Exhibit C

PERFORMANCE GUARANTEE

The Titan Corporation (“Guarantor”), having offices at 3033 Science Park Road, San Diego, CA 92121, guarantees the performance of Cayenta Canada Inc. (“Cayenta”), a majority owned subsidiary of Guarantor, having offices at #100 – 2955 Virtual Way, Vancouver, B.C. V5M 4X6, under that certain License and Services Agreement (“the Agreement”), dated as of the ________day of ___________, 2004, between City of Portland (“Portland”), having offices at 1120 SW Fifth Avenue, Suite 1250, Portland, Oregon 97204-1912, and Cayenta, and all Exhibits referenced in the Agreement.

Specifically, Guarantor unconditionally guarantees that: (i) all software provided under the Agreement shall meet the functional specifications in accordance with the terms and conditions set forth in the Agreement; (ii) all professional services provided under the Agreement will be of a workmanlike quality standard for the industry and performed in accordance with the terms and conditions set forth in the Agreement, and (iii) all of the other performance obligations of Cayenta under the Agreement shall be performed in accordance with the terms of the Agreement. Guarantor agrees to be subject to the same remedies available to Portland under the Agreement for failure by Cayenta to perform its obligations.

This Guarantee shall cover the entire period of the Agreement from the time it is acquired through Acceptance as defined in the Agreement. For the period from Acceptance through the end of the Warranty Period also as defined in the Agreement, the Guarantee will be in place for the amount of five percent (5%) of the total dollar amount of the Agreement.

This Guarantee shall be interpreted under and governed by the State of Oregon and all actions arising out of or in connection with this Guarantee shall be brought in the state and federal courts located in the County of Multnomah, Oregon.

This Guarantee constitutes the entire understanding of the parties and supersedes all prior understandings and agreements, whether oral or written respecting the subject matter. This Guarantee shall bind the undersigned, its successors and assigns, and the rights and privileges of Portland hereunder shall inure to the benefit of its successors and assigns.

The authorization, execution, issuance and delivery of this Guarantee by Guarantor does not conflict with or contravene any provisions of any law to which Guarantor is subject or any terms, conditions or provisions of any agreement to which Guarantor is a party.

THE TITAN CORPORATION        CITY OF PORTLAND

By:              By:          

Title:              Title:          

Dated:              Dated:      _____