EX-24 2 karr1.htm POWER OF ATTORNEY
   POWER OF ATTORNEY

 For Section 16(a) Securities and Exchange Act of 1934 Filings





Know all by these presents that the undersigned hereby constitutes and appoints

each Cheryl L. Barr and Michael H. Kirker, signing singly, the undersigned's

true and lawful attorney-in-fact to:



1) Do and perform all acts for and on behalf the undersigned which may

be necessary or desirable to apply for an obtain EDGAR Access Codes to be

used on behalf of the undersigned for Electronic Filing of all Section

16(a) Securities and Exchange Act of 1934 filings.



2) Execute for and on behalf of the undersigned, in the undersigned's

capacity as an officer of The Titan Corporation (the "Company"), Forms 4

and 5 in accordance with Section 16(a) of the Securities Exchange Act of

1934 and the rules thereunder;



3) Do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete the execution

of any such Form 3, 4 or 5, complete and execute any amendment or

amendments thereto, and timely file such form with the United States

Securities and Exchange Commission and any other authority; and



4) Take any other action of any type whatsoever in connection with

the foregoing which, in the opinion of such attorney-in-fact, may be of

benefit to, or in the best interest of, or legally required by, the

undersigned, it being understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant to this Power of

Attorney shall be in such form and shall contain such terms and conditions

as such attorney-in-fact may approve in such attorney-in-fact's discretion.



 The undersigned hereby grants to each such attorney-in-fact, full

power and authority to do and perform all and every act and thing whatsoever

requisite, necessary and proper to be done in the exercise of any of the

rights and powers herein granted, as fully to all intents and purposes the

undersigned might or could do if personally present, with full power of

substitution or revocation, hereby ratifying and confirming all that such

attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall

lawfully do or cause to be done by virtue of this power of attorney and the

rights and powers herein granted.  The undersigned acknowledges that the

foregoing attorney's-in-fact, in serving in such capacity at the request of

the undersigned, are not assuming, nor is the Company assuming, any of the

undersigned's responsibilities to comply with Section 16 of the Securities

Exchange Act of 1934.



 This Power of Attorney shall remain in full force and effect until

the undersigned is no longer required to file Forms 3, 4 and 5 with

respect to the undersigned's holdings of and transactions in securities

issued by the Company, unless earlier revoked by the undersigned in a

signed writing delivered to the foregoing attorney's-in-fact.





 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to

be executed as of this 19th day of August 2004.









    /s/ Thomas J. Karr





Subscribed and sworn to before me on this 19th day of August, 2004



State of New Jersey   )

     ) ss.

County of Burlington   )



      /s/ Barbara A. Cassano

Notary Public Seal    Signature of Notary Public







     Barbara A. Cassano

     Notary Public of New Jersey

     My Commission Expires March 6, 2006