NINTH AMENDMENT TO CREDIT AGREEMENT AND NOTE

	THIS NINTH AMENDMENT TO CREDIT AGREEMENT AND NOTE ("Ninth Amendment"), made 
and entered into as of the 25th day of November 1996, by and between DATRON 
SYSTEMS INCORPORATED, a Delaware corporation ("Company"), and UNION BANK OF 
CALIFORNIA, N.A., a national banking association ("Bank"),

           		   W I T N E S S E T H:

	WHEREAS, on May 11, 1994, the Company and the Bank entered into a certain 
Credit Agreement and Note (as amended by those certain First, Second, Third, 
Fourth, Fifth , Sixth, Seventh and Eighth Amendments to Credit Agreement and
Note, dated as of October 26, 1994, December 29, 1994, February 28, 1995, 
March 31, 1995, August 17, 1995, January 3, 1996, January 31, 1996 and 
May 24, 1996, respectively, the "Credit Agreement") pursuant to which the 
Bank agreed to extend to the Company and the Company agreed to accept from 
the Bank certain credit facilities more particularly described therein; and

	WHEREAS, the Company and the Bank desire to amend the Credit Agreement 
(i) to extend the Facilities Termination Date through and including 
June 30, 1998, and (ii) to modify certain of the covenants with which the 
Company is to comply;

	NOW, THEREFORE, for and in consideration of the premises hereof, and other 
good and valuable consideration the receipt and adequacy of which are 
hereby acknowledged, the parties hereto hereby agree as follows:

	1.      All capitalized terms used in this Ninth Amendment shall, unless 
otherwise defined herein or unless the context otherwise requires, have the 
meanings given thereto in the Credit Agreement.

	2.      Section 1.01 of the Credit Agreement is amended by deleting 
therefrom the date "December 31, 1997" where it appears on the fourth line 
of said section and by substituting in lieu thereof the date "June 30, 1998".

	3.      Subsection 4.02(i) of the Credit Agreement is amended to read as 
follows:

		(i)     Tangible Net Worth.  The Company will not, as at the end of any 
fiscal quarter of the Company, permit its consolidated Tangible Net Worth 
to be less than the sum of (i) Twenty-four Million Two Hundred Fifty 
Thousand Dollars ($24,250,000.00), (ii) seventy-five percent (75%) of the 
cumulative consolidated net after tax profits of the Company for all fiscal 
quarters of the Company ending after March 31, 1996 and on or prior to the 
date of computation (without reduction, however, for consolidated net after 
tax losses sustained by the Company for any of such fiscal quarters) and 
(iii) the aggregate amount of all infusions of equity 
made on or after April 1, 1996.

	4.      Subsection 4.02(k) of the Credit Agreement is amended to read as 
follows:

(k)     Profitability.  The Company will not (i) permit its consolidated net 
after tax profits to be less than (A) Seven Hundred Thousand Dollars 
($700,000.00) for the year-to-date fiscal period of the Company ending 
December 31, 1996, and (B) One Million Five Hundred Thousand Dollars 
($1,500,000.00) for the fiscal year of the Company ending March 31, 1997 or 
for any subsequent fiscal year of the Company, and (ii) suffer or incur a 
consolidated net after tax loss for any two (2) consecutive fiscal quarters 
of the Company.

 5.      This Ninth Amendment shall become effective on the date on which 
the Bank shall have received the following:

(a)     This Ninth Amendment, duly executed by the Company; and

(b)     Two (2) written consents to entry by the Company into this Ninth 
Amendment, each in form and substance satisfactory to the Bank and its 
counsel, one (1) duly executed by each of D/T and DWC.

6.      Except as expressly provided herein, the Credit Agreement is 
unchanged and remains in full force and effect.
	
7.      This Ninth Amendment shall be governed by and construed in 
accordance with the laws of the State of California.

8.      This Ninth Amendment may be executed in any number of identical 
counterparts, any set of which signed by both parties hereto shall be deemed
to constitute a complete, executed original for all purposes.

	IN WITNESS WHEREOF, the Bank and the Company have caused this Ninth 
Amendment to be executed as of the day and year first above written.


UNION BANK OF CALIFORNIA,       DATRON SYSTEMS INCORPORATED
N.A.

By:     RICHARD A. PETRIE       By:    WILLIAM L. STEPHAN
Title: Vice President           Title: Vice President and CFO

By:     JACK LENHOF             By:      DAVID A. DERBY
Title: Vice President           Title: President and CEO