pay for other corporate services based upon the average of three percentages:
(1) the percentage of our payroll to the total payroll of the Titan group,
(2) the percentage of our operating revenues to the total operating revenues of
the Titan group and (3) the percentage of our average net book value which is
the sum of our tangible capital assets plus inventories to the total average net
book value of the tangible capital assets plus inventory of the Titan group as
of the end of the last fiscal year and as of the final day of each calendar
quarter in the current fiscal year. Titan may adjust its fees based upon its
assessment of our relative use of these services.

We have subleased approximately 6,800 square feet in San Diego, California
from Titan. Under the corporate services agreement, Titan provides us rent,
maintenance, property taxes, utilities, landlord pass-through expenses, property
insurance, reception desk services, telephone services and centralized mail and
postage and other services. We pay Titan an annual fee determined by our
percentage of Titan's annual costs for this facility. Our percentage is based
upon the percentage of the total square feet in the facility that we occupy.

The initial term of the corporate services agreement expires on
December 31, 2001. This agreement renews automatically unless we elect not to
renew by giving Titan notice. If the agreement is terminated, we cannot
guarantee that we will be able to replace these services in a timely manner or
at comparable cost.

TAX ALLOCATION AGREEMENT

As long as Titan maintains beneficial ownership of at least 80% of the total
voting power of our capital stock and 80% of the total value of our outstanding
common stock, we will be included in Titan's consolidated federal income tax
returns. Following completion of this offering, we expect to file separate
federal income tax returns.

We and Titan have entered into a tax allocation agreement. Under the tax
allocation agreement, we have agreed to pay to the applicable tax authorities an
amount generally equal to the tax liability that we would have incurred if we
had prepared and filed a separate return. Titan has broad discretion in
determining the amount of separate taxable income and tax liability that we
would realize on such a separate return. In computing this separate tax
liability, our tax attributes, including net operating loss and tax credit
carryovers, will be deemed to be the amount that we would have had if we had
always owned the businesses transferred to us by Titan.

As a member of the Titan group for purposes of filing consolidated federal
income tax returns, we will be liable for the federal income tax of the Titan
group if Titan or any member of the group fails to pay its taxes. Titan will
indemnify us against any taxes for which Titan is liable and any costs and
expenses arising out of Titan's failure to pay its share of taxes.

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<PAGE>
ALLOCATED COSTS

Tax administrative, corporate services and facilities costs were $951,000
for the year ended December 31, 1999. Because the corporate services agreement
and tax allocation agreement were not in place for any of the years then ended,
these costs were allocated to us by Titan. Had the corporate services agreement
and tax allocation agreement been in place for the December 31, 1999 fiscal
year, the costs allocated to us by Titan for those years would have been
determined pursuant to the provisions of those agreements. Our tax
administrative, corporate services and facilities costs were $578,000 for the
six months ended June 30, 2000. Each of the corporate services agreement and tax
allocation agreement became effective on August 4, 2000, so our tax
administrative, corporate services and facilities costs for the six months ended
June 30, 2000 were allocated to us by Titan until such date, and thereafter were
determined pursuant to the provisions of those agreements.

EMPLOYEE BENEFIT PLANS

Our employees are eligible to participate in the Titan benefit plans. Those
plans include a 401(k) plan, an employee stock ownership plan, a non-qualified
executive deferred compensation plan, an employee stock purchase plan, and a
health and welfare cafeteria plan. The direct cost of these plans for our
employees are charged by Titan to us.

SUBORDINATED PROMISSORY NOTE

As of August 4, 2000, we owed approximately $39 million to Titan under a
subordinated, unsecured promissory note. Under this note, Titan has committed to
lend us a maximum of $75.0 million. Amounts unborrowed under the note cannot be
canceled by Titan. The amount outstanding under the note is due in August 2005
and bears interest, payable quarterly, at the greater of the rate of 10% per
annum or Titan's effective weighted average interest rate under its senior
credit facility, subject to applicable limits on interest rates established by
law. Titan's effective weighted average interest rate is calculated at any given
period of time by multiplying the daily balance of Titan's total bank debt
outstanding times the applicable interest rate for that day, which yields an
interest expense for that day. The sum of the daily interest expense amounts is
divided by the sum of the daily balances of the total bank debt outstanding to
yield a daily effective weighted average interest rate that is then multiplied
by 365 to yield an annual effective weighted average interest rate. Titan's
effective weighted average interest rate under its senior credit facility as of
June 30, 2000 was 10.45%. We may, with Titan's approval, prepay amounts
outstanding under the promissory note with the net proceeds of any asset sales
we make that are not in the ordinary course of business or if we obtain a credit
facility from a third party lender and the facility permits the use of proceeds
to repay existing indebtedness. We cannot use any of the proceeds of this
offering to pay amounts outstanding under the promissory note or under any
indebtedness we incur to refinance the promissory note.

OTHER RELATED PARTY TRANSACTIONS

Pursuant to our reorganization with Titan, we assumed a loan agreement with
Larry Oberkfell, our President and Chief Executive Officer. The loan agreement
was for a principal of $375,000 and bears interest at 8% per year. We will
forgive this loan over a five year period unless Mr. Oberkfell voluntarily
terminates his employment with us or if we terminate him for cause.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial
ownership of common stock as of August 10, 2000 by:

- each person who is known by us to own beneficially more than five percent
of our common stock;

- each of our directors and named executive officers; and

- all directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person or a group and the percentage ownership of that
person or group, shares of our common stock subject to options or warrants held
by that person or group currently exercisable or exercisable within 60 days of
August 10, 2000 are deemed outstanding. These shares, however, are not deemed
outstanding for computing the percentage ownership of any other person. Except
as indicated by footnote, and subject to community property laws where
applicable, the stockholders named in the table below have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them. Percentage ownership is based on 49,052,792 shares
of common stock outstanding as of August 10, 2000, together with applicable
options and warrants for each stockholder. Unless otherwise indicated, the
address of each person listed below is in the care of SureBeam Corporation, 3033
Science Park Road, San Diego, California 92121.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO THE OFFERING AFTER THE OFFERING
------------------------- -------------------------
BENEFICIAL OWNER NUMBER PERCENTAGE NUMBER PERCENTAGE
---------------- ------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
The Titan Corporation(1)......................... 46,583,850 95.0% 46,583,850 83.6%
Thomas Allen(2).................................. 232,919 * 232,919 *
Kevin K. Claudio................................. -- -- -- --
Susan Golding.................................... -- -- -- --
Gary Loda(2)..................................... 232,919 * 232,919 *
Larry A. Oberkfell............................... -- -- -- --
Gene W. Ray, Ph.D................................ 232,919 * 232,919 *
Donald Segal..................................... -- -- -- --
All executive officers and directors as a
group(2)....................................... 698,757 1.4% 698,757 1.2%
</TABLE>

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

* Represents beneficial ownership of less than one percent

(1) Represents shares of Class A common stock issuable upon conversion of
46,583,850 shares of Class B common stock currently held by Titan. Titan has
pledged its shares of our Class B common stock as security for its
obligations under its credit facility. If an unremedied default occurs under
that credit facility, the lenders under this credit facility could cause all
the shares of our Class B common stock held by Titan to be registered in the
name of its agent, which would result in a change of control of us. Upon
completion of this offering, the number of shares owned by Titan will
represent approximately 98% of our voting power.

(2) Includes shares which certain of our executive officers and directors have
the right to acquire within 60 days of August 10, 2000 pursuant to
outstanding options, as follows:

- Thomas Allen, 232,919 shares;

- Gary Loda, 232,919 shares; and

- all executive officers and directors as a group, 465,838 shares.

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DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 100,000,000 shares of Class A
common stock, $0.001 par value per share and 50,000,000 shares of Class B common
stock, $0.001 par value per share. These figures for our authorized Class A and
Class B common stock reflect the increases in our authorized common stock
described in the "Capitalization" section of this prospectus. As of the date
hereof, 2,468,942 shares of our Class A common stock, and 46,583,850 shares of
our Class B common stock are issued and outstanding. All of our Class B common
stock is held by Titan. Of the 100,000,000 shares of Class A common stock
authorized, 6,700,000 are being offered in this offering, 46,583,850 shares will
be reserved for issuance upon conversion of Class B common stock into Class A
common stock and 10,181,652 shares have been reserved for issuance pursuant to
certain employee benefits plans. An additional 1,005,000 shares of Class A
common stock will be offered in this offering if the underwriters'
over-allotment is exercised in full.

COMMON STOCK

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

Effective as of the first time at which Titan shall cease to be the
beneficial owner of an aggregate of at least a majority of the voting power of
the voting stock of SureBeam then outstanding, amendments to certain provisions
of the certificate of incorporation will require the approval of 80% of the
combined voting power of all Class A common stock and Class B common stock,
voting together as a single class.

DIVIDENDS. Holders of Class A common stock and Class B common stock will
share in an equal amount per share in any dividend declared by the board of
directors, subject to any preferential rights of any outstanding preferred
stock. Dividends consisting of shares of Class A common stock and Class B common
stock may be paid only as follows: (1) shares of Class A common stock may be
paid only to holders of Class A common stock and shares of Class B common stock
may be paid only to holders of Class B common stock and (2) shares shall be paid
proportionally with respect to each outstanding share of Class A common stock
and Class B common stock.

CONVERSION. Each share of Class B common stock is convertible at the
holder's option into one share of Class A common stock. Additionally, each share
of Class B common stock shall automatically

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convert into one share of Class A common stock if at any time prior to a
tax-free spin-off the number of outstanding shares of Class B common stock owned
by Titan, any of its subsidiaries, any single unrelated person who receives
shares of Class B common stock representing more than 50% of our outstanding
common stock from Titan or any of its subsidiaries in a single transaction, or
any subsidiary of that unrelated person represents less than 50% of the total
voting power of SureBeam. We refer to any such unrelated person herein as a
"Class B transferee."

Except as provided below, any shares of Class B common stock transferred to
a person other than Titan or any of its subsidiaries or any Class B transferee
shall automatically convert to shares of Class A common stock upon such
disposition. Shares of Class B common stock representing more than 50% of the
outstanding common stock of SureBeam transferred by Titan or any of its
subsidiaries in a single transaction to a Class B transferee or any subsidiary
of the Class B transferee shall not automatically convert to shares of Class A
common stock upon such disposition. Any shares of Class B common stock retained
by Titan or its subsidiaries following any such transfer of shares of Class B
common stock to the Class B transferee shall automatically convert into shares
of Class A common stock upon such transfer.

If SureBeam later determines that it is in its best interest to have Titan
spin-off its Class B common stock to the stockholders of Titan and Titan elects
to effect the spin-off, then the Class B common stock shall no longer be
convertible into shares of Class A common stock at the option of the holder
thereof. The shares of Class B common stock shall automatically convert into
shares of Class A common stock on the fifth anniversary of the tax-free
spin-off, unless prior to such transaction, Titan, or the Class B transferee, as
the case may be, delivers to SureBeam an opinion of counsel reasonably
satisfactory to SureBeam to the effect that (1) such conversion could adversely
affect the ability of Titan, or the Class B transferee, as the case may be, to
obtain a favorable ruling from the Internal Revenue Service that the transfer
would be a tax-free spin-off or (2) the Internal Revenue Service has adopted a
general non-ruling policy on tax-free spin-offs and that such conversion could
adversely affect the status of the transaction as a tax-free spin-off, in which
case no such conversion shall take place.

OTHER RIGHTS. On liquidation, dissolution or winding up of SureBeam, after
payment in full of the amounts required to be paid to holders of preferred
stock, if any, all holders of common stock, regardless of class, are entitled to
share ratably in any assets available for distribution to holders of shares of
common stock. No shares of either class of common stock are subject to
redemption or have preemptive rights to purchase additional shares of common
stock. Upon consummation of the offering, all the outstanding shares of Class A
common stock and Class B common stock will be legally issued, fully paid and
nonassessable.

PREFERRED STOCK

Under our certificate of incorporation, our board of directors has the
authority, without further action by stockholders, to designate shares of
preferred stock in one or more series and to fix the rights, preferences,
privileges, qualifications and restrictions granted to or imposed upon the
preferred stock, including dividend rights, conversion rights, voting rights,
rights and terms of redemption, liquidation preference and sinking fund terms,
any or all of which may be greater than the rights of the common stock. The
issuance of preferred stock could adversely affect the voting power of holders
of common stock and reduce the likelihood that common stockholders will receive
dividend payments and payments upon liquidation. The issuance could have the
effect of decreasing the market price of the common stock. The issuance of
preferred stock also could have the effect of delaying, deterring or preventing
a change in control of SureBeam. We have no present plans to issue any
additional shares of preferred stock.

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REGISTRATION RIGHTS

In May 2000, we issued warrants to each of Cloverleaf Cold Storage Co., or
Cloverleaf, and Applied Power Associates, Inc., or APA, to purchase shares of
our capital stock. Cloverleaf and APA will exercise these warrants concurrent
with the closing of this offering for a total of 2,236,023 shares of our
Class A common stock. Each of Cloverleaf and APA has certain registration rights
under these warrants. If we propose to register any of our securities under the
Securities Act, they have the right to require us to use our best efforts to
include all or a portion of their shares of Class A common stock in such
registration. The managing underwriter, if any, of any such offering will have
the right to limit or exclude registrable securities from such registration. In
connection with this offering, each investor has waived their right to our
obligations under the above mentioned registration rights to cause their shares
of our Class A common stock to be included in this offering and to comply with
the specific notice requirements of the registration rights with respect to this
offering. These registration rights do not apply to registrations in connection
with our employee benefit plans, a dividend or interest reinvestment plan, or
mergers, consolidations and acquisitions of assets. The warrants provide that
these registration rights will terminate three years after the applicable date
of the warrant.

ANTI-TAKEOVER PROVISIONS

DELAWARE LAW. We are governed by the provisions of Section 203 of the
Delaware General Corporation Law. In general, Section 203 prohibits a publicly
held Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. Generally, a "business
combination" includes a merger, asset sale or other transaction resulting in a
financial benefit to the stockholder. An "interested stockholder" is a person
who, together with affiliates and associates, owns or, within three prior years,
did own, 15% or more of the corporation's outstanding voting stock. The statute
could have the effect of delaying, deferring or preventing a change in our
control.

CERTIFICATE OF INCORPORATION AND BYLAW PROVISIONS. Our certificate of
incorporation and bylaws, provide that the board of directors will be divided
into three classes of directors, with each class serving a staggered three-year
term. The classification system of electing directors may tend to discourage a
third party from making a tender offer or otherwise attempting to obtain control
of us and may maintain the composition of the board of directors, as the
classification of the board of directors generally increases the difficulty of
replacing a majority of directors. Our certificate provides that any action
required or permitted to be taken by our stockholders must be effected at a duly
called annual or special meeting of stockholders and may not be effected by any
consent in writing. In addition, our bylaws provide that special meetings of our
stockholders may be called only by the Chairman of the board of directors, our
Chief Executive Officer, or by the board of directors pursuant to a resolution
adopted by a majority of the total number of authorized directors. Our
certificate also specifies that the authorized number of directors may be
changed only by resolution of the board of directors and does not include a
provision for cumulative voting for directors. Under cumulative voting, a
minority stockholder holding a sufficient percentage of a class of shares may be
able to ensure the election of one or more directors. These and other provisions
contained in our amended certificate and bylaws could delay or discourage
certain types of transactions involving an actual or potential change in control
of us or our management, including transactions in which stockholders might
otherwise receive a premium for their shares over then current prices. Such
provisions could also limit the ability of stockholders to remove current
management or approve transactions that stockholders may deem to be in their
best interests and could adversely affect the price of our common stock.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our Class A common stock is American
Stock Transfer & Trust Co.

QUOTATION ON THE NASDAQ STOCK MARKET'S NATIONAL MARKET

We have applied for quotation of our Class A common stock on The Nasdaq
National Market under the trading symbol "SURE."

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common
stock. Future sales of substantial amounts of common stock in the public market
could adversely affect prevailing market prices. Furthermore, since only a
limited number of shares will be available for sale shortly after this offering
because of contractual and legal restrictions on resale, sales of substantial
amounts of our common stock in the public market after the restrictions lapse
could adversely affect prevailing market prices and our ability to raise equity
capital in the future.

Upon completion of this offering, we will have 55,752,792 shares of common
stock outstanding, assuming no exercise of options after August 10, 2000 based
on shares outstanding as of August 10, 2000. Of these shares, the 6,700,000
shares sold in this offering, plus any shares issued upon exercise of the
underwriters' over-allotment option, will be freely transferable without
restriction or registration under the Securities Act, except for shares
purchased by any of our existing "affiliates," which generally include officers,
directors or 10% shareholders, as that term is defined in Rule 144 under the
Securities Act. The remaining 49,052,792 shares of common stock outstanding upon
completion of this offering are "restricted securities" within the meaning of
Rule 144 under the Securities Act. These shares may be sold in the public market
only if registered, or if they qualify for an exemption from registration under
Rule 144, 144(k) or 701 promulgated under the Securities Act, each of which is
summarized below.

Including our directors and executive officers, holders of a total of
49,052,792 shares of common stock, have entered into lock-up agreements
generally providing that they will not, without the prior written consent of
Merrill Lynch, Pierce, Fenner & Smith Incorporated., directly or indirectly,
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, or otherwise dispose of or transfer any shares of common stock or
any securities convertible into or exercisable or exchangeable for common stock,
subject to certain exceptions, for a period of 180 days after the date of this
prospectus. We have entered into a similar agreement with Merrill Lynch. As a
result of these contractual restrictions, notwithstanding possible earlier
eligibility for sale under the provisions of Rules 144, 144(k) and 701, shares
subject to lock-up agreements will not be eligible for sale until these
agreements expire or are waived by Merrill Lynch. Taking into account the
lock-up agreements, and assuming Merrill Lynch does not release the parties from
these agreements, the following shares will be eligible for sale in the public
market at the following times:

- beginning on the effective date of this offering, 6,700,000 shares will be
immediately available for sale in the public market;

- beginning 180 days after the date of this prospectus, the expiration date
of the lock-up agreements, approximately 232,919 shares will be eligible
for sale pursuant to Rules 144, 144(k) and 701; and

- an additional 48,819,873 shares will become eligible for sale pursuant to
Rule 144 beginning approximately one year after the date of this
prospectus. Shares eligible to be sold by affiliates pursuant to Rule 144
are subject to the volume restrictions described below.

RULE 144. In general, under Rule 144 as currently in effect, beginning
90 days after the date of this prospectus, a person, or persons whose shares are
aggregated, who has beneficially owned restricted securities for at least one
year, including the holding period of any prior owner other than an affiliate,
is entitled to sell within any three-month period a number of shares that does
not exceed the greater of (1) 1% of our then outstanding shares of common stock,
approximately 557,527 shares immediately after this offering, or (2) the average
weekly trading volume of our common stock on the Nasdaq National Market during
the four calendar weeks preceding the date on which notice of the sale is filed
with the SEC. Sales under Rule 144 are also subject to manner of sale
provisions, notice requirements and the availability of current public
information about us. Under Rule 144(k), a person who is not deemed to have been
one of our affiliates at any time during the three months preceding a sale, and
who has beneficially owned the shares proposed to be sold for at least two
years, may sell

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such shares without complying with the manner of sale, public information,
volume limitation, or notice provisions of Rule 144.

RULE 701. Beginning 90 days after the effective date of this prospectus,
subject to contractual restrictions, any of our employees, consultants or
advisors who purchased shares from us prior to the closing of this offering
pursuant to a written compensatory plan or contract may be entitled to rely on
the resale provisions of Rule 701. Rule 701 permits affiliates to sell their
Rule 701 shares under Rule 144 without complying with the holding period
requirements of Rule 144. Rule 701 further provides that persons other than
affiliates may sell shares in reliance on Rule 144 without having to comply with
the holding period, public information, volume limitation, or notice provisions
of Rule 144.

STOCK PLAN. As of August 10, options to purchase 7,760,852 shares of common
stock pursuant to our Nonstatutory Stock Option Plan were outstanding, of which
1,453,408 shares were exercisable. There are no option shares remaining
available for grant under our Nonstatutory Stock Option Plan. In addition we
have reserved 2,170,800 shares of common stock for future issuance under our
2000 stock incentive plan and 250,000 shares of common stock for future issuance
under our 2000 employee stock purchase plan. As of August 10, 2000, options to
purchase 349,374 were outstanding, of which no shares were exercisable. No
shares have been issued to date under these plans.

After the closing of this offering, we intend to file registration
statements under the Securities Act to register shares to be issued pursuant to
our stock plans. Such registration statements are expected to become effective
immediately upon filing, and shares covered by such registration statements will
then become eligible for sale in the public market. As a result, shares issued
pursuant to our 1998 Stock Option Plan, our 2000 Stock Incentive Plan and our
2000 Employee Stock Purchase Plan, after the effectiveness of such registration
statements, also will be freely transferable in the public market, subject to
Rule 144 limitations applicable to affiliates, vesting restrictions and
expiration of lock-up agreements.

LOCK-UP AGREEMENTS. All of our executive officers and directors and all of
our stockholders have signed lock-up agreements. Under these agreements, they
have agreed, among other things, not to transfer or dispose of any shares of our
common stock, or securities convertible into shares of common stock, for a
period of 180 days after the date of this prospectus. Transfers or dispositions
can be made sooner with the prior written consent of Merrill Lynch. This consent
may be given at any time without public notice.

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UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First
Boston Corporation, First Union Securities, Inc. and A.G. Edwards & Sons, Inc.
are acting as representatives of the underwriters named below. Subject to the
terms and conditions described in a purchase agreement between us and the
underwriters, we have agreed to sell to the underwriters, and the underwriters
severally and not jointly have agreed to purchase from us, the number of shares
listed opposite their names below.

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated......................................
Credit Suisse First Boston Corporation......................
First Union Securities, Inc.................................
A. G. Edwards & Sons, Inc...................................
-------------
Total............................................. 6,700,000
=============
</TABLE>

Subject to the terms and conditions in the purchase agreement, the
underwriters have agreed to purchase all the shares of our common stock being
sold pursuant to the purchase agreement if any of these shares of our common
stock are purchased. If an underwriter defaults, the purchase agreement provides
that the purchase commitments of the nondefaulting underwriters may be increased
or the purchase agreement may be terminated.

We and Titan have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments the underwriters may be required to make in respect of those
liabilities.

The underwriters are offering the shares of our common stock, subject to
prior sale, when, as and if issued to and accepted by them, subject to approval
of legal matters by their counsel, including the validity of the shares, and
other conditions contained in the purchase agreement, such as the receipt by the
underwriters of officers' certificates and legal opinions. The underwriters
reserve the right to withdraw, cancel or modify offers to the public and to
reject orders in whole or in part.

COMMISSIONS AND DISCOUNTS

The representatives have advised us that the underwriters propose initially
to offer the shares of our common stock to the public at the initial public
offering price on the cover page of this prospectus and to dealers at that price
less a concession not in excess of $ per share. The underwriters may allow,
and the dealers may reallow, a discount not in excess of $ per share to
other dealers. After the initial public offering, the public offering price,
concession and discount may be changed.

The following table shows the public offering price, underwriting discount
to be paid by us to the underwriters and the proceeds, before expenses, to us.
This information assumes either no exercise or full exercise by the underwriters
of their over-allotment options.

<TABLE>
<CAPTION>
PER SHARE WITHOUT OPTION WITH OPTION
--------- -------------- -----------
<S> <C> <C> <C>
Public offering price..................................... $ $ $
Underwriting discount..................................... $ $ $
Proceeds, before expenses, to SureBeam.................... $ $ $
</TABLE>

The expenses of this offering, not including the underwriting discount, are
estimated at $1,652,231 and are payable by us.

64
<PAGE>
OVER-ALLOTMENT OPTION

We have granted an option to the underwriters to purchase up to
1,005,000 additional shares of our common stock at the initial public offering
price less the underwriting discount. The underwriters may exercise this option
for 30 days from the date of this prospectus solely to cover any
over-allotments. If the underwriters exercise this option, each underwriter will
be obligated, subject to conditions contained in the purchase agreement, to
purchase a number of additional shares of our common stock proportionate to that
underwriter's initial amount reflected in the above table.

NO SALES OF SIMILAR SECURITIES

We, our executive officers and directors, and holders of 100% of our stock
have agreed, with exceptions, not to sell or transfer any shares of our common
stock for 180 days after the date of this prospectus without first obtaining the
written consent of Merrill Lynch. Specifically, we and these other individuals
have agreed not to directly or indirectly:

- offer, pledge, sell or contract to sell any shares of our common stock;

- sell any option or contract to purchase any shares of our common stock;

- purchase any option or contract to sell any shares of our common stock;

- grant any option, right or warrant for the sale of any shares of our
common stock;

- lend or otherwise dispose of or transfer any shares of our common stock;

- request or demand that we file a registration statement related to any
shares of our common stock; or

- enter into any swap or other agreement that transfers, in whole or in
part, the economic consequences of ownership of any common stock whether
any such swap or transaction is to be settled by delivery of shares or
other securities, in cash or otherwise.

This lock-up provision applies to shares of our common stock and to
securities convertible into, or exchangeable or exercisable for, or repayable
with, shares of our common stock. Subject to certain exceptions, it also applies
to shares of our common stock owned now or acquired later by the person
executing the agreement or for which the person executing the agreement later
acquires the power of disposition.

Before this offering, there has been no public market for our common stock.
The initial public offering price will be determined through negotiations
between us and Merrill Lynch. In addition to prevailing market conditions, the
factors to be considered in determining the initial public offering price are:

- the valuation multiples of publicly traded companies that the
representatives believe to be comparable to us;

- our financial information;

- the history of, and the prospects for, our company and the industry in
which we compete;

- an assessment of our management, its past and present operations, and the
prospects for, and timing of, our future revenues;

- the present state of our development; and

- the above factors in relation to market values and various valuation
measures of other companies engaged in activities similar to ours.

65
<PAGE>
An active trading market for the shares of our common stock may not develop.
It is also possible that after this offering the shares will not trade in the
public market at or above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares of our
common stock in the aggregate to accounts over which they exercise discretionary
authority.

QUOTATION ON THE NASDAQ NATIONAL MARKET

Application has been made for quotation of the shares on the Nasdaq National
Market under the symbol "SURE."

PRICE STABILIZATION, SHORT POSITIONS AND PENALTY BIDS

Until the distribution of the shares of our common stock is completed, rules
of the Securities and Exchange Commission may limit underwriters and selling
group members from bidding for and purchasing our common stock. However, the
representatives may engage in transactions that stabilize the price of the
common stock, such as bids or purchases to peg, fix or maintain that price.

If the underwriters create a short position in the common stock in
connection with the offering, i.e., if they sell more shares of our common stock
than are listed on the cover of this prospectus, the representatives may reduce
that short position by purchasing shares of our common stock in the open market.
The representatives may also elect to reduce any short position by exercising
all or part of the over-allotment option described above. Purchases of shares of
common stock to stabilize its price or to reduce a short position may cause the
price of the common stock to be higher than it might be in the absence of such
purchases.

The representatives may also impose a penalty bid on underwriters and
selling group members. This means that if the representatives purchase shares of
our common stock in the open market to reduce the underwriter's short position
or to stabilize the purchase of such shares, they may reclaim the amount of the
selling commission from the underwriters and selling group members who sold
those shares. The imposition of a penalty bid may also affect the price of the
shares of our common stock in that it discourages resales of those shares.

Neither we nor any of the underwriters make any representation or prediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the common stock. In addition, neither we nor any
of the underwriters make any representation that the representatives or the lead
managers will engage in these transactions or that these transactions, once
commenced, will not be discontinued without notice.

OTHER RELATIONSHIPS

Some of the underwriters and their affiliates have engaged in, and may in
the future engage in, investment banking and other commercial dealings in the
ordinary course of business with us. They have received customary fees and
commissions for these transactions.

Titan Corporation has a $425 million credit facility with a syndicate of
lenders represented by Credit Suisse First Boston, New York Branch, an affiliate
of Credit Suisse First Boston Corporation, as lead arranger and administrative
agent for the lenders, and First Union Securities, Inc., as co-arranger and
syndication agent. Both Credit Suisse First Boston Corporation and First Union
Securities are underwriters in the offering.

66
<PAGE>
LEGAL MATTERS

The validity of the common stock offered by this prospectus will be passed
on for SureBeam by Cooley Godward LLP, San Diego, California. Certain legal
matters will be passed on for the underwriters by Brown & Wood LLP, New York,
New York.

EXPERTS

The audited financial statements of SureBeam Corporation as of December 31,
1998 and 1999 and for each of the three years in the period ended December 31,
1999 included in this prospectus and elsewhere in the registration statement
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the
Securities Act with respect to the common stock offered hereby. This prospectus,
which constitutes a part of the registration statement, does not contain all of
the information set forth in the registration statement or the exhibits and
schedules which are part of the registration statement. For further information
with respect to SureBeam and the common stock offered by this prospectus, we
refer you to the registration statement and the exhibits and schedules filed as
part of the registration statement. You may read and copy any document we file
at the SEC's public reference facilities in Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of
the SEC located at Seven World Trade Center, Suite 1300, New York, New York
10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. You may also obtain copies of such materials from the Public
Reference Room of the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our
SEC filings are also available to the public from the SEC's website at
http://www.sec.gov.

Upon completion of this offering, we will become subject to the information
and periodic reporting requirements of the Securities Exchange Act of 1934, as
amended, and, in accordance therewith, will file periodic reports, proxy
statements and other information with the SEC. These periodic reports, proxy
statements and other information will be available for inspection and copying at
the SEC's public reference rooms and the website of the SEC referred to above.

67
<PAGE>
SUREBEAM CORPORATION

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Pro Forma Financial Statements (Unaudited):
Unaudited Pro Forma Financial Information............... F-2
Pro Forma Combined Statements of Operations
(Unaudited)............................................ F-3
Pro Forma Combined Balance Sheet (Unaudited)............ F-5
Notes to Pro Forma Combined Financial Statements
(Unaudited)............................................ F-6

Financial Statements:
Report of Independent Public Accountants................ F-8
Balance Sheets.......................................... F-9
Statements of Operations................................ F-10
Statements of Stockholders' Equity...................... F-11
Statements of Cash Flows................................ F-12
Notes to Financial Statements........................... F-13
</TABLE>

F-1
<PAGE>
SUREBEAM CORPORATION
UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma financial information set forth below presents our
financial position and results of operations as of June 30, 2000 and for the
year ended December 31, 1999 and for the six months ended June 30, 2000 as if
the contribution by Titan to us of the electronic food pasteurization business
in August 2000 had occurred as of January 1, 1999 for results of operations
purposes and as of June 30, 2000 for balance sheet purposes. The unaudited pro
forma financial statements for all periods presented reflect only the results of
operations and financial position of our electronic food pasteurization business
and our historical financial statements have been adjusted to eliminate the
operations of the medical equipment sterilization business and the linear
electron beam accelerator business which have been retained by Titan.

The unaudited pro forma financial statments have been prepared on the basis
of preliminary assumptions and estimates. The unaudited pro forma financial
statements may not be indicative of the financial position or results of
operations that would have been achieved if the contribution of the electronic
food pasteurization business had been affected on the date indicated, or which
may be achieved in the future. The unaudited pro forma financial statements and
notes thereto should be read in conjunction with "Selected Historical and Pro
Forma Financial Information," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and the financial statements of SureBeam
Corporation included elsewhere in this prospectus.

F-2
<PAGE>
SUREBEAM CORPORATION

PRO FORMA COMBINED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1999

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
SUREBEAM (NOTE 3) SUREBEAM
---------- ----------- ---------
<S> <C> <C> <C>
Revenues.................................................... $14,339 $(10,548)(a) $ 3,791
Cost of revenues............................................ 8,576 (5,958)(a) 2,618
------- -------- -------
Gross profit.............................................. 5,763 (4,590) 1,173
------- -------- -------
Selling, general and administrative expenses................ 4,138 (3,005)(b) 1,133
------- -------- -------
Income (loss) from operations............................... 1,625 (1,585) 40
Interest expense-net........................................ 1,299 -- (c) 1,299
------- -------- -------
Income (loss) before income taxes........................... 326 (1,585) (1,259)
Income tax provision (benefit).............................. 121 (499)(d) (378)
------- -------- -------
Net income (loss)........................................... $ 205 $ (1,086) $ (881)
======= ======== =======
Basic earnings (loss) per share:
Net income (loss)......................................... $ 0.00 $ (0.03) $ (0.02)
======= ======== =======
Weighted average shares--basic.............................. 46,630 -- 46,630
======= ======== =======
Diluted earnings (loss) per share:
Net income (loss)......................................... $ 0.00 $ (0.03) $ (0.02)
======= ======== =======
Weighted average shares--diluted............................ 53,082 (6,452) 46,630
======= ======== =======
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED PRO FORMA
FINANCIAL STATEMENTS.

F-3
<PAGE>
SUREBEAM CORPORATION

PRO FORMA COMBINED STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2000

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
SUREBEAM (NOTE 3) SUREBEAM
---------- ----------- ---------
<S> <C> <C> <C>
Revenues.................................................... $13,091 $(3,830)(a) $9,261
Cost of revenues............................................ 7,973 (2,989)(a) 4,984
------- ------- ------
Gross profit.............................................. 5,118 (841) 4,277
------- ------- ------
Selling, general and administrative expenses................ 4,349 (1,209)(b) 3,140
------- ------- ------
Income (loss) from operations............................... 769 (368) 1,137
Interest expense-net........................................ 1,379 230 (c) 1,609
------- ------- ------
Income (loss) before income taxes........................... (610) (138) (472)
Income tax provision (benefit).............................. (183) (41)(d) (142)
------- ------- ------
Net income (loss)........................................... $ (427) $ (97) $ (330)
======= ======= ======
Basic earnings (loss) per share:
Net income (loss)......................................... $ (0.01) $ -- $(0.01)
======= ======= ======
Weighted average shares--basic.............................. 46,817 -- 46,817
======= ======= ======
Diluted earnings (loss) per share:
Net income (loss)......................................... $ (0.01) $ -- $(0.01)
======= ======= ======
Weighted average shares--diluted............................ 46,817 -- 46,817
======= ======= ======
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED PRO FORMA
FINANCIAL STATEMENTS.

F-4
<PAGE>
SUREBEAM CORPORATION

PRO FORMA COMBINED BALANCE SHEET

JUNE 30, 2000

(IN THOUSANDS, EXCEPT SHARE INFORMATION)

(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
SUREBEAM (NOTE 3) SUREBEAM
---------- ----------- ---------
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash...................................................... $ -- $ -- $ --
Accounts receivable--net.................................. 6,280 (1,724)(e) 4,556
Inventory................................................. 3,158 (584)(e) 2,574
Prepaid expenses and other................................ 1,565 (70)(e) 1,495
------- -------- --------
Total current assets.................................... 11,003 (2,378) 8,625
Property and equipment--net................................. 17,929 (10,519)(e) 7,410
Intangible assets--net...................................... 6,005 (1,160)(f) 4,845
Other assets................................................ 7,116 (67)(e) 7,049
------- -------- --------
Total assets............................................ $42,053 $(14,124) $ 27,929
======= ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable.......................................... $ 3,344 $ (337)(e) $ 3,007
Accrued compensation and benefits......................... 711 (162)(g) 549
Other current liabilities................................. 454 -- 454
Current portion of capital lease obligations.............. 132 (132)(h) --
------- -------- --------
Total current liabilities............................... 4,641 (631) 4,010
------- -------- --------
Capital lease obligations................................... 1,126 (1,126)(h) --
------- -------- --------
Subordinated promissory note................................ -- 38,604 (i) 38,604
------- -------- --------
Deferred tax liability...................................... 1,487 -- 1,487
------- -------- --------

Commitments and contingencies
Stockholders' Equity:
Preferred Stock, $.001 par value,
5,000,000 shares authorized, none issued
and outstanding -- -- --
Class A common stock, $.001 par value, 100,000,000 shares
authorized, 232,919 issued and outstanding................ -- -- --
Class B common stock, $.001 par value, 100,000,000 shares
authorized, 46,583,850 issued and outstanding............. 47 -- 47
Additional paid-in-capital.................................. 1,083 -- 1,083
Deferred compensation....................................... (186) -- (186)
Parent company investment................................... 38,604 (38,604)(i) --
Retained deficit............................................ (4,749) (12,367)(j) (17,116)
------- -------- --------
Total stockholders' equity (deficit).................... 34,799 (50,971) (16,172)
------- -------- --------
Total liabilities and stockholders' equity (deficit).... $42,053 $(14,124) $ 27,929
======= ======== ========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED PROFORMA
FINANCIAL STATEMENTS.

F-5
<PAGE>
SUREBEAM CORPORATION

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

1. GENERAL

SureBeam Corporation ("SureBeam" or the "Company") was formed in August 2000
in connection with the contribution by The Titan Corporation ("Titan") of the
assets, liabilities and operations related to its electronic food pasteurization
business. In 1997, a predecessor business to SureBeam had been established by
Titan as a wholly-owned subsidiary. Titan developed its proprietary electron
beam process from technology developed under contracts with the federal
government during the 1980s. Titan has accounted for its electron beam
technology business as a separate business segment since 1993. Prior to 1999,
substantially all of the revenues of this segment were derived from selling
medical equipment sterilization systems and from providing medical equipment
sterilization services and, to a lesser extent, from selling electron beam
accelerator systems for use by the federal government.

2. BASIS OF PRESENTATION

The accompanying unaudited pro forma financial statements for all periods
presented reflect only the results of operations and financial position of our
electronic food pasteurization business and our historical financial statements
have been adjusted to eliminate the operations of our medical equipment
sterilization business and our linear accelerator business. The pro forma
combined statement of operations assumes the contribution by Titan to SureBeam
of the electronic food pasteurization business as described in Note 3 below was
consummated on January 1, 1999 and the pro forma balance sheet information
assumes that the contribution was consummated on June 30, 2000. The pro forma
combined statements of operations are not necessarily indicative of results that
would have occurred had the contribution been consummated as of the dates
specified or the results that may be achieved in the future.

Certain information normally included in financial statement prepared in
accordance with accounting principles generally accepted in the United States
has been omitted pursuant to the rules and regulations of the Securities and
Exchange Commission. The pro forma combined statements of operations should be
read in conjunction with the historical consolidated financial statements of
SureBeam and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere herein.

The information in the unaudited pro forma combined statement of operations
for the year ended December 31, 1999 and for the six months ended June 30, 2000
have been derived from (i) the audited statement of operations of SureBeam for
the year ended December 31, 1999 and the (ii) unaudited statement of operations
for the six months ended June 30, 2000. The information in the unaudited pro
forma combined balance sheet as of June 30, 2000 has been derived from the
unaudited balance sheet of SureBeam as of June 30, 2000.

F-6
<PAGE>
SUREBEAM CORPORATION

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

3. ADJUSTMENTS TO HISTORICAL FINANCIAL STATEMENTS

STATEMENTS OF OPERATIONS

The following pro forma adjustments have been made to the historical
combined statements of operations:

(a) Revenues and associated cost of revenues related to the medical
equipment sterilization business and the linear accelerator business were
eliminated.

(b) Selling, general and administrative expenses related to the medical
equipment sterilization business and the linear accelerator business,
which consist primarily of sales and marketing activities, were
eliminated. These costs include advertising costs such as participating
in trade shows and related activities associated with the promotion of
the businesses being eliminated. Also eliminated is a portion of general
and administrative expenses allocated by Titan for services provided
under a services agreement that relates to the businesses being
eliminated.

(c) In connection with the contribution of Titan's electronic food
pasteurization business to SureBeam, SureBeam was allocated indebtedness
by Titan in an amount equal to the accumulated net cash funded by Titan
in respect of all of SureBeam's operations, including the medical
equipment sterilization business and the linear accelerator business,
since inception through June 30, 2000. Interest has been imputed on this
amount at 10.45%, Titan's weighted average borrowing rate during the
period.

(d) An income tax benefit at 30% relating to losses generated by the medical
equipment sterilization business and the linear accelerator business was
provided.

BALANCE SHEET

The following pro forma adjustments have been made to the historical
combined balance sheet:

(e) The assets and liabilities related to the medical equipment
sterilization business and the linear accelerator business which are not
being contributed to SureBeam by Titan were eliminated.

(f) The intangibles associated with the acquisition of the assets of
Electron Ventures were eliminated, as these assets were used solely for
medical equipment sterilization purposes.

(g) The accruals for salaries and benefits related to those individuals that
are employed in Titan's medical equipment sterilization business, the
costs of which will not be allocated to SureBeam, were eliminated.

(h) The capital lease obligation related to facilities utilized in the
medical equipment sterilization business was eliminated.

(i) In connection with the contribution of Titan's electronic food
pasteurization business to SureBeam, SureBeam was allocated indebtedness
by Titan in an amount equal to the accumulated net cash funded by Titan
in respect of all of SureBeam's operations, including the medical
equipment sterilization business and the linear accelerator business,
since inception through June 30, 2000.

(j) Represents the net impact of adjustments (a) through (i) above.

F-7
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To SureBeam Corporation:

We have audited the accompanying balance sheets of SureBeam Corporation (a
Delaware Corporation and a majority-owned subsidiary of The Titan Corporation)
as of December 31, 1998 and 1999, and the related statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SureBeam Corporation as of
December 31, 1998 and 1999 and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999 in conformity
with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

San Diego, California
August 10, 2000

F-8
<PAGE>
SUREBEAM CORPORATION

BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE INFORMATION)

<TABLE>
<CAPTION>
DECEMBER 31,
------------------- JUNE 30,
1998 1999 2000
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash...................................................... $ -- $ -- $ --
Accounts receivable--net.................................. 3,335 7,240 6,280
Inventory................................................. 1,455 2,853 3,158
Prepaid expenses and other................................ 73 623 1,565
------- ------- -------
Total current assets.................................... 4,863 10,716 11,003
Property and equipment--net................................. 9,298 12,540 17,929
Intangible assets--net...................................... -- 80 6,005
Other assets................................................ 31 388 7,116
------- ------- -------
Total assets............................................ $14,192 $23,724 $42,053
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable.......................................... $ 401 $ 2,969 $ 3,344
Accrued compensation and benefits......................... 451 532 711
Other current liabilities................................. 272 649 454
Current portion of capital lease obligations.............. -- -- 132
------- ------- -------
Total current liabilities............................... 1,124 4,150 4,641
------- ------- -------
Capital lease obligations................................... -- -- 1,126
------- ------- -------
Deferred tax liability...................................... 1,276 1,487 1,487
------- ------- -------

Commitments and contingencies
Stockholders' Equity:
Preferred Stock, $.001 par value,
5,000,000 shares authorized, none issued
and outstanding -- -- --
Class A common stock, $.001 par value, 100,000,000 shares
authorized, 0, 232,919 and 232,919 issued and
outstanding............................................... -- -- --
Class B common stock, $.001 par value, 50,000,000 shares
authorized, 46,583,850, 46,583,850 and 46,583,850 issued
and outstanding........................................... 47 47 47
Additional paid-in-capital.................................. -- 51 1,083
Deferred compensation....................................... -- (15) (186)
Parent company investment................................... 16,272 22,326 38,604
Retained deficit............................................ (4,527) (4,322) (4,749)
------- ------- -------
Total stockholders' equity.............................. 11,792 18,087 34,799
------- ------- -------
Total liabilities and stockholders' equity.............. $14,192 $23,724 $42,053
======= ======= =======
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE BALANCE SHEETS.

F-9
<PAGE>
SUREBEAM CORPORATION

STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
--------------------------- -----------------
1997 1998 1999 1999 2000
------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues....................................... $ 8,255 $11,184 $14,339 $ 6,710 $13,091
Cost of revenues............................... 8,010 8,909 8,576 4,188 7,973
------- ------- ------- ------- -------
Gross profit................................. 245 2,275 5,763 2,522 5,118
Selling, general and administrative expenses... 1,591 2,067 4,138 2,106 4,349
------- ------- ------- ------- -------
Income (loss) from operations.................. (1,346) 208 1,625 416 769
Interest expense-net........................... 1,302 1,154 1,299 699 1,379
------- ------- ------- ------- -------
Income (loss) before income taxes.............. (2,648) (946) 326 (283) (610)
Income tax provision (benefit)................. (794) (284) 121 (85) (183)
------- ------- ------- ------- -------
Net income (loss).............................. $(1,854) $ (662) $ 205 $ (198) $ (427)
======= ======= ======= ======= =======
Basic earnings (loss) per share:
Net income (loss)............................ $ (0.04) $ (0.01) $ 0.00 $ (0.00) $ (0.01)
======= ======= ======= ======= =======
Weighted average shares--basic................. 46,584 46,584 46,630 46,584 46,817
======= ======= ======= ======= =======
Diluted earnings (loss) per share:
Net income (loss)............................ $ (0.04) $ (0.01) $ 0.00 $ (0.00) $ (0.01)
======= ======= ======= ======= =======
Weighted average shares--diluted............... 46,584 46,584 53,082 46,584 46,817
======= ======= ======= ======= =======
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-10
<PAGE>
SUREBEAM CORPORATION

STATEMENTS OF STOCKHOLDERS' EQUITY

(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL PARENT RETAINED
---------------------- PAID-IN- DEFERRED COMPANY EARNINGS
CLASS A CLASS B CAPITAL COMPENSATION INVESTMENT (DEFICIT) TOTAL
---------- --------- ---------- ------------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at January 1, 1997........... $ -- $47 $ -- $ -- $14,881 $(2,011) $12,917
Net loss............................ -- -- -- -- -- (1,854) (1,854)
Titan investment, net............... -- -- -- -- 1,624 -- 1,624
---------- --- ------ ----- ------- ------- -------
Balances at December 31, 1997......... -- 47 -- -- 16,505 (3,865) 12,687
Net loss............................ -- -- -- -- -- (662) (662)
Distribution to Titan, net.......... -- -- -- -- (233) -- (233)
---------- --- ------ ----- ------- ------- -------
Balances at December 31, 1998......... -- 47 -- -- 16,272 (4,527) 11,792
Net income.......................... -- -- -- -- -- 205 205
Titan investment, net............... -- -- -- -- 6,054 -- 6,054
Proceeds from issuance of common
stock in conjucton with exercise
of stock options.................. -- -- 34 -- -- -- 34
Deferred compensation related to the
issuance of stock options......... -- -- 17 (17) -- -- --
Amortization of deferred
compensation...................... -- -- -- 2 -- -- 2
---------- --- ------ ----- ------- ------- -------
Balances at December 31, 1999......... -- 47 51 (15) 22,326 (4,322) 18,087
Net loss (unaudited)................ -- -- -- -- -- (427) (427)
Titan investment, net (unaudited)... -- -- -- -- 16,278 -- 16,278
Issuance of warrants (unaudited).... -- -- 846 -- -- -- 846
Deferred compensation related to the
issuance of stock options
(unaudited)....................... -- -- 186 (186) -- -- --
Amortization of deferred
compensation (unaudited).......... -- -- -- 15 -- -- 15
Conversion of parent company
investment into subordinated
promissory note..................... -- -- -- -- -- -- --
---------- --- ------ ----- ------- ------- -------
Balances at June 30, 2000
(unaudited)......................... $ -- $47 $1,083 $(186) $38,604 $(4,749) $34,799
========== === ====== ===== ======= ======= =======
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-11
<PAGE>
SUREBEAM CORPORATION

STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
------------------------------ -------------------
1997 1998 1999 1999 2000
-------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................ $(1,854) $(662) $ 205 $ (198) $ (427)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating
activities:
Depreciation and amortization.................. 657 877 842 388 1,086
Deferred income taxes.......................... 583 56 211 -- --
Deferred compensation charge................... -- -- 2 -- 15
Change in operating assets and liabilities:
Accounts receivable............................ (548) (22) (3,905) (1,743) 960
Inventory...................................... (153) (200) (1,398) (154) (305)
Prepaid expenses and other..................... (6) (19) (550) (185) (312)
Other assets................................... 80 149 (437) (66) (6,648)
Accounts payable............................... (114) 208 2,568 (105) 375
Income tax payable............................. -- -- -- -- --
Accrued compensation and benefits.............. (28) 94 81 (60) 179
Other accrued liabilities...................... 52 (36) 377 98 (195)
------- ----- ------- ------- --------
Net cash provided by (used in) operating
activities................................. (1,331) 445 (2,004) (2,025) (5,272)
------- ----- ------- ------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............................. (293) (212) (4,084) (72) (3,506)
Cash paid for purchase of linear accelerator..... -- -- -- -- (2,500)
Cash paid for purchase of intangible assets...... -- -- -- -- (5,000)
------- ----- ------- ------- --------
Net cash used in investing activities........ (293) (212) (4,084) (72) (11,006)
------- ----- ------- ------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercise of stock options...... -- -- 34 -- --
Titan investment (distribution), net............. 1,624 (233) 6,054 2,097 16,278
------- ----- ------- ------- --------
Net cash provided by (used in) financing
activities..................................... 1,624 (233) 6,088 2,097 16,278
------- ----- ------- ------- --------
Net change in cash............................... -- -- -- -- --
Cash at beginning of year...................... -- -- -- -- --
------- ----- ------- ------- --------
Cash at end of year............................ $ -- $ -- $ -- $ -- $ --
======= ===== ======= ======= ========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-12
<PAGE>
SUREBEAM CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

SureBeam Corporation ("SureBeam" or the "Company") was formed in August 2000
in connection with the contribution by The Titan Corporation ("Titan") of the
assets, liabilities and operations related to its electronic food pasteurization
business. In 1997, a predecessor business to SureBeam had been established by
Titan as a wholly-owned subsidiary (See Note 10). Titan developed its
proprietary electron beam process from technology developed under contracts with
the federal government during the 1980s. Titan has accounted for its electron
beam technology business as a separate business segment since 1993. Prior to
1999, substantially all of the revenues of this segment were derived from
selling medical equipment sterilization systems and from providing medical
equipment sterilization services and, to a lesser extent, from selling electron
beam accelerator systems for use by the federal government.

The historical results of operations and financial condition of this segment
of Titan's operations are presented herein as the historical results of
operations and financial condition of SureBeam and are presented as a
combination of entities under common control on a historical cost basis in a
manner similar to a pooling of interests for all periods presented. These
historical results do not reflect the results of operations and financial
condition of the electronic food pasteurization business on a stand-alone basis,
which business was contributed by Titan to SureBeam in August 2000. Accordingly,
the historical results are not indicative of the results that would have
occurred had the contribution been consummated prior to the beginning of each of
the periods presented.

The Company faces a number of risks, including but not limited to:

- The market for electronic food pasteurization systems and services is at
an early stage of development and the Company is subject to the risks of
new enterprises and the commercialization of a technology that requires
consumer acceptance.

- The Company has little history of generating revenues from sales of its
electronic food pasteurization systems and services and may not achieve or
sustain profitability.

- The Company's further development of its electronic food pasteurization
systems and services will require significant capital resources to fund
operations, including expansion of its manufacturing capacity and sales
and marketing activities and the building of SureBeam systems and service
centers. As a result, the Company expects to incur losses for the
foreseeable future.

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INTERIM RESULTS (UNAUDITED). The accompanying balance sheet as of June 30,
2000 and the related statements of operations and of cash flows for the six
months ended June 30, 1999 and 2000, and the statement of stockholders' equity
for the six months ended June 30, 2000 are unaudited. In the opinion of
management, these statements have been prepared on the same basis as the audited
financial statements and include all adjustments, consisting only of normal
recurring adjustments, necessary for the fair presentation of results of the
interim periods. The data disclosed in these notes to the financial statements
at such dates and for such periods are also unaudited.

USE OF ESTIMATES. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that

F-13
<PAGE>
SUREBEAM CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

REVENUE RECOGNITION. Revenues derived from providing medical equipment
sterilization and electronic food pasteurization services are recorded at the
time services are performed. Revenues derived from sales of medical equipment
sterilization and electronic food pasteurization systems under fixed-price
contracts are accounted for using the percentage-of-completion method. Certain
other revenues, principally those arising from the linear accelerator business
are recognized using the percentage of completion or completed contract method
based on the duration of the contract and the nature of the products or services
delivered. Estimated losses on fixed-price contracts are recorded in the period
the losses are determinable. In determining the applicability of the percentage
of completion method to accounting for fixed price contracts, the Company
considers the risks associated with estimating its costs to complete a contract.
If these estimates are deemed unreliable or contain a significant degree of risk
the Company will seek to modify the contract to time and materials or use the
completed contract method.

PROPERTY AND EQUIPMENT. Property and equipment are stated at acquisition
cost. Depreciation is provided using the straight-line method, with estimated
useful lives of two to fifteen years for leasehold improvements (or the life of
the lease if shorter) and three to seven years for machinery and equipment and
furniture and fixtures. Depreciation on the medical equipment sterilization and
electronic food pasteurization systems is based on the units of production
method, determined upon hours utilized, which approximates fifteen years.

CAPITALIZED INTEREST. Interest is capitalized on certain assets under
construction, including a facility in Sioux City, Iowa (See Note 8). During
1999, total interest costs were $1.5 million, of which $160,000 were
capitalized. There were no other interest costs capitalized in any of the
periods presented herein.

IMPAIRMENT OF LONG-LIVED ASSETS. Periodically, the Company reviews for
possible impairment its long-lived assets and certain identifiable intangibles
to be held and used. Whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be fully recoverable, asset values are
adjusted accordingly. In evaluating whether an impairment exists, the Company
compares the carrying value of the asset to the estimated undiscounted future
cash flows. If an impairment is deemed to exist, the asset's carrying value is
adjusted to the present value of its estimated future cash flows.

STOCK-BASED COMPENSATION. The Company has elected to adopt the
disclosure-only provisions of Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123"). Accordingly, the
Company will continue to account for its stock-based compensation plans under
the provisions of APB No. 25.

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

F-14
<PAGE>
SUREBEAM CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Company and Titan have a tax allocation agreement under which the
Company will be included in Titan's consolidated federal and certain state
income tax returns. The Company believes that the agreement will be structured
so that in the years in which the Company has taxable income, it will pay Titan
amounts comparable to the taxes the Company would have paid if it had filed
separate tax returns. For so long as Titan maintains beneficial ownership of at
least 80% of the total voting power and 80% of the total value of the
outstanding Common Stock, the Company will be included in the consolidated
federal and certain state income tax returns filed by Titan.

PER SHARE INFORMATION. Basic and diluted earnings (loss) per share are
presented in conformity with Statement of Financial Accounting Standards
No. 128, "Earnings per Share" ("SFAS 128"), for all periods presented. In
accordance with SFAS 128, basic earnings per share has been computed using the
weighted-average number of shares of common stock outstanding during the period.
Diluted earnings per share include the effects of potentially dilutive
securities using the as-converted and treasury stock methods.

The following data summarize information relating to the per share
computations for continuing operations:

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 2000
-----------------------------------------
(UNAUDITED)
INCOME
(000S) SHARES (000S) PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNTS
----------- ------------- -----------
<S> <C> <C> <C>
Basic EPS:
Net loss....................................... $(427) 46,817 $(0.01)
Effect of dilutive securities:
Stock options.................................. -- -- --
Diluted EPS:
----- ------ ------
Net income (loss) plus assumed conversions..... $(427) 46,817 $(0.01)
===== ====== ======
</TABLE>

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1999
-----------------------------------------
(UNAUDITED)
INCOME
(000S) SHARES (000S) PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNTS
----------- ------------- -----------
<S> <C> <C> <C>
Basic EPS:
Net loss....................................... $(198) 46,584 $(0.00)
Effect of dilutive securities:
Stock options.................................. -- -- --
----- ------ ------
Diluted EPS:
Net income (loss) plus assumed conversions..... $(198) 46,584 $(0.00)
===== ====== ======
</TABLE>

F-15
<PAGE>
SUREBEAM CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

<TABLE>
<CAPTION>
FOR THE YEAR ENDING DECEMBER 31, 1999
---------------------------------------
INCOME
(000S) SHARES (000S) PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNTS
----------- ------------- ---------
<S> <C> <C> <C>
Basic EPS:
Net income...................................... $205 46,630 $0.00
Effect of dilutive securities:
Stock options................................... -- 6,452 --
---- ------ -----
Diluted EPS:
Net income (loss) plus assumed conversions...... $205 53,082 $0.00
==== ====== =====
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1998
----------------------------------------
LOSS (000S) SHARES (000S) PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNTS
----------- ------------- ----------
<S> <C> <C> <C>
Basic EPS:
Net loss....................................... $(662) 46,584 $(0.01)
Effect of dilutive securities:
Stock options.................................. -- -- --
----- ------ ------
Diluted EPS:
Net income (loss) plus assumed conversions..... $(662) 46,584 $(0.01)
===== ====== ======
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1997
----------------------------------------
LOSS (000S) SHARES (000S) PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNTS
----------- ------------- ----------
<S> <C> <C> <C>
Basic EPS:
Net loss....................................... $(1,854) 46,584 $(0.04)
Effect of dilutive securities:
Stock options.................................. -- -- --
------- ------ ------
Diluted EPS:
Net income (loss) plus assumed conversions..... $(1,854) 46,584 $(0.04)
======= ====== ======
</TABLE>

FAIR VALUE OF FINANCIAL INSTRUMENTS. The carrying amounts of the Company's
financial instruments, including accounts receivable, accounts payable and
accrued liabilities approximate their fair values due to their short-term
nature. Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of trade accounts receivable.
The Company believes it is not exposed to any significant credit risk with
respect to its accounts receivable.

COMPREHENSIVE INCOME. The Company has adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130").
This statement establishes standards for reporting and display of comprehensive
income and its components in a full set of general purpose financial statements.
The objective of the statement is to report a measure of all changes in equity
of an enterprise that result from transactions and other economic events in the
period other than transactions with owners. The Company has no components of
comprehensive income.

F-16
<PAGE>
SUREBEAM CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
START-UP COSTS. The Company expenses the costs of start-up activities as
incurred in accordance with the provisions of AICPA Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities."

PARENT COMPANY INVESTMENT. The cash receipts and disbursements of the
Company's operations have historically been combined with other Titan cash
transactions and balances. The parent company investment in the accompanying
financial statements reflects the accumulated net cash funded by Titan in
respect of all of SureBeam's operations, including the medical equipment
sterilization business and the linear accelerator business from the inception of
such operations through the respective balance sheet dates.

NEW ACCOUNTING STANDARDS. In December 1999, the Securities and Exchange
Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue
Recognition in Financial Statements." This SAB summarizes the SEC's view in
applying generally accepted accounting principles to revenue recognition in
financial statements. This SAB is effective for all registrants during the
fourth quarter of fiscal 2000. Management believes the Company's accounting
policies comply with the provisions of SAB 101.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133").
This statement establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives), and for hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. In June 1999, the effective date of SFAS 133 was amended to be
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000 by Statement of Financial Accounting Standards No. 137, "Accounting for
Derivative Instruments and Hedging Activities -- Deferral of Effective Date of
FASB Statement No. 133." The Company anticipates that the adoption of SFAS 133
will not have a material impact on the Company's financial position or results
of operations.

NOTE 3. STRATEGIC ALLIANCES

In connection with the Company's agreement with Texas A&M University and the
Texas Agricultural Experiment Station (collectively, the "University System"),
the Company agreed to provide three electronic food pasteurization systems
pursuant to a no-cost 10-year lease with title passing to the University System
at the end of the 10-year term. Under the agreement, the Company may retain the
University System to conduct certain research and development activities.
SureBeam has accounted for this transaction in accordance with APB No. 29,
"Accounting For Nonmonetary Transactions." SureBeam is recording nonmonetary
sales on a percentage of completion basis at the fair market value of the
electronic food pasteurization systems. A long-term asset has been recorded in a
similar amount and will be recognized as an expense as services are rendered
over a term not to exceed the term of the lease.

In May 2000, the Company received purchase orders from Tech Ion Industrial
Brasil S.A. ("Tech Ion") for eleven electronic food processing systems. Also in
May 2000, the Company, through its wholly owned subsidiary, Titan SureBeam
Brazil Ltd., and Tech Ion jointly established SureBeam Brasil Ltda. SureBeam
Brasil will provide, among other things, food pasteurization services through
multiple

F-17
<PAGE>
SUREBEAM CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 3. STRATEGIC ALLIANCES (CONTINUED)
planned service centers to various food companies in Brazil. The Company
acquired a 19.9% equity interest in SureBeam Brasil without charge at the time
the Company signed the agreement to establish SureBeam Brasil. The Company has
the right, exercisable at any time within 20 years of the formation of the
strategic alliance to acquire up to 50% of the total equity interest in SureBeam
Brasil for no charge. The agreement futher provides that the Company or another
Titan affiliate will provide a $5.0 million working capital line of credit to
Tech Ion, and advances will bear interest at 10% per annum and are secured by
the stock and assets of Tech Ion. At June 30, 2000 there was $200,000
outstanding under this line of credit.

In December 1999, the Company agreed to sell a SureBeam system to a new
entity, Zero Mountain SureBeam, to be formed by Zero Mountain Cold Storage and
us which will construct and operate an electronic food pasteurization service
center in Arkansas. Upon completion of the SureBeam system, we will acquire a
19.9% equity interest in the new entity for $1 million.

In December 1999, SureBeam entered into an agreement with Japan's Mitsubishi
Corporation ("Mitsubishi") to sell a SureBeam electronic food pasteurization
system to an entity to be formed by Mitsubishi. In connection with this
agreement, SureBeam received a warrant to acquire a 19.9% equity interest in
such entity for $1.0 million.

In November 1999, SureBeam entered into an agreement with Hawaii Pride LLC
and affiliated parties, whereby Hawaii Pride would acquire a SureBeam system and
construct a facility in Hilo, Hawaii for the purpose of disinfesting fruit and
other products. Prior to Hawaii Pride obtaining third party financing, the
Company advanced $3.4 million to Hawaii Pride, which is included in the
accompanying balance sheet as other long term assets. The Company can convert
$1.0 million of the amount advanced into 19.9% of the common stock of Hawaii
Pride. If SureBeam converts the remaining balance of the advance, it can
increase its ownership of Hawaii Pride to 51%. In June 2000, Hawaii Pride
obtained a 15-year loan of approximately $6.8 million from the USDA. If Hawaii
Pride defaults on its loan obligations, or fails to comply with USDA
requirements, SureBeam has the right to acquire 100% of the equity of Hawaii
Pride for a nominal amount. Titan has agreed that upon SureBeam's acquisition of
any equity interest in Hawaii Pride, it will guarantee a percentage amount of
the USDA loan equal to the percentage of SureBeam's equity interest in Hawaii
Pride.

NOTE 4. INTANGIBLE ASSETS

On January 26, 2000, the Company entered into an agreement to acquire
certain assets and assume certain liabilities of Electron Ventures Limited.
Specifically, the Company acquired a linear accelerator system and all ancillary
equipment for $2.5 million and assumed a long-term capital lease on the
accelerator. The assets acquired and liabilities assumed were recorded at their
estimated fair value at the date of acquisition. The excess of the purchase
price over the net assets acquired of approximately $1.2 million is being
amortized over five years.

In May 2000, the Company entered into a non-compete agreement with Applied
Power Associates, Inc. ("APA") and paid APA $5 million in cash and issued it a
warrant to acquire 372,671 shares of SureBeam common stock at an exercise price
per share of $0.14. The warrant expires on the earliest of: (a) May 1, 2003; (b)
an initial public offering of the Company or (c) the date the Company is sold.
The consideration of $5.2 million, which includes $216,000 related to the fair
market value of the warrant, is

F-18
<PAGE>
SUREBEAM CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 4. INTANGIBLE ASSETS (CONTINUED)
being amortized on a straight-line basis over two years, the term of the
non-compete agreement included as part of this transaction.

The Company capitalizes certain costs related to patent applications.
Accumulated costs are amortized over seven years using the straight-line method,
commencing at the time the patents are issued.

Accumulated amortization related to intangible assets was $491,000 and
$2,000 as of June 30, 2000 and December 31, 1999.

The Company periodically re-evaluates the original assumptions and rationale
utilized in the establishment of the carrying value and estimated lives of its
intangibles. The criteria used for these evaluations include management's
estimate of the asset's continuing ability to generate positive income from
operations and positive cash flow in future periods as well as the strategic
significance of the intangible asset to the Company's business objectives.

NOTE 5. OTHER FINANCIAL DATA

Following are details concerning certain balance sheet accounts as of
December 31, 1998 and 1999 and June 30, 2000:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
----------------------- -----------
1998 1999 2000
---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Accounts Receivable:
Billed................................................. $1,141,000 $1,209,000 $1,212,000
Unbilled............................................... 2,544,000 6,381,000 5,418,000
---------- ---------- ----------
$3,685,000 $7,590,000 $6,630,000
Less allowance for doubtful accounts..................... (350,000) (350,000) (350,000)
---------- ---------- ----------
Accounts Receivable, net................................. $3,335,000 $7,240,000 $6,280,000
========== ========== ==========
</TABLE>

Unbilled receivables primarily represent work-in-process that will be billed
in accordance with contract terms and delivery schedules. Also included in
unbilled receivables are amounts billable upon final execution of contracts,
contract completion, milestones or completion of rate negotiations. Generally,
unbilled receivables are expected to be collected within one year.

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
------------------------ -----------
1998 1999 2000
---------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Property and Equipment:
Machinery and equipment.............................. $8,906,000 $13,359,000 $19,220,000
Furniture, fixtures and leasehold improvements....... 3,926,000 3,557,000 3,602,000
---------- ----------- -----------
12,832,000 16,916,000 22,822,000
Less accumulated depreciation and amortization......... (3,534,000) (4,376,000) (4,893,000)
---------- ----------- -----------
Property and Equipment, net............................ $9,298,000 $12,540,000 $17,929,000
========== =========== ===========
</TABLE>

F-19
<PAGE>
SUREBEAM CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 6. RELATED PARTY TRANSACTIONS

CORPORATE SERVICES AGREEMENT. Titan provides or makes available to the
Company certain routine corporate services, including financial, insurance,
accounting, employee benefits, payroll, tax and legal services as well as
allocated premises for occupancy. Titan also provides the Company with corporate
planning, government relations and corporate quality assurance services. The
Company shares certain Titan systems, including its accounting system and human
resource system. Because Titan engages in government contracts work, Titan
allocates costs to the Company based upon government cost accounting
requirements. The Company pays Titan for human resources services based upon the
Company's percentage of the total number of Titan group employees. Except for
occupancy costs described below, the Company pays for other corporate services
based upon the average of three percentages: (1) the percentage of the Company's
payroll to the total payroll of the Titan group, (2) the percentage of the
Company's operating revenues to the total operating revenues of the Titan group
and (3) the percentage of the Company's average net book value which is the sum
of the Company's tangible capital assets plus inventories to the total average
net book value of the tangible capital assets plus inventory of the Titan group
as of the end of the last fiscal year and as of the final day of each calendar
quarter in the current fiscal year. Titan may adjust its fees based upon its
assessment of the Company's relative use of these services.

The initial term of the Corporate Services Agreement extends through
December 31, 2001. This agreement automatically renews annually unless the
Company elects not to renew by giving Titan notice. Amounts aggregating
$792,000, $913,000, $951,000, $573,000 and $759,000 are included as part of the
Company's selling, general and administrative expenses in the Company's results
of operations in the accompanying consolidated financial statements for the
years ended December 31, 1997, 1998 and 1999 and for the unaudited six month
periods ended June 30, 1999 and 2000, respectively. Management believes that
these allocations are reasonable.

FACILITIES AGREEMENT. Titan has allocated approximately 6,800 square feet
of facility space in San Diego, California to the Company. Under the Corporate
Services Agreement, Titan charges the Company for occupancy, maintenance,
property taxes, utilities, landlord pass-through expenses, property insurance,
reception desk services, telephone services, centralized mail and postage and
other services. The Company pays Titan an annual fee determined by the Company's
percentage of Titan's annual costs for this facility. This percentage is based
upon the percentage of the total square feet in the facility that the Company
occupies. Amounts aggregating $51,000, $72,000, $92,000, $43,000 and $92,000 are
included as part of the Company's selling, general and administrative expenses
in the Company's results of operations in the accompanying consolidated
financial statements for the years ended December 31, 1997, 1998, 1999 and for
the unaudited six month periods ended June 30, 1999 and 2000, respectively.

TAX ALLOCATION AGREEMENT. As long as Titan maintains beneficial ownership
of at least 80% of the total voting power of the Company's capital stock and 80%
of the total value of the Company's outstanding common stock, the Company will
be included in Titan's consolidated federal income tax returns.

SureBeam and Titan intend to enter into a Tax Allocation Agreement. Under
the Tax Allocation Agreement, the Company will agree to pay to Titan an amount
generally equal to the tax liability that the Company would have incurred if it
had prepared and filed a separate return. Titan will have broad discretion in
determining the amount of separate taxable income and tax liability that the
Company would realize on such a separate return. In computing this separate tax
liability, the Company's tax

F-20
<PAGE>
SUREBEAM CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 6. RELATED PARTY TRANSACTIONS (CONTINUED)
attributes, including net operating loss and tax credit carryovers, will be
deemed to be the amount that it would have had had it always owned the
businesses transferred to the Company by Titan.

As a member of the Titan group for purposes of filing consolidated federal
income tax returns, the Company will be liable for the federal income tax of the
Titan group if Titan or any member of the group fails to pay its taxes.

LICENSE AGREEMENT. In connection with the contribution agreement (See
Note 1 and 12) SureBeam licenses its patents and technology to another
subsidiary of Titan to be used solely for medical equipment sterilization. This
license is royalty-free to Titan.

EMPLOYEE BENEFIT PLANS. The Company's employees are eligible to participate
in the Titan benefit plans. Those plans include a 401(k) plan, an employee stock
ownership plan, a non-qualified executive deferred compensation plan, an
employee stock purchase plan, and a health and welfare cafeteria plan. The
direct cost of these plans for the Company's employees are charged by Titan to
the Company.

SUBORDINATED PROMISSORY NOTE. In August 2000, in connection with the
contribution by Titan to SureBeam of its electronic food pasteurization
business, we assumed the cumulative advances of approximately $39 million on a
pro forma basis as of June 30, 2000. These advances are now evidenced by the
subordinated, unsecured promissory note payable to Titan. Under this note, Titan
has committed to lend us a maximum of $75.0 million. Amounts unborrowed cannot
be canceled by Titan. The promissory note is due in August 2005 and bears
interest, payable quarterly, at the greater of the rate of 10% per annum or
Titan's effective weighted average interest rate under its senior credit
facility. At Titan's option, the Company may repay amounts outstanding under the
promissory note with the net proceeds of any asset sales the Company makes that
are not in the ordinary course of business or if the Company obtains a credit
facility from a third party lender and the lender and the facility permits the
use of proceeds to repay existing indebtedness. The Company cannot use any of
the proceeds of its initial public offering to repay amounts outstanding under
the promissory note or under any indebtedness the Company incurs to refinance
the promissory note.

The Company is a guarantor under Titan's $425.0 million Senior Secured
Credit Facility and is subject to the loan covenants in the facility agreement.
Titan has pledged its equity interest in SureBeam as collateral for borrowings
against the credit facility.

LOAN RECEIVABLE. In October 1999, the Company loaned its President and
Chief Executive Officer $375,000. Pursuant to his employment agreement, the loan
will bear interest at 8% and be forgiven over a five year period unless the
employment is voluntarily terminated or terminated for cause. The loan balance
is included in other assets on the accompanying balance sheets as of
December 31, 1999 and June 30, 2000.

NOTE 7. SIGNIFICANT CUSTOMERS

For the six months ended June 30, 1999 and 2000, revenue from three
customers represented 42% and 64%, respectively, of the Company's revenues.

For 1997, 1998, and 1999 revenue from one customer, two customers and two
customers, respectively, represented 29%, 51% and 29% of the revenues in each
year.

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

F-21
<PAGE>
SUREBEAM CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 8. COMMITMENTS AND CONTINGENCIES

The Company periodically is a defendant in cases incidental to its business
activities. Furthermore, providers of products and services to the U.S.
government are generally subject to multiple levels of audit and investigation
by various U.S. government agencies. Any liabilities arising from audits by the
federal government are being retained by Titan as part of the reorganization
(See Note 12). In the opinion of management, the amount of ultimate liability,
if any, with respect to these actions will not materially affect the financial
position or results of operations of the Company.

On January 6, 2000, Ion Beam Applications s.a. ("IBA"), a Belgian
corporation, and certain of its U.S. subsidiaries filed an action for
declaratory judgment in a federal court in Virginia against Titan relating to
its patent for its SureBeam technology. The action attacks the validity of the
Company's principal patent, seeks a declaration that IBA and its customers have
not infringed any of the 62 claims in our patent, and alleges that the Company
has engaged in unfair competition and that its conduct constitutes patent
misuse. The Company intends to vigoroursly defend its patent position. However,
a finding in favor of IBA in this action could materially adversely affect the
Company's business.

On August 7, 2000, the former Chief Executive Officer and President of
SureBeam Corporation, filed an action for declaratory relief in a California
state court relating to his stock option agreement with the Company. The action
alleges, among other things, that the Company has breached his employment and
stock option agreements in connection with the repurchase price of his options
upon termination of his services to the Company. The Company intends to
vigorously defend against this action.

In 1999, SureBeam entered into an agreement with Cloverleaf Cold Storage in
Sioux City, Iowa whereby Cloverleaf constructed and leased to SureBeam an
electron beam food pasteurization service center in which SureBeam would install
food pasteurization systems and process food for its customers. The facility
lease commenced on February 1, 2000 and has an initial term of five years with
an option to extend the lease term for an additional five years. Monthly rental
payments are approximately $25,000 for the first year of the lease and are
adjusted annually based upon fluctuations in the Consumer Price Index. In
addition to the facility lease with Cloverleaf, SureBeam issued a warrant to
Cloverleaf to purchase 465,839 shares of our Class A common stock for a nominal
amount. SureBeam also granted an additional warrant to Cloverleaf to purchase
1,397,516 shares of SureBeam common stock at an exercise price of $6.71 per
share. The fair value of the warrants of $628,000 has been recorded as prepaid
rent in the accompanying financial statements and will be amortized over the
initial five-year lease term. Both warrants expire on the earliest of: (a)
May 23, 2003; (b) an initial public offering of the Company or (c) the date the
Company is sold.

The Company leases space from unrelated third parties under noncancelable
operating leases. Rent expense for these leases amounted to $452,000, $488,000
and $514,000 for the years ended

F-22
<PAGE>
SUREBEAM CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 8. COMMITMENTS AND CONTINGENCIES (CONTINUED)
December 31, 1997, 1998, and 1999, respectively. The related future minimum
lease payments as of December 31, 1999 are as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
2000........................................................ $ 560,000
2001........................................................ 591,000
2002........................................................ 612,000
2003........................................................ 463,000
2004........................................................ 282,000
Thereafter.................................................. --
----------
$2,508,000
==========
</TABLE>

The Company has also guaranteed certain obligations of Titan (see Note 6).

NOTE 9. INCOME TAXES

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

<TABLE>
<CAPTION>
1997 1998 1999
----------- --------- ---------
<S> <C> <C> <C>
Current:
Federal................................. $(1,315,000) $(285,000) $ (83,000)
State................................... (116,000) (25,000) (7,000)
----------- --------- ---------
(1,431,000) (310,000) (90,000)
Deferred.................................. 637,000 26,000 211,000
----------- --------- ---------
$ (794,000) $(284,000) $ 121,000
=========== ========= =========
</TABLE>

Following is a reconciliation of the income tax provision expected (based on
the United States federal income tax rate applicable in each year) to the actual
tax provision on income:

<TABLE>
<CAPTION>
1997 1998 1999
--------- --------- --------
<S> <C> <C> <C>
Expected federal income tax provision
(benefit)................................. $(734,000) $(266,000) $105,000
State income taxes, net of federal income
tax benefits.............................. (65,000) (25,000) 9,000
Other....................................... 5,000 7,000 7,000
--------- --------- --------
Actual income tax provision (benefit)....... $(794,000) $(284,000) $121,000
========= ========= ========
</TABLE>

F-23
<PAGE>
SUREBEAM CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 9. INCOME TAXES (CONTINUED)
The net deferred tax asset (liability) as of December 31, 1998 and 1999,
resulted from the following temporary differences:

<TABLE>
<CAPTION>
1998 1999
----------- -----------
<S> <C> <C>
Accrued payroll and employee benefits.............. $ 63,000 $ 73,000
Deferred compensation.............................. 2,000 6,000
Reserves........................................... 242,000 233,000
Depreciation....................................... (1,586,000) (1,799,000)
Other.............................................. 3,000 --
----------- -----------
Deferred tax liability............................. $(1,276,000) $(1,487,000)
=========== ===========
</TABLE>

NOTE 10. STOCKHOLDERS' EQUITY

The Company has two classes of authorized common stock, Class A common stock
and Class B common stock. The rights of the holders of Class A common stock and
Class B common stock are identical, except with respect to voting and
conversion. Each share of Class A common stock is entitled to one vote per
share. Each share of Class B common stock is entitled to ten votes per share and
is convertible into one share of Class A common stock. As of June 30, 2000 Titan
owns 100% of the issued and outstanding Class B common stock. One officer of
Titan owns 232,919 shares of Class A common stock resulting from the exercise of
stock options in 1999.

The Company's certificate of incorporation also allows for issuance of
preferred stock upon approval by the board of directors. As of June 30, 2000,
the board has not approved nor has the Company issued any preferred stock.

NOTE 11. STOCK-BASED AND OTHER COMPENSATION PLANS

The Company provides stock-based compensation to officers, directors and key
employees through stock option plans. Prior to the contribution to SureBeam from
Titan in August 2000, the Company had one employee stock option plan, the 1998
Stock Option Plan (the "1998 Plan"). Total options authorized for grant under
the 1998 Stock Option Plan were 11,180,124. Under the 1998 Plan, an option's
maximum term is ten years, and the exercise price of each option must equal the
fair market value of the Company's stock on the date of grant. All options vest
in four equal annual increments beginning one year after the grant date.

F-24
<PAGE>
SUREBEAM CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 11. STOCK-BASED AND OTHER COMPENSATION PLANS (CONTINUED)
A summary of the status of the Company's 1998 Plan as of December 31, 1997,
1998, 1999 and June 30, 2000 and changes during the periods ended on those dates
is presented below:
<TABLE>
<CAPTION>
1997 1998 1999 2000
-------------------------- -------------------------- --------------------------- ---------
SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES
OPTIONS --------- -------------- --------- -------------- ---------- -------------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Outstanding at beginning
of period...............
-- $0.00 -- $0.14 4,639,751 $0.14 6,451,863
Granted................... -- 4,639,751 $0.14 3,237,578 $0.14 1,369,565
Exercised................. -- -- (232,919) $0.14 --
Terminated................ -- -- (1,192,547) $0.14 (512,422)
--------- --------- ---------- ---------
Outstanding at end of
period.................. -- 4,639,751 $0.14 6,451,863 $0.14 7,309,006
========= ========= ========== =========
Options exercisable at end
of period............... -- -- 838,509 $0.14 1,092,391
========= ========= ========== =========

<CAPTION>
2000
--------------
EXERCISE PRICE
OPTIONS --------------
(UNAUDITED)
<S> <C>
Outstanding at beginning
of period...............
$0.14
Granted................... $0.14
Exercised.................
Terminated................ $0.14
Outstanding at end of
period.................. $0.14
Options exercisable at end
of period............... $0.14
</TABLE>

The following table summarizes information about stock options outstanding
at June 30, 2000:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
-------------------------------
OUTSTANDING WEIGHTED-AVERAGE
EXERCISE AT JUNE 30, REMAINING
PRICE 2000 CONTRACTUAL LIFE
-------- ------------ ----------------
<S> <C> <C>
$0.14 7,309,006 8.9
</TABLE>

Under the 1998 Plan, certain employees who qualify as sophisticated
investors have agreed to resell any shares purchased under their options back to
the Company at book value. This constitutes a variable plan under APB No. 25.
Accordingly, deferred compensation has been recorded to the extent that book
value exceeds the exercise price of the options at the date of grant. Deferred
compensation is also recorded for changes in book value occurring subsequent to
the initial grant date. Compensation expense related to these grants is
recognized as these options vest. The Company has not recognized compensation
expense related to these options, as the exercise price per share has exceeded
the book value per share since the date of grant and for all periods presented.
There are 6,055,901 and 6,959,627 options outstanding at December 31, 1999 and
June 30, 2000, respectively, subject to this buyback provision.

On August 11, 1999, the Company issued 116,460 options at $0.14 per share to
employees under the 1998 Plan. On this date the deemed fair value of a share of
common stock was $0.29 per share. Accordingly, the Company has recognized
deferred compensation related to these grants of $16,750 on August 11, 1999. On
February 1, 2000, the Company issued 46,584 shares under the 1998 Plan. On this
date the fair value of a share of common stock was $0.43 per share. Accordingly,
the Company has recognized deferred compensation related to these grants of
$13,400 on February 1, 2000. On May 1, 2000 and June 1, 2000, the Company issued
93,168 and 93,168 options, respectively, at $0.14 per share to employees under
the 1998 Plan. On these dates, the deemed fair value of a share of common stock
was $0.71 and $1.43 per share, respectively. Accordingly, the Company has
recognized deferred compensation related to these grants of $173,000. This
deferred charge will be amortized to expense over the four year vesting period
of these options, $2,000 of such expense was recognized in 1999. The fair value
of these option grants were estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 1997, 1998 and 1999:

F-25
<PAGE>
SUREBEAM CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 11. STOCK-BASED AND OTHER COMPENSATION PLANS (CONTINUED)
zero dividend yield; expected volatility of 0%; a risk-free interest rate of
5.5%; and an expected life of five years.

As permitted, the Company has adopted the disclosure only provisions of
SFAS 123. Accordingly, no compensation expense, except as specifically described
above, has been recognized for the stock option plans. Had compensation expense
been determined based on the fair value at the date of the grant for the years
ended December 31, 1997, 1998 and 1999 consistent with the provisions of
SFAS 123, the Company's net income (loss) and net income (loss) per share would
have been reported as the pro forma amounts indicated below:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
----------------------------------
1997 1998 1999
----------- --------- --------
<S> <C> <C> <C>
Net income (loss)--as reported............. $(1,854,000) $(662,000) $205,000
Net income (loss)--pro forma............... (1,854,000) (714,000) 153,000
Basic earnings per share--as reported...... $ (0.04) $ (0.01) $ 0.00
Basic earnings per share--pro forma........ (0.04) (0.02) 0.00
Diluted earnings per share--as reported.... $ (0.04) $ (0.01) $ 0.00
Diluted earnings per share--pro forma...... (0.04) (0.02) 0.00
</TABLE>

During the six months ended June 30, 2000 the Company issued approximately
1,928,571 when the fair value of common stock was deemed to be $1.43 per share.
The Company has recorded approximately $186,000 of additional deferred
compensation related to these grants.

In August 2000, the Company adopted and the stockholders approved the 2000
Equity Incentive Plan which will become effective upon completion of this
offering. Outstanding options will continue to be governed by the original terms
of those options granted under the 1998 Plan. The Company has reserved an
aggregate 2,170,800 shares of common stock for issuance upon the exercise of
stock awards granted to employees, directors, and consultants under the plan.
The exercise price of an option cannot be less than 100% of the fair market
value of the common stock on the date of grant. The maximum term of options
granted is 10 years. The plan will terminate in August 2010, unless sooner
terminated by the board.

In August 2000, the Company also adopted an Employee Stock Purchase Plan
covering an aggregate of 250,000 shares of common stock. Under the Purchase
Plan, the board may authorize participation by eligible employees, including
officers, in periodic offerings following the commencement of the Purchase Plan.
The initial offering under the Purchase Plan will commence on the effective date
of this offering. Employees who participate in an offering may have up to 15% of
their earnings withheld under the Purchase Plan. The amount withheld will then
be used to purchase shares of the common stock on specified dates determined by
the board. The price of common stock purchased under the Purchase Plan will be
equal to 85% of the lower of the fair market value of the common stock at the
commencement date of each offering period or the relevant purchase date.

The Company has a Nonstatutory Stock Option Plan with 7,742,219 shares of
Class A common stock authorized for issuance. The plan provides for grants of
nonstatutory stock options to the Company's officers and directors and the
officers and directors of Titan. The Company has the right to repurchase shares
received on the exercise of an option at the book value of those shares if the
purchaser terminates service prior to the completion of the initial public
offering. After the completion

F-26
<PAGE>
SUREBEAM CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 11. STOCK-BASED AND OTHER COMPENSATION PLANS (CONTINUED)
of the offering, the exercise price for a nonstatutory stock option cannot be
less than 85% of the fair market value of the common stock on the date of grant.
The term of the stock options may not exceed February 19, 2008, the plan
termination date. As of June 30, 2000, options to purchase a total of 6,987,563
shares of the Class A common stock were held by participants and 754,656 shares
remained available for grant.

Certain officers and key employees participate in the Titan non-qualified
executive deferred compensation plan. The Company also has performance bonus
plans for certain of its employees. Related expense for these two plans amounted
to approximately $8,000, $41,000 and $264,000 in years ended December 31, 1997,
1998 and 1999, respectively.

NOTE 12. GEOGRAPHIC OPERATIONS

The Company has historically operated in one business segment related to its
electron beam technology, principally in the United States.

NOTE 13. SUBSEQUENT EVENTS

In August 2000, Titan contributed to SureBeam the assets, liabilities and
operations related to Titan's electronic food pasteurization business. Titan's
electronic food pasteurization business had been operated as part of a division
of Titan, together with Titan's medical equipment sterilization business and its
linear electron beam accelerator business. Also at the time of the contribution,
the Company licensed to Titan the patent rights for the SureBeam technology to
be used solely for the medical equipment sterilization business, which was
retained by Titan.

In connection with the contribution agreement with Titan, the Company
entered into a number of other agreements with Titan for such items as corporate
services, facilities, filing of income tax returns and employee benefit plans
(See Note 6). These agreements provide, among other things, continuation of
services which have historically been provided by Titan to SureBeam while the
Company builds its corporate infrastructure on a stand-alone basis. As
consideration for these services, Titan will charge to the Company an allocation
of the cost for these services to the extent that they pertain to SureBeam.
Management believes that these allocations are reasonable.

Also in connection with the contribution by Titan to SureBeam, the
outstanding parent company investment included in the accompanying financial
statements plus additional amounts funded by Titan through August 2000, were
assumed by SureBeam as evidenced by the subordinated promissory note payable to
Titan under which Titan has committed to lend us a maximum of $75.0 million (See
Note 6).

Further, in connection with the contribution agreement in August 2000, the
Company adopted three new equity incentive plans (See Note 11). Additionally,
the options granted under the 1998 Stock Option Plan were substituted for
options under the new plans and retained the terms of the original option
grants.

F-27
<PAGE>
[Graphic depicting a computer screen with images of people eating food and
stating "SureBeam Safe" with the caption "Food-borne illness is a national
problem. Keep your family safe with SureBeam."]
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Through and including , 2000 (the 25th day after the date of
this prospectus), all dealers effecting transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

6,700,000 SHARES

[LOGO]

CLASS A COMMON STOCK

--------------
P R O S P E C T U S
------------------

MERRILL LYNCH & CO.

CREDIT SUISSE FIRST BOSTON

FIRST UNION SECURITIES, INC.

A. G. EDWARDS & SONS, INC.

[MONTH/DATE/YEAR]

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all expenses payable, other than the
underwriting discount and commissions, by the Registrant in connection with the
sale of the Common Stock being registered. All the amounts shown are estimates
except for the SEC registration fee, the NASD filing fee and the Nasdaq listing
fee.

<TABLE>
<S> <C>
SEC Registration fee........................................ $ 33,563
NASD filing fee............................................. 13,214
Nasdaq Stock Market Listing Application fee................. 87,000
Blue sky qualification fees and expenses.................... 5,000
Printing and engraving expenses............................. 500,000
Legal fees and expenses..................................... 500,000
Accounting fees and expenses................................ 500,000
Transfer agent and registrar fees........................... 3,000
Miscellaneous............................................... 10,454
----------
Total................................................... $1,652,231
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Section 145 of the Delaware General Corporation 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.

The Registrant's 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 the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its directors and executive
officers to the fullest extent permitted by Section 145 of the Delaware Law,
including circumstances in which indemnification is otherwise discretionary.
Pursuant to Section 145 of the 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

II-1
<PAGE>
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.

The Registrant has entered into indemnity agreements with each of its
directors and executive officers that require the Registrant to indemnify such
persons against any and all expenses (including attorneys' fees), witness fees,
damages, judgments, fines, settlements and other amounts incurred (including
expenses of a derivative action) in connection with any action, suit or
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, an officer or
an employee 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.

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.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the forgoing provisions, the Registrant has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since January 1, 1997, the Registrant has sold and issued the following
unregistered securities:

1. In connection with the Registrant's reorganization with Titan in
August 2000, the Registrant issued 46,583,850 shares of Class B common stock to
Titan and 232,919 shares of its Class A common stock to Dr. Gene Ray. The
Registrant issued such shares in reliance on the exemption provided in
Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

2. In August 2000, the Registrant assumed warrants held by Cloverleaf Cold
Storage Co. to purchase up to 465,838 shares of its Class A common stock at an
exercise price of $0.107 per share and warrants to purchase up to 1,397,515
shares of its Class A common stock at an exercise price of $0.715 per share in
consideration of a strategic leasing agreement. In addition the Registrant
assumed warrants held by Applied Power Associates, Inc. to purchase 372,670
shares of its Class A common stock at an exercise price of $0.1438 per share.
The Registrant assumed such warrants in reliance upon the exemption from
securities registration afforded by Rule 506 of Regulation D under the
Securities Act.

3. As of August 10, 2000, the Registrant has granted options to purchase an
aggregate of 8,110,226 shares of its Class A common stock to directors,
employees and consultants under its Nonstatutory Stock Option Plan and its 2000
Stock Option Plan. The exercise price of such options is $0.1438 per share.

The offers, sales and issuances of the above securities were deemed to be
exempt from registration under the Securities Act in reliance on Section 4(2) of
the Securities Act, and/or Regulation D promulgated thereunder, or Rule 701
promulgated under Section 3(b) of the Securities Act as transactions by an
issuer not involving a public offering or transactions under compensatory
benefit plans and contracts relating to compensation as provided under such
Rule 701. The recipients of

II-2
<PAGE>
securities in each such transaction represented their intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof and appropriate legends were affixed to the share
certificates and warrants issued in such transactions. All recipients had
adequate access, through employment or other relationships, to information about
the Company.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<C> <S>
1.1+ Form of Underwriting Agreement.
3.1 Certificate of Incorporation.
3.2 Bylaws.
3.3+ Form of Bylaws to become effective prior to the
effectiveness of this Registration Statement.
4.1 Reference is made to Exhibits 3.1, 3.2 and 3.3.
4.2+ Form of Common Stock Certificate.
4.3+ Form of Warrant Agreement.
5.1+ Opinion of Cooley Godward LLP.
10.1+ Form of Indemnity Agreement entered into between the
Registrant and its directors and officers.
10.2+ Registrant's 2000 Equity Incentive Plan.
10.3+ Form of Incentive and Nonstatutory Stock Option Agreements
under the 2000 Equity Incentive Plan.
10.4+ Registrant's Employee Stock Purchase Plan and related
offering document.
10.5+ Registrant's Nonstatutory Stock Option Plan.
10.6+ Form of Stock Option Agreement under Registrant's
Nonstatutory Stock Option Plan.
10.7*+ Sub-Lease Agreement between Cloverleaf Cold Storage and The
Titan Corporation dated September 1, 1999.
10.8 Industrial Real Estate Lease between B/G Management and The
Titan Corporation dated April 10, 2000.
10.9*+ Joint Venture Arrangement and Agreement for Purchase of an
Electron Beam System by and Among Titan Scan Corp. and
Mitsubishi Corp. dated December 20, 1999.
10.10*+ Agreement for Purchase of an X-Ray System by and among Titan
Scan Corp., The Titan Corporation, Hawaii Pride, John W.
Clark and Eric Weinert.
10.11*+ Letter Agreement between Titan Scan and Zero Mountain Cold
Storage dated November 29, 1999.
10.12*+ Letter Agreement between Titan Scan and IBP, Inc. dated
April 1, 1999.
10.13*+ Letter Agreement between Titan Scan and Tyson Foods dated
September 15, 1999.
10.14*+ Letter Agreement between Titan Scan and Emmpak Foods, Inc.
dated April 19, 1999.
10.15*+ Letter Agreement between Titan Scan and Excel Corporation
dated March 29, 1999.
10.16*+ Letter Agreement between Titan Scan and ConAgra Fresh Meat
and Poultry dated April 26, 1999.
10.17*+ Letter Agreement between Titan Scan and Huisken Meat Center
Inc. dated October 19, 1999.
10.18*+ Agreement between Kraft Foods, Inc. and Titan Scan Corp.
dated February 10, 2000.
10.19*+ Product Testing and Collaboration Agreement between Anchor
Food Products and SureBeam Corporation dated as of June
16, 2000.
10.20*+ Product Testing and Collaboration Agreement between Del
Monte Corporation and SureBeam Corporation dated as of
July 15, 2000.
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<C> <S>
10.21*+ Contract for Purchase and Sale of Equipment and Services
dated December 28, 1999 between Zero Mountain Cold Storage
and Titan Scan.
10.22+ Agreement between Texas A&M University, Texas Agricultural
Experiment Station and SureBeam Corporation.
10.23*+ Joint Venture and Strategic Partnering Agreement dated May
18, 2000 between Tech Ion Industrial Brasil S.A. and
SureBeam Corporation.
10.24 Letter Agreement dated September 30, 1999, as amended on
October 18, 1999, between The Titan Corporation and Larry
Oberkfell.
10.25 Letter Agreement dated July 14, 1999 between The Titan
Corporation and Kevin Claudio.
10.26+ Joint Venture Arrangement and Agreement for purchase of an
electron beam system by and among SureBeam Corporation and
Zero Mountain, Inc. dated August 8, 2000.
10.27+ Tax Allocation Agreement dated as of August 4, 2000 between
The Titan Corporation and SureBeam Corporation.
10.28+ Corporate Services Agreement dated August 4, 2000 between
The Titan Corporation and SureBeam Corporation.
10.29+ Subordinated Promissory Note dated August 4, 2000 between SB
Operating Co. and The Titan Corporation.
10.30+ Contribution Agreement dated as of August 4, 2000 among The
Titan Corporation, SureBeam Corporation and Gene Ray.
10.31+ Contribution Agreement dated as of August 4, 2000 between
SureBeam Corporation and SB Operating Co.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2+ Consent of Cooley Godward LLP. Reference is made to Exhibit
5.1.
24.1 Power of Attorney. Reference is made to page II-5.
27.1 Financial Data Schedule.
</TABLE>

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

* Confidential Treatment has been requested with respect to certain portions
of this exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission.

+ To be filed by amendment.

(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.

The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

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 14 of this registration
statement, or otherwise, the registrant has been advised that in the opinion of
the 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

II-4
<PAGE>
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 that:

(1) 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.

(2) 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.

II-5
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego, County of San
Diego, State of California, on the 10th day of August, 2000.

<TABLE>
<S> <C> <C>
By: /s/ LARRY A. OBERKFELL
-----------------------------------------
Larry A. Oberkfell
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, jointly and severally, Larry A. Oberkfell and
Kevin K. Claudio his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, in any and all
capacities, to sign any and all amendments (including post-effective amendments,
exhibits thereto and other documents in connection therewith) to this
Registration Statement and any subsequent registration statement filed by the
registrant pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
which relates to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact, or his
or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form S-1 has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
President, Chief Executive
/s/ LARRY A. OBERKFELL Officer and Director
------------------------------------------- (PRINCIPAL EXECUTIVE August 10, 2000
Larry A. Oberkfell OFFICER)

Vice President and
/s/ KEVIN K. CLAUDIO Chief Financial Officer
------------------------------------------- (PRINCIPAL FINANCIAL AND August 10, 2000
Kevin K. Claudio ACCOUNTING OFFICER)

/s/ GENE W. RAY
------------------------------------------- Chairman of the Board August 10, 2000
Gene W. Ray

/s/ SUSAN GOLDING
------------------------------------------- Director August 10, 2000
Susan Golding
</TABLE>

II-6
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------------------------------ -----------------------
<C> <S>
1.1+ Form of Underwriting Agreement.

3.1 Certificate of Incorporation.

3.2 Bylaws.

3.3+ Form of Bylaws to become effective prior to the
effectiveness of this Registration Statement.

4.1 Reference is made to Exhibits 3.1, 3.2 and 3.3.

4.2+ Form of Common Stock Certificate.

4.3+ Form of Warrant Agreement.

5.1+ Opinion of Cooley Godward LLP.

10.1+ Form of Indemnity Agreement entered into between the
Registrant and its directors and officers.

10.2+ Registrant's 2000 Equity Incentive Plan.

10.3+ Form of Incentive and Nonstatutory Stock Option Agreements
under the 2000 Equity Incentive Plan.

10.4+ Registrant's Employee Stock Purchase Plan and related
offering document.

10.5+ Registrant's Nonstatutory Stock Option Plan.

10.6+ Form of Stock Option Agreement under Registrant's
Nonstatutory Stock Option Plan.

10.7*+ Sub-Lease Agreement between Cloverleaf Cold Storage and The
Titan Corporation dated September 1, 1999.

10.8 Industrial Real Estate Lease between B/G Management and The
Titan Corporation dated April 10, 2000.

10.9*+ Joint Venture Arrangement and Agreement for Purchase of an
Electron Beam System by and Among Titan Scan Corp. and
Mitsubishi Corp. dated December 20, 1999.

10.10*+ Agreement for Purchase of an X-Ray System by and among Titan
Scan Corp., The Titan Corporation, Hawaii Pride, John W.
Clark and Eric Weinert.

10.11*+ Letter Agreement between Titan Scan and Zero Mountain Cold
Storage dated November 29, 1999.

10.12*+ Letter Agreement between Titan Scan and IBP, Inc. dated
April 1, 1999.

10.13*+ Letter Agreement between Titan Scan and Tyson Foods dated
September 15, 1999.

10.14*+ Letter Agreement between Titan Scan and Emmpak Foods, Inc.
dated April 19, 1999.

10.15*+ Letter Agreement between Titan Scan and Excel Corporation
dated March 29, 1999.

10.16*+ Letter Agreement between Titan Scan and ConAgra Fresh Meat
and Poultry dated April 26, 1999.

10.17*+ Letter Agreement between Titan Scan and Huisken Meat Center
Inc. dated October 19, 1999.

10.18*+ Agreement between Kraft Foods, Inc. and Titan Scan Corp.
dated February 10, 2000.

10.19*+ Product Testing and Collaboration Agreement between Anchor
Food Products and SureBeam Corporation dated June 16, 2000.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------------------------------ -----------------------
<C> <S>
10.20*+ Product Testing and Collaboration Agreement between Del
Monte Corporation and SureBeam Corporation dated July 15,
2000.

10.21*+ Contract for Purchase and Sale of Equipment and Services
dated December 28, 1999 between Zero Mountain Cold Storage
and Titan Scan.

10.22+ Agreement between Texas A&M University, Texas Agricultural
Experiment Station and SureBeam Corporation.

10.23*+ Joint Venture and Strategic Partnering Agreement dated
May 18, 2000 between Tech Ion Industrial Brasil S.A. and
SureBeam Corporation.

10.24 Letter Agreement dated September 30, 1999, as amended on
October 18, 1999, between The Titan Corporation and Larry
Oberkfell.

10.25 Letter Agreement dated July 14, 1999 between The Titan
Corporation and Kevin Claudio.

10.26+ Joint Venture Arrangement and Agreement for purchase of an
electron beam system by and among SureBeam Corporation and
Zero Mountain, Inc. dated August 8, 2000.

10.27+ Tax Allocation Agreement dated as of August 4, 2000 between
The Titan Corporation and SureBeam Corporation.

10.28+ Corporate Services Agreement dated August 4, 2000 between
The Titan Corporation and SureBeam Corporation.

10.29+ Subordinated Promissory Note dated August 4, 2000 between SB
Operating Co. and The Titan Corporation.

10.30+ Contribution Agreement dated as of August 4, 2000 among The
Titan Corporation, SureBeam Corporation and Gene Ray.

10.31+ Contribution Agreement dated as of August 4, 2000 between
SureBeam Corporation and SB Operating Co.

21.1 Subsidiaries of the Registrant.

23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.

23.2+ Consent of Cooley Godward LLP. Reference is made to Exhibit
5.1.

24.1 Power of Attorney. Reference is made to page II-5.

27.1 Financial Data Schedule.
</TABLE>

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

* Confidential Treatment has been requested with respect to certain portions
of this exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission.

+ To be filed by amendment.