Exhibit 10.29


              FIFTH AMENDED AND RESTATED MASTER LINE OF CREDIT NOTE


     THIS  FIFTH  AMENDED  AND  RESTATED   MASTER  LINE  OF  CREDIT  NOTE  (this
"Agreement")  is entered  into as of this 30th day of June,  2000,  by  COMARCO,
INC., a corporation  organized  under the laws of the State of  California  (the
"Borrower") in favor of BANK OF AMERICA,  N.A. (formerly  NATIONSBANK,  N.A.), a
national banking association, its successors and assigns (the "Lender").

                                    RECITALS

     A. The Lender made a secured  revolving  loan (the "Master Line of Credit")
to the  Borrower  in the  original  maximum  principal  amount of Eight  Million
Dollars  ($8,000,000),  which Master Line of Credit was originally  evidenced by
that  certain  Master Line of Credit Note (the  "Original  Master Line of Credit
Note") dated  September  26, 1994 from the Borrower to the Lender in the maximum
principal amount of Eight Million Dollars ($8,000,000),  as amended and restated
in its entirety  pursuant to the provisions of that certain Amended and Restated
Master Line of Credit Note dated  October 31, 1995 from the Borrower in favor of
the Lender in the maximum principal amount of Eight Million Dollars ($8,000,000)
(the "First  Replacement  Master Line of Credit Note"),  as further  amended and
restated in its  entirety  pursuant to the  provisions  of that  certain  Second
Amended and  Restated  Master Line of Credit Note dated August 30, 1996 from the
Borrower in favor of the Lender in the maximum principal amount of Eight Million
Dollars  ($8,000,000)  (the "Second  Replacement  Master Line of Credit  Note"),
which  Second  Replacement  Master Line of Credit  Note was further  amended and
restated  in its  entirety  pursuant to the  provisions  of that  certain  Third
Amended  and  Restated  Master Line of

<PAGE>


Credit Note date August 15, 1997 from the Borrower in favor of the Lender in the
maximum  principal  amount of Eight  Million  Dollars  ($8,000,000)  (the "Third
Replacement  Master Line of Credit Note"),  and which Third Amended and Restated
Master Line of Credit Note was increased and further amended and restated in its
entirety  pursuant to the provisions of that certain Fourth Amended and Restated
Master Line of Credit Note dated  August 21, 1998 from the  Borrower in favor of
the Lender in the maximum principal amount of Ten Million Dollars  ($10,000,000)
(the "Fourth Replacement Master Line of Credit Note").

     B. The Master Line of Credit is governed by the  provisions of that certain
Loan Agreement of even date with the Original  Master Line of Credit Note by and
among the Borrower,  the Guarantors  named therein and the Lender (the "Original
Loan  Agreement").  The Original Loan  Agreement was amended by that certain (i)
First  Amendment to Loan  Agreement  dated  September  26, 1995 by and among the
Borrower,  the Guarantors named therein and the Lender, (ii) Second Amendment to
Loan Agreement dated August 30, 1996, by and among the Borrower,  the Guarantors
named  therein and the Lender,  (iii) Third  Amendment to Loan  Agreement  dated
August 15, 1997 by and among the Borrower,  the Guarantors named therein and the
Lender,  (iv) Fourth  Amendment to Loan  Agreement  dated August 21, 1998 by and
among the Borrower,  the Guarantors named therein and the Lender, and (iv) Fifth
Amendment to Loan  Agreement  dated  October 30, 1998 by and among the Borrower,
the  Guarantors  named therein and the Lender (the  Original  Loan  Agreement as
amended  from  time to time is  hereafter  called  the  "Loan  Agreement").  All
capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings given to such terms in the Loan Agreement.


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<PAGE>


     C. The Borrower has  requested  that the Lender extend the maturity date of
the  Master  Line of Credit  one (1) year and the  Lender  has  agreed to on the
condition, among others, that the Borrower execute and deliver this Agreement.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the Lender and the Borrower covenant and agree as follows:

     1. The Recitals.  The parties hereto  acknowledge  and agree that the above
Recitals are true and correct in all respects and that the same are incorporated
herein and made a part hereof by reference.

     2. The Master Line of Credit Note.  The Fourth  Replacement  Master Line of
Credit Note is hereby amended and restated in its entirety as follows:

                           MASTER LINE OF CREDIT NOTE

     $10,000,000                                                McLean, Virginia

     FOR VALUE RECEIVED,  COMARCO,  INC., a corporation organized under the laws
of the State of California (the "Borrower") promises to pay to the order of BANK
OF AMERICA,  N.A. (formerly  NATIONSBANK,  N.A.) a national banking association,
its  successors  and assigns (the  "Lender"),  the  principal sum of TEN MILLION
DOLLARS  ($10,000,000)  (the "Principal Sum"), or so much thereof as has been or
may be advanced or readvanced  to or for the account of the  Borrower,  together
with interest thereon at the rate or rates hereinafter  provided,  in accordance
with the following:

     1.  Interest.  The  Borrower  may select,  from one of the  following  rate
options,  an  interest  rate  which  will be  applicable  to the  entire  amount
outstanding  under the Loan:  (a) Bank of America  Prime Rate (the  "Prime  Rate
Option"),  (b) Adjusted  LIBOR as determined by Bank of America and adjusted for
reserves,  deposit  insurance  assessments and other regulatory costs, plus 1.5%
(the  "Adjusted  LIBOR  Option),  or (c) Fixed LIBOR,  as  determined by Bank of
America and adjusted  for  reserves,  deposit  insurance  assessments  and other
regulatory  costs,  plus 1.50% (the "Fixed LIBOR Option").  For purposes hereof,
the "Prime Rate" means the  fluctuating  prime rate of interest  established and
declared  by the Lender from time to time.  The Prime Rate does not  necessarily
represent  the lowest rate of interest  charged by the Lender to its  borrowers.
For purposes hereof,  the "Floating LIBOR Rate" shall mean a fluctuating rate of
interest equal to the one month rate of interest (rounded upwards,  if necessary
to the nearest  1/100 of 1%)  appearing on Telerate  Page 3750 (or any successor
page) as the one month London interbank  offered rate for deposits in Dollars at
approximately  11:00 a.m. (London time) on the second preceding  business day as
adjusted  from time to time in  Lender's  sole  discretion  for then  applicable
reserve  requirements,  deposit insurance  assessment rates and other regulatory
costs.


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<PAGE>


If for any reason such rate is not  available,  the term "LIBOR Rate" shall mean
the  fluctuating  rate of  interest  equal  to the one  month  rate of  interest
(rounded upwards,  if necessary to the nearest 1/100 of 1%) appearing on Reuters
Screen LIBO Page as the one month London interbank  offered rate for deposits in
Dollars at  approximately  11:00  a.m.  (London  time) on the  second  preceding
business day, as adjusted from time to time in Lender's sole discretion for then
applicable reserve  requirements,  deposit insurance  assessment rates and other
regulatory  costs;  provided,  however,  if more than one rate is  specified  on
Reuters Screen LIBO page, the  applicable  rate shall be the arithmetic  mean of
all such rates. "Telerate Page 3750" means the British Bankers Association Libor
Rates  (determined as of 11:00 a.m. London time) that are published by Dow Jones
Telerate, Inc.

Interest  based on the Prime Rate  Option is a floating  rate and will change on
and as of the date of a change in the NationsBank Prime Rate.  Interest based on
the  Adjusted  LIBOR Option is a per annum rate (based on a year of 360 days and
actual days  elapsed) for each day equal to the thirty (30) day  adjusted  LIBOR
(expressed  as a percentage)  for  thirty-day  dollar  deposits as quoted by the
Lender for 11:00 a.m.  (London  time) and will change on and as of the date of a
change in the 30 day LIBOR.  Interest  based on the Fixed  LIBOR  Option will be
fixed for periods of 30, 60, 90 or 180 days,  as  selected  by Borrower  (each a
"LIBOR Interest Period").

Election by the  Borrower of a Fixed LIBOR  Option as herein  provided  shall be
made in writing  delivered to the Lender not less than three (3) Banking Days on
which the LIBOR is to be  effective  and the period for which the LIBOR shall be
applicable  and the  expiration  of which  may not be later  than the  "Maturity
Date".  The  Borrower  may not revoke any such  election  without  the  Lender's
written  consent.  Upon the  expiration  of an  applicable  Fixed LIBOR  Funding
Period, unless notice of LIBOR election from the Borrower,  the rate of interest
applicable to any Fixed LIBOR Funding  Segment  (after the  expiration  thereof)
shall  automatically  convert at the end of the  applicable  Fixed LIBOR Funding
Period, to the Adjusted LIBOR.

So long as no event of default or any act, event or condition which, with notice
or the passage of time or both,  would  constitute an event of default under any
Loan Document has occurred and is continuing,  the Borrower shall have the right
to elect that  specified  amounts  advanced  under this Note,  bear interest for
specified  periods  (each being  herein  referred  to as a "LIBOR  Rate  Funding
Period"), at the LIBOR Rate, plus one and one half percent (1.50%).  Election by
the Borrower of a LIBOR Rate interest rate as herein provided shall be made in a
writing  delivered  to the Lender not less than three (3) Banking  Days prior to
the date of on which the  LIBOR  Rate is to begin,  and  shall  specify  (1) the
Banking Day on which the LIBOR Rate is to be effective  and the period for which
the LIBOR Rate shall be  applicable  (which shall be only 30, 60, 90 or 180 days
and the expiration of which may not be later than the "Maturity Date");  and (2)
the  principal  amount of this Note which shall bear  interest  at the  Adjusted
LIBOR Rate (each being herein  referred to as a "LIBOR Rate  Funding  Segment").
The  Borrower  may not revoke any such  election  without the  Lender's  written
consent.  Upon the expiration of an applicable LIBOR Rate Funding Period, unless
notice of LIBOR Rate election from the Borrower, the rate of interest applicable
to  any  LIBOR  Rate  Funding  Segment  (after  the  expiration  thereof)  shall
automatically convert at the end of the applicable LIBOR Rate Funding Period, to
the Prime Rate.

For purposes hereof, the "LIBOR Rate" shall mean the per annum rate of interest,
as determined by the Lender in its sole discretion,  at which deposits in United
States Dollars in an amount approximately equal to the amount for which the rate
is to be fixed and with maturities comparable to the interest period selected by
the  Borrower,  to be the  averages  of rates per annum for 11:00 a.m.  (London,
time),  two (2) Banking  Days prior to the first day of such LIBOR Rate  Funding
Period for delivery on the first such day of such LIBOR Rate Funding Period,  in
amounts comparable to the applicable LIBOR Rate Funding Segment, as adjusted for
Federal  Reserve Board reserve  requirements  and similar  assessments,  if any,
imposed upon the Lender.


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<PAGE>


     All interest  payable  under the terms of this Note shall be  calculated on
the basis of a 360-day year and the actual number of days elapsed.

          2.  Payments and Maturity.  The unpaid  Principal  Sum,  together with
     interest  thereon at the rate or rates provided above,  shall be payable as
     follows:

               (a) Except as otherwise provided in this Note, this Note shall be
          payable in  successive  monthly  installments  of  accrued  and unpaid
          interest only, on the last day of each month commencing July 31, 2000,
          and on the last day of each month thereafter to maturity;

               (b) Unless sooner paid, the unpaid  Principal Sum,  together with
          all accrued and unpaid  interest  thereon  shall be due and payable in
          full on June 30, 2001.

               The fact that the balance  hereunder  may be reduced to zero from
          time to time  pursuant  to the  Loan  Agreement  will not  affect  the
          continuing  validity  of this  Note  or the  Loan  Agreement,  and the
          balance may be increased to the Principal Sum after any such reduction
          to zero.

          3. Default  Interest.  Upon the  occurrence of an Event of Default (as
     hereinafter  defined),   the  unpaid  Principal  Sum  shall  bear  interest
     thereafter at a rate two percent (3%) per annum in excess of the then Prime
     rate or rates of interest hereunder until such Event of Default is cured.

          4. Late Charges.  If the Borrower shall fail to make any payment under
     the terms of this Note within five (5) days after the date such  payment is
     due, the Borrower  shall pay to the Lender on demand a late charge equal to
     five percent (5%) of such payment.

          5. Application and Place of Payments.  All payments hereunder shall be
     applied  first to the payment of any late charges and costs of  collections
     then due  hereunder,  second to the payment of accrued and unpaid  interest
     then due  hereunder,  and the  remainder,  if any,  shall be applied to the
     unpaid  Principal Sum.  Notwithstanding  the foregoing,  accrued and unpaid
     interest on amounts outstanding  hereunder bearing interest on a LIBOR Rate
     basis shall be due and payable on the last day of the applicable LIBOR Rate
     Funding Period (as herein defined) and if such LIBOR Rate Funding Period is
     longer  than ninety (90) days,  on the  ninetieth  (90th) day of each LIBOR
     Rate Funding Period.  All payments on account of this Note shall be paid in
     lawful money of the United States of America in immediately available funds
     on or before 11:00 a.m. (Washington,  D.C. time) at its principal office in
     McLean, Virginia or at such other times and places as the Lender may at any
     time and from time to time designate in writing to the Borrower.

          6. Prepayment. The Borrower may prepay amounts accruing interest based
     on the Prime Rate, in whole or in part,  at any time without  notice to the
     Lender  without  premium or penalty.  No  prepayment  of any other  amounts
     outstanding  hereunder shall be permitted without the prior written consent
     of the Lender.

          7. Loan Agreement and Other Loan  Documents.  This Note is the "Master
     Line of Credit Note"  described in a Loan  Agreement  dated as of September
     26, 1994 by and among the Borrower and Comarco Wireless Technologies, Inc.,
     International  Business Services,  Inc., Decisions and Designs, Inc., LCTI,
     Inc. (the  "Original  Guarantors")  and the Lender,  as amended by (i) that
     certain First  Amendment to Loan Agreement dated September 26, 1995, by and
     among the  Borrower,  the  Original  Guarantors  and the Lender,  (ii) that
     certain Second  Amendment to Loan  Agreement  dated August 30, 1996, by and
     among  the  Borrower,  the  Original  Guarantors,   Manufacturing


                                       5
<PAGE>


     Training  Technology,   Center,  Inc.  ("MTTCI"),  Comarco  Staffing,  Inc.
     (formerly known as CoSource Solutions,  Inc.) ("CSI") and the Lender, (iii)
     that certain Third  Amendment to Loan Agreement dated as of August 15, 1997
     by and among the Borrower,  the Original  Guarantors,  MTTCI,  CSI, Comarco
     Systems,  Inc., Comarco Wireless  International,  Inc. and the Lender, (iv)
     that certain Fourth  Amendment to Loan  Agreement  dated August 21, 1998 by
     and among the  Borrower,  the  Original  Guarantors,  MTTCI,  CSI,  Comarco
     Systems,  Inc.,  Comarco Wireless  International,  Inc. and the Lender, (v)
     that certain Fifth  Amendment to Loan  Agreement  dated October __, 1998 by
     and  among the  Borrower,  the  Guarantors  and the  Lender,  and (vi) that
     certain  Sixth  Amendment to Loan  Agreement  of even date  herewith by and
     among the Borrower,  certain of the  Guarantors and the Lender (as amended,
     modified, restated, substituted,  extended and renewed at any time and from
     time to time, the "Loan  Agreement").  The  indebtedness  evidenced by this
     Note is included within the meaning of the term "Obligations" as defined in
     the Security Agreement.  This Note amends and restates in its entirety that
     certain Fourth Amended and Restated Master Line of Credit Note dated August
     21,  1998  in  the  maximum   principal   amount  of  Ten  Million  Dollars
     ($10,000,000)  from the  Borrower  in favor of the  Lender.  The term "Loan
     Documents"  as used in this Note shall  mean  collectively  this Note,  any
     Acquisition  Term  Note,  the  Loan  Agreement  and any  other  instrument,
     agreement,  or document previously,  simultaneously,  or hereafter executed
     and  delivered by the  Borrower,  the  Guarantors  and/or any other person,
     singularly  or  jointly  with  any  other  person,  evidencing,   securing,
     guaranteeing, or in connection with the Principal Sum, this Note and/or the
     Loan Agreement. All capitalized terms used herein and not otherwise defined
     shall have the meanings given to such terms in the Loan Agreement.

          8.  Events  of  Default.  The  occurrence  of any  one or  more of the
     following  events shall  constitute an event of default  (individually,  an
     "Event of Default" and  collectively,  the "Events of  Default")  under the
     terms of this Note:

               (a) The failure of the Borrower to pay to the Lender  within five
          (5) days of when due any and all  amounts  payable by the  Borrower to
          the Lender under the terms of this Note; or

               (b) The  occurrence  of an event of default (as defined  therein)
          under the terms and  conditions  of any of the other  Loan  Documents,
          including, but not limited to the Loan Agreement.

          9. Remedies. Upon the occurrence of an Event of Default, at the option
     of the Lender,  all amounts payable by the Borrower to the Lender under the
     terms of this Note shall immediately become due and payable by the Borrower
     to the Lender without notice to the Borrower,  or any other person, and the
     Lender shall have all of the rights,  powers,  and remedies available under
     the terms of this Note,  any of the other Loan Documents and all applicable
     laws. The Borrower, the Guarantors and all endorsers, guarantors, and other
     parties who may now or in the future be primarily or secondarily liable for
     the payment of the  indebtedness  evidenced  by this Note hereby  severally
     waive presentment,  protest and demand, notice of protest, notice of demand
     and of dishonor and  non-payment of this Note and expressly agree that this
     Note or any payment  hereunder may be extended from time to time without in
     any way affecting the liability of the  Borrower,  and any  guarantors  and
     endorsers.

          10. Expenses.  The Borrower promises to pay to the Lender on demand by
     the Lender all costs and expenses incurred by the Lender in connection with
     the collection and enforcement of this Note, including, without limitation,
     reasonable attorneys' fees and expenses and all court costs.


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<PAGE>


          11. Notices. Any notice, request, or demand to or upon the Borrower or
     the  Lender  shall be  deemed  to have  been  properly  given or made  when
     delivered in accordance with the Loan Agreement.

          12.  Miscellaneous.  Each  right,  power,  and remedy of the Lender as
     provided  for in this Note or any of the other  Loan  Documents,  or now or
     hereafter   existing  under  any  applicable  law  or  otherwise  shall  be
     cumulative  and  concurrent  and shall be in addition to every other right,
     power,  or  remedy  provided  for in  this  Note or any of the  other  Loan
     Documents or now or hereafter  existing under any  applicable  law, and the
     exercise or  beginning  of the exercise by the Lender of any one or more of
     such rights,  powers,  or remedies shall not preclude the  simultaneous  or
     later  exercise by the Lender of any or all such other rights,  powers,  or
     remedies.  No  failure  or delay by the  Lender to insist  upon the  strict
     performance of any term, condition,  covenant, or agreement of this Note or
     any of the other Loan Documents, or to exercise any right, power, or remedy
     consequent  upon a breach  thereof,  shall  constitute a waiver of any such
     term, condition,  covenant, or agreement or of any such breach, or preclude
     the Lender from exercising any such right, power, or remedy at a later time
     or times.  By accepting  payment  after the due date of any amount  payable
     under the terms of this Note,  the Lender  shall not be deemed to waive the
     right  either to  require  prompt  payment  when due of all  other  amounts
     payable  under the terms of this Note or to declare an Event of Default for
     the  failure to effect  such prompt  payment of any such other  amount.  No
     course of dealing or conduct  shall be effective to amend,  modify,  waive,
     release, or change any provisions of this Note.

          13.  Partial  Invalidity.  In the event any provision of this Note (or
     any part of any provision) is held by a court of competent  jurisdiction to
     be invalid,  illegal,  or  unenforceable  in any respect,  such invalidity,
     illegality,  or  unenforceability  shall not affect any other provision (or
     remaining part of the affected provision) of this Note; but this Note shall
     be construed as if such invalid,  illegal,  or unenforceable  provision (or
     part thereof) had not been  contained in this Note,  but only to the extent
     it is invalid, illegal, or unenforceable.

          14.  Captions.  The captions herein set forth are for convenience only
     and shall not be deemed to define,  limit,  or describe the scope or intent
     of this Note.

          15.  Applicable  Law. The Borrower  acknowledges  and agrees that this
     Note shall be governed by the laws of the  Commonwealth  of Virginia,  even
     though for the  convenience  and at the request of the Borrower,  this Note
     may be executed elsewhere.

          16. Arbitration. Any controversy or claim between or among the parties
     hereto  including  but not  limited to those  arising out of or relating to
     this  Agreement or any of the other Loan  Documents ,  including  any claim
     based on or arising from any alleged  tort,  shall be determined by binding
     arbitration  in  accordance  with the  Federal  Arbitration  Act (or if not
     applicable,  the applicable state law), the rules of practice and procedure
     for the  arbitration  of commercial  disputes of Judicial  Arbitration  and
     Mediation  Services,  Inc.  (J.A.M.S.)  and the  "special  rules" set forth
     below. In the event of any inconsistency,  the special rules shall control.
     Judgment  upon any  arbitration  award may be entered  in any court  having
     jurisdiction.  Any party to this agreement may bring an action, including a
     summary or expedited  proceeding,  to compel arbitration of any controversy
     or claim to which this Agreement  applies in any court having  jurisdiction
     over such action.

               (a) Special Rules. The arbitration shall be conducted in the city
          of the Borrower's  domicile at time of this Agreement's  execution and
          administered by J.A.M.S.  who will appoint an arbitrator;  if J.A.M.S.
          is unable or legally  precluded from  administering  the  arbitration,
          then the American Arbitration  Association will serve. All


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<PAGE>


          arbitration  hearings  will be commenced  within 90 days of the demand
          for arbitration; further, the arbitrator shall only, upon a showing of
          cause, be permitted to extend the  commencement of such hearing for up
          to an additional 60 days.

               (b)  Reservation of Rights.  Nothing in this  Agreement  shall be
          deemed to (i)  limit the  applicability  of any  otherwise  applicable
          statutes of  limitation  or repose and any waivers  contained  in this
          Note or (ii) be a waiver by the Lender of the  protection  afforded to
          it by 12 U.S.C. Section 91 or any substantially  equivalent state law;
          or (iii)  limit  the right of the  Lender  (a) to  exercise  self help
          remedies  such as (but not  limited to)  setoff,  or (b) to  foreclose
          against any real or  personal  property  collateral,  or (c) to obtain
          from a court  provisional  or  ancillary  remedies  such  as (but  not
          limited to) injunctive  relief,  writ of possession or the appointment
          of a receiver. Lender may exercise such self help rights,  foreclosure
          upon such property,  or obtain such provisional or ancillary  remedies
          before,  during or after the  pendency of any  arbitration  proceeding
          brought pursuant to this Agreement.  Neither the exercise of self help
          remedies  nor  the   institution  or  maintenance  of  an  action  for
          foreclosure or provisional  or ancillary  remedies shall  constitute a
          waiver of the right of any party,  including  the claimant in any such
          action,   to  arbitrate  the  merits  of  the   controversy  or  claim
          occasioning resort to such remedies.


     3. Governing Law, Etc. This Agreement shall be governed by and construed in
accordance with the laws of the  Commonwealth of Virginia and shall be deemed to
be an  instrument  under seal  pursuant to said law. The  headings  used in this
Agreement  are for the  convenience  of the  parties  and  shall  not be used to
interpret or construe the provisions hereof.

     4.  Not  A  Novation.  It is  expressly  understood  and  agreed  that  the
indebtedness  evidenced by the Fourth Replacement Master Line of Credit Note has
not been  extinguished or discharged  hereby.  The Borrower and the Lender agree
that the  execution  of this  Agreement  is not  intended and shall not cause or
result in a novation with regard to the Fourth Replacement Master Line of Credit
Note.  WITNESS the  signature  and seal of the  Borrower by its duly  authorized
officer as of the day and year first above written.


WITNESS/ATTEST:                         COMARCO, INC.


_________________________               By:  _____________________________(SEAL)
                                             Name:
                                             Title:

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