SC 13D

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

GlobalNet, Inc. (Name of Issuer)

Common Stock, Par Value $.001 Per Share (Title of Class of Securities)

37940E104 (CUSIP Number of Class of Securities)

Nicholas J. Costanza, Esq.
General Counsel
The Titan Corporation
3033 Science Park Road
San Diego, CA 92121-1199
(858) 552-9500 (Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

January 6, 2002 (Date of Event which Requires Filing of This Statement)

        If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Statement because of Rule 13d-1(b)(3) or (4), check the following: (/ /)

        Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following page(s))

Page 1 of 2 Pages

CUSIP No.    37940E104 13D Page 2 of 2 Pages

(1)	Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
	The Titan Corporation I.R.S. Identification No. 95-2588754
(2)	Check the Appropriate Box if a Member	(a)	/ /
	of a Group*	(b)	/ /
(3)	SEC Use Only
(4)	Source of Funds*
	00
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6)	Citizenship or Place of Organization
	Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power
			0
		(8)	Shared Voting Power
			10,394,990 (See Item 5)
		(9)	Sole Dispositive Power
			0
		(10)	Shared Dispositive Power
			0
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
	10,394,990 (See Item 5)
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
(13)	Percent of Class Represented by Amount in Row (11)
	32.16%
(14)	Type of Reporting Person*
	CO
*SEE INSTRUCTION BEFORE FILLING OUT!

        This statement on Schedule 13D is being filed pursuant to Rule 13d-1 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act") by The Titan Corporation, a Delaware corporation ("Titan"), with respect to the common stock, par value $.001 per share ("GlobalNet Common Stock") of GlobalNet, Inc., a Nevada corporation ("GlobalNet").

        Item 1. Security and Issuer.

        This statement relates to GlobalNet Common Stock. The address of GlobalNet's principal executive offices is 1919 South Highland Avenue, Suite 125-D, Lombard, Illinois 60148.

        Item 2. Identity and Background.

        (a)—(c) and (f). Pursuant to Rule 13d-l of Regulation 13D-G of the General Rules and Regulations under the Act, this statement is being filed on behalf of The Titan Corporation, a corporation organized under the laws of the State of Delaware. Titan provides information technology and electronic systems services to commercial and government customers. Titan's principal business address, which also serves as its principal executive offices, is 3033 Science Park Road, San Diego, CA 92121-1199.

        Titan hereby disclaims beneficial ownership of any shares of GlobalNet Common Stock which may be voted in accordance with the voting agreement described herein, and the filing of this statement shall not be construed as an admission that Titan is, for purposes of Section 13(d) of the Act, the beneficial owner of any such shares of GlobalNet Common Stock.

        Each executive officer and each director of Titan is a citizen of the United States. The name, business address and present principal occupation of each executive officer and director is set forth in Annex A to this Schedule 13D and incorporated herein by reference. Other than executive officers and directors, there are no persons or corporations controlling or ultimately in control of Titan.

        (d) and (e). During the last five years, neither Titan nor, to Titan's knowledge, any of its executive officers or directors has (i) ever been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

        Item 3. Source and Amount of Funds or Other Consideration

        Titan did not pay any consideration to the GlobalNet stockholders who are party to the GlobalNet Voting Agreement (as defined in Item 4) in connection with the execution and delivery of the GlobalNet Voting Agreement.

        Item 4. Purpose of Transaction.

        On January 6, 2002, Titan, T T III Acquisition Corp., a wholly-owned subsidiary of Titan ("Merger Sub"), and GlobalNet entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into GlobalNet (the "Merger"). GlobalNet will be the surviving corporation in the Merger and will become a wholly-owned subsidiary of Titan.

        As a result of the Merger, among other things, each share of GlobalNet Common Stock outstanding immediately prior to the effective time of the Merger (the "Effective Time") will be converted into the right to receive a portion of a share of Titan common stock based on an exchange ratio, plus cash in lieu of fractional shares. The exchange ratio will be determined based upon the average closing sale price of Titan's common stock for the 20-consecutive trading day period ending on the fifth trading day prior to GlobalNet's shareholders' meeting to vote on adoption of the Merger Agreement (the "Titan Average Trading Price"). The exchange ratio is subject to a collar ranging from $25.625 to $27.625. If the Titan Average Trading Price is $20.125 or less, Titan can elect to reset the exchange ratio, and if the Titan Average Trading Price is $33.150 or more, GlobalNet can elect to reset the exchange ratio. If the exchange ratio is not reset at the price levels described above, the parties may terminate the Merger Agreement.

        Each outstanding option to purchase shares of GlobalNet Common Stock, (other than options with an exercise price greater than the value of GlobalNet Common Stock calculated pursuant to the Merger Agreement) will be assumed by Titan at the effective time of the Merger (the "Effective Time"). Each assumed option will be converted into an option to purchase shares of Titan Common Stock. The number of shares subject to the assumed options and the option exercise prices will be adjusted based on the exchange ratio described above. All other terms of the options will remain unchanged. All outstanding options with an exercise price greater than the value of GlobalNet Common Stock, to the extent not exercised prior to the Effective Time, will be terminated at the Effective Time.

        As an inducement to Titan's entering into the Merger Agreement, on January 6, 2002, Titan, Merger Sub and certain stockholders of GlobalNet (the "GlobalNet Stockholders") beneficially owning a total of 10,394,990 shares of GlobalNet Common Stock (the "Stockholder Shares") entered into a Voting Agreement (the "GlobalNet Voting Agreement"), pursuant to which each GlobalNet Stockholder agreed to vote, or cause the record holder of the Stockholder Shares to vote, the Stockholder Shares and all other shares of GlobalNet Common Stock acquired by such persons (the Stockholder Shares and all such other shares collectively, the "Voting Agreement Shares") until the termination of the GlobalNet Voting Agreement (i) in favor of the Merger and approval and adoption of the Merger Agreement and the transactions contemplated thereby in connection with any meeting of, or solicitation of consents from, the stockholders of GlobalNet at which or in connection with which the Merger or the Merger Agreement are submitted for the consideration and vote of the stockholders of GlobalNet; (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of GlobalNet in the Merger Agreement; (iii) against any action or agreement that would cause any closing condition to the Merger to not be satisfied; (iv) against approval or adoption of any extraordinary corporate transaction (other than the Merger, the Merger Agreement and related transactions), including any transaction involving (a) the sale or transfer of all or substantially all of the capital stock of GlobalNet, whether by merger, consolidation or other business combination, (b) a sale or transfer of all or substantially all of the assets of GlobalNet or its subsidiaries, (c) a reorganization, recapitalization or liquidation of GlobalNet or its subsidiaries, or (d) any amendment to GlobalNet's governing instruments creating any new class of securities of GlobalNet or otherwise affecting the rights of any class of security as currently in effect; and (v) against the following actions (other than the Merger or any of the other transactions contemplated by the Merger Agreement): (a) any GlobalNet acquisition proposal, (b) any change in a majority of the members of the board of directors of GlobalNet, or (c) any other actions that are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or the GlobalNet Voting Agreement. Further, the GlobalNet Stockholders have agreed to not: (i) cause or permit any transfer of any Voting Agreement Shares to be effected; (ii) tender any of the Voting Agreement Shares to any person or (iii) create or permit to exist any encumbrance with respect to any Voting Agreement Shares (other than encumbrances which do not affect, directly or indirectly, the voting of the Voting Agreement Shares as provided in the GlobalNet Voting Agreement or encumbrances arising involuntarily or by operation of law). Further, each GlobalNet Voting Agreement agreed to ensure, until the termination of the GlobalNet Voting Agreement, that (a) none of the Voting Agreement Shares are deposited into a voting trust and (b) no proxy is granted and no voting agreement or similar agreement is entered into with respect to any of the Voting Agreement Shares.

        The Voting Agreement Shares represented approximately 32.16% of the GlobalNet Common Stock outstanding as of December 20, 2001, as represented by GlobalNet in the Merger Agreement. The GlobalNet Stockholders are Robert J. Donahue, Colum P. Donahue and Adams Ventures, L.P., a fund controlled by Robert J. Donahue.

        The GlobalNet Voting Agreement shall terminate upon the earlier to occur of (i) the termination of the Merger Agreement or (ii) the Effective Time.

        Pursuant to the Merger Agreement, the directors of Merger Sub immediately prior to the completion of the Merger will be the initial directors of the wholly-owned subsidiary of Titan that will

be the surviving corporation in the Merger and will serve until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal. The initial officers of the wholly-owned subsidiary of Titan that will be the surviving corporation in the Merger will consist of certain existing officers of Titan and GlobalNet who are listed on Annex B attached hereto.

        Pursuant to the Merger Agreement, GlobalNet has agreed, during the period prior to the Effective Time, that neither it nor its subsidiaries will pay dividends or make other distributions in respect of their capital stock.

        Except as described in this Item 4, Titan has no plans or proposals which relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

        The preceding summary of certain provisions of the Merger Agreement and the GlobalNet Voting Agreement, copies of which are filed as exhibits hereto and incorporated herein by reference, does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements.

        Item 5. Interest in the Securities of the Issuer.

        (a) and (b). The aggregate number of shares of GlobalNet Common Stock that Titan may be deemed to share the power to vote or direct the vote of (and, as a result, may, under Rule 13d-3 under the Act, be deemed the beneficial owner of) is 10,394,990, which constitutes approximately 32.16% of the GlobalNet Common Stock outstanding as of December 20, 2001, as represented by GlobalNet in the Merger Agreement. However, Titan disclaims beneficial ownership of such shares of GlobalNet Common Stock.

        Pursuant to the GlobalNet Voting Agreement described in Item 4 and in this Item 5, Titan has the power to cause the GlobalNet Stockholders to vote the Voting Agreement Shares only with respect to the matters specified in such GlobalNet Voting Agreement, as described herein. Titan does not have the sole or shared power to vote or to direct the vote of the Voting Agreement Shares other than as provided in the GlobalNet Voting Agreement. Titan does not have the sole or shared power to dispose or to direct the disposition of the Voting Agreement Shares.

        The GlobalNet Voting Agreement is included as an exhibit hereto and incorporated herein by reference. The preceding summary of the GlobalNet Voting Agreement is qualified in its entirety by reference to the full text of such agreement.

        To Titan's knowledge, no director or executive officer of Titan beneficially owns any shares of GlobalNet Common Stock.

(c)

Except as described herein, neither Titan nor, to Titan's knowledge, the persons listed on Schedule I hereto, have engaged, within the last sixty (60) days, in any transactions involving GlobalNet Common Stock.



(d)

Not applicable.



(e)

Not applicable.

        Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

        On January 6, 2002, GlobalNet and Titan entered in to a Note Purchase Agreement (the "Note Purchase Agreement"). Pursuant to the Note Purchase Agreement, Titan will purchase from GlobalNet a promissory note in the aggregate principal amount of up to $5 million. As of the date of this statement, $3 million had been advanced to GlobalNet under the note. In connection with the Note Purchase Agreement, Robert J. Donahue, Colum P. Donahue and Adams Ventures, L.P., a fund controlled by Robert J. Donahue (Robert J. Donahue, Colum P. Donahue and Adams Ventures, L.P. are collectively referred to as the "Pledgors") and Titan entered into a Stock Pledge Agreement (the "Stock Pledge Agreement"), pursuant to which the Pledgors pledged and assigned to Titan a first priority security interest in and continuing lien on all of Pledgors' right, title and interest in, to and under an aggregate of 10,394,990 shares of GlobalNet Common Stock (the "Pledge Shares") as security

for the obligations of GlobalNet under the Note Purchase Agreement. The Pledge Shares represented 32.16% of the GlobalNet Common Stock outstanding as of December 20, 2001, as represented by GlobalNet in the Merger Agreement. The Stock Pledge Agreement is included as an exhibit hereto and incorporated herein by reference. The preceding summary of the Stock Pledge Agreement is qualified in its entirety by reference to the full text of such agreement.

        In connection with the Merger Agreement, Robert J. Donahue, Colum P. Donahue and Adams Ventures, L.P., a fund controlled by Robert J. Donahue, entered into a Holdback Agreement (the "Holdback Agreement") with Titan on January 6, 2002, pursuant to which Titan will withhold thirty percent of the total number of shares of Titan common stock otherwise issuable to such persons in the Merger for a thirteen month period following the Effective Time. The shares subject to holdback are security for the performance of certain indemnification obligations of the shareholder parties. Under the Holdback Agreement such shareholder parties have agreed to jointly and severally indemnify, defend and hold Titan, GlobalNet and their respective officers, directors and affiliates harmless against certain losses related to the accuracy of GlobalNet's representations and warranties and the performance of GlobalNet's covenants, each as contained in the Merger Agreement, and certain employment and litigation claims. The Holdback Agreement is included as an exhibit hereto and incorporated herein by reference. The preceding summary of the Holdback Agreement is qualified in its entirety by reference to the full text of such agreement.

        Other than as described herein, there are no contracts, understandings, or relationships (legal or otherwise) between the persons named in Item 2 hereof and any other person or persons with respect to any securities of GlobalNet, including but not limited to transfer or voting of any of the GlobalNet Common Stock, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

        Item 7. Material to be Filed as Exhibits.

Exhibit 1	Agreement and Plan of Merger, dated January 6, 2002, by and among Titan, Merger Sub and GlobalNet.
Exhibit 2	Voting Agreement, dated January 6, 2002, among Titan, Merger Sub and Robert J. Donahue, Colum P. Donahue and Adams Ventures, L.P.
Exhibit 3	Stock Pledge Agreement, dated January 6, 2002, among Robert J. Donahue, Colum P. Donahue and Adams Ventures, L.P. and Titan.
Exhibit 4	Holdback Agreement, dated January 6, 2002, among Robert J. Donahue, Colum P. Donahue and Adams Ventures, L.P. and Titan.

SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 15, 2002

THE TITAN CORPORATION
By:
	/s/  NICHOLAS J. COSTANZA, ESQ.
Name:	Nicholas J. Costanza, Esq.
Title:	Secretary and General Counsel

Annex A

        The following table sets forth the names, addresses and principal occupations of the directors and executive officers of The Titan Corporation ("Titan"). The principal business address of each such director and executive officer is the address of Titan, 3033 Science Park Road, San Diego, California 92121-1199. Each of such directors and executive officers is a citizen of the United States.

DIRECTORS OF TITAN

Name	Present Principal Occupation or Employment
Dr. Gene W. Ray	Chairman of the Board, President and CEO of Titan
Charles R. Allen	Retired Executive Vice President of TRW, Inc., diversified manufacturing
Michael B. Alexander	Retired Chairman and CEO of AverStar, Inc.
Joseph F. Caligiuri	Retired Executive Vice President of Litton Industries, Inc., diversified manufacturing
Daniel J. Fink	President of D.J. Fink Associates, Inc., management consulting
Susan Golding	Former Mayor of San Diego
Robert M. Hanisee	Managing Director of Trust Company of the West
Robert E. La Blanc	President of Robert E. La Blanc Associates, Inc., financial and technical consulting
Thomas G. Pownall	Retired Chairman and Chief Executive Officer of Martin Marietta Corporation
James E. Roth	Former President & CEO of GRC International, Inc., Consultant for GRC, Boeing and Titan
Joseph R. Wright, Jr.	Vice Chairman and Director of Terremark Worldwide, Inc.

EXECUTIVE OFFICERS OF TITAN

Name	Present Principal Occupation or Employment
	(all with The Titan Corporation)
Dr. Gene W. Ray	Chairman of the Board, President and CEO
Eric M. DeMarco	Executive Vice President, COO & Treasurer
Mark Sopp	Chief Financial Officer
Mellon C. Baird	Senior Vice President and President and CEO of Titan Systems Corporation
Nicholas J. Costanza	Senior Vice President, General Counsel & Secretary
Lawrence A. Oberkfell, Sr.	Senior Vice President and President and CEO of SureBeam Corporation
Eugene O'Rourke	Senior Vice President and President and CEO of Titan Wireless, Inc.
David P. Porreca	Senior Vice President and President and CEO of Cayenta, Inc.
Deanna Hom Peterson	Vice President & Corporate Controller
Rochelle R. Bold	Vice President, Investor Relations
Mary Jo Cippel	Vice President, Administration
John Dressendorfer	Vice President, Government Relations
Dianne D. Scott	Vice President, Human Resources
Ralph Williams	Vice President, Corporate Communications

Annex B

        The following table sets forth the list of initial officers of the wholly-owned subsidiary of Titan that will be the surviving corporation in the Merger.

Name	Title
Gene W. Ray	Chairman
Mellon C. Baird	President
Eric M. DeMarco	Chief Operating Officer and Executive Vice President
Mark Sopp	Chief Financial Officer and Treasurer
Robert J. Donahue	Vice President
Colum P. Donahue	Vice President
Daniel Wickersham	Vice President
Pere Valles	Vice President

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SIGNATURE
Annex A
Annex B

EX-1

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AGREEMENT AND PLAN OF MERGER

        THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into on January 6, 2002, by and among The Titan Corporation, a Delaware corporation ("Parent"), T T III ACQUISITION CORP., a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and GlobalNet, Inc., a Nevada corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

RECITALS

        WHEREAS, Parent, Merger Sub and the Company intend to effect a merger (the "Merger") of Merger Sub with and into the Company in accordance with this Agreement and the Nevada Revised Statutes (the "NRS"). Upon consummation of the Merger, Merger Sub will cease to exist, and the Company will become a wholly owned subsidiary of Parent;

        WHEREAS, it is intended that the Merger shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code");

        WHEREAS, the Board of Directors of the Company, upon the unanimous recommendation of the Special Committee, has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Company, (ii) adopted this Agreement and the transactions contemplated hereby, and (iii) resolved to recommend the approval of this Agreement in accordance with the terms hereof by the Company's stockholders;

        WHEREAS, concurrently with the execution and delivery of this Agreement and as a condition and inducement to Parent and Merger Sub to enter into this Agreement, Parent and certain stockholders of the Company (collectively, the "Stockholders") are entering into Voting Agreements in the form of Exhibit B (the "Voting Agreements") pursuant to which such stockholders, upon the terms and subject to the conditions specified therein, have agreed to vote all of their shares of Company Common Stock in favor of the approval of this Agreement and to take certain other actions in connection with the transactions contemplated hereby;

        WHEREAS, immediately (but not later than one Business Day) following the execution and delivery of this Agreement, Parent, in its capacity as lender, and the Company, in its capacity as borrower, shall enter into a Non-Negotiable Note Purchase Agreement (the "Note Purchase Agreement") pursuant to which Parent shall purchase a note in the principal amount of up to Five Million Dollars ($5,000,000) from the Company and, at the time set forth in the Note Purchase Agreement, Parent shall advance to the Company the principal sum of Three Million Dollars ($3,000,000) in accordance with the use of proceeds heretofore approved by Parent, all as more fully described therein; and

        WHEREAS, the Company, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements in respect of the Merger and to prescribe various conditions thereto, all as hereinafter set forth.

        NOW, THEREFORE, in consideration for the mutual premises and the representations, warranties, covenants and agreements contained herein, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

SECTION 1. THE MERGER

1.1    MERGER OF MERGER SUB INTO THE COMPANY.

        Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the NRS, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub thereupon shall cease. The Company shall continue as the surviving corporation in the Merger (the "Surviving Corporation") and shall become a wholly owned subsidiary of Parent.

1.2    EFFECT OF THE MERGER.

        The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the NRS, including, without limitation, the effects set forth in Section 92A.250 thereof.

1.3    CLOSING; EFFECTIVE TIME.

        The consummation of the Merger (the "Closing") shall take place at the offices of Hogan & Hartson L.L.P., 8300 Greensboro Drive, McLean, Virginia 22102, at 10:00 a.m. on a date to be mutually designated by Parent and the Company (the "Closing Date"), which date shall be no later than the third business day after the last to be satisfied, or to the extent permitted by applicable Legal Requirements waived, of the conditions set forth in Section 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). Subject to the provisions of this Agreement, articles of merger satisfying the applicable requirements of the NRS (the "Articles of Merger") shall be duly executed on behalf of the Company and Merger Sub and simultaneously with the Closing delivered to the Secretary of State of the State of Nevada for filing. The Merger shall become effective upon the date and time of the filing of the Articles of Merger with the Secretary of State of the State of Nevada or on such other date and at such other time as may be mutually agreed upon by Parent and the Company and set forth in the Articles of Merger (the "Effective Time").

1.4    ARTICLES OF INCORPORATION AND BYLAWS.

        Unless otherwise determined by Parent and the Company prior to the Effective Time:

        (a)  At the Effective Time, the articles of incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation, except that Article I thereof shall be amended to read as follows: "The name of the Corporation shall be GlobalNet, Inc.", and, as so amended, such articles of incorporation shall be the articles of incorporation of the Surviving Corporation after the Effective Time until thereafter changed or amended as provided therein and in accordance with the NRS.

        (b)  At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation, until thereafter amended as provided in the articles of incorporation of the Surviving Corporation and in accordance with the NRS.

        (c)  The directors of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors of Merger Sub immediately prior to the Effective Time.

        (d)  The officers of the Surviving Corporation immediately after the Effective Time shall be the individuals listed on Exhibit C.

1.5    CONVERSION OF SHARES IN THE MERGER.

        (a)  At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:

          (i)  subject to Sections 1.5(b) and 1.5(c), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, if any, shall be converted into the right to receive (A) that number of duly authorized, validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Exchange Ratio, plus (B) any cash in lieu of fractional shares of Parent Common Stock as set forth in Section 1.5(c) (collectively, the "Merger Consideration");

2

For purposes of this Agreement:

The term "Exchange Ratio" shall be determined as follows:

        (1)  subject to clause (4) below, if the Average Parent Trading Price is greater than $27.625, the Exchange Ratio shall be equal to the quotient (computed to the fifth decimal place) obtained by dividing the Company Stock Value by $27.625;

        (2)  if the Average Parent Trading Price is less than or equal to $27.625 and greater than or equal to $25.625, the Exchange Ratio shall be equal to the quotient (computed to the fifth decimal place) obtained by dividing the Company Stock Value by the Average Parent Trading Price; and

        (3)  subject to clause (5) below, if the Average Parent Trading Price is less than $25.625, the Exchange Ratio shall be equal to the quotient (computed to the fifth decimal place) obtained by dividing the Company Stock Value by $25.625.

        (4)  if the Average Parent Trading Price is greater than $33.150, (A) Parent may terminate this Merger Agreement pursuant to Section 7.1(g), unless the Company makes a "Company Election" prior to the date of the Company Stockholders Meeting, in which case the Exchange Ratio shall be equal to the quotient (computed to the fifth decimal place) obtained by dividing (x) the Company Stock Value by (y) $33.150 or (B) in the event that Parent does not terminate this Agreement pursuant to Section 7.1(g) and the Company does not make a Company Election, the Exchange Ratio shall be equal to the quotient (computed to the fifth decimal place) obtained by dividing the Company Stock Value by $27.625;

        (5)  if the Average Parent Trading Price is less than $20.125, (A) Company may terminate this Merger Agreement pursuant to Section 7.1(h), unless the Parent makes a "Parent Election" prior to the date of the Company Stockholders Meeting, in which case the Exchange Ratio shall be equal to the quotient (computed to the fifth decimal place) obtained by dividing (x) the Company Stock Value by (y) $20.125 or (B) in the event that Company does not terminate this Agreement pursuant to Section 7.1(h) and Parent does not make the Parent Election, the Exchange Ratio shall be equal to the quotient (computed to the fifth decimal place) obtained by dividing the Company Stock Value by $25.625.

        The "Average Parent Trading Price" shall mean the average closing sales price, as reported in the NYSE Composite Transactions Tape (as reported in The Wall Street Journal or, if not reported therein, any other nationally recognized authoritative source), of shares of Parent Common Stock for the twenty (20) consecutive trading day period ending on the fifth trading day preceding the date of the Company Stockholders Meeting.

        (ii)  each share of the common stock, no par value, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one (1) duly authorized, validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation; and

        (iii)  except as provided in Section 1.8, any and all Excluded Shares shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

        (b)  If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are changed into a different number or class or series of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization exchange, extraordinary distribution, redemption or other similar transaction, then, if the effect of the same is not already accommodated in the calculation of the Exchange Ratio, the Exchange Ratio shall be appropriately and correspondingly adjusted downward or upward (as the case may be) to the extent the record date for any such event is prior to the Effective Time.

3

        (c)  No fractional shares of Parent Common Stock shall be issued in the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Common Stock who otherwise would be entitled to receive a fraction of a share of Parent Common Stock in the Merger (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and upon surrender of such holder's Company Stock Certificate(s) (as defined in Section 1.6), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest equal to the product obtained by multiplying (A) that fraction of a share of Parent Common Stock to which such stockholder is entitled (after aggregating all fractional shares of Parent Common Stock issuable to such holder) by (B) the closing sale price of one (1) share of Parent Common Stock as reported in the NYSE Composite Transactions Tape (as reported in The Wall Street Journal or, if not reported therein, any other nationally recognized authoritative source) on the trading day immediately preceding the Closing Date.

1.6    CLOSING OF THE COMPANY'S TRANSFER BOOKS.

        At the Effective Time: (a) all shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, if any ("Shares"), automatically shall be converted as provided in Section 1.5(a)(i) and canceled and retired and shall cease to exist, and all holders of certificates representing Shares that were outstanding immediately prior to the Effective Time thereupon shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all Shares outstanding immediately prior to the Effective Time. No further transfer of any such Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any Shares (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent for receipt of the applicable Merger Consideration, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

1.7    EXCHANGE OF CERTIFICATES.

        (a)  Prior to the Closing Date, Company and Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). At the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Shares, (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1.7, and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c) (such cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being referred to as the "Exchange Fund").

        (b)  As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent and the Company may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for the aggregate Merger Consideration applicable thereto. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as reasonably may be required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the aggregate Merger Consideration applicable thereto, and (B) the Company Stock Certificate so surrendered shall be immediately canceled. Except as provided in Section 1.8, until surrendered as contemplated by this Section 1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the aggregate Merger Consideration applicable thereto and any distribution or dividend the

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record date for which is after the Effective Time. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent reasonably may direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate, and, in such case, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Company Stock Certificates the aggregate Merger Consideration applicable thereto.

        (c)  No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat laws or similar Legal Requirements, to receive all such dividends and distributions, without interest).

        (d)  Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date one hundred eighty (180) days after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who theretofore have not surrendered their Company Stock Certificates in accordance with this Section 1.7 thereafter shall look only to Parent for satisfaction of their claims for the Merger Consideration to which such holder is entitled pursuant hereto.

        (e)  Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

        (f)    Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

1.8    APPRAISAL RIGHTS.

        To the extent applicable, shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and who properly demands appraisal for such shares of Company Common Stock in accordance with the NRS (the "Dissenting Shares") shall not be converted into the right to receive Parent Common Stock, unless such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal. If after the Effective Time such holder fails to perfect or withdraws or loses his or her right to appraisal, each such share of Company Common Stock shall be treated as if it had been converted as of the Effective Time into the right to receive the Merger Consideration without any interest thereon. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of shares of Company Common Stock, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands. Any amounts paid to a holder pursuant to a right of appraisal will be paid by the Company out of its own funds and will not be reimbursed by Parent or any affiliate of Parent.

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1.9    FURTHER ACTION.

        If, at any time after the Effective Time, any further action is determined by Parent to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

1.10    TAX CONSEQUENCES.

        For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.

1.11    STOCK OPTIONS.

        (a)  At the Effective Time all rights with respect to Company Common Stock under each Company Assumed Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each such Company Assumed Option in accordance with the terms and conditions (as in effect as of the date of this Agreement) of the Company Stock Option Plan under which it was issued and the terms and conditions of the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each Company Assumed Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each such Company Assumed Option shall be equal to the number of shares of Company Common Stock subject to such Company Assumed Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share, (iii) the per share exercise price under each such Company Assumed Option shall be adjusted by dividing the per share exercise price under such Company Assumed Option by the Exchange Ratio and rounding up to the nearest cent, and (iv) any restriction on the exercise of any such Company Assumed Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Assumed Option shall otherwise remain unchanged.

        (b)  Prior to the Effective Time, the Company shall take all actions that may be necessary (under the plans pursuant to which Company Assumed Options are outstanding and otherwise) to effectuate the provisions of this Section 1.11 and to ensure that, from and after the Effective Time, holders of Company Assumed Options have no rights with respect thereto other than those specifically provided in this Section 1.11.

        (c)  For the avoidance of doubt, Parent shall not assume any Company Option which is not a Company Assumed Option, each of which shall terminate as of the Effective Time.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        Except as specifically set forth in the Company Disclosure Schedule delivered by the Company to Parent and Merger Sub prior to the execution and delivery of this Agreement (the "Company Disclosure Schedule") and referenced in the Company Disclosure Schedule to the section(s) of this Section 2 to which such disclosure applies (provided, however, that nothing contained in the Company Disclosure Schedule shall be deemed to modify, amend or otherwise effect clause (iii) of Section 2.16(b)), the Company hereby represents and warrants to Parent and Merger Sub that:

2.1    DUE ORGANIZATION; SUBSIDIARIES.

        Each of the Acquired Corporations (as defined below) is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation.

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Each of the Acquired Corporations has all necessary corporate power and authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its obligations under all Company Material Contracts. Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements in all jurisdictions where the transaction therein by it of business or the ownership by it of property therein requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect on the Acquired Corporations (taken as a whole). The Company has delivered to Parent accurate and complete copies of the certificate or articles of incorporation, bylaws and other charter or organizational documents of each of the Acquired Corporations, including all amendments thereto (collectively, the "Company Organization Documents"). The Company has no Subsidiaries, except for the corporations identified in Schedule 2.1 of the Company Disclosure Schedule. (The Company and each of its Subsidiaries identified in Schedule 2.1 of the Company Disclosure Schedule are collectively referred to herein as the "Acquired Corporations"). None of the Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (i) the Company's interest in its Subsidiaries identified in Schedule 2.1 of the Company Disclosure Schedule, or (ii) any interest in any publicly traded company held solely for investment and comprising less than five percent of the outstanding capital stock of such company.

2.2    AUTHORITY; BINDING NATURE OF AGREEMENT.

        The Company has all requisite corporate power and authority to enter into this Agreement, and, subject to obtaining the approval of the Company Stockholders referred to in Section 2.15, to perform its obligations under this Agreement. Assuming the due authorization, execution and delivery by the other signatories hereto, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (a) Legal Requirements of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company's Board of Directors, upon the unanimous recommendation of the Special Committee, at a meeting of the Company's Board of Directors duly called and held on or prior to the date hereof, has by unanimous vote (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Company, (ii) approved and adopted this Agreement and the transactions contemplated hereby, and (iii) resolved to recommend approval of this Agreement in accordance with the terms hereof by the Company's stockholders (the unanimous recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the "Recommendations").

2.3    CAPITALIZATION.

        (a)  The authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock. As of December 20, 2001, 32,320,878 shares of Company Common Stock have been issued and are outstanding, of which 2,150,000 were restricted shares of Company Common Stock issued to officers, directors and employees of the Company, consultants and certain third parties. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable. There are no shares of Company Common Stock held by any of the Company's Subsidiaries. None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of the Company. There is no Contract to which the Company is a party and, to the Company's knowledge, there is no Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired

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Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

        (b)  As of December 20, 2001, 3,000,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the 2000 Stock Plan, of which 1,781,000 have been granted and are outstanding, and 6,000,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the 2001 Incentive Plan (together with the 2000 Stock Plan, the "Company Stock Option Plans"), of which 75,000 have been granted and are outstanding. (Stock options granted by the Company pursuant to the Company Stock Option Plans, as well as any stock options granted outside of the Company Stock Option Plans, are referred to collectively herein as "Company Options"). Schedule 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of December 20, 2001: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (vii) the vesting schedule of such Company Option. The Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such options. Except as otherwise contemplated by this Agreement, between December 20, 2001 and the date of this Agreement, the Company has not (i) issued any subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or (ii) issued any capital stock of the Company other than pursuant to stock options outstanding as of December 20, 2001.

        (c)  Except as set forth in Section 2.3(a) or Section 2.3(b) above, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Acquired Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations (items (i) through (iv) above, collectively, "Company Stock Rights").

        (d)  All outstanding shares of Company Common Stock, all outstanding Company Options and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

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2.4  SEC FILINGS; FINANCIAL STATEMENTS.

        (a)  The Company has made available to Parent all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Company with the SEC since January 1, 1998 (the "Company SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC since January 1, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

        (b)  The financial statements (including related notes, if any) contained in the Company SEC Documents (the "Company Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or were not reasonably expected to be, individually or in the aggregate, material in amount), and (iii) fairly presented (subject in the case of the unaudited interim financial statements, to normal, recurring, year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Company Balance Sheet" means that certain consolidated balance sheet of the Company and its consolidated subsidiaries as of December 31, 2000 set forth in the Company's Annual Report on Form 10-K/A filed with the SEC and the "Company Balance Sheet Date" means December 31, 2000.

2.5  ABSENCE OF CHANGES.

        Except as otherwise contemplated by this Agreement with respect to the period between the date of this Agreement and the Effective Time, since the Company Balance Sheet Date:

        (a)  each of the Acquired Corporations has operated its respective business in the ordinary course and consistent with past practices;

        (b)  there has not been any event that has had a Material Adverse Effect on the Acquired Corporations (taken as a whole), and to the Company's knowledge, no fact, event, circumstance or condition exists or has occurred that could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations (taken as a whole);

        (c)  none of the Acquired Corporations has (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock; (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (iii) sold, issued or granted, or authorized the issuance of, (A) any capital stock or other security (except for Company Common Stock issued or reserved for issuance upon the valid exercise of outstanding Company Options), (B) any option, warrant or right to acquire any capital stock or any other security (except for Company Options), or (C) any instrument convertible into or exchangeable for any capital stock or other security; (iv) made any capital expenditure which, when added to all other capital expenditures made on behalf of the Acquired Corporations since the Company

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Balance Sheet Date exceeds the amounts set forth in the Company's fiscal year ending March 31, 2002 capital expenditures budget by more than $75,000 in the aggregate; (v) made any material Tax election; (vi) commenced or settled any Legal Proceeding; or (vii) entered into or consummated any transactions with any affiliate which is not a wholly-owned subsidiary;

        (d)  none of the Acquired Corporations has (i) sold or otherwise disposed of, or acquired, leased, licensed, waived or relinquished any material right or other material asset to, from or for the benefit of, any other Person except for rights or other assets sold, disposed of, acquired, leased, licensed, waived or relinquished in the ordinary course of business and consistent with past practice; (ii) mortgaged, pledged or subjected to any lien any of their respective property, business or assets, except for purchase money or similar security interests granted in connection with the purchase of equipment or supplies in the ordinary course of business in an amount not exceeding $10,000 in the aggregate; (iii) entered into or amended any lease of real property or material personal property (whether as lessor or lessee); or (iv) canceled or compromised any debt or claim other than accounts payable in the ordinary course of business consistent with past practice;

        (e)  none of the Acquired Corporations has become liable in respect of any guarantee or has incurred or otherwise become liable in respect of any indebtedness for borrowed money in excess of $75,000, individually or in the aggregate;

        (f)    none of the Acquired Corporations has (i) amended or waived any of its material rights under, or permitted the acceleration of vesting under, any provision of any of the Company Employee Plans or any provision of any agreement or Company Stock Option Plan evidencing any outstanding Company Option; (ii) established or adopted any Company Employee Plan; (iii) caused or permitted any Company Employee Plan to be amended in any material respect; or (iv) paid any bonus or made any profit-sharing or similar payment to, or materially increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers, employees, consultants or agents;

        (g)  there has been no work slowdown, stoppage or strike involving the Acquired Corporations or any material change in any of their respective personnel or the terms and conditions of the employment of such personnel;

        (h)  none of the Acquired Corporations has made any change in (i) their respective methods of accounting or accounting practices, except as required by GAAP, or (ii) their respective pricing policies or payment or credit practices or failed to pay any creditor any amount owed to such creditor when due or granted any extensions or credit other than in the ordinary course of business consistent with past practice;

        (i)    none of the Acquired Corporations has terminated or closed any material facility, business or operation;

        (j)    none of the Acquired Corporations has made any material loan, advance or capital contributions to, or any other investment in, any Person;

        (k)  none of the Acquired Corporations has written up or written down any of its respective material assets;

        (l)    there has been no loss, destruction or damage to any material item of property of the Acquired Corporations, whether or not insured, which has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations (taken as a whole);

        (m)  none of the Acquired Corporations has terminated or amended, or failed in any material respect to perform obligations or suffered the occurrence of any material default under any Company Material Contract; and

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        (n)  none of the Acquired Corporations has entered into any contractual obligation to do any of the things referred to in this Section 2.5.

2.6  PROPRIETARY ASSETS.

        (a)  Schedule 2.6(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all U.S. and foreign patents, patent applications, invention disclosures, trademarks, service marks, trademark and service mark registrations and applications, copyright registrations, copyright applications, material unregistered copyrights and domain names owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, or has a valid and enforceable right to use, license or otherwise exploit, all of the Acquired Corporation Proprietary Assets necessary for the conduct of that Acquired Corporation's business as presently conducted, free and clear of all Encumbrances, except for any lien for current Taxes not yet due and payable. No Acquired Corporation has developed jointly with any other Person any Acquired Corporation Proprietary Assets with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license Contracts in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Proprietary Assets owned or exclusively licensed by any Acquired Corporation.

        (b)  (i) All Acquired Corporation Proprietary Assets are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Assets that are currently being developed by any Acquired Corporation (either by itself or with any other Person) infringes, misappropriates, violates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products or services that are or have been designed, created, developed, assembled, performed, manufactured or sold by any Acquired Corporation is infringing, misappropriating, violating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products or services has at any time infringed, misappropriated, violated or made any unlawful or unauthorized use of, and no Acquired Corporation has received any written notice or, to its knowledge, other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; (iv) the operation of the business of each Acquired Corporation as it currently is conducted does not and after Closing when conducted in substantially the same manner will not, infringe, misappropriate, violate or make any unlawful or unauthorized use of any Proprietary Asset of any Person; and (v) to the knowledge of each Acquired Corporation, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Acquired Corporation Proprietary Assets. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each Acquired Corporation to conduct its business in the manner in which such business is being conducted. After the Closing, the Acquired Corporations will retain good, valid, and enforceable title to the Acquired Corporation Proprietary Assets, free and clear of all Encumbrances and on the same terms and conditions as in effect immediately prior to the Closing. None of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant not to compete or Contract limiting its ability to exploit fully any Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person.

        (c)  Each Acquired Corporation has taken all reasonable steps that are required to protect its rights in its own confidential information and trade secrets and in any confidential information or trade secrets provided by any other Person to such Acquired Corporation. Without limiting the foregoing, each Acquired Corporation has, and enforces, a policy requiring each employee,

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consultant and contractor to execute a proprietary information and confidentiality agreement, substantially in the form attached to Schedule 2.6(c) of the Company Disclosure Schedule, and all current and former employees, consultants and contractors of each Acquired Corporation have executed such an agreement.

2.7  CONTRACTS.

        (a)  For purposes of this Agreement, each of the following shall be deemed to constitute a "Company Material Contract":

          (i)  any Acquired Corporation Contract that is required by the rules and regulations of the SEC to be filed as an exhibit to the Company SEC Documents;

        (ii)  any Acquired Corporation Contract relating to the employment of any employee, and any Contract pursuant to which any of the Acquired Corporations is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments in respect of salary) in excess of $100,000, to any current or former employee or director;

        (iii)  any Acquired Corporation Contract relating to the acquisition, transfer, development, sharing or license of any material Proprietary Asset (except for any Acquired Corporation Contract pursuant to which (A) any material Proprietary Asset is licensed to the Acquired Corporations under any third party software license generally available for sale to the public, or (B) any material Proprietary Asset is licensed by any of the Acquired Corporations to any Person on a non-exclusive basis);

        (iv)  any Acquired Corporation Contract which provides for indemnification of any officer, director or employee;

        (v)  any Acquired Corporation Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities;

        (vi)  any Acquired Corporation Contract that involves the payment or expenditure of $100,000 or more in any 12-month period or more than $200,000 in the aggregate that may not be terminated by the applicable Acquired Corporation (without penalty) within sixty (60) days after the delivery of a termination notice by the applicable Acquired Corporation;

      (vii)  any Acquired Corporation Contract contemplating or involving (A) the payment or delivery of cash or other consideration in an amount or having a value in excess of $100,000 in the aggregate, or (B) the performance of services having a value in excess of $100,000 in the aggregate;

      (viii)  any Acquired Corporation Contract imposing any restriction on the right or ability of any Acquired Corporation to (A) compete with any other Person, (B) acquire any material product or other material asset or any services from any other Person, sell any material product or other material asset to or perform any services for any other Person or transact business or deal in any other manner with any other Person, or (C) develop or distribute any material technology; and

        (ix)  any other Acquired Corporation Contract, if a breach of such Acquired Corporation Contract could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations (taken as a whole).

        (b)  Each Company Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms.

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        (c)  None of the Acquired Corporations has violated or breached, or committed any material default under, any Company Material Contract. To the Company's knowledge, no other Person has violated or breached, or committed any material default under, any Company Material Contract.

        (d)  To the Company's knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to (i) result in a material violation or breach of any provision of any Company Material Contract by any of the Acquired Corporations; (ii) give any Person the right to declare a material default or exercise any material remedy under any Company Material Contract; (iii) to the Company's knowledge, give any Person the right to receive or require a material rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Material Contract; or (v) give any Person the right to cancel or terminate, or modify in any material respect, any Company Material Contract.

        (e)  None of the Acquired Corporations is a guarantor or otherwise liable for any liability or obligation (including indebtedness) of any other Person other than any of the Acquired Corporations.

        (f)    Schedule 2.7(f) of the Company Disclosure Schedule provides a list of all Company Material Contracts (including all amendments thereto). The Company has provided or made available to Parent a copy of each Company Material Contract (including all amendments thereto) listed in Schedule 2.7(g) of the Company Disclosure Schedule, other than Company Material Contracts filed as exhibits to the Company SEC Documents and all copies of all amendments to the Company Material Contracts filed as exhibits to the Company SEC Documents, to the extent such amendments have not been filed with the SEC.

        (g)  Neither Company nor any Acquired Corporation is a party to any contract with the United States government or to any other material Government Contract.

2.8  LIABILITIES.

        None of the Acquired Corporations has any accrued, contingent or other liabilities of any nature, either matured or unmatured (whether or not required to be reflected in financial statements prepared in accordance with GAAP and whether due or to become due), except for: (a) liabilities that are reflected in the "liabilities" column of the Company Financial Statements, and (b) normal and recurring liabilities that have been incurred by the Acquired Corporations since the Company Balance Sheet Date in the ordinary course of business and consistent with past practices that, individually or in the aggregate, are not in excess of $75,000.

2.9  COMPLIANCE WITH LEGAL REQUIREMENTS.

        Each of the Acquired Corporations is, and at all times, has been, in compliance in all material respects with all applicable Legal Requirements. None of the Acquired Corporations has received any written notice or, to the Company's knowledge, other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

2.10  GOVERNMENTAL AUTHORIZATIONS.

        Each of the Acquired Corporations holds all Governmental Authorizations necessary to enable such Acquired Corporation to conduct its business in the manner in which such business is currently being conducted. All such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation is, and at all times has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. None of the Acquired Corporations has

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received any notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization.

2.11  TAX MATTERS.

        (a)  The Acquired Corporations have paid or reserved for all Taxes, due and payable by any of them for or with respect to all periods up to and including the date hereof (without regard to whether or not such Taxes are or were disputed), whether or not shown on any Tax Return.

        (b)  Each of the Acquired Corporations has filed on a timely basis all Tax Returns that it was required to file except for Tax Returns for the year which includes the Closing Date. All such Tax Returns were accurate and complete in all material respects. None of the Acquired Corporations is the beneficiary of any extension of time within which to file any Tax Return. No claim that has not been resolved has ever been made by an authority in a jurisdiction where the Acquired Corporations do not file Tax Returns that any one of them is or may be subject to taxation by that jurisdiction. None of the Acquired Corporations has given any currently effective waiver of any statute of limitations in respect of Taxes or agreed to any currently effective extension of time with respect to a Tax assessment or deficiency. There are no security interests on any of the assets of any of the Acquired Corporations that arose in connection with any failure (or alleged failure) to pay any Tax.

        (c)  The Acquired Corporations have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party except for such withholding or payments to be made at or after Closing.

        (d)  None of the Acquired Corporations, including any director, officer or employee responsible for tax matters of the Acquired Corporations is aware of any facts or circumstances which could give rise to a reasonable expectation that any Governmental Body may assess any additional Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any liability for Taxes of the Acquired Corporations either (i) claimed or raised by any Governmental Body in writing or (ii) as to which such Acquired Corporation has knowledge based upon personal contact with any agent of such authority. Schedule 2.11(d) to the Disclosure Schedule sets forth a complete and accurate list of, Tax Returns filed by or on behalf of the Acquired Corporations with any Governmental Body with respect to the taxable periods of the Acquired Corporations ended on or after December 31, 1997 (the "Company Tax Returns"); indicates those Company Tax Returns that have been audited; and indicates those Company Tax Returns that currently are the subject of an audit.

        (e)  The unpaid Taxes of the Acquired Corporations (i) did not, as of the date of the most recent Company Financial Statements, exceed the reserve for Tax Liability (as opposed to any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth in the Company Balance Sheet and (ii) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Acquired Corporations in filing their Tax Returns.

        (f)    None of the Acquired Corporations is a party to any Tax allocation or sharing agreement. None of the Acquired Corporations has made any distribution of any "Controlled Corporation" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations (i) has been a member of an "affiliated group," as defined in Section 1504(a) of the Code, filing a consolidated federal income Tax Return other than an affiliated group the common parent of which is the Company or (ii) has any Liability for the Taxes of any Person (other than any of the

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Acquired Corporations) under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract or otherwise.

2.12  EMPLOYEE AND LABOR MATTERS; BENEFIT PLANS.

        (a)  Schedule 2.12(a) of the Company Disclosure Schedule lists (i) all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), (ii) all employee welfare benefit plans (as defined in Section 3(1) of ERISA), (iii) all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, fringe benefits and other similar benefit plans (including, without limitation, any fringe benefit under Section 132 of the Code), programs, Contracts, arrangements or policies (including a specific identification of those which contain change of control provisions or pending change of control provisions), and (iv) any employment, executive compensation or severance agreements (including a specific identification of those which contain change of control provisions or pending change of control provisions), whether written or otherwise, as amended, modified or supplemented, of any Acquired Corporation or any other Entity (whether or not incorporated) which is a member of a controlled group which includes any of the Acquired Corporations or which is under common control with any of the Acquired Corporations within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a) (14) or (b) of ERISA ("ERISA Affiliates") (all such plans, programs, Contracts, agreements, arrangements or policies as described in this Section 2.12 shall be collectively referred to as the "Company Employee Plans") for the benefit of, or relating to, any former or current employee, officer or director (or any of their beneficiaries) of any Acquired Corporation or any other ERISA Affiliate. The Company has provided to Parent, in a reasonable time, place and manner, true and complete copies of (i) each such written Company Employee Plan (or a written description of any Company Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the U.S. Department of Labor with respect to each Company Employee Plan required to make such filing, (v) the most recent favorable determination letters issued for each Company Employee Plan and related trust which is intended to be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a copy of the application for such determination), (vi) financial and other information regarding current and projected liabilities with respect to each Company Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA and (vii) all correspondence within the last four years between the Internal Revenue Service and/or the Department of Labor and the Company and/or any of the other Acquired Corporations with respect to any Company Employee Plan.

        (b)  None of the Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person (other than continuation coverage to the extent required by law, whether pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 or otherwise), and none of the Company Employee Plans is a "Multiemployer Plan" (as defined in Section 3(37) of ERISA) or a "Multiple Employer Welfare Arrangement" (as defined in Section 3(40) of ERISA); (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code, respectively) has at any time engaged in a transaction with respect to any Company Employee Plan which could subject any of the Acquired Corporations, directly or indirectly, to any tax, penalty or other liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Company Employee Plan has

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breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA which shall subject any of the Acquired Corporations, directly or indirectly, to any penalty or Liability for breach of fiduciary duty; (iv) all Company Employee Plans have been established and maintained in accordance with their terms and have been operated in compliance in all respects with all applicable Legal Requirements, and may by their terms be amended and/or terminated at any time without the consent of any other Person subject to applicable Legal Requirements and the terms of each Company Employee Plan, and each of the Acquired Corporations has performed all obligations required to be performed by them under, and are not in any respect in default under or in violation of, any Company Employee Plan, and none of the Acquired Corporations has any knowledge of any default or violation by any other Person with respect to any of the Company Employee Plans; (v) each Company Employee Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service as to such plan's qualified status under Section 401(a) of the Code (or comparable letter, such as an opinion or notification letter as to the form of plan adopted by one or more Acquired Corporations), and nothing has occurred since the issuance of such letter (or could reasonably be expected to occur) which might impair such favorable determination or otherwise impair the qualified status of such plan; and (vi) all contributions required to be made or reserved, as appropriate, with respect to any Company Employee Plan pursuant to the terms of the Company Employee Plan or any collective bargaining agreement, have been made or reserved on or before their due dates (including any extensions thereof).

        (c)  None of the Acquired Corporations or any other ERISA Affiliate currently maintains, sponsors or participates in, or has maintained, sponsored or participated in, any "Employee Benefit Plan" (as defined in Section 3(3) of ERISA) that is subject to Section 412 of the Code or Title IV of ERISA.

        (d)  None of the Company Employee Plans currently covers, or has ever covered, former or current non-U.S. Employees, independent contractors or consultants (or any of their beneficiaries). The consummation of the transactions contemplated by this Agreement will not cause, in itself, or result in an increase in the amount of compensation or benefits or accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any former or current foreign employee, independent contractor or consultant (or any of their beneficiaries);

        (e)  There are no Legal Proceedings pending or, to the knowledge of the Company, threatened in respect of or relating to any Company Employee Plan. There are no facts or circumstances which could reasonably be expected to give rise to any such Legal Proceeding (other than routine, uncontested benefit claims) in respect of or relating to any Company Employee Plan.

        (f)    (i) None of the Acquired Corporations has ever maintained an employee stock ownership plan (within the meaning of Section 4975(e)(7) of the Code) or any other Company Employee Plan that invests in Company capital stock; (ii) since December 31, 1998, none of the Acquired Corporations has proposed or agreed to any increase in benefits under any Company Employee Plan (or the creation of new benefits) or change in employee coverage which would materially increase the expense of maintaining any Company Employee Plan; (iii) the consummation of the transactions contemplated by this Agreement will not cause, in itself, or result in an increase in the amount of compensation or benefits or accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any former or current employee, officer or director (or any of their beneficiaries); and (iv) no person will be entitled to any severance benefits or the acceleration of any options under the terms of any Company Employee Plan as a result of the consummation of the transactions contemplated by this Agreement.

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        (g)  To the extent that any Company Employee Plan is required by any applicable Legal Requirement to be covered by any bond (e.g., fidelity or otherwise) in any particular amount, each such Company Employee Plan required to be covered by such bond has at all times been covered by such bond in accordance and compliance with all applicable Legal Requirements.

        (h)  (i) There are no controversies pending or, to the knowledge of the Company, threatened, between any of the Acquired Corporations and any of their respective foreign or domestic former or current employees, officers, directors, independent contractors or consultants (or any of their beneficiaries), which controversies could reasonably be expected to result in a material Liability to any of the Acquired Corporations; (ii) there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of the Company, threatened against or affecting any Acquired Corporation and, during the past five years, there has not been any such action, (iii) none of the Acquired Corporations is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Acquired Corporations, (iv) none of the employees of the Acquired Corporations are represented by any labor organization and none of the Acquired Corporations have any knowledge of any current union organizing activities among the employees of the Acquired Corporations nor does any question concerning representation exist concerning such employees, (v) the Acquired Corporations have each at all times been in material compliance with all applicable Legal Requirements respecting employment and employment practices (both foreign and domestic), (vi) there is no unfair labor practice charge or complaint against any of the Acquired Corporations pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (vii) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Acquired Corporations pending, or to the knowledge of the Company, threatened, before the National Labor Relations Board or any similar state or foreign agency, (viii) neither the Occupational Safety and Health Administration nor any corresponding state agency is threatening to file any citation, and there are no pending citations, relating to the Acquired Corporations, and (ix) there are no pending or, to the knowledge of the Company, threatened material claims by any current or former employee of the Acquired Corporations or any employment-related claims or investigations by any Governmental Body, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding compliance with federal, state or local wage and hour Legal Requirements, audits by the Office of Federal Contractor Compliance Programs, complaints of sexual harassment or any other form of unlawful harassment, discrimination, or retaliation.

        (i)    None of the Acquired Corporations has effectuated (i) a "plant closing" (as defined in the Worker Adjustment and Retraining Notification Act) ("WARN Act") affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any of the Acquired Corporations or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Acquired Corporations, nor has the Acquired Corporations been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law, in each case that could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations (taken as a whole).

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        (j)    None of the Acquired Corporations has received a notice of any violation of any immigration and naturalization laws relating to employment and employees and all of the Acquired Corporations have properly completed and maintained all applicable forms (including, but not limited to, I-9 forms) and the Acquired Corporations and each affiliate is in compliance with all such immigration and naturalization laws and there are no citations, investigations, administrative proceedings or formal complaints of violations of the immigration or naturalization laws pending or threatened before the Immigration and Naturalization Service of any federal, state or administrative agency or court against or involving the Acquired Corporations.

        (k)  As of the date of this Agreement, the Company has paid to its employees all profit-sharing or other bonuses with respect to performance during the fiscal year ended March 31, 2001.

        (l)    No Company Employee Plan is a Voluntary Employees' Beneficiary Association ("VEBA") within the meaning of Section 501(c)(9) of the Code.

        (m)  All Welfare Plans and the related trusts that are subject to Section 4980B(f) of the Code and Sections 601 through 607 of ERISA comply with and have been administered in compliance with the health care continuation-coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 of ERISA, and all final Treasury regulations under Section 4890B of the Code explaining those requirements, and all other applicable Legal Requirements regarding continuation and/or conversion coverage.

        (n)  No amount required to be paid or payable to or with respect to any employee of any of the Acquired Corporations in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an "excess parachute payment" within the meaning of Section 280G of the Code or will not be deductible under Sections 162(a)(1) or 404 of the Code.

2.13    ENVIRONMENTAL MATTERS.

        (a)  Each of the Acquired Corporations is in compliance in all respects with all applicable Environmental Laws, which compliance includes the possession by each of the Acquired Corporations of all permits and other Governmental Authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof, except for such failures to comply that would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations (taken as a whole). None of the Acquired Corporations has received any notice or other communication (in writing or otherwise), whether from a Governmental Body, citizens group, employee or otherwise, that alleges that any of the Acquired Corporations is not in compliance with any Environmental Law, and, there are no circumstances that may prevent or interfere with the compliance by any of the Acquired Corporations with any Environmental Law in the future. To the Company's knowledge, no current or prior owner of any property leased or controlled by any of the Acquired Corporations has received any notice or other communication (in writing or otherwise), whether from a Governmental Body, citizens group, employee or otherwise, that alleges that such current or prior owner or any of the Acquired Corporations is not in compliance with any Environmental Law. All property that is or has been leased to, controlled by or used by the Acquired Corporations, and all surface water, groundwater and soil associated with or adjacent to such property is in clean and healthful condition and is free of any material environmental contamination of any nature and none of the Acquired Corporations has any liability for any clean-up or remediation under any Environmental Law. All property that is leased to, controlled by or used by any of the Acquired Corporations is free of any friable asbestos or asbestos-containing material.

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        (b)  For purposes of this Section 2.13:

          (i)  "Environmental Law" shall mean any foreign, federal, state or local statute, law, rule, regulation, ordinance, treaty, code, policy or rule of common law now or from time to time in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, natural resources, health, safety or Hazardous Materials, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Resource Conservation and Recovery Act, as amended; the Hazardous Materials Transportation Act, as amended; the Clean Water Act, as amended; the Toxic Substances Control Act, as amended; the Clean Air Act, as amended; the Safe Drinking Water Act, as amended; the Atomic Energy Act, as amended; the Federal Insecticide, Fungicide and Rodenticide Act, as amended; and the Occupational Safety and Health Act, as amended; and

        (ii)  "Hazardous Materials" shall mean (A) petroleum or petroleum products (including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), polychlorinated biphenyls (PCBs), asbestos or asbestos containing materials, urea formaldehyde foam insulation, and radon gas; (B) any substance defined as or included in the definition of "hazardous substance," "hazardous waste," "hazardous material," "extremely hazardous waste," "restricted hazardous waste," "waste," "special waste," "toxic substance," "toxic pollutant," "contaminant" or "pollutant," or words of similar import, under any applicable Environmental Law (as defined above); (C) infectious materials and other regulated medical wastes; (D) any substance which is toxic, explosive, corrosive, flammable, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any governmental agency; and (E) any other substance, material or waste the presence of which requires investigation or remediation under any Environmental Law

2.14    LEGAL PROCEEDINGS; ORDERS.

        There is no pending Legal Proceeding and, to the Company's knowledge, no Person has threatened to commence any Legal Proceeding, that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations; and there is no Order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the material assets owned or used by any of the Acquired Corporations, is subject, except for any of the foregoing that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations (taken as a whole).

2.15    VOTE REQUIRED.

        The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders' Meeting is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement.

2.16    NON-CONTRAVENTION; CONSENTS.

        (a)  Neither the execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the Merger, nor any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):

          (i)  contravene, conflict with or result in a violation of any of the provisions of the Company Organization Documents or any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of any of the Acquired Corporations;

        (ii)  contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Merger or any of the other transactions contemplated by this Agreement or

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to exercise any remedy or obtain any relief under, any Legal Requirement or any Order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the material assets owned or used by any of the Acquired Corporations, is subject;

        (iii)  contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; or

        (iv)  contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to (w) declare a default or exercise any remedy under any Company Material Contract, (x) a rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract, (y) accelerate the maturity or performance of any Company Material Contract, or (z) cancel, terminate or modify any term of any Company Material Contract.

        (b)  Except as may be required by the Exchange Act, the NRS, the HSR Act, and applicable competition laws of any foreign country, none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or obtain any Consent from, any Person in connection with (i) the execution, delivery or performance of this Agreement, (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, or (iii) effecting the covenants of the Company set forth in Exhibit D, except in the case of clauses (i) and (ii), where the failure to obtain any Consent would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Corporations (taken as a whole).

2.17    FAIRNESS OPINION.

        The Special Committee of the Company's Board of Directors has received the opinion of Ladenburg Thalmann & Co. Inc. ("Ladenburg Thalmann"), financial advisor to the Special Committee, as of the date of this Agreement, to the effect that the consideration to be received by the non-affiliate stockholders of the Company in the Merger is fair to such stockholders, from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parent.

2.18    FINANCIAL ADVISOR.

        No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of any Acquired Corporation. The Company has furnished to Parent accurate and complete copies of all agreements under which any such fees, commissions or other amounts have been paid or may become payable and all indemnification and other agreements related to any such engagement.

2.19    TAKEOVER STATUTES; NO DISCUSSIONS.

        (a)  The Company has taken all actions required to be taken by it so that the restrictions of Sections 78.378 through 78.3793 and 78.411 through 78.444 of the NRS do not apply to the Merger, this Agreement and the transactions contemplated hereby. No Takeover Laws are applicable to the Merger, this Agreement and the transactions contemplated hereby.

        (b)  As of the date of this Agreement, none of the Acquired Corporations, and to the Company's knowledge, no Representative of any of the Acquired Corporations, is engaged, directly or indirectly, in any discussions or negotiations with any other Person relating to any Company Acquisition Proposal, and the Company has provided to Parent the terms of any Company Acquisition Proposal received by the Company in the last ninety (90) days.

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2.20    INFORMATION TO BE SUPPLIED.

        None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement is filed with the SEC or becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is mailed to the stockholders of the Company or at the time of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub that is contained in the foregoing documents.

2.21    FOREIGN CORRUPT PRACTICES ACT.

        Neither the Company, any other Acquired Corporation, any of the Acquired Corporation's officers, directors, nor, to the Company's knowledge, any employees or agents (or stockholders), distributors, representatives or other Persons acting on the express, implied or apparent authority of any Acquired Corporation, have paid, given or received or have offered or promised to pay, give or receive, any bribe or other unlawful payment of money or other thing of value, any unlawful discount, or any other unlawful inducement, to or from any Person or Governmental Body in the United States or elsewhere in connection with or in furtherance of the business of any of the Acquired Corporations (including, without limitation, any unlawful offer, payment or promise to pay money or other thing of value (a) to any foreign official, political party (or official thereof) or candidate for political office for the purposes of influencing any act, decision or omission in order to assist any Acquired Corporation in obtaining business for or with, or directing business to, any Person, or (b) to any Person, while knowing that all or a portion of such money or other thing of value will be offered, given or promised unlawfully to any such official or party for such purposes). Neither the business of the Company nor any other Acquired Corporation is in any manner dependent upon the making or receipt of such payments, discounts or other inducements. Neither the Company nor any other Acquired Corporation has otherwise taken any action that could cause the Company or any other Acquired Corporation to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, the regulations thereunder, or any applicable Legal Requirements of similar effect.

2.22    CERTAIN OTHER REPRESENTATIONS.

        The representations and warranties set forth in Section 3 of Exhibit D are hereby incorporated herein by this reference.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

        Except as disclosed in the Parent Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution and delivery of this Agreement (the "Parent Disclosure Schedule") and referenced in the Parent Disclosure Schedule to the section(s) of this Section 3 to which such

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disclosure applies, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

3.1  DUE ORGANIZATION; SUBSIDIARIES.

        Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the State of Delaware. Merger Sub is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the State of Nevada. Each of Parent and Merger Sub has all necessary corporate power and authority to conduct its business in the manner in which its business is currently being conducted and to own and use its assets in the manner in which its assets are currently owned and used. Each of Parent and Merger Sub is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the nature of its business requires such qualification and where the failure to be so qualified would have a Material Adverse Effect on Parent. Parent has made available to the Company accurate and complete copies of the certificate or articles of incorporation and bylaws of each of Parent and Merger Sub, including all amendments thereto (collectively, the "Parent Organization Documents").

3.2  AUTHORITY; BINDING NATURE OF AGREEMENT.

        Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. Parent and Merger Sub each hereby represents that its respective Board of Directors, at a meeting duly called and held, or by written consent dated, on or prior to the date hereof, has by unanimous vote (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, and (ii) adopted this Agreement and the transactions contemplated hereby, including the Merger and the transactions contemplated thereby. This Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to (a) Legal Requirements of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

3.3  CAPITALIZATION, ETC.

        (a)  The authorized capital stock of Parent consists of: (i) 200,000,000 shares of Parent Common Stock and (ii) 5,000,000 shares of Parent Preferred Stock. As of November 24, 2001, 65,966,332 shares of Parent Common Stock have been issued and are outstanding, 689,678 shares of Parent Cumulative Preferred Stock have been issued or are outstanding and no shares of Parent Series A Preferred Stock are issued and outstanding. As of November 24, 2001, 360,701 shares of Parent Common Stock are held in Parent's treasury. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of Parent.

        (b)  All outstanding shares of Parent Common Stock and all outstanding shares of capital stock of each Significant Subsidiary of Parent have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts. All of the outstanding shares of capital stock of each of the Significant Subsidiaries of Parent have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by Parent, free and clear of any Encumbrances. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and in compliance with all applicable securities laws and other applicable Legal Requirements. The shares of Parent Common Stock to be issued upon exercise of Company Assumed Options assumed by Parent in connection with the Merger will, when issued, be issued and granted in

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compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Parent Contracts.

3.4  SEC FILINGS; FINANCIAL STATEMENTS.

        (a)  Parent has made available to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 31, 2000 (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 2000 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

        (b)  The financial statements (including any related notes) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby.

3.5  NON-CONTRAVENTION; CONSENTS.

        Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):

        (a)  contravene, conflict with or result in a violation of any of the provisions of the Parent Organization Documents or any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of Parent or any Significant Subsidiary of Parent; or

        (b)  contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which Parent, or any of the assets owned or used by Parent, is subject;.

        Except as may be required by the Securities Act, the Exchange Act, the NRS, the Delaware General Corporation Law, the HSR Act, applicable anti-trust laws of any foreign country, and the NYSE Listed Company Manual (as it relates to the Registration Statement and the Proxy Statement) none of Parent or any Subsidiary of Parent was, is or will be required to make any filing with or give any notice to, or obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement, except in each case, where the failure to make any filing, give any notice or obtain any Consent would not have a Material Adverse Effect on Parent.

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3.6  INTERIM OPERATIONS OF MERGER SUB.

        Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

3.7  INFORMATION TO BE SUPPLIED.

        None of the information supplied or to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement is filed with the SEC or becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is mailed to the stockholders of the Company or at the time of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company that is contained in the foregoing documents.

3.8  PARENT STOCKHOLDER APPROVAL.

        This Agreement and the transactions contemplated hereby, including the issuance of shares of Parent Common Stock pursuant to the Merger, do not require the approval of the holders of any (a) shares of capital stock of Parent or (b) voting securities of Parent.

3.9  FINANCIAL ADVISOR.

        No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Merger Sub.

3.10  ABSENCE OF CHANGES.

        Since July 31, 2001 and except as set forth in any documents publicly filed by Parent or any Significant Subsidiary with the SEC since July 31, 2001:

        (a)  each of Parent and its Significant Subsidiaries has operated its business in the ordinary course and consistent with past practices; and

        (b)  there has not been any event that has had a Material Adverse Effect on Parent, and to Parent's knowledge no fact, event, circumstance or condition exists or has occurred that could reasonably be expected to have a Material Adverse Effect on Parent or any Significant Subsidiary.

3.11  LIABILITIES.

        Parent has no accrued, contingent or other liabilities of any nature, either matured or unmatured (whether or not required to be reflected in financial statements prepared in accordance with GAAP, and whether due or to become due), except for: (a) liabilities that are reflected in the "liabilities" column of the Parent Financial Statements, including the notes thereto; (b) normal and recurring liabilities that have been incurred by Parent since December 31, 2000 in the ordinary course of business and consistent with past practices that, individually or in the aggregate, have not had or could not reasonably be expected to have, a Material Adverse Effect on Parent; and (c) liabilities incurred under this Agreement.

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3.12  COMPLIANCE WITH LEGAL REQUIREMENTS.

        Parent is, and at all times has been, in compliance in all material respects with all applicable Legal Requirements. Parent has not received any written notice or, to Parent's knowledge, other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement (except where such violation or failure to comply would not have a Material Adverse Effect on Parent).

3.13  GOVERNMENTAL AUTHORIZATIONS.

        Parent holds all Governmental Authorizations necessary to enable Parent to conduct its business in the manner in which such business is currently being conducted. All such Governmental Authorizations are valid and in full force and effect. Parent is, and at all times has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Parent has not received any notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization (except where any such violation, failure, revocation, withdrawal, suspension, cancellation, termination or modification would not have a Material Adverse Effect on Parent).

SECTION 4. CERTAIN COVENANTS OF THE COMPANY AND PARENT

4.1    ACCESS AND INVESTIGATION.

        During the period from the date of this Agreement through the Effective Time unless this Agreement shall be terminated in accordance with Section 7 (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information each of Parent and Merger Sub on the one hand and, the Company on the other hand shall, and shall cause each of their respective Representatives (including, without limitation, in the case of the Company, each of the Acquired Corporations' Representatives) to: (a) provide the other and the others' Representatives with reasonable access during normal business hours to its Representatives and the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the other and the Acquired Corporations; and (b) provide the other and the others' Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to it and the Acquired Corporations, and with such additional financial, operating and other data and information regarding it and the Acquired Corporations, in each case, as the other may reasonably request. Each Party will use and hold any such information which is not public in confidence in accordance with the Mutual Nondisclosure Agreement.

4.2  OPERATION OF THE COMPANY'S BUSINESS; OPERATION OF THE PARENT'S BUSINESS.

        (a)  During the Pre-Closing Period the Company shall: (i) ensure that each of the Acquired Corporations conducts its business and operations (A) in the ordinary course in accordance with past practices, and (B) in material compliance with all applicable Legal Requirements and the requirements of all Company Material Contracts; (ii) use commercially reasonable efforts to ensure that each of the Acquired Corporations preserves intact its current business organization, keeps available the services of its current officers and employees and maintains its relations and goodwill with all suppliers, customers, distributors, landlords, creditors, licensors, licensees and other Persons having business relationships with the respective Acquired Corporations; (iii) provide all notices, assurances and support required by any Contract relating to any Proprietary Asset in order to ensure that no condition under such Contract occurs which could result in, or could increase the likelihood of any transfer or disclosure by any Acquired Corporation of any source code materials

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or other Proprietary Asset; and (iv) keep in full force and effect (with the same scope and limits of coverage) all insurance policies in effect as of the date of this Agreement covering all material assets of the Acquired Corporations.

        (b)  During the Pre-Closing Period, except as set forth in Schedule 4.2(b) of the Company Disclosure Schedule and except for the Merger and the other matters and transactions contemplated by this Agreement, the Company shall not (without the prior written consent of Parent), and shall not permit any of the other Acquired Corporations to:

          (i)  declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (other than ordinary quarterly dividends);

        (ii)  sell, issue, grant or authorize the issuance or grant of (A) any capital stock, other security (including the sale, transfer or grant of any treasury shares) or any obligation convertible or exchangeable for capital stock, (B) any Company Stock Right (except that, prior to the Effective Time, the Company may issue and reserve for issuance Company Common Stock upon the valid exercise of Company Options or Company Warrants outstanding as of the date of this Agreement) or (C) any option to acquire any shares of capital stock or other securities of any of the Acquired Corporations pursuant to the Company Stock Option Plans;

        (iii)  other than with respect to the Merger or the transactions contemplated by this Agreement, amend or waive any of its rights under, or accelerate the vesting under, any provision of any of the Company Stock Option Plans, any provision of any agreement evidencing any outstanding Company Stock Option or any restricted stock purchase agreement, or otherwise modify any of the terms of any outstanding Company Stock Option, warrant, or other security or any related Contract;

        (iv)  amend or permit the adoption of any amendment to the Company Organization Documents, or effect or become a party to any Company Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

        (v)  form any Subsidiary that is not wholly owned by an Acquired Corporation or acquire any equity interest or other interest in any other Entity;

        (vi)  make any capital expenditure, to the extent such new capital expenditures exceed $200,000 in the aggregate; and which is not included in the Company's fiscal year ending March 31, 2002 Capital Expenditures Budget, a copy of which was furnished to Parent;

      (vii)  enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Contract with obligations in excess of $200,000, or waive, release, or assign any rights or claims, or modify or terminate any Company Material Contract with obligations in excess of $200,000;

      (viii)  acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person (other than the purchase of assets from suppliers or vendors in the ordinary course of business);

        (ix)  sell, lease, exchange, mortgage, pledge, transfer or otherwise subject to any Encumbrance or dispose of any of its assets, except for sales, dispositions or transfers in the ordinary course of business;

        (x)  (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt

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securities, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or enter into any agreement having the economic effect of any of the foregoing, except for borrowings incurred in the ordinary course of business, or (B) make any loans, advances or capital contributions to, or investments in, any other Person other than travel and payroll advances made to employees in the ordinary course of business;

        (xi)  pay, discharge, settle or satisfy any claims, liabilities or obligations (whether absolute or contingent, matured or unmatured, known or unknown), other than the payments, discharges or satisfactions, in the ordinary course of business which are materially in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the Company Financial Statements or waive any material benefits of, or agree to modify in any material respect, any confidentiality, standstill or similar agreements to which any Acquired Company is a party;

      (xii)  (A) increase in any manner the compensation or fringe benefits of, or pay any bonus to, any director, officer or employee, except for increases in the compensation or fringe benefits, or bonus payments, to employees below the level of vice president in the ordinary course of business consistent with past practice; (B) grant any severance or termination pay (other than pursuant to the normal severance practices or existing agreements of the Company in effect on the date of this Agreement) to, or enter into any severance agreement with, any director, officer or employee, or enter into any employment agreement with any director, officer or employee or otherwise without the prior written consent of Parent, except for severance or termination pay to employees below the level of vice president in the ordinary course of business consistent with past practice; (C) establish, adopt, enter into or amend any Company Benefit Plan or other arrangement, except as may be required to comply with applicable Legal Requirements and except with respect to such actions taken with respect to employees below the level of vice president in the ordinary course of business consistent with past practice; (D) pay any benefit not provided for under any Company Benefit Plan or other arrangement, except for benefits paid to employees below the level of vice president in the ordinary course of business consistent with past practice; (E) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or Company Benefit Plan or other arrangement (including the grant of stock options, stock appreciation rights, stock-based or stock-related awards, performance units or restricted stock, or the removal of existing restrictions in any Company Benefit Plan or other arrangement or agreement or awards made thereunder), except for awards of bonuses or other payments under bonus, incentive, performance or other compensation plans or arrangements to employees below the level of vice president in the ordinary course of business consistent with past practice (but not including the grant of stock options, stock appreciation rights, stock-based or stock-related awards, performance units or restricted stock, or the removal of existing restrictions in any Company Benefit Plan or other arrangement or agreement or awards made thereunder); (F) take any action to fund or in any other way secure the payment of compensation or benefits under any agreement; or (G) hire or promote any key officer or key employee;

      (xiii)  change any of its methods of accounting or accounting practices in any respect, except as required by GAAP;

      (xiv)  make or rescind any express or deemed election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes which would have a Material Adverse Effect, or change any of its methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of its federal income tax returns;

      (xv)  commence or settle any Legal Proceeding;

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      (xvi)  enter into any material transaction or take any other material action outside the ordinary course of business that is inconsistent with past practices;

    (xvii)  take, or permit the taking of any action, which could reasonably be expected to cause the vesting of any Company Options to be accelerated in accordance with the terms of any of the Company Stock Option Plans;

    (xviii)  take, agree to take, or omit to take any action which would (A) make any of the representations and warranties of the Company contained in this Agreement untrue or incorrect, (B) prevent the Company from performing or cause the Company not to perform its covenants hereunder, or (C) cause any of the conditions set forth in Section 6 not to be able to be satisfied prior to the Termination Date; or

      (xix)  agree or commit to take any of the actions described in clauses "(i)" through "(xviii)" of this Section 4.2(b).

        (c)  During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any condition set forth in Section 6 impossible or unlikely or that has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations (taken as a whole). The Company shall have the ability to supplement and update the Company Disclosure Schedule as of the Closing Date with any event, condition, fact or circumstance disclosed in writing to the Parent pursuant to clause (ii) above; provided however, that such supplemental and updated disclosure shall not constitute a waiver by Parent of, or release the Company from any liability with respect to, any breaches of any representations or warranties contained in this Agreement. Neither such updated Company Disclosure Schedules nor any notification given to Parent pursuant to this Section 4.2(c) shall modify, limit or otherwise affect any of the representations, warranties, covenants or obligations of the Company contained in this Agreement.

        (d)  During the Pre-Closing Period, Parent shall promptly notify the Company in writing of: (i) the discovery by Parent of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by Parent in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by Parent in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of Parent; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any condition set forth in Section 6 impossible or unlikely or that has had or could reasonably be expected to have a Material Adverse Effect on the Parent. Parent shall have the ability to supplement and update the Parent Disclosure Schedule as of the Closing Date with any event, condition, fact or circumstance disclosed in writing to the Company pursuant to clause (i) above; provided however, that such

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supplemental and updated disclosure shall not constitute a waiver by the Company of, or release Parent from any liability with respect to, any breaches of any representations or warranties contained in this Agreement. Neither such updated Parent Disclosure Schedules nor any notification given to the Company pursuant to this Section 4.2(d) shall modify, limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent contained in this Agreement.

4.3  NO SOLICITATION BY THE COMPANY.

        (a)  During the Pre-Closing Period, the Company shall not directly or indirectly, and shall not authorize or permit any of the other Acquired Corporations or any Representative of any of the Acquired Corporations directly or indirectly to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Company Acquisition Proposal or take any action that could reasonably be expected to lead to a Company Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Corporations to any Person in connection with or in response to a Company Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Company Acquisition Proposal, (iv) approve, endorse or recommend any Company Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Company Acquisition Transaction; provided, however, that nothing in this Section 4.3(a) shall prohibit (A) the Company, or the Board of Directors of the Company, from furnishing information regarding the Acquired Corporations to, or entering into discussions with, any Person in response to a Company Acquisition Proposal that is submitted to the Company by such Person (and not withdrawn) if (1) neither the Company nor any Representative of any of the Acquired Corporations shall have violated any of the restrictions set forth in this Section 4.3, (2) a majority of the Board of Directors of the Company concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action, furnish such information or enter into such discussions would be inconsistent with its fiduciary obligations under applicable Legal Requirements, (3) a majority of the Board of Directors determines in good faith, after consultation with its outside legal counsel, that taking such action would be reasonably likely to lead to the delivery of a Company Superior Offer, (4) at least three (3) business days prior to furnishing any such information to, or entering into discussions with, such Person, the Company gives Parent written notice of the identity of such Person and of the Company's intention to furnish information to, or enter into discussions with, such Person, and the Company receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all written and oral nonpublic information furnished to such Person or any of such Person's Representatives by or on behalf of the Company, and (5) not later than the time such information is furnished to such Person, the Company furnishes such nonpublic information to Parent (to the extent such information has not been previously furnished by the Company to Parent); or (B) the Company from complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act or making any public announcement, disclosure or filing which, after consultation with outside legal counsel, the Company's Board of Directors concludes in good faith is required pursuant to applicable Legal Requirements (including the rules of any national securities exchange or U.S. inter-dealer quotation system of a registered national securities association) with regard to a Company Acquisition Proposal. Without limiting the generality of any of the foregoing, the Company acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of any of the Acquired Corporations, whether or not such Representative is purporting to act on behalf of any of the Acquired Corporations, shall be deemed to constitute a breach of this Section 4.3 by the Company.

        (b)  The Company shall promptly (and in no event later than 24 hours) after receipt of any Company Acquisition Proposal or any request for nonpublic information related to the Acquired

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Corporations, advise Parent orally (and subsequently confirm the same by delivery to Parent in writing) of any Company Acquisition Proposal or any request for nonpublic information related to any of the Acquired Corporations (including the identity of the Person making or submitting such Company Acquisition Proposal, and the terms thereof to the extent then known) that is made or submitted by any Person during the Pre-Closing Period. The Company shall keep Parent fully informed on a prompt basis with respect to the status of any such Company Acquisition Proposal, and any modification or proposed modification thereto. The Company agrees that the Company shall simultaneously provide to Parent any non-public information concerning the Company provided to any Person in connection with any Company Acquisition Proposal which was not previously provided to Parent.

        (c)  The Company shall immediately cease and cause to be terminated any existing discussions with any Person (other than Parent) that relate to any Company Acquisition Proposal, except as may be provided for in Section 4.3(a).

        (d)  The Company agrees not to release any Person (other than Parent) from or waive any provision of any confidentiality, "standstill" or similar agreement to which the Company is a party (including the provisions thereof relating to the return or physical delivery of information furnished by the Company to any Person) and will use its best efforts to enforce each such agreement at the request of Parent.

        (e)  Notwithstanding anything contained in this Agreement to the contrary (including Section 5.2(b)), the Recommendations may be withheld, withdrawn or modified in a manner adverse to Parent if: (i) the Company's Board of Directors determines in good faith, after consultation with the Company's outside legal counsel, that the failure to withdraw or modify the Recommendations would be inconsistent with its fiduciary obligations under applicable Legal Requirements; (ii) the Company shall have released Parent from the provisions of any standstill or similar agreement restricting Parent from acquiring securities of the Company; and (iii) neither the Company nor any of its Representatives shall have violated any of the restrictions set forth in Section 4.3(a).

SECTION 5. ADDITIONAL COVENANTS OF THE PARTIES

5.1    REGISTRATION STATEMENT AND PROXY STATEMENT FOR STOCKHOLDER APPROVAL.

        As soon as practicable following the execution of this Agreement, the Company shall prepare and file with the SEC a preliminary proxy statement of the Company in connection with the Merger complying with applicable Legal Requirements and including the fairness opinion of Ladenburg Thalmann referred to in Section 2.17 above (the "Proxy Statement"), and Parent shall prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (such registration statement, together with the amendments thereto, being the "Registration Statement") for the offer and sale of Parent Common Stock pursuant to the Merger and in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. The Company will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and the Proxy Statement is "cleared" by the SEC (in definitive form). Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger, and each of the Company and Parent shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Proxy Statement. No

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filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to, the Registration Statement shall be made by Parent, or with respect to the Proxy Statement shall be made by the Company, without first providing the other with a reasonable opportunity to review and comment thereon. Parent shall advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, is discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Legal Requirements, disseminated to the stockholders of the Company.

5.2  COMPANY STOCKHOLDERS' MEETING.

        (a)  The Company shall take all action necessary under all applicable Legal Requirements to call, give notice of and hold a meeting of the holders of Company Common Stock to vote on a proposal to approve this Agreement (the "Company Stockholders' Meeting"). The Company Stockholders' Meeting shall be held as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act and the Proxy Statement is "cleared" by the SEC for mailing in definitive form to the holders of Company Common Stock. The Company shall use commercially reasonable efforts to take all actions necessary or advisable to solicit proxies in favor of the Merger and shall ensure that all proxies solicited in connection with the Company Stockholders' Meeting are solicited in compliance with all applicable Legal Requirements. Once the Company Stockholders' Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders' Meeting (other than for the absence of a quorum) without the consent of Parent; provided, however, notwithstanding the foregoing, the Board of Directors of the Company shall be permitted to postpone or adjourn the Company Stockholders' Meeting if at any time prior to such meeting a Company Acquisition Proposal has been made, submitted or announced (which is not in violation of Section 4.3) and the Board of Directors of the Company, after consultation with its outside legal counsel, concludes in good faith that the failure so to postpone or adjourn the Company Stockholder's Meeting would likely constitute a violation of the fiduciary duties of the Company's Board of Directors under applicable Legal Requirements.

        (b)  Except as provided in Section 4.3(e), the Proxy Statement shall include the Recommendations, and, subject to Section 4.3(e), the Recommendations shall not be withdrawn or modified in a manner adverse to Parent, and no resolution by the Board of Directors of the Company or any committee thereof to withdraw or modify the Recommendations in a manner adverse to Parent shall be adopted or proposed.

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        (c)  The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Proxy Statement and the Registration Statement, (ii) in determining whether any action by or in respect of, or filing with, any Governmental Body is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Proxy Statement and the Registration Statement and seeking timely to obtain any such actions, consents, approvals or waivers.

5.3  REGULATORY APPROVALS.

        Each of the Company and Parent shall use its commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, if Parent or the Company reasonably determines that it is so required, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act and any applicable foreign antitrust laws or regulations in connection with the Merger. The Company and Parent shall respond as promptly as practicable to (a) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (b) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (i) give the other party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other party informed as to the status of any such Legal Proceeding or threat, and (iii) promptly inform the other party of any material communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. Except as may be prohibited by any Governmental Body or by any Legal Requirement, the Company and Parent shall consult and cooperate with one another, and shall consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference with government representatives relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. Notwithstanding anything to the contrary in this Section 5.3, neither Parent nor the Company nor any of their respective Subsidiaries shall be required to take any action that could reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the consummation of the Merger.

5.4  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

        (a)  Parent and the Surviving Corporation agree that, except as may be limited by applicable law, from and after the Effective Time, the indemnification obligations that relate to matters that occur prior to the Effective Time and that are set forth in the Company Organizational Documents or any agreement to which the Parent or the Surviving Corporation is bound, shall

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survive the Merger. Parent and Surviving Corporation further agree that such obligations shall remain in existence and shall not be amended, repealed or otherwise modified at or at any time after the Effective Time in any manner that would adversely affect the rights of an Indemnified Person thereunder. For purposes of this Agreement, "Indemnified Person" shall mean each Person, including without limitation, each officer and director of the Company, who, on or at any time prior to the Effective Time, was entitled to indemnification benefits described in this Section 5.4.

        (b)  From the Effective Time until the fourth anniversary of the Effective Time, the Surviving Corporation shall provide for the benefit of the insured parties named in such policy and the Indemnified Persons, only with respect to acts or omissions occurring prior to the Effective Time, directors' and officers' liability insurance on terms with respect to coverage and amount at least as favorable as those of the insurance policy maintained by the Company as of the date of this Agreement in the form attached to the Company Disclosure Schedule as Schedule 5.4 (provided that the Surviving Corporation will not be required to maintain such policy except to the extent that the aggregate annual cost of maintaining such policy is not in excess of one hundred forty percent (140%) of the current annual cost, in which case the Surviving Corporation shall maintain such policies up to an annual cost of one hundred forty percent (140%)).

5.5  ADDITIONAL AGREEMENTS.

        Each of Parent and the Company shall use its commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement; (b) shall use its commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement; and (c) shall use its commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by it during the Pre-Closing Period.

5.6  PUBLIC DISCLOSURE.

        Parent, Merger Sub and the Company shall consult with each other before issuing any press release or otherwise making any public statements with respect to the transactions contemplated hereunder and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by Legal Requirements or any listing agreement with, or the rules of a national securities exchange or any U.S. inter-dealer quotation system of a registered national securities association.

5.7  TAX MATTERS.

        At or prior to the filing of the Registration Statement, the Company and Parent shall execute and deliver to Hogan & Hartson L.L.P. and to Greenberg Traurig, LLP, tax representation letters in customary form. Parent, Merger Sub and the Company shall each confirm to Hogan & Hartson L.L.P. and to Greenberg Traurig, LLP on such dates as shall be reasonably requested by Hogan & Hartson L.L.P. and Greenberg Traurig, LLP, the accuracy and completeness of the tax representation letters delivered pursuant to the immediately preceding sentence. Each of Parent, Merger Sub and the Company shall use its best efforts prior to the Effective Time to cause the Merger to qualify as a reorganization under Section 368(a) of the Code. Following delivery of the tax representations letters pursuant to the first sentence of this Section 5.7, each of Parent and the Company shall use its

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commercially reasonable efforts to cause Hogan & Hartson L.L.P. and Greenberg Traurig, LLP, respectively, to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act. In rendering such opinions, each of such counsel shall be entitled to rely on the tax representation letters referred to in this Section 5.7.

5.8  RESIGNATION OF DIRECTORS.

        The Company shall use its reasonable best efforts to obtain and deliver to Parent prior to the Closing the resignation of each director of each of the Acquired Corporations, effective as of the Effective Time.

5.9  LISTING.

        Parent shall use its commercially reasonable efforts to cause the shares of Parent Common Stock being issued in the Merger to be approved for listing (subject to official notice of issuance) on the NYSE.

5.10  TAKEOVER LAWS; ADVICE OF CHANGES.

        (a)  If any Takeover Law may become, or may purport to be, applicable to the transactions contemplated in this Agreement, each of Parent and the Company and the members of their respective Boards of Directors and the Special Committee will grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable, and in any event prior to the Termination Date, on the terms and conditions contemplated hereby and thereby and otherwise act to eliminate the effect of any Takeover Law on any of the transactions contemplated by this Agreement.

        (b)  Each of the Company and Parent will give prompt notice to the other (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) is reasonably likely to result in a Material Adverse Effect with respect to the Acquired Corporations or a material adverse effect with respect to Parent, respectively, (ii) would cause or constitute a breach of any representations, warranties or covenants contained herein or (iii) is reasonably likely to result in any of the conditions set forth in Section 6 not being able to be satisfied prior to the Termination Date.

5.11  SECTION 16.

        (a)  Parent shall, prior to the Effective Time, cause Parent's Board of Directors to approve the issuance of shares of Parent Common Stock in connection with the Merger, with respect to any employees of the Company who upon the Effective Time will become subject to the reporting requirements of Section 16 of the Exchange Act to the extent necessary for such issuance to be an exempt acquisition pursuant to SEC Rule 16b-3, provided, however, that Parent shall not be deemed to have violated this covenant if the Company does not provide to the Board of Directors of Parent at least five (5) business days prior to the Effective Time, all information reasonably requested by Parent for the purpose of effecting such exemption. Prior to the Effective Time, the Board of Directors of the Company shall approve the disposition of Company Common Stock in connection with the Merger by those directors and officers of the Company subject to the reporting requirements of Section 16 of the Exchange Act to the extent necessary for such disposition to be an exempt disposition pursuant to SEC Rule 16b-3.

        (b)  Parent agrees to file one or more registration statements on Form S-8 for the shares of Parent Common Stock issuable with respect to Company Assumed Options within ten

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(10) business days after the Effective Time and keep any such registration statements effective until all shares registered thereunder have been issued.

5.12  AFFILIATES.

        Within twenty (20) days after the date of this Agreement, the Company shall deliver to Parent a letter identifying all Persons who are, to the Company's knowledge, affiliates of the Company for purposes of Rule 145 under the Securities Act. Prior to the Effective Time, the Company shall obtain and deliver to Parent Affiliate Agreements from each Person identified in such letter and any Person who may be deemed to have become an affiliate of the Company for purposes of Rule 145 under the Securities Act after the date of this Agreement and at or prior to the Effective Time. The Company shall cause each such affiliate to certificate such affiliate's Company Common Stock and Parent shall place the appropriate Rule 145 legend on the stock certificates representing Parent Common Stock issued in the Merger to such affiliates. Parent shall use its commercially reasonable efforts to remove such legends promptly when such legends are no longer required by applicable Legal Requirements.

5.13  PARENT COMMON STOCK.

        Parent shall take all corporate action necessary to reserve for issuance and shall reserve for issuance a sufficient number of shares of Parent Common Stock, registered pursuant to the Securities Act and listed on the NYSE, for delivery upon exercise of the Company Assumed Options and the New Warrants.

5.14  LITIGATION.

        The Company shall give Parent the opportunity to participate in the defense of any litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement and the Voting Agreements.

5.15  CERTAIN OTHER COVENANTS.

        The covenants set forth in Section 3 of Exhibit D are hereby incorporated herein by this reference.

5.16  SCHEDULE OF DEBT.

        On or prior to the fifth trading day preceding the date of the Company Stockholders Meeting, the Company shall deliver to Parent a good faith estimate in writing of all Debt of the Company (including, but without duplication, any sums outstanding under the Note Purchase Agreement and the note issued thereunder) as of immediately prior to the then expected Effective Time and which shall be accompanied by reasonable supporting detail therefor. On the Closing Date, the Company shall deliver to Parent a schedule of all Debt of the Company (including, but without duplication, any sums outstanding under the Note Purchase Agreement and the note issued thereunder) as of immediately prior to the Effective Time certified as true and correct by the chief financial officer of the Company and which shall be accompanied by reasonable supporting detail therefor.

SECTION 6. CONDITIONS TO THE MERGER

6.1    CONDITIONS TO EACH PARTY'S OBLIGATION.

        The respective obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or, to the extent permitted by applicable Legal Requirements, the waiver by each party on or prior to the Effective Time of each of the following conditions:

        (a)  Stockholder Approval. To the extent required by the NRS, this Agreement shall have been approved by the stockholders of the Company.

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        (b)  No Order. No provision of any applicable Legal Requirements and no judgment, injunction, Order or decree shall prohibit the consummation of the Merger or the other transactions contemplated by this Agreement.

        (c)  Effectiveness of Registration Statement; Proxy Statement. The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and any material "blue sky" and other state securities laws applicable to the registration and qualification of the Parent Common Stock shall have been complied with. The Proxy Statement shall have been "cleared" by the SEC for mailing by the Company in definitive form to the holders of Company Common Stock.

        (d)  Listing. The shares of Parent Common Stock to be issued in the Merger shall have been included for listing on the NYSE (subject to official notice of issuance).

        (e)  HSR Act. The applicable waiting period under the HSR Act shall have expired or been terminated and any applicable waiting periods, consents or clearances under foreign antitrust laws shall have expired, been terminated or been obtained.

        (f)    Parent Tax Opinion. Parent shall have received an opinion of Hogan & Hartson L.L.P., in form and substance reasonably satisfactory to Parent and to the Company, on the basis of customary facts, representations and assumptions set forth in such opinion, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, provided, however, that if Hogan & Hartson L.L.P. does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed satisfied if Greenberg Traurig LLP renders such opinion to Parent.

        (g)  Company Tax Opinion. The Company shall have received an opinion of Greenberg Traurig LLP in form and substance reasonably satisfactory to Parent and to the Company, on the basis of customary facts, representations and assumptions set forth in such opinion, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Greenberg Traurig LLP does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed satisfied if Hogan & Hartson L.L.P. renders such opinion to the Company.

        (h)  Parent Consents. Parent shall have procured all consents of third-parties and Governmental Bodies set forth on Schedule 3.5 to the Parent Disclosure Schedule.

6.2  ADDITIONAL CONDITIONS TO PARENT'S AND MERGER SUB'S OBLIGATIONS.

        The respective obligations of the Parent and Merger Sub to consummate the Merger are subject to the satisfaction or, to the extent permitted by applicable Legal Requirements, the waiver by Parent and Merger Sub, on or prior to the Effective Time of each of the following conditions:

        (a)  Representations and Warranties. (i) the representations and warranties of the Company contained in this Agreement (including Exhibit D, except those set forth in Section 2.3, Section 2.4 or clause (iii) of Section 2.16(b)) not qualified by a "materiality" or "Material Adverse Effect" qualifier shall be accurate in all material respects except as otherwise contemplated by this Agreement, and (ii) the representations and warranties of the Company contained in this Agreement (including Exhibit D, except those set forth in Section 2.3, Section 2.4 or clause (iii) of Section 2.16(b)) qualified by a "materiality" or "Material Adverse Effect" qualifier shall be accurate in all respects, in the case of each of (i) and (ii) above, as of the date of this Agreement and as of the Effective Time; except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be accurate as of such date in all material respects, in the case of (i) above, and accurate in all respects, in the case of (ii) above. The representations and warranties of the Company contained in Section 2.3, Section 2.4

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or clause (iii) of Section 2.16(b) of this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time. Parent shall have received a certificate of the chief executive officer or chief financial officer of the Company to that effect.

        (b)  Covenants and Agreements. The Company shall have performed in all material respects its covenants, obligations and agreements under the Agreement (other than those set forth in Exhibit D). The Company shall have performed in all respects its covenants, obligations and agreements set forth in Exhibit D. Parent shall have received a certificate of the chief executive officer or chief financial officer of the Company to that effect.

        (c)  Company Material Adverse Effect. Since the date hereof, there shall not have occurred, and there shall not exist any event or circumstance, including any Legal Proceeding, that could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations (taken as a whole).

        (d)  No Litigation. There shall be no pending or threatened Legal Proceeding: (i) challenging or seeking to prohibit or materially delay the consummation of the Merger or any of the other transactions contemplated by this Agreement; (ii) seeking to prohibit or materially delay or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise beneficial ownership rights with respect to the capital stock of the Surviving Corporation; (iii) which would materially and adversely affect the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Acquired Corporations as presently owned and operated by the Company; or (iv) seeking to compel Parent or the Company, or any subsidiary of Parent or the Company, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement; (v) seeking to have the Company, Parent or any of their respective subsidiaries pay material damages or otherwise become subject to material adverse consequences in connection with any of the transactions contemplated by this Agreement; or (vi) otherwise have or reasonably be expected to have, a Material Adverse Effect on the Acquired Corporations (taken as a whole) or, as a result of the transactions contemplated by this Agreement, a Material Adverse Effect on Parent and the Significant Subsidiaries (taken as a whole).

        (e)  Consents. The Acquired Corporations shall have procured all consents of third-parties and Governmental Bodies set forth on Schedule 2.16 to the Company Disclosure Schedule.

        (f)    Dissenting Shares. The Dissenting Shares shall not constitute more than five percent (5%) of the issued and outstanding Company Common Stock.

        (g)  Amendment to Executive Employment Agreements. Each of Robert J. Donahue, Colum P. Donahue, Daniel M. Wickersham and Pere Valles shall have entered into an amendment to his employment agreement with Parent and Company substantially in the form of Exhibit E.

        (h)  Certain Other Conditions. The conditions set forth in Section 1 of Exhibit D shall have been satisfied or, to the extent permitted by applicable Legal Requirements, waived by Parent and Merger Sub, on or prior to the Effective Time.

6.3  ADDITIONAL CONDITIONS TO THE COMPANY'S OBLIGATIONS.

        The obligations of the Company to consummate the Merger are subject to the satisfaction or, to the extent permitted by applicable Legal Requirements, the waiver by the Company, on or prior to the Effective Time of each of the following conditions:

        (a)  Representations and Warranties. (i) the representations and warranties of Parent and Merger Sub contained in this Agreement not qualified by a "materiality" or "Material Adverse Effect" qualifier shall be accurate in all material respects, and (ii) the representations and

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warranties of Parent and Merger Sub contained in this Agreement qualified by a "materiality" or "Material Adverse Effect" qualifier shall be accurate in all respects, in the case of each of (i) and (ii) above, as of the date of this Agreement and as of the date of the Effective Time; except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be accurate as of such date in all material respects, in the case of (i) above, or in all respects, in the case of (ii) above. The Company shall have received a certificate of the chief executive officer or chief financial officer of Parent to that effect.

        (b)  Covenants and Agreements. Parent or Merger Sub shall have performed in all material respects their respective covenants, obligations or agreements under this Agreement. The Company shall have received a certificate of the chief executive officer or chief financial officer of Parent to that effect.

        (c)  Parent Material Adverse Effect. Since the date hereof, there shall not have occurred, and there shall not exist any event or circumstance, including any Legal Proceeding, that would have a Material Adverse Effect on Parent and its Significant Subsidiaries (taken as a whole).

        (d)  No Litigation. There shall be no pending or threatened Legal Proceeding: (i) challenging or seeking to prohibit or materially delay the consummation of the Merger or any of the other transactions contemplated by this Agreement; or (ii) seeking to obtain from the Company in a Legal Proceeding relating to the Merger any monetary damages that would be material to the Company.

SECTION 7. TERMINATION

7.1    TERMINATION.

        This Agreement may be terminated prior to the Effective Time, whether before or after approval of this Agreement by the Company's stockholders:

        (a)  by mutual written consent of Parent and the Company;

        (b)  by either Parent or the Company if (i) the Merger shall not have been consummated by the date which is 180 days after the date of this Agreement (the "Termination Date") (unless the failure to consummate the Merger is attributable to a failure on the part of the party seeking to terminate this Agreement to perform any material obligation required to be performed by such party at or prior to the Termination Date); or (ii) this Agreement has not been approved by the requisite vote of the holders of Company Common Stock at the Company Stockholders' Meeting;

        (c)  by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable Order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger;

        (d)  by Parent, at any time prior to the Effective Time, if a Company Triggering Event shall have occurred;

        (e)  by Parent, at any time prior to the Effective Time, if (i) any of the Company's representations or warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 6.2(a) would not be satisfied, or (ii) any of the Company's covenants contained in this Agreement shall not have been performed such that the condition set forth in Section 6.2(b) would not be satisfied;

        (f)    by the Company, at any time prior to the Effective Time, if (i) any of the Parent's or Merger Sub's representations or warranties contained in this Agreement shall be inaccurate as of

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the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 6.3(a) would not be satisfied, or (ii) any of the Parent's or Merger Subs covenants contained in this Agreement shall not have been performed such that the condition set forth in Section 6.3(b) would not be satisfied;

        (g)  by Parent, if the Average Parent Trading Price is greater than $33.150 unless the Company makes a Company Election, in which case the Parent shall have no right of termination pursuant to this Section 7.1(g);

        (h)  by the Company, if the Average Parent Trading Price is less than $20.125 unless Parent makes a Parent Election, in which case the Company shall have no right to a termination pursuant to this Section 7.1(h); and

        (i)    by the Company, if (i) the Board of Directors of the Company shall have withdrawn its Recommendations in accordance with Section 4.3(e), or (ii) the Company shall have entered into an agreement providing for a Company Acquisition Transaction (and neither the Company nor any of its Representatives shall have violated any of the restrictions set forth in Section 4.3).

7.2  EFFECT OF TERMINATION.

        In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect; provided, however, that (a) this Section 7.2 and Section 7.3 shall survive the termination of this Agreement and shall remain in full force and effect, and (b) the termination of this Agreement shall not relieve any party from any liability or damages for any willful breach of any provision contained in this Agreement.

7.3  EXPENSES; TERMINATION FEES.

        (a)  Expenses. Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Merger is consummated; provided, however, that: (i) Parent and the Company shall share equally all fees and expenses, other than attorneys' fees, incurred in connection with (A) the filing, printing and mailing of the Registration Statement and Proxy Statement and any amendments or supplements thereto and (B) the filing of any premerger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust law or regulation; and (ii) if this Agreement is terminated and a termination fee is payable under Section 7.3(b)(i), then, at the time specified in the next sentence, the Company shall make a nonrefundable cash payment to Parent (in addition to any other amount that may be payable pursuant to Section 7.3(b)), in an amount equal to the aggregate amount, not to exceed Two Hundred Fifty Thousand Dollars ($250,000), of all reasonably documented fees and expenses (including all attorneys' fees, accountants' fees, financial advisory fees and filing fees) that have been paid or that have become due and payable or incurred obligations by or on behalf of Parent in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger. The nonrefundable payment referred to in clause (ii) of the proviso to the first sentence of this Section 7.3(a) shall be made by the Company at the time the termination fee is payable under Section 7.3(b)(i).

        (b)  Termination Fee.

          (i)  If neither Parent nor Merger Sub is in material breach of their respective obligations under this Agreement and if (x) (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) (and, in the event such termination is pursuant to clause (i) of

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Section 7.1(b), the conditions set forth in Sections 6.1(b), (c) and (e) and Sections 6.3(a), (b), (c), (d) and (e) were satisfied or waived on or prior to the date of such termination), (B) at or prior to the time of such termination a Company Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made and the same shall have been publicly announced, and (C) within 12 months after such termination the Company enters into a definitive agreement providing for, or consummates, a Company Acquisition Transaction with any Person, (y) this Agreement is terminated by Parent pursuant to Section 7.1(d), or (z) this Agreement is terminated by the Company pursuant to Section 7.1(i), then, in the case of each of (x), (y) and (z), the Company shall pay to Parent, in cash at the applicable time specified in the next two sentences, a nonrefundable fee in the amount of One Million Four Hundred Thousand Dollars ($1,400,000) (in addition to any payment required to be made pursuant to Section 7.3(a), if any). In the case of termination of this Agreement pursuant to Section 7.1(b), the fee referred to in the previous sentence shall be paid by the Company upon the execution of such definitive agreement. In the case of termination of this Agreement by Parent pursuant to Section 7.1(d), or by the Company pursuant to Section 7.1(i), the fee referred to in the first sentence of this Section 7.3(b)(i) shall be paid by the Company within two (2) business days after such termination.

        (ii)  The Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transaction contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its costs and expenses (including attorneys' fee and expenses) in connection with such suit, together with interest per annum on the amounts set forth in this Section 7.3(b) at the prime rate of Citibank, N.A. in effect from time to time from the date such payment was required to be paid to the date it is paid. Payment of the fees and expenses described in this Section 7.3 shall not be in lieu of damages incurred in the event of willful breach of this Agreement.

SECTION 8. SPECIAL COMMITTEE

        Until the Effective Time, all actions to be taken by the Company to enforce, waive compliance with, amend, apply or modify any of the terms of this Agreement shall require the affirmative approval of the Special Committee, and Parent shall be entitled to rely on a certificate of the Company's chief executive officer or chief financial officer attesting to the Company's compliance with this Section 8.

SECTION 9. MISCELLANEOUS PROVISIONS

9.1  AMENDMENT.

        This Agreement may be amended with the approval of the respective boards of directors of the Company and Parent at any time (whether before or after approval of this Agreement by the stockholders of the Company); provided, however, that after any such approval of this Agreement by the Company's stockholders, no amendment shall be made which by law requires further approval of the stockholders of the Company without the further approval of such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

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9.2  WAIVER.

        (a)  No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

        (b)  No party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

9.3  NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

        None of the representations, warranties or agreements contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Effective Time, except for agreements which by their terms survive the Effective Time. This Section 9.3 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

9.4  ENTIRE AGREEMENT; COUNTERPARTS.

        This Agreement and that certain letter agreement regarding confidential information, dated November 8, 2001 between Parent and the Company (the "Mutual Nondisclosure Agreement") constitute the entire agreement among the parties hereto and all other prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof are no force and effect. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

9.5  APPLICABLE LAW; JURISDICTION.

        This Agreement shall be governed by, and construed in accordance with, the (internal procedural and substantive) laws of the State of Delaware, applicable to agreements and instruments executed and delivered wholly within such state and without regard to such state's principles of conflicts of laws; provided, however, the provisions of this Agreement relating to the Merger shall be governed by the NRS. In any action between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of any state court of competent jurisdiction located in the State of Delaware or any United States District Court located in the State of Delaware, and the applicable courts of appeals therefrom (or, in the event no Delaware court will accept jurisdiction, state and federal courts of the same type located in the State of Nevada); (b) if any such action is commenced in a state court, then, subject to applicable law, no party shall object to the removal of such action to any federal court located in the State of Delaware (or the State of Nevada, if applicable); (c) each of the parties irrevocably waives the right to trial by jury; and (d) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9.8.

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9.6  ATTORNEYS' FEES.

        In any action at law or suit in equity to enforce this Agreement or the rights of any of the parties hereunder, the prevailing party in such action or suit shall be entitled to receive a reasonable sum for its attorneys' fees and all other reasonable costs and expenses incurred in such action or suit.

9.7  ASSIGNABILITY; THIRD PARTY BENEFICIARIES.

        This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of the Company's rights hereunder may be assigned by the Company without the prior written consent of Parent, and any attempted assignment of this Agreement or any of such rights by the Company without such consent shall be void and of no effect. Except as provided in Section 5.4, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

9.8  NOTICES.

        Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when actually delivered (by hand, by registered mail, by courier or express delivery service or by facsimile) to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto); provided, however, that a written notice delivered via facsimile shall be deemed delivered only if at the time of, or shortly after, such facsimile transmission the party giving the notice confirms by telephone the actual receipt by the other party of such facsimile transmission:

        (a)  If to Parent or Merger Sub:

The Titan Corporation
3033 Science Park Road
San Diego, California 92121
Facsimile No. (858) 552-9759
Attention: Nicholas J. Costanza, Esq.

        with a copy to (which shall not constitute notice hereunder), to:

Hogan & Hartson L.L.P.
8300 Greensboro Drive
Suite 1100
McLean, Virginia 22102
Facsimile No. (703) 610-6200
Attention: Richard K. A. Becker, Esq.
                  Robert A. Welp, Esq.

        (b)  If to the Special Committee of the Company's Board of Directors, to each of:

Richard E. Wilson
6252 Harbour Heights Parkway
Mukilteo, WA 92875
Facsimile No: (847) 698-9255

42

Paul Fritz
833 South Cumberland
Park Ridge, IL 60068
Facsimile No: (425) 493-0271

Carmine F. Adimando
47 Cherry Gate Lane
Trumbull, CT 06611-4056
Facsimile No. (203) 377-2687

        with a copy to (which shall not constitute notice hereunder), to:

Greenberg Traurig, LLP
The MetLife Building
200 Park Avenue
New York, New York 10166
Facsimile No. (212) 801-6400
Attention: Clifford E. Neimeth, Esq.

        (c)  If to the Company, to:

GlobalNet, Inc.
1919 South Highland Avenue
Suite 125-D
Lombard, Illinois 60148
Facsimile No. (630) 652-1320
Attention: Robert J. Donahue

        with a copy to (which shall not constitute notice hereunder), to:

Greenberg Traurig, LLP
The MetLife Building
200 Park Avenue
New York, New York 10166
Telephone No. (212) 801-9200
Facsimile No. (212) 801-6400
Attention: Charles P. Axelrod, Esq.

        All notices to the Company pursuant to this Agreement simultaneously shall be delivered to the Special Committee in the manner provided above.

9.9  COOPERATION.

        The parties agree to cooperate fully with each other and to execute and deliver such further documents, certificates, agreements and instruments and to take such other actions as may be reasonably requested by the other party to evidence or reflect the transactions contemplated by this Agreement and to carry out the intent and purposes of this Agreement.

9.10 CONSTRUCTION.

        (a)  For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

43

        (b)  The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

        (c)  As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation."

        (d)  Except as otherwise indicated, all references in this Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this Agreement and Exhibits to this Agreement.

        (e)  Any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified or supplemented, including by comparable successor statutes.

        (f)    The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the intended meaning or interpretation of this Agreement.

44

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

THE TITAN CORPORATION
By:
	Name: Title:
T T III ACQUISITION CORP.
By:
	Name: Title:
GLOBALNET, INC.
By:
	Name: Title:

45

LIST OF EXHIBITS

EXHIBIT A—CERTAIN DEFINITIONS
EXHIBIT B—FORM OF VOTING AGREEMENT
EXHIBIT C—LIST OF OFFICERS
EXHIBIT D—TREATMENT OF WARRANTS; CONVERTIBLE NOTE; OTHER RIGHTS
                          (FORM OF WARRANT ATTACHED)
EXHIBIT E—FORM OF EMPLOYMENT AGREEMENT
EXHIBIT F—FORM OF AFFILIATE AGREEMENT
EXHIBIT G—DESCRIPTION OF AMOUNTS OWED TO MCI/WORLDCOM

EXHIBIT A
CERTAIN DEFINITIONS

        For purposes of the Agreement (including this Exhibit A):

        "Acquired Corporation Contract" shall mean any Contract: (a) to which any of the Acquired Corporations is a party; (b) by which any of the Acquired Corporations or any asset of any of the Acquired Corporations is or may become bound or under which any of the Acquired Corporations has, or may become subject to, any obligation; or (c) under which any of the Acquired Corporations has or may acquire any right or interest.

        "Acquired Corporation Proprietary Asset" shall mean any Proprietary Asset owned by or licensed to any of the Acquired Corporations or otherwise used by any of the Acquired Corporations.

        "Acquired Corporations" is defined in Section 2.1 to this Agreement.

        "Affiliate Agreements" means the Affiliate Agreements in the form attached hereto as Exhibit F.

        "Agreement" is defined in the Preamble to this Agreement.

        "Articles of Merger" is defined in Section 1.3 to this Agreement.

        "Average Parent Trading Price" is defined in Section 1.5 to this Agreement.

        "Capital Lease Obligations" means all monetary obligations of a Person under any leasing or similar arrangement which, in accordance with GAAP, is classified as a capital lease.

        "Closing" is defined in Section 1.3 to this Agreement.

        "Closing Date" is defined in Section 1.3 to this Agreement.

        "Code" is defined in the Recitals to this Agreement.

        "Company" is defined in the Preamble to this Agreement.

        "Company Acquisition Proposal" shall mean any offer, proposal, letter of intent, inquiry or expression or indication of interest (other than an offer, proposal, letter of intent, inquiry or expression or indication of interest by Parent) contemplating or otherwise relating to any Company Acquisition Transaction.

        "Company Acquisition Transaction" shall mean any transaction or series of related transactions involving:

        (a)  any merger, consolidation, share exchange, business combination, issuance of securities, direct or indirect acquisition of securities, tender offer, exchange offer or other similar transaction in which (i) any of the Acquired Corporations is a constituent corporation, (ii) a Person or "Group" (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires beneficial or record ownership of securities representing more than 10% of the outstanding securities of any class of voting securities of any of the Acquired Corporations, or (iii) any of the Acquired Corporations issues securities representing more than 10% of the outstanding securities of any class of voting securities of any of the Acquired Corporations;

        (b)  any direct or indirect sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or of assets or rights that constitute or account for 10% or more of the consolidated net revenues, net income or assets of the Acquired Corporations; or

        (c)  any liquidation or dissolution of any of the Acquired Corporations.

        "Company Assumed Options" shall mean Company Options the exercise price of which is less than the Company Stock Value.

        "Company Balance Sheet" is defined in Section 2.4(b) to this Agreement.

        "Company Balance Sheet Date" is defined in Section 2.4(b) to this Agreement.

        "Company Common Stock" shall mean the Common Stock, par value $0.01 per share, of the Company.

        "Company Disclosure Schedule" is defined in Section 2 to this Agreement.

        "Company Election" shall mean an election delivered by the Company to Parent in accordance with Section 9.8 in which the Company elects to use the Exchange Ratio calculated pursuant to Section 1.5(a)(i)(4)(A).

        "Company Employee Plans" is defined in Section 2.12(a) to this Agreement.

        "Company Exchanged Warrants" shall mean the warrants to purchase Company Common Stock identified on Section 2.3(c)(i) of the Company Disclosure Schedule and that are outstanding as of the Effective Time as to which each holder thereof has agreed to exchange such warrant for a warrant to purchase shares of Parent Common Stock in accordance with Section 3(f) of Exhibit D.

        "Company Financial Statements" is defined in Section 2.4(b) to this Agreement.

        "Company Material Contract" is defined in Section 2.7(a) to this Agreement.

        "Company Options" is defined in Section 2.3(b) to this Agreement.

        "Company Organization Documents" is defined in Section 2.1 to this Agreement.

        "Company SEC Documents" is defined in Section 2.4(a) to this Agreement.

        "Company Stock Certificate" is defined in Section 1.6 to this Agreement.

        "Company Stock Option Plans" shall mean the 2000 Stock Plan and the 2001 Incentive Plan, and all stock option agreements evidencing option grants under each of the foregoing stock option plans.

        "Company Stock Rights" is defined in Section 2.3(c) to this Agreement.

        "Company Stock Value" shall mean the result of dividing the Transaction Value by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time.

        "Company Stockholders' Meeting" is defined in Section 5.2(a) to this Agreement.

        "Company Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party for a merger, consolidation, business combination, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer) or similar transaction with respect to any Acquired Corporation on terms that the Board of Directors of the Company determines, in good faith, after consultation with outside legal counsel and Ladenburg Thalmann or another nationally recognized independent financial advisor, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the offer and the Person making the offer, and would, if consummated, be more favorable to the Company's stockholders, from a financial point of view, than the Merger; provided, however, that any such offer shall not be deemed to be a "Company Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed or is not, in the good faith judgment of the Company, reasonably capable of being obtained by such third party on a timely basis.

        "Company Tax Returns" is defined in Section 2.11(d) to this Agreement.

        A "Company Triggering Event" shall be deemed to have occurred if there shall have been submitted to the Company a Company Acquisition Proposal and: (i) the Board of Directors of the Company shall have failed to make and include in the Registration Statement or the Proxy Statement, or shall have withdrawn, or modified in a manner adverse to Parent, the Recommendations; it being hereby acknowledged and understood that any position taken pursuant to Rule 14e-2(a)(2) under the

Exhibit A-2

Exchange Act shall be deemed to constitute the withdrawal or modification in a manner adverse to the Parent, of the Recommendations by the Company's Board of Directors; (ii) the Board of Directors of the Company shall have publicly recommended any Company Acquisition Proposal or shall have publicly announced an intention or that it has resolved to do so, or the Company shall have entered into an agreement providing for a Company Acquisition Transaction; or (iii) the Company shall have materially breached its obligations under Section 4.3 of this Agreement.

        "Company Warrants" shall mean all warrants to purchase Company Common Stock identified on Section 2.3(c)(i) of the Company Disclosure Schedule.

        "Consent" shall mean any approval, consent, ratification, permission, waiver or authorization (including any Governmental Authorization).

        "Contract" shall mean any written, oral or other agreement, contract, subcontract, lease, understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature.

        "Convertible Note" shall mean the Convertible Note of the Company dated April 9, 2001, due April 9, 2004, in the original principal amount of Two Million Dollars ($2,000,000) made payable to Crescent International Ltd., and such other convertible note or notes that may be exchanged therefor.

        "Debt" shall mean without duplication (a) all outstanding indebtedness for borrowed money of the Acquired Corporations to any Person, (b) all obligations of the Acquired Corporations arising from or incurred in connection with the acquisition or purchase of capital assets (including the deferred purchase price for such capital assets and all Capital Lease Obligations), (c) all amounts payable by the Acquired Corporations to MCI/Worldcom of whatever type as described in Exhibit G attached hereto and (d) all other accounts payable by the Acquired Corporations other than those incurred by the Acquired Corporations in the ordinary course of business. Any indebtedness for borrowed money of any of the Acquired Corporations to or from any other of the Acquired Corporations shall be excluded from the definition of Debt.

        "Effective Time" is defined in Section 1.3 to this Agreement.

        "Employee Benefit Plan" is defined in Section 2.12(c) to this Agreement.

        "Encumbrance" shall mean any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

        "Entity" shall mean any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or entity.

        "Environmental Law" is defined in Section 2.13(b)(i) to this Agreement.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

        "Exchange Agent" is defined in Section 1.7(a) to this Agreement.

        "Exchange Fund" is defined in Section 1.7(a) to this Agreement.

        "Exchange Ratio" is defined in Section 1.5(a) to this Agreement.

Exhibit A-3

        "Excluded Shares" shall mean all Dissenting Shares and any shares of Company Common Stock held as of the Effective Time (a) by Parent, Merger Sub or any Subsidiary of Parent or Merger Sub, (b) by the Company or any Subsidiary of the Company or (c) by the Company as treasury shares.

        "ERISA" is defined in Section 2.12(a) to this Agreement.

        "ERISA Affiliates" is defined in Section 2.12(a) to this Agreement.

        "GAAP" is defined in Section 2.4(b) to this Agreement.

        "Government Contract" shall mean any prime contract, subcontract, letter agreement, purchase or delivery order, task order, or other agreement of any kind executed or submitted to or on behalf of any Governmental Body or any prime contractor or higher-tier subcontractor, or under which any Governmental Body or any such prime contractor otherwise has or may acquire any right or interest.

        "Governmental Authorization" shall mean any: (a) permit, license, certificate, franchise, permission, variance, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Body.

        "Governmental Body" shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or Entity and any court or other tribunal).

        "Hazardous Materials" is defined in Section 2.13(b)(ii) to this Agreement.

        "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder.

        "Indemnified Persons" is defined in Section 5.4(a) to this Agreement.

        "Legal Proceeding" shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.

        "Legal Requirement" shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (or under the authority of the NYSE), including any Environmental Law or export control law.

        "Liability" means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

        "Losses" shall mean all demands, losses, claims, actions or causes of action, assessments, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and disbursements.

Exhibit A-4

        "Material Adverse Effect", means with respect to any Person, any event, occurrence, state of facts, or development having a material adverse effect on (i) the business, assets, operations, liabilities, condition or earnings of the referent Person and its subsidiaries considered as an entirety or (ii) the ability of the referent Person to consummate the Merger or any of the other transactions contemplated by this Agreement; other than an event, occurrence, state of facts, development circumstance that relates (w) to the economy or financial markets in general, (x) in general to the industries in which the referent Person operates and not specifically relating to (or having the effect of specifically relating to or having a materially disproportionate effect on (relative to most other industry participants)) such referent Person, (y) the announcement of this Agreement, the Merger and the other transactions contemplated thereby and the performance by the parties of their respective obligations hereunder, or (z) any action or failure to act (including the failure to enter into a promissory note as described in Section 2.5(d)(ii) of the Company Disclosure Schedule) in connection with the indebtedness to MCI WorldCom described in Section 2.5(d)(ii) of the Company Disclosure Schedule if such action or inaction is at the request of Parent or Merger Sub. With respect to the Acquired Corporations, (i)(a) the voluntary commencement of any case or proceeding by Global Crossing Ltd. under Chapter 7 of Title 11 of the United States Code or any successor or similar federal or state statute, regulation or rule, or (b) the involuntary commencement of any such case against Global Crossing Ltd. which involuntary case is not dismissed within 90 days after such commencement, shall, in all events, be deemed to have a Material Adverse Effect on the Acquired Corporations (taken as a whole) and (ii)(a) the voluntary commencement of any case or proceeding by Global Crossing Ltd. under Chapter 11 of Title 11 of the United States Code or any successor or similar federal or state statute, regulation or rule, or (b) the involuntary commencement of any such case against Global Crossing Ltd. which involuntary case is not dismissed within 90 days after commencement, shall, in all events, be deemed to have a Material Adverse Effect on the Acquired Corporations (taken as a whole) if the same has a Material Adverse Effect on the Acquired Corporations (taken as a whole) under the standards set forth in the immediately preceding sentence.

        "Merger" is defined in the Recitals to this Agreement.

        "Merger Consideration" is defined in Section 1.5(a)(i) to this Agreement.

        "Merger Sub" is defined in the Preamble to this Agreement.

        "Mutual Nondisclosure Agreement" is defined in Section 9.4 to this Agreement.

        "New Warrants" is defined in Exhibit D to this Agreement.

        "Note Purchase Agreement" is defined in the Recitals to this Agreement.

        "NRS" is defined in the Recitals to this Agreement.

        "NYSE" shall mean the New York Stock Exchange, Inc.

        "Option/Warrant Value" shall mean the fair value of (i) the Company Assumed Options assumed by the Parent pursuant to Section 1.11 and (ii) the New Warrants, determined using the Black-Scholes option pricing model in a manner consistent with the manner in which the same is used by the Parent to value its own options and warrants for financial reporting purposes.

        "Order" shall mean any: (a) order, judgment, injunction, edict, decree, ruling, pronouncement, determination, decision, opinion, verdict, sentence, subpoena, writ or award issued, made, entered, rendered or otherwise put into effect by or under the authority of any court, administrative agency or other Governmental Body or any arbitrator or arbitration panel; or (b) Contract with any Governmental Body entered into in connection with any Legal Proceeding.

        "Parent" is defined in the Preamble to this Agreement.

        "Parent Common Stock" shall mean the Common Stock, $0.01 par value per share, of Parent, including the associated rights to purchase capital stock of Parent pursuant to and in accordance with

Exhibit A-5

the Rights Agreement, dated as of August 21, 1995, between The Titan Corporation and American Stock Transfer and Trust Company.

        "Parent Contract" shall mean any Contract: (a) to which Parent or any Subsidiary of Parent is a party; (b) by which Parent or any Subsidiary of Parent or any asset of Parent or any Subsidiary of Parent is or may become bound or under which Parent or any Subsidiary of Parent has, or may become subject to, any obligation; or (c) under which Parent or any Subsidiary of Parent has or may acquire any right or interest.

        "Parent Cumulative Preferred Stock" shall mean the Cumulative Convertible Preferred Stock, $1.00 par value, of Parent.

        "Parent Disclosure Schedule" is defined in Section 3 to this Agreement.

        "Parent Election" shall mean an election delivered by Parent to the Company in accordance with Section 9.8 in which Parent elects to use the Exchange Ratio calculated pursuant to Section 1.5(a)(i)(5)(A).

        "Parent Financial Statements" is defined in Section 3.4(b) to this Agreement.

        "Parent Organization Documents" is defined in Section 3.1 to this Agreement.

        "Parent Preferred Stock" shall mean the Parent Cumulative Preferred Stock and Parent Series A Preferred Stock.

        "Parent SEC Documents" is defined in Section 3.4(a) to this Agreement.

        "Parent Series A Preferred Stock" shall mean the Series A Junior Participating Preferred Stock, $1.00 par value, of Parent.

        "Person" shall mean any individual, Entity or Governmental Body.

        "Pledge Agreement" shall mean that certain Pledge Agreement of even date herewith among the Parent and Robert J. Donahue, Colum P. Donahue and Adams Ventures LP.

        "Pre-Closing Period" is defined in Section 4.1 to this Agreement.

        "Proprietary Asset" means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, all patent disclosures, industrial designs, utility models and all patents and patent applications, together with all reissuances, continuations, continuations-in-part, divisions, revisions, extensions, renewals and reexaminations thereof, (b) all trademarks, service marks, trade dress, domain names, web site addresses, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all registered and unregistered copyrights, all rights to database information, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, software, databases, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all rights, including rights of privacy and publicity, to use the names, likenesses and other personal characteristics of any individual, and (g) other proprietary rights and (h) all copies and tangible embodiments thereof (in whatever form or medium) existing in any part of the world (including all computer software and related data and documentation).

        "Proxy Statement" is defined in Section 5.1 to this Agreement.

        "Recommendations" is defined in Section 2.2 to this Agreement.

        "Registration Statement" is defined in Section 5.1 to this Agreement.

Exhibit A-6

        "Representatives" shall mean officers, directors, employees, agents, attorneys, accountants, advisors, consultants and representatives.

        "SEC" shall mean the U.S. Securities and Exchange Commission.

        "Securities Act" shall mean the Securities Act of 1933, as amended and the regulations promulgated thereunder.

        "Shares" is defined in Section 1.6 to this Agreement.

        "Significant Subsidiaries" of Parent shall mean Cayenta, Inc., SureBeam Corporation, Titan Systems Corporation and Titan Wireless, Inc.

        "Special Committee" shall mean the Special Committee of the Board of Directors of the Company, comprised of Richard E. Wilson, Paul Fritz and Carmine F. Adimando.

        "Stockholders" is defined in the Recitals to this Agreement.

        An entity shall be deemed to be a "Subsidiary" of another Person if such Person directly or indirectly owns, beneficially or of record, (a) an amount of voting securities or other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entity's Board of Directors or other governing body, or (b) at least 50% of the outstanding equity or financial interests of such Entity.

        "Surviving Corporation" is defined in Section 1.1 to this Agreement.

        "Takeover Laws" means any "moratorium," "control share acquisition," "fair price," "supermajority," "affiliate transactions," or "business combination statute or regulation" or other similar state antitakeover laws and regulations.

        "Tax" shall mean any tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax or payroll tax), levy, assessment, tariff, duty (including any customs duty), deficiency or fee, and any related charge or amount (including any fine, penalty or interest), imposed, assessed or collected by or under the authority of any Governmental Body.

        "Tax Return" shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

        "Termination Date" is defined in Section 7.1(b) to this Agreement.

        "Third Party Claim" means any claim or other assertion of liability by any third party.

        "Transaction Value" means, subject to adjustment pursuant to Section 2 of Exhibit D, Sixty Million Dollars ($60,000,000) less (i) all Debt of the Company (including, but without duplication, any sums outstanding under the Note Purchase Agreement and the note issued thereunder) immediately prior to the Effective Time, (ii) the Option/Warrant Value immediately prior to the Effective Time and (iii) any payments made by the Company to redeem the Convertible Note.

        "VEBA" is defined in Section 2.12(l) to this Agreement.

        "Voting Agreements" is defined in the Recitals to this Agreement.

        "WARN Act" is defined in Section 2.12(i) to this Agreement.

Exhibit A-7

EXHIBIT B

FORM OF VOTING AGREEMENT
(Attached)

EXHIBIT C

LIST OF OFFICERS

Name	Title
Gene W. Ray	Chairman
M. C. Baird	President
Eric M. DeMarco	Chief Operating Officer and Executive Vice President
Mark Sopp	Chief Financial Officer and Treasurer
Robert J. Donahue	Vice President
Colum P. Donahue	Vice President
Daniel Wickersham	Vice President
Pere Valles	Vice President

EXHIBIT D

TREATMENT OF WARRANTS; CONVERTIBLE NOTE;
OTHER RIGHTS

1.    Additional Conditions to Closing.

        In addition to the conditions set forth in Sections 6.1 and 6.2 of the Agreement, the obligations of Parent and Merger Sub to consummate the Merger is subject to the satisfaction, or waiver by Parent and Merger Sub, on or prior to the Effective Time of the following conditions:

        (a)  (i) each of the outstanding Company Warrants shall have been converted into Company Common Stock in accordance with its terms, (ii) the holders thereof shall have unconditionally committed in writing to the Company to exchange such warrants for warrants to purchase shares of Parent Common Stock in accordance with Section 3(f) of this Exhibit D, (iii) such warrants shall have been terminated in full, or (iv) any combination of (i) through (iii) with respect to each of the outstanding Company Warrants; and

        (b)  Crescent International Ltd. ("Crescent"), shall have agreed that the Company's obligations under Sections VII and VIII of the Securities Purchase Agreement, dated April 9, 2001, between the Company and Crescent (the "Purchase Agreement") shall not survive the termination of the Purchase Agreement.

        (c)  all rights referred to in Schedule 2.3(a) of the Company Disclosure Schedule shall have been terminated and the same shall be null, void and no further force or effect.

2.    Purchase Price Adjustment.

        In the event that the Company has paid, pays or commits to pay any additional consideration (i.e., consideration other than Company Common Stock issuable in accordance with the terms of the various instruments) in connection with the Company satisfying the conditions set forth in Section 1 to this Exhibit D (the aggregate value of all such consideration paid and committed to be paid being referred to as the "Payment Amount"), then the Transaction Value shall be reduced by an amount equal to the Payment Amount. In the event that the Company has paid, pays or commits to pay any consideration (other than Company Common Stock) in connection with the Company satisfying its obligations set forth in Section 3(h) to this Exhibit D (the aggregate value of all such consideration paid and committed to be paid being referred to as the "Settlement Amount" ), then the Transaction Value shall be reduced by an amount equal to the Settlement Amount.

3.    Additional Representations, Warranties and Covenants.

        (a)  The Company represents and warrants that, as of the date of this Agreement and during the Pre-Closing Period, (i) the Convertible Note is and will be freely redeemable at the option of the Company without condition, restriction, limitation or restraint, except for the requirement of the Company to provide notice to the holder thereof, and pay the applicable redemption price therefor in cash, in accordance with its terms, and (ii) if such notice is given and such redemption price is paid in cash, the holder of the Convertible Note has no right to block, delay, condition or otherwise limit the redemption of the Convertible Note by the Company.

        (b)  During the Pre-Closing Period, the Company agrees to take all actions required to be taken by it pursuant to the terms of the Convertible Note in order for the Convertible Note to remain freely redeemable in accordance with Section 3(a) to this Exhibit D and to refrain from taking any actions that could cause the representations and warranties contained in Section 3(a) of this Exhibit D to be inaccurate.

        (c)  Prior to the Effective Time, the Company shall terminate the Purchase Agreement.

        (d)  Prior to the Effective Time, the Company shall cause the Convertible Note to be converted into shares of Company Common Stock in accordance with its terms or redeemed with the effect that, in either case, the Convertible Note shall not be outstanding as of the Effective Time.

        (e)  Prior to the Effective Time, the Company shall use its commercially reasonable efforts to cause the conditions contained in Section 1 to this Exhibit D to be satisfied.

        (f)    At the Effective Time each Company Exchanged Warrant then outstanding shall be exchanged for a warrant to purchase Parent Common Stock in substantially the form attached to this Exhibit D (each a "New Warrant"), and Parent shall issue and deliver each such New Warrant to the holder of the Company Exchanged Warrant upon the surrender of the Company Exchanged Warrant to Parent. From and after the Effective Time, (i) each New Warrant will be exercisable for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each such New Warrant shall be equal to the number of shares of Company Common Stock subject to the corresponding Company Exchanged Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share, (iii) the per share exercise price under each such New Warrant shall be adjusted by dividing the per share exercise price under the corresponding Company Exchanged Warrant by the Exchange Ratio and rounding up to the nearest whole cent, and (iv) the expiration date under such New Warrant will be the same as the expiration date under the corresponding Company Exchanged Warrant.

        (g)  The Parent shall use its commercially reasonable efforts at its expense to cause the shares of Parent Common Stock underlying the New Warrants to be registered on the Registration Statement along with the shares of Parent Common Stock being registered thereon, in accordance with the terms and subject to all the conditions set forth in Section 5.1 of the Agreement.

        (h)  Prior to the Effective Time, the Company shall settle the litigation commenced by Celeste Trust Reg., Esquire Trading & Financial Inc., and Amro International described in Schedule 2.14 of the Company Disclosure Schedule on terms substantially the same as the agreement in principle described in Schedule 2.14 of the Company Disclosure Schedule.

Exhibit D-2

EXHIBIT E

FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT

(Attached)

EXHIBIT F

FORM OF AFFILIATE AGREEMENT

(Attached)

EXHIBIT G

DESCRIPTION OF AMOUNTS OWED TO MCI/WORLDCOM

        The Company currently owes MCI WorldCom Network Services, Inc. $5,833,414.46 for Telecommunications Services that MCI provided to GlobalNet, including Co-Location fees. This amount, secured by a first lien on all of the accounts receivable of the Company, was incurred in the 3rd and 4^thquarters of 2000, and has been and currently remains in arrears in payment. The Company was contemplating entering into a one year Promissory Note with MCI WorldCom Network Services, Inc. MCI had indicated its willingness to accept this note. Parent has requested that the Company not enter into such note at this time. It is possible, as a result of the Company's compliance with Parent's wishes, that MCI could demand payment of all outstanding obligations due. Such call would have a Company Material Adverse Effect.

TABLE OF CONTENTS

			Page
SECTION 1.    THE MERGER			1
	1.1	MERGER OF MERGER SUB INTO THE COMPANY.	1
	1.2	EFFECT OF THE MERGER.	2
	1.3	CLOSING; EFFECTIVE TIME.	2
	1.4	ARTICLES OF INCORPORATION AND BYLAWS.	2
	1.5	CONVERSION OF SHARES IN THE MERGER.	2
	1.6	CLOSING OF THE COMPANY'S TRANSFER BOOKS.	4
	1.7	EXCHANGE OF CERTIFICATES.	4
	1.8	APPRAISAL RIGHTS.	5
	1.9	FURTHER ACTION.	6
	1.10	TAX CONSEQUENCES.	6
	1.11	STOCK OPTIONS.	6
SECTION 2.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY			6
	2.1	DUE ORGANIZATION; SUBSIDIARIES.	6
	2.2	AUTHORITY; BINDING NATURE OF AGREEMENT.	7
	2.3	CAPITALIZATION.	7
	2.4	SEC FILINGS; FINANCIAL STATEMENTS.	9
	2.5	ABSENCE OF CHANGES.	9
	2.6	PROPRIETARY ASSETS.	11
	2.7	CONTRACTS.	12
	2.8	LIABILITIES.	13
	2.9	COMPLIANCE WITH LEGAL REQUIREMENTS.	13
	2.10	GOVERNMENTAL AUTHORIZATIONS.	13
	2.11	TAX MATTERS.	14
	2.12	EMPLOYEE AND LABOR MATTERS; BENEFIT PLANS.	15
	2.13	ENVIRONMENTAL MATTERS.	18
	2.14	LEGAL PROCEEDINGS; ORDERS.	19
	2.15	VOTE REQUIRED.	19
	2.16	NON-CONTRAVENTION; CONSENTS.	19
	2.17	FAIRNESS OPINION.	20
	2.18	FINANCIAL ADVISOR.	20
	2.19	TAKEOVER STATUTES; NO DISCUSSIONS.	20
	2.20	INFORMATION TO BE SUPPLIED.	21
	2.21	FOREIGN CORRUPT PRACTICES ACT.	21
	2.22	CERTAIN OTHER REPRESENTATIONS.	21
SECTION 3.    REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			21
	3.1	DUE ORGANIZATION; SUBSIDIARIES.	22
	3.2	AUTHORITY; BINDING NATURE OF AGREEMENT.	22
	3.3	CAPITALIZATION, ETC.	22
	3.4	SEC FILINGS; FINANCIAL STATEMENTS.	23
	3.5	NON-CONTRAVENTION; CONSENTS.	23
	3.6	INTERIM OPERATIONS OF MERGER SUB.	24
	3.7	INFORMATION TO BE SUPPLIED.	24
	3.8	PARENT STOCKHOLDER APPROVAL.	24
	3.9	FINANCIAL ADVISOR.	24
	3.10	ABSENCE OF CHANGES.	24
	3.11	LIABILITIES.	24
	3.12	COMPLIANCE WITH LEGAL REQUIREMENTS.	25
	3.13	GOVERNMENTAL AUTHORIZATIONS.	25

SECTION 4.    CERTAIN COVENANTS OF THE COMPANY AND PARENT			25
	4.1	ACCESS AND INVESTIGATION.	25
	4.2	OPERATION OF THE COMPANY'S BUSINESS; OPERATION OF THE PARENT'S BUSINESS.	25
	4.3	NO SOLICITATION BY THE COMPANY.	29
SECTION 5.    ADDITIONAL COVENANTS OF THE PARTIES			30
	5.1	REGISTRATION STATEMENT AND PROXY STATEMENT FOR STOCKHOLDER APPROVAL.	30
	5.2	COMPANY STOCKHOLDERS' MEETING.	31
	5.3	REGULATORY APPROVALS.	32
	5.4	INDEMNIFICATION OF OFFICERS AND DIRECTORS.	32
	5.5	ADDITIONAL AGREEMENTS.	33
	5.6	PUBLIC DISCLOSURE.	33
	5.7	TAX MATTERS.	33
	5.8	RESIGNATION OF DIRECTORS.	34
	5.9	LISTING.	34
	5.10	TAKEOVER LAWS; ADVICE OF CHANGES.	34
	5.11	SECTION 16.	34
	5.12	AFFILIATES.	35
	5.13	PARENT COMMON STOCK.	35
	5.14	LITIGATION.	35
	5.15	CERTAIN OTHER COVENANTS.	35
	5.16	SCHEDULE OF DEBT.	35
SECTION 6.    CONDITIONS TO THE MERGER			35
	6.1	CONDITIONS TO EACH PARTY'S OBLIGATION.	35
	6.2	ADDITIONAL CONDITIONS TO PARENT'S AND MERGER SUB'S OBLIGATIONS.	36
	6.3	ADDITIONAL CONDITIONS TO THE COMPANY'S OBLIGATIONS.	37
SECTION 7.    TERMINATION			38
	7.1	TERMINATION.	38
	7.2	EFFECT OF TERMINATION.	39
	7.3	EXPENSES; TERMINATION FEES.	39
SECTION 8.    SPECIAL COMMITTEE			40
SECTION 9.    MISCELLANEOUS PROVISIONS			40
	9.1	AMENDMENT.	40
	9.2	WAIVER.	41
	9.3	NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES.	41
	9.4	ENTIRE AGREEMENT; COUNTERPARTS.	41
	9.5	APPLICABLE LAW; JURISDICTION.	41
	9.6	ATTORNEYS' FEES.	42
	9.7	ASSIGNABILITY; THIRD PARTY BENEFICIARIES.	42
	9.8	NOTICES.	42
	9.9	COOPERATION.	43
	9.10	CONSTRUCTION.	43

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AGREEMENT AND PLAN OF MERGER
RECITALS
LIST OF EXHIBITS
EXHIBIT A CERTAIN DEFINITIONS
EXHIBIT B FORM OF VOTING AGREEMENT (Attached)
EXHIBIT C LIST OF OFFICERS
EXHIBIT D TREATMENT OF WARRANTS; CONVERTIBLE NOTE; OTHER RIGHTS
EXHIBIT E FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT (Attached)
EXHIBIT F FORM OF AFFILIATE AGREEMENT (Attached)
EXHIBIT G DESCRIPTION OF AMOUNTS OWED TO MCI/WORLDCOM
TABLE OF CONTENTS

EX-2

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VOTING AGREEMENT

        THIS VOTING AGREEMENT is entered into as of January 6, 2002, by and between The Titan Corporation, a Delaware corporation ("Parent"), T T III ACQUISITION CORP., a Nevada corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and each of the undersigned stockholders (each a "Stockholder" and collectively, the "Stockholders") of GlobalNet, Inc., a Nevada corporation (the "Company").

RECITALS

        A. Parent, Merger Sub and the Company are entering into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement") which provides (subject to the conditions set forth therein) among other things, for the merger (the "Merger") of Merger Sub with and into the Company pursuant to the terms and conditions of the Merger Agreement. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Merger Agreement. Certain capitalized terms are defined in Section 5 herein.

        B. In order to induce Parent and Merger Sub to enter into the Merger Agreement, the Stockholders, solely in their individual capacities as Stockholders of the Company, are entering into this Voting Agreement.

AGREEMENT

        The parties to this Voting Agreement, intending to be legally bound, agree as follows:

SECTION 1. VOTING OF SHARES

        1.1.    Voting.    Each Stockholder hereby agrees to appear, or cause any transferee of such Stockholder who is a holder of record of any Subject Securities on any applicable record date (the "Record Holder") to appear, in person or by proxy, for the purpose of obtaining a quorum at any annual or special meeting of stockholders of the Company and at any adjournment thereof for the purpose of voting on the Merger Agreement and the transactions contemplated thereby (a "Meeting"). Each Stockholder agrees that, during the period from the date of this Voting Agreement through the Expiration Date, at any Meeting, however called, and in any action by written consent of the stockholders of the Company, each Stockholder shall vote the Subject Securities or cause the Subject Securities to be voted (to the extent such securities are entitled to be voted) in such Stockholder's capacity as a stockholder:

        (a)  in favor of the Merger and the approval and adoption of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the Board of Directors of the Company and by Parent) in connection with any meeting of, or solicitation of consents from, the stockholders of the Company at which or in connection with which the Merger or the Merger Agreement are submitted for the consideration and vote of the stockholders of the Company;

        (b)  against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement;

        (c)  against any action or agreement that would cause any provision contained in Sections 6.1 and 6.2 of the Merger Agreement to not be satisfied;

        (d)  against approval or adoption of any extraordinary corporate transaction (other than the Merger, the Merger Agreement or the transactions contemplated thereby) including, without limitation, any transaction involving (i) the sale or transfer of all or substantially all of the capital stock of the Company, whether by merger, consolidation or other business combination, (ii) a sale or transfer of all or substantially all of the assets of the Company or its subsidiaries, (iii) a reorganization, recapitalization or liquidation of the Company or its subsidiaries, or (iv) any amendment to the

Company's governing instruments creating any new class of securities of the Company or otherwise affecting the rights of any class of security as currently in effect; and

        (e)  against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any Company Acquisition Proposal; (ii) any change in a majority of the members of the board of directors of the Company; or (iii) any other action which is intended to, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or this Voting Agreement.

        To the extent inconsistent with any of the foregoing provisions of this Section 1.1, each Stockholder revokes any and all previous proxies with respect to the Subject Securities owned beneficially and/or of record by such Stockholder and agrees not to grant any proxy with respect to and any other voting interests in the Company owned or hereafter acquired beneficially or of record by such Stockholder

SECTION 2. TRANSFER OF SUBJECT SECURITIES

        2.1.    Transferee of Subject Securities to Be Bound By this Agreement.    Each Stockholder agrees that during the period from the date of this Voting Agreement through the Expiration Date, such Stockholder shall not (i) cause or permit any Transfer of any of the Subject Securities to be effected; (ii) tender any of the Subject Securities to any Person or (iii) create or permit to exist any Encumbrance with respect to any Subject Securities (other than Encumbrances which do not affect, directly or indirectly, the right of Parent to vote the Subject Securities as provided herein or Encumbrances arising involuntarily or by operation of law). To the extent that any Encumbrances on the Subject Securities may affect directly or indirectly, the right of Parent to vote the Subject Securities as provided herein, each Stockholder hereby covenants and agrees to use its reasonable best efforts to remove such Encumbrances on the Subject Securities or to cause such Encumbrances to be removed within five (5) business days.

        2.2.    Transfer of Voting Rights.    Each Stockholder agrees that, during the period from the date of this Voting Agreement through the Expiration Date, such Stockholder shall ensure that: (a) none of the Subject Securities are deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

        2.3.    Stop-Transfer Instructions.    Each Stockholder agrees and consents to the entry of stop-transfer instructions by the Company against the transfer of any Subject Securities consistent with the terms of Section 2.1.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS

        Each Stockholder hereby, severally and not jointly, represents and warrants to Parent as follows:

        3.1.    Authorization, Etc.    Such Stockholder has the legal capacity and absolute and unrestricted right, power, authority and capacity to execute and deliver this Voting Agreement and to perform its obligations hereunder and thereunder. This Voting Agreement have been duly executed and delivered by such Stockholder and constitute legal, valid and binding obligations of such Stockholder, enforceable against such Stockholder in accordance with their terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

        3.2.    No Conflicts or Consents.

        (a)  The execution and delivery of this Voting Agreement by such Stockholder do not, and the performance of this Voting Agreement by such Stockholder will not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to such Stockholder or by which it or any of its

2

properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Encumbrance or restriction on any of the Subject Securities pursuant to, any contract to which such Stockholder is a party or by which such Stockholder or any of his affiliates or properties is or may be bound or affected.

        (b)  The execution and delivery of this Voting Agreement by such Stockholder do not, and the performance of this Voting Agreement by such Stockholder will not, require any consent or approval of any Person.

        3.3.    Title To Securities.    As of the date of this Voting Agreement: (a) such Stockholder holds of record (free and clear of any Encumbrances or restrictions except as specifically disclosed on Schedule A hereof) the number of outstanding shares of Company Common Stock reflected on Schedule A as being Owned by such Stockholder under the heading "Shares Held of Record"; (b) such Stockholder holds (free and clear of any Encumbrances or restrictions except as specifically disclosed on Schedule A hereof) the options, warrants and other rights to acquire shares of Company Common Stock reflected on Schedule A as being Owned by such Stockholder under the heading "Options, Warrants and Other Rights"; (c) such Stockholder Owns the additional securities of the Company reflected on Schedule A as being Owned by such Stockholder under the heading "Additional Securities Beneficially Owned"; and (d) such Stockholder does not directly or indirectly Own any shares of Company Common Stock or other securities of the Company, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of Company Common Stock or other securities of the Company, other than the shares and options, warrants and other rights reflected on Schedule A as being Owned by such Stockholder.

SECTION 4. MISCELLANEOUS

        4.1.    Survival of Representations, Warranties and Agreements.    All representations, warranties, covenants and agreements made by the Stockholders in this Voting Agreement shall survive until the Expiration Date.

        4.2.    Expenses.    All costs and expenses incurred in connection with the transactions contemplated by this Voting Agreement shall be paid solely by the party incurring such costs and expenses.

        4.3.    Notices.    Any notice or other communication required or permitted to be delivered to any party under this Voting Agreement shall be in writing and shall be deemed properly delivered, given and received when actually delivered (by hand, by registered mail, by courier or express delivery service or by facsimile) to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto); provided, however, that a written notice delivered via facsimile shall be deemed delivered only if at the time of, or shortly after, such facsimile transmission the party giving the notice confirms by telephone the actual receipt by the other party of such facsimile transmission:

IF TO PARENT:

The Titan Corporation
3033 Science Park Road
San Diego, CA 92121
Facsimile No.: (858) 552-9759
Attention: Nicholas J. Costanza, Esq.

3

WITH A COPY TO (WHICH COPY SHALL NOT CONSTITUTE NOTICE):

Hogan & Hartson L.L.P.
8300 Greensboro Drive
Suite 1100
McLean, Virginia 22102
Facsimile No. (703) 610-6200
Attention: Richard K. A. Becker, Esq.

        Robert A. Welp, Esq.

IF TO ANY STOCKHOLDER:

at the address set forth below such Stockholder's signature on the signature page hereof

WITH COPIES TO (WHICH COPIES SHALL NOT CONSTITUTE NOTICE):

Greenberg Traurig, LLP
The MetLife Building
200 Park Avenue
New York, New York 10166
Telephone No. (212) 801-9200
Facsimile No. (212) 801-6400
Attention: Charles P. Axelrod, Esq.

        All notices to the Stockholders pursuant to this Voting Agreement simultaneously shall be delivered to the Special Committee (as defined in the Merger Agreement) in the manner provided in the Merger Agreement.

        4.4.    Waiver of Appraisal Rights.    Each Stockholder hereby irrevocably and unconditionally waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenters' rights (including under Section 92A.380 of the Nevada Revised Statutes) and any similar rights relating to the Merger or any related transaction that such Stockholder or any other Person may have by virtue of the ownership of any outstanding shares of Company Common Stock Owned by Stockholder.

        4.5.    No Solicitation.    Each Stockholder, solely in his capacity as a stockholder, agrees that, during the period from the date of this Voting Agreement through the Expiration Date, such Stockholder shall not, directly or indirectly: (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Company Acquisition Proposal (as defined in the Merger Agreement) or take any action that could reasonably be expected to lead to a Company Acquisition Proposal; (ii) except in the circumstances specified in the proviso to Section 4.3(a) of the Merger Agreement, furnish any information regarding the Company or any direct or indirect subsidiary of the Company to any Person in connection with or in response to a Company Acquisition Proposal; or (iii) except in the circumstances specified in the proviso to Section 4.3(a) of the Merger Agreement, engage in discussions or negotiations with any Person with respect to any Company Acquisition Proposal. Each Stockholder shall immediately cease and discontinue any existing discussions with any Person that relate to any Company Acquisition Proposal.

        4.6.    Severability.    If any provision of this Voting Agreement or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such

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provision or the validity or enforceability of any other provision of this Voting Agreement. Each provision of this Voting Agreement is separable from every other provision of this Voting Agreement, and each part of each provision of this Voting Agreement is separable from every other part of such provision.

        4.7.    Entire Agreement.    This Voting Agreement and any other documents delivered by the parties in connection herewith constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between the parties with respect thereto. No addition to or modification of any provision of this Voting Agreement shall be binding upon either party unless made in writing and signed by both parties.

        4.8.    Assignment; Binding Effect.    Except as provided herein, neither this Voting Agreement nor any of the interests or obligations hereunder may be assigned or delegated by any Stockholder or Parent without the prior written consent of the non-assigning parties, which consent shall not be unreasonably withheld, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void. Subject to the preceding sentence, this Voting Agreement shall be binding upon, and inure to the benefit of, the Stockholders and their respective heirs, estate, executors, personal representatives, successors and assigns (as the case may be), and shall be binding upon, and inure to the benefit of, Parent and its successors and assigns. Without limiting any of the restrictions set forth in Section 2 or elsewhere in this Voting Agreement, this Voting Agreement shall be binding upon any Person to whom any Subject Securities are Transferred. Nothing in this Voting Agreement is intended to confer on any Person (other than Parent and its successors and assigns) any rights or remedies of any nature. Each Stockholder specifically agrees that the obligation of such Stockholder hereunder shall not be terminated by operation of law, whether by death or incapacity of such Stockholder or otherwise.

        4.9.    Specific Performance.    The parties agree that irreparable damage would occur in the event that any provision of this Voting Agreement was, or is, not performed in accordance with its specific terms or was, or is, otherwise breached. Each Stockholder agrees that, in the event of any breach or threatened breach by such Stockholder of any covenant or obligation contained in this Voting Agreement, Parent and Merger Sub shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (b) an injunction restraining such breach or threatened breach. Each Stockholder further agrees that neither Parent nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.9, and each Stockholder irrevocably waives any objection to the imposition of such relief or any right he may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

        4.10.    Non-Exclusivity.    The rights and remedies of Parent under this Voting Agreement are not exclusive of or limited by any other rights or remedies which it may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of Parent under this Voting Agreement, and the obligations and liabilities of Stockholder under this Voting Agreement, are in addition to their respective rights, remedies, obligations and liabilities under common law requirements and under all applicable statutes, rules and regulations. Nothing in this Voting Agreement shall limit any of Stockholder's obligations, or the rights or remedies of Parent, under any agreement between Parent and Stockholder; and nothing in any such agreement shall limit any of Stockholder's obligations, or any of the rights or remedies of Parent, under this Voting Agreement.

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        4.11.    Governing Law; Venue.

        (a)  This Voting Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Delaware (without giving effect to principles of conflicts of laws); provided, however, that this Voting Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Nevada to the extent required by the laws of the State of Nevada.

        (b)  Any legal action or other legal proceeding relating to this Voting Agreement or the enforcement of any provision of this Voting Agreement may be brought or otherwise commenced in any state or federal court located in the State of Delaware. Stockholder and Parent each:

          (i)  expressly and irrevocably consents and submits to the exclusive jurisdiction and venue of any state court of competent jurisdiction located in the State of Delaware or any United States District Court located in the State of Delaware and the applicable courts of appeals therefrom, in connection with any such legal proceeding;

        (ii)  agree that if any action is commenced in a state court, then subject to applicable law, no party shall object to the removal of such action to any federal court located in the State of Delaware;

        (iii)  agrees that service of any process, summons, notice or document by U.S. mail addressed to him at the address set forth in Section 4.3 shall constitute effective service of such process, summons, notice or document for purposes of any such legal proceeding;

        (iv)  agrees that each state and federal court located in the State of Delaware, shall be deemed to be a convenient forum; and

        (v)  agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court located in the State of Delaware, any claim by either Stockholder or Parent that it is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Voting Agreement or the subject matter of this Voting Agreement may not be enforced in or by such court.

        Nothing contained in this Section 4.11 shall be deemed to limit or otherwise affect the right of either party to commence any legal proceeding or otherwise proceed against the other party in any other forum or jurisdiction.

        (c)  EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS VOTING AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF THIS VOTING AGREEMENT.

        4.12.    Counterparts.    This Voting Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

        4.13    Captions.    The captions contained in this Voting Agreement are for convenience of reference only, shall not be deemed to be a part of this Voting Agreement and shall not be referred to in connection with the construction or interpretation of this Voting Agreement.

        4.14    Waiver.    No failure on the part of Parent to exercise any power, right, privilege or remedy under this Voting Agreement, and no delay on the part of Parent in exercising any power, right, privilege or remedy under this Voting Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Parent shall not be deemed to have waived any claim available to Parent arising out of this Voting Agreement,

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or any power, right, privilege or remedy of Parent under this Voting Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Parent; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

        4.15    Construction.

        (a)  For purposes of this Voting Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

        (b)  The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Voting Agreement.

        (c)  As used in this Voting Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation."

        (d)  Except as otherwise indicated, all references in this Voting Agreement to "Schedules," "Sections" and "Exhibits" are intended to refer to Schedules of this Voting Agreement, Sections of this Voting Agreement and Exhibits to this Voting Agreement.

        4.16    Stockholder Capacity.    No person executing this Voting Agreement who is a director or officer of the Company makes any agreement or understanding herein in his capacity as such director or officer. Without limiting the generality of the foregoing, Stockholder executes this Voting Agreement solely in its capacity as Owner of Subject Securities and nothing contained in this Agreement shall create any obligation of any Stockholder who is a party hereto to act or refrain from acting in any manner inconsistent with such Stockholder's fiduciary duties as a director of the Company.

        4.17    Amendment.    This Agreement shall not be amended, altered or modified except by an instrument in writing duly executed and delivered on behalf of each of the parties hereto.

        4.18    Termination.    This Agreement shall terminate upon the Expiration Date.

SECTION 5. CERTAIN DEFINITIONS

        For purposes of this Voting Agreement:

        (a)  "Company Common Stock" shall mean the common stock, par value $0.001 per share, of the Company.

        (b)  "Expiration Date" shall mean the earliest to occur of (i) the date upon which the Merger Agreement is terminated or (ii) upon the Effective Time.

        (c)  Each Stockholder shall be deemed to "Own" or to have acquired "Ownership" of a security if such Stockholder is the: (i) record owner of such security; or (ii) "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of such security; provided, however, that each Stockholder shall not be deemed to Own a security solely because of such Stockholder's status as an executive officer, director, partner or member of a Person that owns such security.

        (d)  "Person" shall mean any (i) individual, (ii) corporation, limited liability company, partnership or other entity, or (iii) governmental body.

        (e)  "Subject Securities" with respect to each Stockholder shall mean: (i) all shares of Company Common Stock Owned by such Stockholder as of the date of this Agreement; and (ii) all additional shares of Company Common Stock of which such Stockholder acquires Ownership (including, without

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limitation, pursuant to the exercise, conversion or exchange, as applicable, of options, warrants and other rights, contractual or otherwise, to acquire shares of Company Common Stock) during the period from the date of this Agreement through the Expiration Date.

        A Person shall be deemed to have effected a "Transfer" of a security if such Person directly or indirectly: (i) sells, assigns, pledges, mortgages, encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security; (ii) enters into an agreement or commitment contemplating the possible sale of, assignment of, pledge of, mortgage of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein; or (iii) reduces such Person's beneficial ownership interest in or risk relating to any such security.

[SIGNATURE PAGE TO FOLLOW]

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        IN WITNESS WHEREOF, Parent, Merger Sub and each Stockholder have caused this Voting Agreement to be executed as of the date first written above.

PARENT:
THE TITAN CORPORATION
By:
Name:
Title:
MERGER SUB:
T T III ACQUISITION CORP.
By:
Name:
Title:
STOCKHOLDERS:
Robert J. Donahue
Address:	c/o GlobalNet, Inc. 1919 S. Highland Avenue Suite 125 D Lombard, Illinois 60148
Facsimile:	(630) 652-1320
Colum P. Donahue
Address:	c/o GlobalNet, Inc. 1919 S. Highland Avenue Suite 125 D Lombard, Illinois 60148
Facsimile:	(630) 652-1320
ADAMS VENTURES, LP
By: RBD Management, Inc., its general partner
Name:	Robert J. Donahue
Title:	President
Address:	c/o GlobalNet, Inc. 1919 S. Highland Avenue Suite 125 D Lombard, Illinois 60148
Facsimile:	(630) 652-1320

SCHEDULE A

Stockholder	Shares Held of Record	Options, Warrants and Other Rights		Additional Securities Beneficially Owned		Encumbrances on any of the Foregoing
Robert J. Donahue	3,812,375	250,000(1	)	4,431,375(2	)	(3	)
Colum P. Donahue	2,151,240	250,000(1	)	n/a		(4	)
Adams Ventures, L.P.	4,431,375	n/a		n/a

(1)

This number represents options to purchase common stock of the Company granted to such person. The options have the following vesting schedule: 33% on May 15, 2001, 33% on May 15, 2002 and 33% on May 15, 2003.

(2)

This number represents the shares of common stock of the Company held of record by Adams Ventures, L.P.

(3)

75,000 shares (certificate no. 1883) of common stock of the Company owned by Robert J. Donahue are subject to forfeiture and other restrictions and conditions based on a Restricted Stock Grant Agreement dated December 28, 2000 between the Company and Robert J. Donahue.

(4)

75,000 shares (certificate no. 1884) of common stock of the Company owned by Colum P. Donahue are subject to forfeiture and other restrictions and conditions based on a Restricted Stock Grant Agreement dated December 28, 2000 between the Company and Colum P. Donahue.

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VOTING AGREEMENT
RECITALS
AGREEMENT
SCHEDULE A

EX-3

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STOCK PLEDGE AGREEMENT

        THIS STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of January 4, 2002 among Robert J. Donahue, Colum P. Donahue and Adams Ventures LP, a Delaware limited partnership (collectively, the "Pledgors"), and The Titan Corporation, a Delaware corporation (together with its successors and assigns, "Secured Party").

        WHEREAS, simultaneously with the execution of this Agreement, GlobalNet, Inc. (the "Company") and Secured Party have entered into a Non-Negotiable Note Purchase Agreement of even date herewith (as the same may be amended, modified, supplemented or restated from time to time, the "Note Purchase Agreement");

        WHEREAS, in order to induce the Secured Party to enter into the Note Purchase Agreement, Pledgors, as an accommodation, have agreed to execute and deliver this Agreement and to pledge hereunder the Collateral (as defined herein) as security for the obligations of the Company under the Note Purchase Agreement and the Note issued pursuant thereto, and Pledgors acknowledge and agree that, as stockholders and officers of the Company, Pledgors have a financial interest in the Company and will benefit from the Company and Secured Party entering into the Note Purchase Agreement;

        WHEREAS, immediately prior to the execution and delivery of this Agreement, Secured Party, T T III Acquisition Corp., a wholly-owned subsidiary of Secured Party ("Merger Sub"), and the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into the Company and the Company will become a wholly-owned subsidiary of Secured Party;

        WHEREAS, immediately prior to the execution and delivery of this Agreement and the Merger Agreement, the Pledgors and the Secured Party entered into Voting Agreements pursuant to which each of the Pledgors, upon the terms and subject to the conditions specified therein, agreed to vote all of their shares of common stock of the Company in favor of the approval of the Merger Agreement;

        WHEREAS, the Board of Directors of the Company, upon the recommendation of the Special Committee (as defined in the Merger Agreement), has previously approved the execution, delivery and performance of the Merger Agreement and the Note Purchase Agreement;

        WHEREAS, all capitalized terms used herein which are not herein defined shall have the meanings ascribed to them in the Note Purchase Agreement.

        NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.    DEFINITIONS

        For the purposes of this Agreement:

        "Collateral Records" means books, records, ledger cards, files, computer printouts, tapes, disks and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

        "Company Shares" means the shares of Common Stock of the Company.

        "Obligations" means all obligations of every nature of Company from time to time owed to the Secured Party under the Note Purchase Documents including (a) all principal of and interest (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Pledgors, whether or not allowed or allowable as a claim in any such proceeding) on the Note issued pursuant to the Note Purchase Agreement and any additional loans or amounts advanced pursuant to the Note Purchase Agreement, (b) all other amounts payable by the Pledgors hereunder or under the Note Purchase Agreement and (c) any renewals or extensions of any of the foregoing.

        "Pledged Shares" means the Company Shares owned by Pledgors described on Schedule A under the heading "Pledged Shares" (as such schedule may be amended or supplemented from time to time), and the certificates, if any, representing such shares, all security entitlement pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

        "Proceeds" means (i) all "proceeds" as defined in the UCC, (ii) payments or distributions made with respect to any Collateral and (iii) whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary.

        "UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or, when the context implies, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.

2.    NON RECOURSE PLEDGE

        Each Pledgor's sole liability under this Agreement shall be limited to such Pledgor's right, title and interest in and to his respective portion of the Collateral pledged hereunder, it being the agreement of the parties hereto that no Pledgor shall have any further personal liability hereunder.

3.    PLEDGE OF COLLATERAL

        3(a)    As security for the due and punctual payment and performance by each Pledgor of all of the Obligations (collectively, the "Secured Obligations"), Pledgors, jointly and severally, hereby pledge and assign to Secured Party, a first priority security interest in and continuing lien on all of Pledgors' right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the "Collateral"):

        (A)  all Pledged Shares;

        (B)  to the extent not otherwise included above, all Collateral Records relating to any of the foregoing; and

        (C)  to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.

        3(b)    Simultaneously with the execution of this Agreement, Pledgors are delivering to Secured Party certificates representing the Pledged Shares and such certificates shall be duly endorsed in blank or accompanied by stock powers duly executed by Pledgors in blank, together with any documentary tax stamps and any other documents necessary to cause Secured Party to have a good, valid and perfected first pledge of, lien on and security interest in the Collateral, free and clear of any mortgage, pledge, lien, security interest, hypothecation, assignment, charge, right, encumbrance or restriction (individually, "Encumbrance" and collectively, "Encumbrances").

        3(c)    At any time following an Event of Default, any or all shares of the Collateral held by Secured Party hereunder may at the option of Secured Party exercised in accordance with Section 4(d) hereof, be registered in the name of Secured Party, and Pledgors hereby covenant that, upon demand therefor by Secured Party, Pledgors shall use their reasonable best efforts to cause Company to effect such registration.

        3(d)    Pledgors shall execute and deliver to Secured Party concurrently with the execution of this Agreement, and at any time and from time to time thereafter, all financing statements, assignments, continuation financing statements, termination statements, and other documents and instruments, in

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form reasonably satisfactory to Secured Party, and take all other action, as Secured Party may reasonably request, to create and/or perfect a security interest in and pledge of the Collateral to Secured Party pursuant to the UCC and to continue perfected, maintain the priority of or provide notice of the security interest of Secured Party in the Collateral and to accomplish the purposes of this Agreement.

4.    VOTING RIGHTS, DIVIDENDS AND DISTRIBUTIONS

        So long as no Event of Default shall have occurred and be continuing:

        4(a)    Pledgors shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the Collateral or any part thereof, subject to the terms hereof.

        4(b)    Pledgors shall be entitled to receive and retain cash dividends payable on the Collateral; provided, however, that all other dividends (including, without limitation, stock and liquidating dividends), distributions in property, returns of capital and other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of Company or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which Company may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of the Collateral, shall be retained by Secured Party, or, if delivered to Pledgors, shall be held in trust for the benefit of Secured Party and forthwith delivered to Secured Party and shall be considered as part of the Collateral for all purposes of this Agreement.

        4(c)    Secured Party shall execute and deliver (or cause to be executed and delivered) to Pledgors all such proxies, powers of attorney, dividend orders, and other instruments as Pledgors may request for the purpose of enabling Pledgors to exercise the voting and/or consensual rights and powers which Pledgors are entitled to exercise pursuant to Section 4(a) above and/or to receive the dividends which Pledgors are authorized to receive and retain pursuant to Section 4(b) above; and Pledgors shall execute and deliver to Secured Party such instruments as may be required or may be requested by Secured Party to enable Secured Party to receive and retain the dividends, distributions in property, returns of capital and other distributions it is authorized to receive and retain pursuant to Section 4(b) above.

        4(d)    Upon the occurrence and during the continuance of an Event of Default, all rights of Pledgors to exercise the voting and/or consensual rights and powers which Pledgors are entitled to exercise pursuant to Section 4(a) above and/or to receive the dividends which Pledgors are authorized to receive and retain pursuant to Section 4(b) above shall cease, at the option of Secured Party (if so directed by Secured Party), on not less than five (5) day's notice to Pledgors, and all such rights shall thereupon become vested in Secured Party, who shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain such dividends. In such case Pledgors shall execute and deliver such documents as Secured Party may request to enable Secured Party to exercise such rights and receive such dividends. In addition, Secured Party is hereby appointed the attorney-in-fact of Pledgors, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions after the occurrence and during the continuance of an Event of Default, whether in the name of Secured Party or Pledgors, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 4(d) shall be retained by Secured Party as part of the Collateral and shall be applied in accordance with the provisions hereof.

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5.    REMEDIES ON DEFAULT

        5(a)    If at any time an Event of Default shall have occurred and be continuing, then Secured Party may, in addition to having the right to exercise any right or remedy of a secured party upon default under the UCC as then in effect in the jurisdiction in which the Collateral is held by Secured Party or its agent, to the extent permitted by law, without being required to give any notice to Pledgors except as provided below:

          (i)  Apply any cash held by it hereunder in the manner provided in Section 5(c) below; and

        (ii)  If there shall be no such cash or if the cash so applied shall be insufficient to pay in full the items specified in Sections 5(c)(i) and (c)(ii) below, collect, receive, appropriate and realize upon the Collateral or any part thereof, and/or, Secured Party may, sell, assign, contract to sell or otherwise dispose of and deliver the Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker's board, on any securities exchange or at any of Secured Party's places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party or Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind.

        In the event of a sale as aforesaid, Secured Party is authorized to, at any such sale, if it deems it advisable so to do, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold.

        Pledgors hereby acknowledge that, notwithstanding that a higher price might be obtained for the Collateral at a public sale than at a private sale or sales, the making of a public sale of the Collateral may be subject to registration requirements under applicable securities laws and similar other legal restrictions compliance with which would require such actions on the part of Pledgors, would entail such expenses, and would subject Secured Party, any underwriter through whom the Collateral may be sold and any controlling person of any of the foregoing to such liabilities, as would make a public sale of the Collateral impractical. Accordingly, Pledgors hereby agree that private sales made by Secured Party in good faith in accordance with the provisions of this Section 5(a) may be at prices and on other terms less favorable to the seller than if the Collateral were sold at public sale, and that Secured Party shall not have any obligation to take any steps in order to permit the Collateral to be sold at public sale, a private sale being considered or deemed to be a sale in a commercially reasonable manner.

        Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgors, who hereby specifically waives all rights of redemption, stay or appraisal which Pledgors have or may have under any rule of law or statute now existing or hereafter adopted. Secured Party shall give Pledgors not less than ten (10) days' written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale at broker's board, on a securities exchange, at one or more of Secured Party's places of business or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, shall state only

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the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification.

        Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but the Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice.

        Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose its lien or security interest arising from this Agreement and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

        Upon the occurrence of an Event of Default, Secured Party or its nominee shall have the right, upon not less than five (5) day's notice to Pledgors, to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any or all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of Company, or upon the exercise by Company of any right, privilege or option pertaining to any such shares of the Collateral, and, in connection therewith, to deposit and deliver any and all of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Secured Party may determine.

        On any sale of the Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court.

        It is expressly understood and agreed by Pledgors that Secured Party may exercise its rights under any other document providing security for the Secured Obligations without exercising its rights or affecting the security provided hereunder, and it is further understood and agreed by Pledgors that Secured Party may proceed against all or any portion or portions of the Collateral and all other collateral securing the Secured Obligations in such order and at such time as Secured Party, in its sole discretion, sees fit; and Pledgors hereby expressly waive any rights under the doctrine of marshalling of assets.

        Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner.

        5(b)    Each of the rights, powers, and remedies provided herein, in any Note Purchase Documents or in any other document providing security for the Secured Obligations or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for herein or therein or now or hereafter existing at law or in equity or by statute or otherwise. The exercise of any such right, power or remedy shall not preclude the simultaneous or later exercise of any or all other such rights, powers or remedies. No

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notice to or demand on Pledgors in any case shall entitle Pledgors to any other notice or demand in similar or other circumstances.

        5(c)    The proceeds of any collection, recovery, receipt, appropriation, realization or sale as aforesaid shall be applied by Secured Party in the following order:

          (i)  First, to the payment of all costs and expenses of every kind incurred by Secured Party in connection therewith or incidental to the care, safekeeping or otherwise of any of the Collateral, including, without limitation, reasonable attorneys' fees and expenses; and

          (i)  Second, to the payment of any amounts due under the Secured Obligations.

6.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS

        6(a)    Except as set forth on Schedule B to this Agreement, each Pledgor represents, warrants and covenants, respectively, that:

          (i)  Each Pledgor has all requisite capacity, power and authority, being under no legal restriction, limitation or disability, to own the Collateral and to execute, deliver and perform this Agreement.

        (ii)  This Agreement has been duly authorized, executed and delivered by each Pledgor and constitutes a legal, valid, and binding obligation of each Pledgor, enforceable in accordance with its terms.

        (iii)  Each Pledgor is the record and beneficial owner of each share of the Collateral set forth next to such Pledgor's name on Schedule A. Each Pledgor has and will have good, valid and marketable title thereto, free and clear of all Encumbrances other than the security interest created by this Agreement with respect to the Collateral.

        (iv)  All of the shares of the Collateral have been duly and validly issued, fully paid and nonassessable.

        (v)  The Collateral is and will be duly and validly pledged for the benefit of Secured Party in accordance with law, and the Secured Party has and will have a good, valid, and perfected first lien on and security interest in the Collateral and the proceeds thereof.

        (vi)  The execution, delivery and performance by each of the Pledgors of this Agreement does not and will not: (A) conflict with or result in a breach of or constitute a default or require any consent (which has not been obtained) under, or result in or require the acceleration of any of its indebtedness pursuant to, any agreement, indenture or other instrument to which each of the Pledgors is a party or by which each of the Pledgors may be bound or affected; or (B) conflict with or violate any judgment, decree, order, law, statute, ordinance, license or other governmental rule or regulation applicable to Pledgors.

      (vii)  No approval, consent or other action by Pledgors, any governmental authority, or any other person or entity is or will be necessary to permit the valid execution, delivery or performance of this Agreement by any of the Pledgors.

      (viii)  There is no action, claim, suit, proceeding or investigation pending, or to the knowledge of the Pledgors, threatened or reasonably anticipated, against or affecting Pledgors, this Agreement, or the transactions contemplated hereby, before or by any court, arbitrator or governmental authority which might adversely affect Pledgors' ability to perform its obligations under this Agreement or might materially adversely affect the value of the Collateral.

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        (ix)  Other than (A) financing statements listed in Schedule C to this Agreement and (B) financing statements in favor of Secured Party, no effective financing statement naming any of the Pledgors as debtor, assignor, grantor, mortgagor, pledgor or the like and covering all or any part of the Collateral is on file in any filing or recording office in any jurisdiction.

      6(b)  Pledgor disclaims all representations and warranties not specifically set forth in Section 6(a) above and disclaims any representation or warranty as to the value of the Collateral.

7.    ACCOMMODATION.

      7(a)  Each Pledgor has a financial interest in the Company as a result of his or its ownership of Common Stock of the Company and has executed and delivered this Agreement solely as an accommodation in order to induce Secured Party to advance funds to the Company which advances are secured hereby. Each Pledgor understands that the exercise by Secured Party of certain rights and remedies contained herein or in the other Note Purchase Documents may affect or eliminate Pledgor's right of subrogation against the Company and that such Pledgor may therefore incur a partially or totally nonreimbursable liability hereunder. Nevertheless, each Pledgor hereby authorizes and empowers Secured Party to exercise, in its sole discretion, any rights and remedies, or any combination thereof, which may then be available to Secured Party as to the Collateral, since it is the intent and purpose of such Pledgor that, subject to Section 2 hereof, the obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. In this regard, each Pledgor hereby waives:

          (i)  Any right to require Secured Party to proceed against the Company or any other person or to proceed against or exhaust any other security held by Secured Party at any time or to pursue any other remedy in Secured Party's power before exercising any right or remedy under this Agreement.

        (ii)  Any defense that may arise by reason of: (A) Secured Party's failure to proceed against the Company or any of the Company's property, or any other party against whom Secured Party might assert a claim, before proceeding against the Collateral under this Agreement; (B) the release, suspension, discharge or impairment of any of Secured Party's rights against the Company or any other party against whom Secured Party might assert a claim, whether such release, suspension, discharge or impairment is explicit, tacit or inadvertent; (C) Secured Party's failure to pursue any other remedies available to Secured Party that would reduce the burden of the indebtedness secured hereby on such Pledgor's interests in the Collateral; (D) any lack of authority, death, disability or other incapacity of any of the Company, Pledgors, any other guarantor or any other person with respect to the Secured Obligations or any part thereof; (E) the unenforceability or invalidity of any security or other guaranties for the Secured Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Secured Obligations or any part thereof; (F) any failure of Secured Party to give notice of sale or other disposition of Collateral to the Company or Pledgors or any other person or any defect in any notice that may be given in connection with any sale or disposition of Collateral; (G) any failure of Secured Party to comply with applicable laws in connection with the sale or other disposition of any Collateral for any Secured Obligation, including, without limitation, any failure of Secured Party to conduct a commercially reasonable sale or other disposition of any Collateral for any Secured Obligation; (H) any act or omission of Secured Party or others that directly, indirectly, by operation of law or otherwise results in or aids the discharge or release of the Company, any other pledgor or any security or guaranties now or hereafter held for the Secured Obligations or any part thereof; (I) any failure of Secured Party to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; (J) the election by Secured Party, in any bankruptcy proceeding of any person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (K) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code; (L) any use of cash Collateral under

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Section 363 of the United States Bankruptcy Code; (M) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person; (N) the avoidance of any Lien in favor of Secured Party for any reason; (O) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any person, including any discharge of, or bar or stay against collecting, all or any of the Secured Obligations in or as a result of any such proceeding; or (P) any defense based upon an election of remedies by Secured Party, including without limitation an election to proceed by non-judicial rather than judicial foreclosure.

        (iii)  Demand, protest and notice of any kind, including without limitation, the following notices: (A) notice of the evidence, creation or incurring of any new or additional indebtedness or obligation (provided that such indebtedness or obligation is not secured by this Agreement); (B) notice of any action or non-action on the part of the Company or Secured Party in connection with any obligation or evidence of indebtedness held by Secured Party as Collateral; or (C) notice of payment or non-payment by the Company of the indebtedness secured by this Agreement.

        (iv)  Any rule which would provide that each Pledgor is not fully responsible for being and keeping informed of the financial condition of the Company or any successor in interest of the Company and of all circumstances bearing on the risk of non-payment of any indebtedness of the Company to Secured Party that is secured hereby.

        (v)  Any right to contribution from, subrogation to or recovery against the Company if the Secured Party realizes upon any or all of the Collateral or otherwise with respect to any liability that may arise under or pursuant to this Agreement or any of the other agreements and documents executed or to be executed by the parties hereto in order to consummate the transactions contemplated by the Note Purchase Agreement or any other agreements and documents contemplated hereby or thereby.

        (vi)  Each Pledgor warrants and agrees that each of the waivers and consents set forth herein is made after consultation with legal counsel (without waiving any attorney-client privileges) and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Pledgor otherwise may have against the Company, Secured Party or others, or against Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or law. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

      7(b)  Without limiting the generality of the foregoing, each Pledgor consents and agrees that Secured Party may, at any time and from time to time, in Secured Party's sole and absolute discretion, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate, waive or otherwise change the time for payment or the terms of the Secured Obligations or any part thereof or any additional security or guaranties now or hereafter held therefor; (ii) enter into or give any agreement, approval or consent with respect to the Secured Obligations or any part thereof or any additional security or guaranties now or hereafter held therefor; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to the Secured Obligations or any part thereof; (iv) accept partial payments on the Secured Obligations; (v) receive and hold additional security or guaranties for the Secured Obligations or any part thereof; (vi) settle, release, liquidate and/or fail to enforce any Secured Obligation; (vii) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, transfer and/or fail to enforce any other security or guaranties now or hereafter held for the Secured Obligations or any part thereof; (viii) substitute, exchange, amend or alter any other security or guaranty now or hereafter held for the Secured Obligations or any part thereof, whether or not the

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security or guaranty received upon the exercise of such power is of the same character or value as the security or pledge so affected; (ix) release any person from any personal liability with respect to the Secured Obligations or any part thereof; (x) consent to the transfer of any such other security and bid and purchase the same at any sale thereof; and/or (xi) consent to any merger, change or other restructuring or termination of the corporate existence of the Company or any other person, and correspondingly restructure the Secured Obligations.

8.    FEES AND EXPENSES OF SECURED PARTY

        Pledgors shall reimburse Secured Party for, and save Secured Party harmless from and against liability for the payment of, all out-of-pocket expenses arising in connection with the enforcement of, or for the preservation or exercise of any rights (including the right to realize upon the Collateral) under, this Agreement, including, without limitation, reasonable attorneys' fees.

9.    CONTINUING LIEN; RETURN OF COLLATERAL

        This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the earlier of (i) the payment in full of all Secured Obligations or (ii) the Effective Time pursuant to the Merger Agreement. So long as no Event of Default has occurred, upon the earlier to occur of (i) when all Secured Obligations have been paid, performed and satisfied in full and (ii) at the Effective Time pursuant to the Merger Agreement, this Agreement shall terminate and the Collateral held by Secured Party shall promptly be returned to the Pledgors, in no event later than five (5) business days after the date of such notification, at the addresses of each respective Pledgor set forth in the books and records of the Secured Party or at such other addresses as each respective Pledgor may direct in writing. The Secured Party shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered, except that such Collateral is free and clear, on the date of delivery, of any and all liens, charges and encumbrances arising from its own acts.

10.  ADDITIONAL ACTIONS AND DOCUMENTS

        Pledgors hereby agree to take or cause to be taken such further actions to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents as may be necessary or desirable, in the opinion of Secured Party, in order to fully effectuate the purposes, terms and conditions of this Agreement, whether before, at or after the occurrence of an Event of Default.

11.  SURVIVAL

        It is the express intention and agreement of the parties hereto that all covenants, agreements, statements, representations, warranties and indemnities made by the Pledgors herein shall survive the execution and delivery of this Agreement.

12.  ENTIRE AGREEMENT

        This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein.

13.  NOTICES

        All notices, demands, consents, requests, and other communications required or permitted to be given or made hereunder shall be in writing and shall be delivered, telecopied, telexed or mailed by

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first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by hand delivery, addressed as follows:

        If to Pledgors to each of:

Robert J. Donahue
Colum P. Donahue
Adams Ventures, LP
c/o GlobalNet, Inc.
1919 S. Highland Avenue
Suite 125 D
Lombard, Illinois 60148
Facsimile: (630) 652-1320

        If to Secured Party:

The Titan Corporation
3033 Science Park Road
San Diego, CA 92121
Attention: Nicholas J. Costanza, Esq.
Facsimile: (858) 552-9759

        Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request or communication which shall be given or made in the manner described above shall be deemed sufficiently given or made for all purposes at such time as it is hand-delivered to the addressee (with the delivery receipt or statement of messenger being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation or three (3) days after being deposited in the mails, as applicable.

14.  AMENDMENT

        No amendment, modification or supplement of or to this Agreement shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification or supplement is sought.

15.  BENEFIT AND ASSIGNMENT

        This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by the Pledgors.

16.  WAIVER

        No delay or failure on the part of Secured Party in exercising any right, power or privilege under this Agreement or under any other instruments given in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. No waiver shall be valid against Secured Party unless made in writing and signed by Secured Party, and then only to the extent expressly specified therein.

17.  SEVERABILITY

        If any part of any provision of this Agreement or any other agreement, document or writing given pursuant to or in connection with this Agreement shall be invalid or unenforceable in any respect, such

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part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

18.  GOVERNING LAW

        This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of New York (excluding the choice of law rules thereof).

19.  PRONOUNS

        All pronouns and any variations thereof in this Agreement shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

20.  HEADINGS

        Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

21.  EXECUTION

        To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than that number of counterparts containing the respective signatures of, or on behalf of, all of the parties hereto.

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        IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement, or has caused this Agreement to be duly executed on its behalf, as of the day and year first above written.

PLEDGORS:
Robert J. Donahue
Colum P. Donahue
ADAMS VENTURES, LP
By:	RBD Management, Inc., its general partner
By:
Name:	Robert J. Donahue
Title:	President
SECURED PARTY:
THE TITAN CORPORATION
By:
Name:
Title:

Schedule A

PLEDGED SHARES

Pledgors	Pledged Shares
Robert J. Donahue	2,931,375 shares, certificate no. 1640 800,000 shares, certificate no. 1641 75,000 shares, certificate no. 1883*
Colum P. Donahue	2,076,240 shares, certificate no. 1840 75,000 shares, certificate no. 1884*
Adams Ventures LP	4,431,375 shares, certificate no. 1642

*

See Schedule B

Schedule B

        75,000 shares (certificate no. 1883) of common stock of the Company owned by Robert J. Donahue are subject to forfeiture and other restrictions and conditions based on a Restricted Stock Grant Agreement dated December 28, 2000 between the Company and Robert J. Donahue.

        75,000 shares (certificate no. 1884) of common stock of the Company owned by Colum P. Donahue are subject to forfeiture and other restrictions and conditions based on a Restricted Stock Grant Agreement dated December 28, 2000 between the Company and Colum P. Donahue.

Schedule C

        None.

QuickLinks

STOCK PLEDGE AGREEMENT
Schedule A PLEDGED SHARES
Schedule B
Schedule C

EX-4

Exhibit 4

January 6, 2002

The Titan Corporation
3033 Science Park Road
San Diego, California 92121
Attention: Nicholas J. Costanza, Esq.

Dear Ladies and Gentlemen:

        Reference is made to the Agreement and Plan of Merger (the "Merger Agreement") of even date herewith among The Titan Corporation ("Parent"), T T III Acquisition Corp.("Merger Sub"), and GlobalNet, Inc. (the "Company"). Capitalized terms not defined herein shall have the meaning set forth in the Merger Agreement.

        As a condition and inducement to Parent and Merger Sub to enter into the Merger Agreement, the undersigned principal stockholders of the Company (the "Principal Stockholders") are entering into this letter agreement concurrently with the execution and delivery of the Merger Agreement.

1.    Holdback Fund.

        When making the issuances of Parent Common Stock pursuant to Section 1.5(a) of the Merger Agreement, Parent shall withhold from the Principal Stockholders an aggregate of thirty percent (30%) of the total shares of Parent Common Stock otherwise issuable thereunder to the Principal Stockholders (as adjusted pursuant to Section 1.5(c) of the Merger Agreement) (the "Holdback Stock"). The Holdback Stock will be issued in the name of each Principal Stockholder in the appropriate amounts and held back by Parent as security for the performance of the indemnity obligations of the Principal Stockholders under Section 3 hereof. Except for shares of Holdback Stock that are offset for indemnification claims pursuant to Section 3 hereof, all dividends payable on the shares of Holdback Stock shall be paid currently to the Principal Stockholders and all voting rights with respect to the shares of Holdback Stock shall be exercisable by the Principal Stockholders or their authorized agent(s). The Parent Common Stock otherwise distributable as of the Effective Time to each Principal Stockholder who is subject to this Holdback Agreement in connection with the Merger as provided in Section 1.5(a) of the Merger Agreement shall be proportionally reduced to reflect the amount of Parent Common Stock required to be withheld pursuant to this Section 1 and such Holdback Stock shall be delivered to the Principal Stockholders only in accordance with the terms of this letter agreement. On the date which is thirteen (13) months after the date of Closing, subject to reduction for any indemnification claims of Parent pursuant to Section 3 hereof, Parent shall release the Holdback Stock to each Principal Stockholder as applicable. For purposes of satisfying the indemnification obligations pursuant to Section 3 hereof, the value of each share of Holdback Stock shall be equal to the average closing sales price as reported in the NYSE Composite Transaction Tape (as reported in The Wall Street Journal or, if not reported therein, any other nationally recognized authoritative source) of shares of Parent Common Stock for the twenty (20) consecutive trading day period ending on the trading day immediately preceding the date upon which such indemnification obligations are satisfied (the "Stock Value").

2.    Survival of Merger Agreement Representations.

        Anything contained in the Merger Agreement to the contrary notwithstanding, and solely for purposes of this letter agreement, all representations, warranties, covenants and other agreements made by the Company pursuant to the Merger Agreement and this Agreement shall be deemed made as of the date of the Merger Agreement and as of the Effective Time as though such representations, warranties, covenants and other agreements were made on and as of such dates, and all such representations, warranties, covenants, indemnities and other agreements contained herein and therein shall survive for a period of fifteen (15) months after the Effective Time; provided, however, that (a) the representations set forth in Section 2.2 of the Merger Agreement (Authority; Binding Nature of

Agreement) shall survive in perpetuity, (b) the representations set forth in Section 2.1 of the Merger Agreement (Due Organization; Subsidiaries), Section 2.3 of the Merger Agreement (Capitalization), Section 2.12 of the Merger Agreement (Employee and Labor Matters; Benefit Plans), Section 2.11 of the Merger Agreement (Tax Matters) and Section 2.13 of the Merger Agreement (Environmental Matters) shall survive until the expiration of the applicable statute of limitations, and (c) the indemnities contained in Section 3(a)(iv) hereof shall survive until forty-five (45) days after such litigation is finally resolved by a non-appealable judgment or order of a court of competent jurisdiction, or settled. Notwithstanding anything herein to the contrary, any representation, warranty, covenant, agreement or indemnity which is the subject of a claim which is asserted in writing prior to the expiration of the applicable period set forth above shall survive solely with respect to such claim until the final resolution thereof.

3.    Indemnification by the Principal Stockholders; Right to Offset and Reimbursement.

        (a)  Anything in this letter agreement or the Merger Agreement to the contrary notwithstanding, the Principal Stockholders hereby agree, subject to paragraphs (c) and (e) of this Section 3, jointly and severally, to indemnify, defend and hold Parent, the Company and their respective officers and directors, and each Person, if any, who controls or may control Parent or the Company within the meaning of the Securities Act (all such Persons hereinafter are referred to individually as a "Parent Indemnified Person" and collectively as "Parent Indemnified Persons," but in no event shall any stockholder of the Company prior to the Effective Time be such a Parent Indemnified Person) harmless against all demands, losses, claims, actions or causes of action, assessments, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and disbursements ("Losses") resulting from, imposed upon or incurred by any Parent Indemnified Person, directly or indirectly, as a result of any of the following:

          (i)  any inaccuracy or breach of a representation or warranty of the Company given or made by the Company in the Merger Agreement, or in the Company Disclosure Schedule or in any certificate, document or agreement delivered by or on behalf of the Company pursuant thereto;

        (ii)  any failure by the Company to perform or comply with any covenant or agreement contained in the Merger Agreement, or in the Company Disclosure Schedule or in any certificate, document or agreement delivered by or on behalf of the Company pursuant thereto;

        (iii)  any claims brought by any employees or consultants of the Company who were or are terminated prior to the Effective Time; and

        (iv)  Civil Action No. 01-8996, The XEX Consulting Company, Inc. v. GlobalNet, Inc., et al., pending in the United States District Court for the Southern District of Florida.

        (b)  In the event, from time to time, any Parent Indemnified Person determines that it has suffered a Loss for which indemnification is available pursuant to this letter agreement, the following procedure shall be followed:

          (i)  Parent Indemnified Person shall give written notice of any such claim (a "Loss Notice") to the Principal Stockholders specifying in reasonable detail the amount of the claimed Loss (the "Loss Amount") and the basis for such Loss and whether the Parent intends to offset against the Holdback Stock.

        (ii)  Within twenty (20) days after delivery of a Loss Notice, the Principal Stockholders shall provide to Parent and the Parent Indemnified Person (if not the same Person), a written response (a "Response Notice") in which the Principal Stockholders will (i) agree that an offset in the full Loss Amount may be made against the Holdback Stock, (ii) agree that an offset in an amount equal to part, but not all, of the Loss Amount (the "Agreed Amount") may be made against the Holdback Stock or (iii) contest making any offset against the Holdback Stock. The Principal

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Stockholders may contest an offset against the Holdback Stock upon a good faith belief that all or such portion of such offset does not constitute a Loss for which the Parent Indemnified Person is entitled to indemnification under this letter agreement. If no Response Notice is delivered by the Principal Stockholders within such ten (10) day period, the Principal Stockholders shall be deemed to have agreed that an offset in the full Loss Amount may be made against the Holdback Stock.

        (iii)  If the Principal Stockholders in the Response Notice agree (or are deemed to have agreed pursuant to clause (ii) above) that an offset may be made against the Holdback Stock in an amount equal to the Loss Amount, the number of shares of Holdback Stock of each Principal Stockholder shall be reduced proportionately in the same percentage that such Principal Stockholder's shares of Holdback Stock bears to all Holdback Stock (rounded to the nearest whole share) by an amount equal to the Loss Amount divided by the Stock Value.

        (iv)  If the Principal Stockholders in the Response Notice agree that an offset in an Agreed Amount may be made against the Holdback Stock, the number of shares of Holdback Stock of each Principal Stockholder shall be reduced proportionately in the same percentage that such Principal Stockholder's shares of Holdback Stock bears to all Holdback Stock (rounded to the nearest whole share) by an amount equal to the Agreed Amount divided by the Stock Value.

        (v)  If the Principal Stockholders in the Response Notice contest an offset against the Holdback Stock equal to all or any part of the Loss Amount (the "Contested Amount"), the Parent Indemnified Person and the Principal Stockholders shall negotiate in good faith to resolve any such dispute. If any such dispute involving claims of less than $1,000,000 cannot be resolved within thirty (30) days after the receipt by Parent of the Response Notice, the Parent Indemnified Person and the Principal Stockholders shall submit the matter to the Washington, D.C. office of the American Arbitration Association ("AAA") for binding arbitration to be conducted in accordance with the AAA commercial arbitration rules in effect at the time such matter is submitted. If any such matter is submitted to the AAA as provided herein, (A) each of the Parent Indemnified Person and the Principal Stockholders will furnish to AAA such workpapers and other documents and information as AAA may request and will be afforded the opportunity to present to AAA any material relevant to the matter, (B) the determination by AAA, as set forth in a notice delivered to the Parent Indemnified Person and the Principal Stockholders by AAA, will be binding and conclusive on such parties. The number of shares of Holdback Stock of each Principal Stockholder shall be reduced proportionately in the same percentage that such Principal Stockholder's shares of Holdback Stock bears to all Holdback Stock (rounded to the nearest whole share) by an amount equal to the dollar amount of the award set forth in such determination (as evidenced by such notice from AAA) divided by the Stock Value.

        (vi)  In connection with any such commercial arbitration, the following rules also shall apply: (A) any party shall have the right to have counsel represent such party at the arbitration hearing and in pre-arbitration proceedings; (B) all parties shall be permitted to conduct discovery in accordance with the Federal Rules of Civil Procedure; (C) the arbitrator(s) shall have the authority to resolve any discovery disputes and to invoke an action to cease further discovery; (D) each party to any arbitration proceeding shall have the right to a written transcript made of the arbitration proceedings; (E) each party shall have the right to file post-arbitration briefs, which shall be considered by the arbitrator(s); and (F) each party shall bear its own costs and expenses and attorney's fees in connection with such arbitration.

      (vii)  In the event of any disputes involving claims of $1,000,000 or more, either party shall have the right to bring such action in any state or federal court of competent jurisdiction. The number of shares of Holdback Stock of each Principal Stockholder shall be reduced proportionately in the same percentage that such Principal Stockholder's shares of Holdback Stock bears to all Holdback Stock (rounded to the nearest whole share) by an amount equal to the

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dollar amount of the non-appealable judgment of such a court of competent jurisdiction divided by the Stock Value.

        (c)  The indemnity and other obligations of each Principal Stockholder under this letter agreement shall first be satisfied through the exercise by Parent of the right of offset against the aggregate outstanding amount of the Holdback Stock and then by offset and reimbursement against any payments due any Principal Stockholder with respect to the Special Bonus Pool pursuant to the amendments to their respective employment agreements with the Company in the form of Amendment No. 1 of the Employment Agreement attached as Exhibit E to the Merger Agreement. Following its exhaustion of its offset and reimbursement rights as set forth above, Parent shall have the right to enforce the remaining indemnity obligations of the Principal Stockholders pursuant to Section 3(a) against each Principal Stockholder up to the cap set forth below through an action in a court of competent jurisdiction; provided, that notwithstanding anything contained herein to the contrary, no Principal Stockholder shall have any further liability under this Agreement (other than in cases of fraud) once (i) all shares of Parent Common Stock received by such Principal Stockholder in the Merger owned beneficially or of record by such Principal Stockholder, (ii) all proceeds of the sale or other transfer of shares of Parent Common Stock received by such Principal Stockholder in the Merger (net of any federal and state income taxes (not to exceed 20% in the aggregate) due as a result of such sale or transfer) and (iii) all amounts paid or payable to the Principal Stockholders out of the Special Bonus Pool (net of any federal and state income taxes paid as a result of amounts paid to the Principal Stockholders out of the Special Bonus Pool), have been exhausted in satisfying Losses, and no judgment or award may be obtained by Parent in any action or proceeding to enforce the indemnity obligations contained herein in an amount in excess of the foregoing. In the event that any Principal Stockholder transfers any shares of Parent Common Stock received by such Principal Stockholder in the Merger for less than reasonably equivalent value (including without limitation by way of gift), such Principal Stockholder shall, for purposes of this Agreement, be deemed to have received cash proceeds equal to the number of shares so transferred multiplied by the average closing sales price as reported in the NYSE Composite Transaction Tape (as reported in The Wall Street Journal or, if not reported therein, any other nationally recognized authoritative source) of shares of Parent Common Stock for the twenty (20) consecutive trading day period ending on the trading day immediately preceding the date of such transfer.

        (d)  The exercise of any such right of offset or reimbursement by Parent in good faith, whether or not ultimately determined to be justified, will not constitute a breach of this letter agreement. Neither the exercise of nor the failure to exercise such right of offset or reimbursement will constitute an election of remedies or limit Parent in any manner in the enforcement of any other remedies available to Parent except as otherwise expressly set forth in this Agreement.

        (e)  Anything in the foregoing provisions to the contrary notwithstanding, the Principal Stockholders shall not be liable for any amounts under Sections 3(a)(i) through (iii) hereof unless and until the aggregate of Losses suffered by the Parent Indemnified Party(ies) from all claims for indemnification exceed $400,000, in which case the Principal Stockholders shall be liable for the full amount of Losses suffered by the Parent Indemnified Party(ies), including the first $400,000. For the avoidance of doubt, the foregoing limitation on the indemnification obligations of the Principal Stockholders shall not apply to amounts claimed under Section 3(a)(iv) hereof.

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4.    Third Party Claims.

        The obligations and liabilities of the Principal Stockholders with respect to their indemnities pursuant to this letter agreement, resulting from any Third Party Claim shall be subject to the following terms and conditions:

        (a)  The party seeking indemnification (the "Indemnified Party") must give the party obligated to indemnify (the "Indemnifying Party"), notice of any Third Party Claim which is asserted against, resulting to, imposed upon or incurred by the Indemnified Party and which may give rise to liability of the Indemnifying Party pursuant to this letter agreement, stating (to the extent known or reasonably anticipated) the nature and basis of such Third Party Claim and the amount thereof; provided that the failure to give such notice shall not affect the rights of the Indemnified Party hereunder except to the extent (i) that the Indemnifying Party shall have suffered actual damage by reason of such failure, or (ii) such failure or delay materially adversely affects the ability of the Indemnifying Party to defend, settle or compromise such Third Party Claim.

        (b)  Subject to Section 4(c) below, if the Indemnifying Party assumes responsibility for Losses arising out of such Third Party Claim, then the Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Third Party Claim at the Indemnifying Party's risk and expense.

        (c)  In the event that (i) the Indemnifying Party shall elect not to undertake such defense, (ii) within a reasonable time after notice from the Indemnified Party of any such Third Party Claim, the Indemnifying Party shall fail to undertake to defend such Third Party Claim, or (iii) there is a reasonable probability that such Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. In the event that the Indemnified Party undertakes the defense of a Third Party Claim under this Section 4, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred.

        (d)  Anything in this Section 4 to the contrary notwithstanding, neither the Indemnified Party nor the Indemnifying Party shall, without the other party's written consent (which consent shall not be unreasonably withheld or delayed), settle or compromise such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim in form and substance satisfactory to the Indemnified Party. In all cases where such release is granted, if a firm written offer is made to settle any Third Party Claim, and the Indemnifying Party proposes to accept such settlement and the Indemnified Party refuses to consent to such settlement then (A) the Indemnifying Party shall be excused from and the Indemnified Party shall be solely responsible for all further defense of such Third Party Claim; (B) the maximum liability of the Indemnifying Party relating to such Third Party Claim shall be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party on such Third Party Claim is greater than the amount of the proposed settlement; and (C) the Indemnified Party shall pay all attorney's fees and legal costs and expenses incurred after rejection of such settlement by the Indemnified Party, but if the amount thereafter recovered by such Third Party from the Indemnified Party is less than the amount of the proposed settlement, the Indemnified Party shall be reimbursed by the Indemnifying Party for such attorney's fees and legal costs and expenses up to the maximum amount equal to the difference between the amount recovered by such Third Party and the amount of the proposed settlement.

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5.    No Recourse Against the Company.

        The Principal Stockholders hereby irrevocably waive any and all right to recourse against the Company with respect to any misrepresentation or breach of any representation, warranty or indemnity, or noncompliance with any conditions or covenants, given or made by the Company in the Merger Agreement or any other agreements and documents executed or to be executed by the parties thereto in order to consummate the transactions contemplated by the Merger Agreement. The Principal Stockholders shall not be entitled to contribution from, subrogation to or recovery against the Company with respect to any liability that may arise under or pursuant to this letter agreement or any of the other agreements and documents executed or to be executed by the parties hereto in order to consummate the transactions contemplated by the Merger Agreement or any other agreements and documents contemplated hereby or thereby.

6.    Remedies Cumulative.

        Subject to the limitations and qualifications set forth in this letter agreement, the remedies provided herein shall be cumulative and shall not preclude the assertion by the parties hereto of any other rights or the seeking of any other remedies against the other parties, or their respective successors or assigns.

7.    Indemnification in Case of Strict Liability or Indemnitee Negligence.

        THE INDEMNIFICATION PROVISIONS IN THIS LETTER AGREEMENT SHALL BE ENFORCEABLE REGARDLESS OF WHETHER THE LIABILITY IS BASED UPON PAST, PRESENT OR FUTURE ACTS, CLAIMS OR LEGAL REQUIREMENTS (INCLUDING ANY PAST, PRESENT OR FUTURE BULK SALES LAW, ENVIRONMENTAL LAW, FRAUDULENT TRANSFER ACT, OCCUPATIONAL SAFETY AND HEALTH LAW OR PRODUCTS LIABILITY, SECURITIES OR OTHER LEGAL REQUIREMENT) AND REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON THE PERSON SEEKING INDEMNIFICATION.

8.    Governing Law.

        This letter agreement shall be governed by, and construed in accordance with, the Legal Requirements of the State of Delaware, regardless of the Legal Requirements that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this letter agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of a Delaware state court of competent jurisdiction and the United States District Court for the District of Delaware, and the applicable courts for appeals therefrom (or, in the event no Delaware court will accept jurisdiction, state and federal courts of the same type located in the State of Nevada); (b) if any such action is commenced in a state court, then, subject to applicable law, no party shall object to the removal of such action to any federal court located in the State of Delaware (or the State of Nevada, if applicable); (c) each of the parties irrevocably waives the right to trial by jury; and (d) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9 below.

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9.    Miscellaneous.

        This letter agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. This letter agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither this letter agreement nor any of the Principal Stockholders' rights hereunder may be assigned by any Principal Stockholder without the prior written consent of Parent, and any attempted assignment of this letter agreement or any of such rights by any Principal Stockholder without such consent shall be void and of no effect. Nothing in this letter agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this letter agreement. No failure on the part of any party to exercise any power, right, privilege or remedy under this letter agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this letter agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this letter agreement. No party shall be deemed to have waived any claim arising out of this letter agreement, or any power, right, privilege or remedy under this letter agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. All notices and other communications provided for hereunder shall be in writing, unless otherwise specified, and shall be deemed to have been duly given if and when delivered personally or by courier service, given by telegram, facsimile transmission or similar means, or mailed, postage prepaid, registered or certified mail, to the addresses or facsimile numbers set forth on the signature pages hereof or at such other addresses or facsimile numbers as the parties hereto may designate from time to time in writing. This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

[signatures on next page]

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        If the above reflects your understanding of the parties' agreement, please acknowledge your acceptance of the foregoing by executing the countersignature below.

Name: Robert J. Donahue
Address:
	c/o GlobalNet, Inc. 1919 S. Highland Avenue Suite 125 D Lombard, Illinois 60148
Facsimile:	(630) 652-1320
Name: Colum P. Donahue
Address:
	c/o GlobalNet, Inc. 1919 S. Highland Avenue Suite 125 D Lombard, Illinois 60148
Facsimile:	(630) 652-1320
ADAMS VENTURES, L.P.
By:	RBD Management, Inc., its general partner
By:
Name: Robert J. Donahue Title: President
Address:
	c/o GlobalNet, Inc. 1919 S. Highland Avenue Suite 125 D Lombard, Illinois 60148
Facsimile:	(630) 652-1320

ACKNOWLEDGED AND AGREED:
THE TITAN CORPORATION
By:
Name:
Title:
Address:	3033 Science Park Road San Diego, California 92121
Facsimile:	(619) 552-9759