FIRST AMENDMENT TO
	    	DATRON WORLD COMMUNICATIONS INC.
		          DATRON/TRANSCO INC.
			            CREDIT AGREEMENT
			                 WITH
			             COMERICA BANK

     This  First  Amendment to Credit Agreement is  dated  as  of
April 12, 2000 by and between DATRON WORLD COMMUNICATIONS INC.,
and DATRON/TRANSCO INC. (collectively "Company"), and COMERICA
BANK-CALIFORNIA ("Bank").

     WHEREAS,  Company  and Bank entered into  a  certain  Credit
Agreement dated as of March 24, 1999 (the "Agreement"),  pursuant
to  which  Company incurred certain indebtedness and  obligations
and  granted the Bank certain security for such indebtedness  and
obligations; and

     WHEREAS, Company and Bank desire to amend certain provisions
of the Agreement on the terms and conditions hereof;

     NOW, THEREFORE, it is agreed:

1.   DEFINITIONS

     1     Capitalized terms used herein and not defined  to  the
contrary have the meanings given them in the Agreement.

2.   AMENDMENTS TO AGREEMENT

     2.1   The definition of "Co-Borrower Facility Maximum" is amended
and restated as follows:

	       " `Co-Borrower Facility Maximum' shall mean, as of any
     date, Eleven Million Dollars ($11,000,000)."

     2.2     Reference to Five Million Dollars ($5,000,000) in  the
definition  of  "DT  Facility  Maximum"  and  the  definition  of
"Letter(s)  of  Credit" is amended and restated  as  Two  Million
Dollars ($2,000,000).

     2.3    The definition of "Maturity Date" is amended and restated as
follows:

	       " `Maturity Date' shall mean:

		 (a)    with   respect  to  the  Co-Borrower
			Facility, April 1, 2002; and

		 (b)   with respect to the DT Facility, April
		       1, 2001."

     2.4    Reference to "DT Reserve" wheresoever it may appear in the
Agreement is hereby deleted.

     2.5    Section 7.1 is amended and restated as follows:

	       "7.1 Furnish Bank:

	       a)   Within thirty days and as of the end of each month, monthly
     agings of DWC's accounts receivable and accounts payable, each in form
     acceptable to Bank; and

	       b)   promptly, and in form to be satisfactory to Bank, such other
information as Bank may reasonably request from time to time."

     2.6    Section 8.1 is amended and restated as follows:

	       "8.1  Furnish Bank

	  a)   Within thirty days and as of the end of each month, monthly
     agings of DT's accounts receivable and accounts payable, each in form
     acceptable to Bank, together with Borrowing Base Reports in such
     detail as Bank may specify demonstrating that the Advances under
     the DT Facility do not exceed the DT Facility Maximum

	  b)   As soon as available and in any event within sixty (60) days
     after the end of each fiscal quarter of DT "percent completion
     report" including backlog by project; and

	  c)   promptly, and in form to be satisfactory to Bank, such other
     information as Bank may reasonably request from time to time."

3.   REPRESENTATIONS

	  Company hereby represents and warrants that:

     3.1    Execution, delivery and performance of this Amendment and
any other documents and instruments required under this Amendment
or  the  Agreement are within Company's powers,  have  been  duly
authorized,  are  not in contravention of law  or  the  terms  of
Company's Articles of Incorporation or Bylaws, and do not require
the  consent  or  approval of any governmental body,  agency,  or
authority.

     3.2    This Amendment, and the Agreement as amended by this
Amendment, and any other documents and instruments required under
this Amendment or the Agreement, when issued and delivered under
this Amendment or the Agreement, will be valid and binding in
accordance with their terms.

     3.3    The continuing representations and warranties of the Company
set forth in Sections 5.1, 5.2, 5.4, 5.5, 5.6, 5.8 through 5.12,
6.1, 6.2, 6.4, 6.5, 6.6, and 6.8 through 6.13 of the Agreement
are true and correct on and as of the date hereof with the same
force and effect as made on and as of the date hereof; the
representations set forth in Sections 5.7 and 6.7 are amended to
reference the unaudited balance sheet and operating statements of
Company most recently furnished to the Bank; the representations
set forth in Sections 5.3 and 6.3 are amended to account for the
KVH patent infringement suit disclosed to Bank by Company.

     3.4   To the knowledge of Company, Datron Systems Incorporated is
in compliance with the covenants set forth in the Guaranty dated
March 24, 1999 from Datron Systems Incorporated in favor of Bank.

     3.5    No Event of Default, or condition or event which, with the
giving of notice or the running of time, or both, would
constitute an Event of Default under the Agreement, has occurred
and is continuing as of the date hereof.

4.   MISCELLANEOUS

     4.1    This Amendment may be executed in as many counterparts as
Bank  and the Company deem convenient, and shall become effective
upon:  (a) delivery to Bank of all executed counterparts  hereof;
and  (b) delivery to Bank, in form and substance satisfactory  to
Bank  of  each  of the documents and instruments  listed  on  the
Checklist attached as Exhibit "A" hereto.

     4.2    Company and Bank acknowledge and agree that except as
specifically amended hereby, all of the terms and conditions of
the Agreement and the loan documents related thereto (the "Loan
Documents") remain in full force and effect in accordance with
their original terms; Company and Bank further acknowledge that
Company's address is presently 3030 Enterprise Court, Vista,
California 92083, and the Agreement and documents executed in
connection therewith are amended to reflect such address.

     4.3    Company shall pay all of Bank's reasonable legal costs and
expenses (including attorneys' fees and expenses not to exceed
$1,500) incurred in the negotiation, preparation and closing
hereof, including, without limitation, costs of all lien searches
and financing statement filings.

     4.4    Company shall pay to Bank an extension fee of $12,500, and a
documentation fee of $350, together with an Eximbank facility fee
in the amount of $5,000, and an Eximbank loan application fee of
$100.

     4.5    Nothing set forth in this Amendment shall constitute, or be
interpreted or construed to constitute, a waiver of any right or
remedy of Bank, or of any default or Event of Default whether now
existing or hereafter arising and whether now known or hereafter
discovered by or disclosed to Bank.

     4.6    Bank expressly reserves the right to exercise any or all
rights and remedies provided under the Loan Documents and
applicable law except as modified herein.  Bank's failure to
immediately exercise such rights and remedies shall not be
construed as a waiver or modification of those rights or an offer
of forbearance.

     WITNESS  the  due execution hereof as of the  day  and  year
first above written.

DATRON WORLD COMMUNICATIONS        COMERICA BANK-CALIFORNIA
  INC.

By: /s/ William L. Stephan         By: /s/ Richmond C. Boyce
    William L. Stephan                 Richmond C. Boyce

Its: Secretary/Treasurer           Its: Corporate Banking Officer


DATRON/TRANSCO INC.

By: /s/ William L. Stephan
    William L. Stephan

Its: Secretary/Treasurer