ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this ?Agreement?) is entered into as of the 18^th day of November, 2003, between LMC Sub One, Inc., a Delaware corporation (?Assignor?), and LMC LLC One, LLC, a Delaware limited liability company (?Assignee?).

WHEREAS, Assignor, Lockheed Martin Corporation, a Maryland corporation and corporate parent of Assignor (?LMC?), and The Titan Corporation, a Delaware corporation (?Titan?) are parties to an Agreement and Plan of Merger dated as of September 15, 2003 (the ?Merger Agreement?), pursuant to which Titan will be merged with and into Assignor (or, under certain circumstances, Assignor will be merged with and into Titan) after which Assignor (or Titan, as the case may be), as successor in the merger, will continue to exist under Delaware law as a wholly owned subsidiary of LMC;

WHEREAS, pursuant to Section 9.5 of the Merger Agreement and subject to reassignment back to Assignor pursuant to Section 2 below, Assignor desires to assign to Assignee all of its rights and obligations under the Merger Agreement, and Assignee desires to assume Assignor?s obligations under the Merger Agreement;

WHEREAS, Assignee was formed solely to effect the Merger Agreement by filing the Certificate of Formation attached hereto as Exhibit A; and

WHEREAS, as a result of the assignment effected hereby and upon consummation of the Reverse Merger (as defined in the Merger Agreement), such Certificate of Formation will become the governing document of the surviving legal entity.

NOW, THEREFORE, in consideration of the sum of $1.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

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