RECITALS

TAX ALLOCATION AGREEMENT

DATED AS OF AUGUST 4, 2000

TAX ALLOCATION AGREEMENT

THIS TAX ALLOCATION AGREEMENT (the "AGREEMENT") is entered into as of
August 4, 2000 (the "EFFECTIVE DATE") between THE TITAN CORPORATION, a Delaware
corporation ("TITAN"), its Affiliates, and SUREBEAM CORPORATION, a Delaware
corporation ("SUREBEAM").

RECITALS

WHEREAS, Titan is the common parent of an affiliated group of
corporations which includes SureBeam and its subsidiaries (the "TITAN
CONSOLIDATED GROUP");

WHEREAS, the Titan Consolidated Group currently files a consolidated
federal income tax return and desires to continue to file a consolidated federal
income tax return and consolidated or combined income tax returns where allowed
by law; and

WHEREAS, the Titan Consolidated Group desires to preserve certain
economic rights and privileges that would accrue to each party hereto from the
filing of separate federal and state income tax returns and, further, the
parties desire to set forth their agreement regarding those rights and
privileges in writing.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, Titan, its Affiliates, and SureBeam hereby agree as follows:

1. DEFINITIONS.

1.1 AFFILIATE OR AFFILIATES. "AFFILIATE" or "AFFILIATES" shall mean any
other corporation, whether presently existing or hereafter acquired, which is a
member of the Titan Consolidated Group within the meaning of Section 1504(a) of
the Internal Revenue Code. The term "AFFILIATE" or "AFFILIATES" shall not
include SureBeam or any of its subsidiaries, whether presently existing or
hereafter acquired.

1.2 CARRYFORWARDS. The term "CARRYFORWARDS" shall mean any net
operating loss, capital loss, tax credit or similar item carried forward from
prior consolidated return tax years.

1.3 CODE OR INTERNAL REVENUE CODE. "INTERNAL REVENUE CODE" or "CODE"
shall mean the Internal Revenue Code of 1986, as amended.

1.4 DEFICIT COMPANY. The term "DEFICIT COMPANY" shall mean any of the
corporations within the Titan Consolidated Group that has an ordinary loss,
capital loss, special deduction or tax credit arising in a consolidated return
tax year, or in a prior separate return year, that is utilized to a greater
extent in the then current consolidated federal income tax return than would
have been the case if such corporation had filed a separate federal income tax
return for the year.

1.5 EFFECTIVE DATE. "EFFECTIVE DATE" is as defined immediately prior to
the Recitals at the beginning of this Agreement.

1.6 FINAL DETERMINATION. "FINAL DETERMINATION" shall mean the later to
occur of: (i) a decision of the United States Tax Court, or a judgment, decree,
or other order by another court of competent jurisdiction, which has become
final and unappealable; (ii) a closing agreement under Section 7121 of the Code;
or (iii) any other final disposition by reason of an agreement between the
affected party or parties and the appropriate tax authority, the expiration of
the applicable statute of limitations, or otherwise.

1.7 INTEREST RATE. "INTEREST RATE" shall mean the interest rate charged
by the Internal Revenue Service or other tax authority on underpayments of
federal or other tax.

1.8 REGULATION. "REGULATION" unless otherwise indicated shall mean tax
code regulations promulgated under the Code.

1.9 TAX OR TAXES. "TAX" or "TAXES" shall mean all federal or state net
income and alternative or add on minimum taxes together with any interest,
penalties, additions to tax or additional amounts imposed thereon or imposed
with respect to any such interest, penalties, additions to tax or other
additional amounts.

1.10 TAX AUTHORITIES. "TAX AUTHORITIES" shall mean the Internal Revenue
Service and the tax authorities in each jurisdiction where SureBeam would be
required to pay Taxes if it were a separate company and were not a member of the
Titan Consolidated Group.

1.11 TAX BENEFIT ITEM. The term "TAX BENEFIT ITEM" shall mean any net
operating loss, capital loss, tax credit, carryforward or similar item generated
in a consolidated return tax year, or in a prior separate return tax year, that
is utilized in the current consolidated income tax return.

1.12 TAX YEAR. "TAX YEAR" shall mean any twelve month period ending on
December 31 or any portion of such period for which a return for Taxes is
required to be filed.

1.13 TITAN CONSOLIDATED GROUP. The term "TITAN CONSOLIDATED GROUP"
shall mean the group of corporations, including SureBeam and its subsidiaries,
whether currently existing or hereafter acquired, of which Titan is common
parent and with which Titan files a consolidated federal income tax return.

2. TAX RETURNS.

2.1 FEDERAL TAX RETURNS. Titan as the common parent shall prepare and
file, or cause to be prepared and filed, federal income tax returns on a
consolidated basis for the Titan Consolidated Group for all tax years in which
this Agreement is in effect.

2.2 STATE TAX RETURNS. Titan as the common parent shall prepare and
file, or cause to be prepared and filed, state income tax returns on a combined,
consolidated, unitary, or other method that Titan believes will result in a
lower overall tax liability to the parties.

2.3 ELECTIONS. Titan shall make all elections under the consolidated
return regulations or required to be made for the Titan Consolidated Group and
shall approve all elections made with respect to each member of the Titan
Consolidated Group.

2.4 TAX ALLOCATIONS. SureBeam shall pay directly to the applicable Tax
Authorities all amounts sufficient to pay for their respective allocable share
of federal and state tax income liabilities as calculated in accordance with the
provisions of Sections 3 and 4 of this Agreement, including without limitation
amounts satisfying quarterly estimated tax liabilities, as well as annual
liabilities.

3. CALCULATION OF INDIVIDUAL CORPORATE INCOME TAX LIABILITY.

3.1 CALCULATION OF SEPARATE TAX LIABILITY. Except as otherwise provided
herein, beginning with the tax year ended December 31, 2000, and for each
subsequent tax year in which this Agreement is in effect, SureBeam shall
calculate its federal corporate income tax liability as if it were to file a
separate federal income tax return for such period. Any liability for
alternative minimum tax shall be treated as part of SureBeam's separate tax
liability.

3.2 METHOD OF CALCULATION. In so computing the separate federal income
tax liability of SureBeam:

(a) Except as otherwise provided herein, "separate company
taxable income" shall be determined as if Titan and each member of the Titan
Consolidated Group were filing a separate tax return. Furthermore, the term
shall not have the same meaning as set forth in Regulation Section 1.1502-12;

(b) Any dividends received by Titan from Titan Consolidated
Group members, or by one member from another, will be assumed to qualify for the
100% dividend received deduction of Code Section 243, or shall be eliminated
from such calculation in accordance with Regulation Section 1.1502-14(a)(1);

(d) Limitation on the calculation of a deduction, the
utilization of credits, or the calculation of the liability shall be made on a
consolidated basis as determined by Titan.

Accordingly, the limitations provided in Code Sections 170(b)(2), 172(b)(2),
38(c), and 53(a) and similar limitations shall be applied on the consolidated
basis;

(e) The amounts in each taxable income bracket in Code Section
11(b) shall be allocated in any given year to members of the Titan Consolidated
Group as Titan shall elect. Such election shall be made on an annual basis and
shall be binding upon all parties to this Agreement;

(f) The amount of any excess tax credits utilized by the Titan
Consolidated Group on a consolidated basis shall be allocated in any given year
to the members of the Titan Consolidated Group as determined by Titan. (Excess
tax credits are the total tax credits utilized on a consolidated basis that
would not have been utilized on a separate company basis.); and

(g) In calculating any carryback or carryover of net operating
losses, adjustments shall be made to such prior or subsequent tax year's
separate company tax liability as determined under Code Section 172(b)(2). For
purposes of this calculation the election under Code Section 172(b)(3) (relating
to the waiver of carrybacks) shall be made on a separate company basis.

3.3 SEPARATE COMPANY TAXABLE INCOME. For purposes of Section 3.2(a)
above, separate company taxable income of each member of the Titan Consolidated
Group shall take into account only those items of income, deduction, gain, loss
and Carryforwards recorded on the books and records of such member.

4. LIABILITY FOR TAX PAYMENTS.

4.1 FEDERAL TAX LIABILITIES. Titan shall file the federal corporate
income tax returns of the Titan Consolidated Group for any tax year in which the
Titan Consolidated Group files consolidated federal and state income tax
returns.

4.2 PAYMENTS TO DEFICIT COMPANY. If in any tax year a member of the
Titan Consolidated Group incurs a Tax Benefit Item, Titan shall pay to the
member (the "DEFICIT COMPANY") a sum equal to the amount of benefit realized by
Titan that is attributable to the Tax Benefit Item; payments due from Titan
under this Section shall be made upon the earlier of (1) the tax year in which
the Deficit Company would have obtained a tax benefit from the Tax Benefit Item
if it had in all tax years filed a separate federal income tax return or (2) the
year in which any applicable carryforward period with respect to the Tax Benefit
Item expires.

4.3 INABILITY OF TITAN CONSOLIDATED GROUP TO USE TAX BENEFIT ITEM. In
the event that the Titan Consolidated Group is unable to utilize the Tax Benefit
Item to reduce its current tax liability, the Deficit Company shall first offset
this loss against its prior two tax years' taxable income. If the loss is
greater than the prior two tax years' taxable income, then the excess will be
carried forward against future tax years' taxable income. The tax repayment from
Titan to the Deficit Company under this paragraph will be calculated on the
amount of the loss carried back to prior years, and no further tax will be
payable by the Deficit Company until the losses carried forward are fully
utilized against future tax years' income.

4.4 STATE TAX LIABILITIES. If SureBeam is found liable for payment of
any state corporate tax with respect to income earned by SureBeam, SureBeam
shall pay to the applicable Tax Authorities the amount of its respective state
corporate tax liability but only if SureBeam would be required to file a return
in the state on a separate return basis.

5. TIME AND METHOD OF PAYMENT.

Except as otherwise provided herein, the obligations of each member of the Titan
Consolidated Group for federal income tax payments will be determined and paid
as follows:

5.1 ESTIMATED QUARTERLY PAYMENTS. Not later than the 15th day of the
fourth, sixth, ninth and twelfth months of each consolidated tax year of Titan,
Titan will make a reasonable determination (consistent with the provisions of
Section 6655 of the Code) of the separate federal income tax liability that each
member of the Titan Consolidated Group would be required to pay as estimated
payments on a separate return basis for that period. SureBeam shall pay to the
applicable Tax Authorities the applicable estimated quarterly Tax consistent
with such determination and any interest and penalties associated with a late
payment of any such taxes.

5.2 YEAR-END PAYMENTS. After the end of Titan's fourth accounting
quarter and before the 15th day of the third month thereafter, each member of
the Titan Consolidated Group will promptly pay to the applicable Tax Authorities
the entire amounts estimated to be due and payable under such member's federal
income tax return as if filed on a separate return basis, less all amounts
previously paid to such authorities with respect to that tax year pursuant to
Section 5.1 of this Section 5.

5.3 OVERPAYMENTS. If upon the filing of the consolidated income tax
return, a revised calculation is made in the manner set forth in Section 5.1 of
this Section 5, and it is determined that any member has paid to the Tax
Authorities with respect to the consolidated taxable year an amount greater than
that required by Section 5.1, then that excess shall be paid promptly by Titan
to that member.

6. ADJUSTMENTS AND FINANCIAL REPORTING.

6.1 ADJUSTMENTS OF TAX LIABILITY. In the event of any adjustment of the
tax liability shown on the federal or state income tax returns of the Titan
Consolidated Group, by reason of the filing of an amended return or claim for
refund, or relating to the Final Determination of a tax controversy involving a
taxing authority, the liability of Titan and any member of the Titan
Consolidated Group hereunder shall be redetermined after fully giving effect to
such adjustment as if such adjustment had been made as part of the original
computation. Titan and members of the Titan Consolidated Group shall be
severally liable for the total amount of any and all penalties and/or interest
assessed to Titan by reason of the filing of the consolidated return based on
the pro rata share of each members' positive separate return tax liability of
the total tax liability of the Titan Consolidated Group.

6.2 EARNINGS AND PROFITS ADJUSTMENTS. This agreement is not intended to
establish the method by which the earnings and profits of each member of the
Titan Consolidated Group

will be determined. Titan reserves the right to elect the method for allocating
tax liability for the purposes of determining earnings and profits as set forth
in Regulation Sections 1.1552-1(a) and 1.1502-33(d).

7. NEW MEMBERS.

7.1 ADDITION OF MEMBER. If, at any time, any other corporation becomes
a member of the Titan Consolidated Group, the parties hereto agree that such
member may become a party to this Agreement by executing a duplicate copy of
this Agreement. Unless otherwise specified, such named member shall have all the
rights and obligations of a subsidiary under this Agreement.

7.2 FISCAL YEARS. Titan, as the common parent, shall cause any
corporation that hereinafter becomes a member of the Titan Consolidated Group to
maintain concurrent fiscal tax years.

8. DETERMINATION OF SUMS DUE FROM AND PAYABLE TO MEMBERS.

8.1 DETERMINATION. Titan will determine the sums due from and payable
to each member of the Titan Consolidated Group under the provisions of this
Agreement. Each member of the Titan Consolidated Group shall provide Titan with
such information as may reasonably be necessary to make these determinations.
Issues arising in the course of its determinations that are not expressly
provided for in this Agreement shall be resolved in a manner provided for in
Section 8.2 of this Section 8.

8.2 ARBITRATION OF CONTESTED ISSUES. In the event that either Titan or
another member of the Titan Consolidated Group disputes the calculation of any
obligation under this Agreement or the treatment for tax purposes of any item of
income, loss, deduction, credit or other tax attribute and cannot agree upon the
proper calculation or treatment, then such item of disagreement shall be
referred promptly to Xxxxxx Xxxxxxxx LLP or, in the event such firm is
unacceptable to either party, to some other public accounting firm reasonably
acceptable to both the disputing member and Titan. In the event the parties are
unable to select an accounting firm to act as arbitrator, the American
Arbitration Association shall select a national public accounting firm to act as
arbitrator pursuant to this Agreement. The arbitration shall proceed in
accordance with the Rules of the American Arbitration Association in effect on
the date the demand for arbitration is served except to the extent such rules
relate to the selection of arbitrators. The foregoing agreement to arbitrate
shall be specifically enforceable under applicable arbitration law. During the
arbitration each party shall bear its own attorneys' fees and pay one half of
any fees due the arbitrator except that as part of a final award the arbitrator
may award reasonable fees and costs. The award rendered by the arbitrator shall
be final, and judgment may be entered upon it in accordance with the applicable
law in any court having jurisdiction thereof. The parties may agree to defer
unresolved claims, disputes and other issues to arbitration at a later time to
be mutually agreed upon.

9. DEPARTING MEMBERS.

9.1 DEFINITION. The term "DEPARTING MEMBERS", as used herein, shall
mean a member of the Titan Consolidated Group that is no longer permitted under
the Code to be included in Titan's consolidated federal income tax return.

9.2 TAX ALLOCATIONS. In applying this Agreement to a Departing Member
for the final taxable year in which its income, deductions, and tax credits are
required to be included in the consolidated federal income tax return: (i) the
amount required to be paid by a Departing Member under the provisions of Section
3 hereof and (ii) the amount that the Departing Member is entitled to receive
under the provisions of Section 5 hereof, will be determined by taking into
account the income, deductions and tax credits of the Departing Member only for
the fractional part of such tax year as the Departing Member was a member of the
Titan Consolidated Group and included in the consolidated federal income tax
return.

9.3 EXCHANGE OF INFORMATION. After the filing of the consolidated
federal income tax return for the last tax year that the Departing Member was
included therein, Titan shall inform the Departing Member regarding the amount
of consolidated carryovers as of the end of the tax year or period which are
attributable to the Departing Member, as provided by Treasury Regulations
Section 1.1502-79 or otherwise, including the agreement of the parties.

10. TAX CONTROVERSIES.

10.1 RESPONSIBILITY. If a consolidated federal income tax return for
any taxable year during which this Agreement is in effect is examined by the
Internal Revenue Service, the examination, as well as any other matters relating
to that tax return, including any tax litigation, will be handled solely by
Titan. Members of the Titan Consolidated Group shall cooperate with Titan and to
this end will execute protests, petitions, and any other documents as Titan
determines to be necessary or appropriate.

10.2 ALLOCATION OF LIABILITY AND EXPENSE. The cost and expense of
Titan's handling of a tax controversy, including legal and accounting fees, will
be allocated to and paid by the member to whom the tax controversy relates. If
the tax controversy relates to more than one member in the Titan Consolidated
Group, the cost and expense will be allocated between the Companies in the
proportion that each Company's potential additional tax liability bears to the
total potential additional tax liability of the Titan Consolidated Group
(assuming that the final determination of the tax controversy is in favor of the
Internal Revenue Service) for the tax year on issue. If the tax controversy
encompasses more than one tax year, Titan will first allocate the cost and
expense to each tax year in the proportion that the potential additional tax
liability for each tax year bears to the total potential additional tax
liability for the tax years in issue.

11. DURATION.

11.1 AGREEMENT IN EFFECT. Unless earlier terminated by mutual agreement
of the parties, this Agreement shall remain in effect for federal income tax
purposes with respect to any tax year for which consolidated federal income tax
returns are filed by the Titan Consolidated

Group and for state income tax purposes with respect to any tax year for which
combined, consolidated or unitary income tax returns are filed by the Titan
Consolidated Group.

11.2 TERMINATION OF AGREEMENT. Notwithstanding the termination of this
Agreement, its provisions will remain in effect with respect to any period of
time during the tax year in which termination occurs, for which the income of
the terminating party must be included in the consolidated return. The preceding
sentence shall not be construed however, to require a party to contribute to
consolidated tax liability for any period for which it files a separate return.
Allocations of consolidated tax liability shall be made hereunder only for
periods covered by a consolidated federal income tax return.

12. MISCELLANEOUS.

12.1 PARENT DESIGNATE. At its election, Titan can designate a member of
the Titan Consolidated Group to act on behalf of Titan in performing the duties
identified in this Agreement.

12.2 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of California as such laws are
applied to agreements between California residents entered into and performed
entirely in California.

12.3 ENTIRE AGREEMENT; AMENDMENT. This Agreement, including any and all
attachments or exhibits hereto, constitutes the entire, final and exclusive
understanding and agreement between the parties with respect to the subject
matter hereof. This Agreement may be amended, waived, discharged or terminated
only by written agreement of the parties.

12.4 SEVERABILITY In case any provision of this Agreement shall be
invalid, illegal or unenforceable, the parties intend that (a) in lieu of such
provision there be added as part of this Agreement a provision as similar in
terms to such invalid, illegal or unenforceable provision as may be possible and
be valid, legal and enforceable and (b) the validity, legality and
enforceability of the remaining provisions, or any subsequent applications
thereof, shall not in any way be affected or impaired thereby.

12.5 BINDING EFFECT, ASSIGNMENT, ETC. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their permitted
assigns and successors in interest. No party may assign any right, or delegate
any obligation hereunder without the express prior written consent of Titan.

12.6 DELAYS OR OMISSIONS. It is agreed that no delay or omission to
exercise any right, power or remedy accruing to any party, upon any breach,
default or noncompliance by another party under this Agreement shall impair any
such right, power or remedy, nor shall it be construed to be a waiver of any
breach, default or noncompliance, or any acquiescence therein, or of or in any
similar breach, default or noncompliance thereafter occurring. All remedies,
either under this Agreement, by law, or otherwise afforded to any party, shall
be cumulative and not alternative.

12.7 CAPTIONS. Titles or captions of Sections and paragraphs contained
in this Agreement are inserted only as a matter of convenience and for
reference, and in no way define, limit, extend, or describe the scope of this
Agreement or the intent of any provision hereto.

12.8 NUMBER AND GENDER. Whenever required by the context, the singular
number shall include the plural, the plural number shall include the singular,
and the gender of any pronoun shall include all genders.

12.9 NOTICES. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified; (b)
when sent by confirmed telex or facsimile if sent during normal business hours
of the recipient, if not, then on the next business day; or (c) upon deposit
with the United States Post Office, by registered or certified mail, postage
prepaid and addressed to the party to be notified parties; or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt at the address indicated for
such party on the signature page hereof, or at such other address as such party
may designate by ten (10) days' advance written notice to the other.

12.10 COOPERATION. Each party hereby covenants and agrees that it shall
execute and deliver all materials including, but not limited to, returns,
supporting schedules, workpapers, correspondence and other documents relating to
the consolidated return to any party to this Agreement during regular business
hours.

12.11 COUNTERPARTS. This Agreement may be executed in multiple copies,
each of which shall for all purposes constitute an Agreement, binding on the
parties, and each partner hereby covenants and agrees to execute all duplicates
or replacement counterparts of this Agreement as may be required.

12.12 COMPUTATION OF TIME. Whenever the last day for the exercise of
any privilege or the discharge of any duty hereunder shall fall on a Saturday,
Sunday or any public or legal holiday, whether local or national, the person
having such privilege or duty shall have until 5:00 p.m. Pacific Standard Time
on the next business day to exercise such privilege, or to discharge such duty.

12.13 COSTS AND EXPENSES. Unless otherwise provided in this Agreement,
each party shall bear all fees and expenses incurred in performing its
obligations under this Agreement.

12.14 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

12.15 INDEMNIFICATION. Titan shall indemnify and hold harmless the
other parties against any and all Taxes for which Titan is liable pursuant to
the terms of this Agreement and any interest and penalties and reasonable
attorney's fees and expenses arising out of or incident to the failure of Titan
to pay its share of Taxes under this Agreement or otherwise carry out its
obligations in accordance with this Agreement.

[THIS SPACE INTENTIONALLY LEFT BLANK]

10.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.

THE TITAN CORPORATION
a Delaware corporation

By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------

Print Name: Xxxxxx X. Xxxxxxxx
------------------------------

Title: Vice President-Corporate Controller
------------------------------------

ADDRESS:
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxx, XX 00000-0000
Attn: President
Fax: (000) 000-0000

SURE BEAM CORPORATION
a Delaware corporation

By: /s/ Xxxx XxXxxxx
--------------------------------------

Print Name: Xxxx XxXxxxx
------------------------------

Title: EVP CFO
-----------------------------------

ADDRESS:
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxx, XX 00000-0000
Attn: President
Fax: (000) 000-0000

[SIGNATURE PAGE TO TAX ALLOCATION AGREEMENT]

TABLE OF CONTENTS

PAGE

1. DEFINITIONS.........................................................................1

1.1 Affiliate or Affiliates....................................................1

1.2 Carryforwards..............................................................1

1.3 Code or Internal Revenue Code..............................................1

1.4 Deficit Company............................................................1

1.5 Effective Date.............................................................2

1.6 Final Determination........................................................2

1.7 Interest Rate..............................................................2

1.8 Regulation.................................................................2

1.9 Tax or Taxes...............................................................2

1.10 Tax Authorities............................................................2

1.11 Tax Benefit Item...........................................................2

1.12 Tax Year...................................................................2

1.13 Titan Consolidated Group...................................................2

2. TAX RETURNS.........................................................................3

2.1 Federal Tax Returns........................................................3

2.2 State Tax Returns..........................................................3

2.3 Elections..................................................................3

2.4 Tax Allocations............................................................3

3. CALCULATION OF INDIVIDUAL CORPORATE INCOME TAX LIABILITY............................3

3.1 Calculation of Separate Tax Liability......................................3

3.2 Method of Calculation......................................................3

3.3 Separate Company Taxable Income............................................4

4. LIABILITY FOR TAX PAYMENTS..........................................................4

4.1 Federal Tax Liabilities....................................................4

4.2 Payments to Deficit Company................................................4

4.3 Inability of Titan Consolidated Group to Use Tax Benefit Item..............4

4.4 State Tax Liabilities......................................................5

5. TIME AND METHOD OF PAYMENT..........................................................5

TABLE OF CONTENTS
(CONTINUED)
PAGE

5.1 Estimated Quarterly Payments...............................................5

5.2 Year-End Payments..........................................................5

5.3 Overpayments...............................................................5

6. ADJUSTMENTS AND FINANCIAL REPORTING.................................................6

6.1 Adjustments of Tax Liability...............................................6

6.2 Earnings and Profits Adjustments...........................................6

7. NEW MEMBERS.........................................................................6

7.1 Addition of Member.........................................................6

7.2 Fiscal Years...............................................................6

8. DETERMINATION OF SUMS DUE FROM AND PAYABLE TO MEMBERS...............................6

8.1 Determination..............................................................6

8.2 Arbitration of Contested Issues............................................6

9. DEPARTING MEMBERS...................................................................7

9.1 Definition.................................................................7

9.2 Tax Allocations............................................................7

9.3 Exchange of Information....................................................7

10. TAX CONTROVERSIES...................................................................7

10.1 Responsibility.............................................................7

10.2 Allocation of Liability and Expense........................................8

11. DURATION............................................................................8

11.1 Agreement in Effect........................................................8

11.2 Termination of Agreement...................................................8

12. MISCELLANEOUS.......................................................................8

12.1 Parent Designate...........................................................8

12.2 Governing Law..............................................................8

12.3 Entire Agreement; Amendment................................................8

12.4 Severability...............................................................8

12.5 Binding Effect, Assignment, Etc............................................9

12.6 Delays or Omissions........................................................9

ii.

TABLE OF CONTENTS
(CONTINUED)
PAGE

12.7 Captions...................................................................9

12.8 Number and Gender..........................................................9

12.9 Notices....................................................................9

12.10 Cooperation................................................................9

12.11 Counterparts...............................................................9

12.12 Computation of Time.......................................................10

12.13 Costs and Expenses........................................................10

12.14 Counterparts..............................................................10

12.15 Indemnification...........................................................10

iii.

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RECITALS

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