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                                                EXHIBIT 10.52

		SEVENTH AMENDMENT TO CREDIT AGREEMENT AND NOTE

	THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT AND NOTE ("Seventh 
Amendment"), made and entered into as of the 31st day of January, 
1996, by and between DATRON SYSTEMS INCORPORATED, a Delaware 
corporation ("Company"), and UNION BANK, a California banking 
corporation ("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 and Sixth Amendments to 
Credit Agreement and Note, dated as of October 26, 1994, December 
29, 1994, February 28, 1995, March 31, 1995, August 17, 1995 and 
January 3, 1996, respectively, the "Credit Agreement") pursuant to 
which the Bank agreed to textend 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 to extend until March 31, 1996 the temporary Two Million 
Dollar ($2,000,000.00) increase in availability under the Revolving 
Loan Facility, and a temporary aggregate Two Million Dollar 
($2,000,000.00) decrease in availability under the Standby Facility 
and the L/C Facility, provided for in the Sixth Amendment; 

	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 Seventh Amendment, 
shall unless otherwise defined herein or unless the context 
otherwise requires have the meanings given thereto in the Credit 
Agreement.

	2.      Subsection 1.01(a) of the Credit Agreement is amended 
to read as follows:

		(a)  The outstanding principal amount of all Revolving 
	Loans shall not exceed in the aggregate (i) at any given
	time during the period commencing on the Seventh Amendment
	Effective Date and ending on March 31, 1996, Ten Million 
	Five Hundred Thirty-five Thousand Dollars ($10,535,000.00),
	or (ii) at any other given time, Eight Million Five Hundred
	Thirty-five Thousand Dollars ($8,535,000.00) (the "Revolving
	Loan Commitment");

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	3.      Subsection 1.01(b) of the Credit Agreement is amended 
to read as follows:

		(b)     Except as otherwise provided in Subsections 
	1.01(c),(d) and (e) hereof, the sum of:

			(i)     the aggregate amount available to be
		drawn under all Standby L/C's;

			(ii)    the aggregate amount of unpaid          
		reimbursement obligations in respect of all drafts
		drawn under Standby L/C's (the sum of the aggregate
		amounts described in Subsection 1.01(b)(i) hereof
		and in this Subsection 1.01(b)(ii) being hereinafter
		referred to as "Standby L/C Utilization");

			(iii)   the aggregate amount available to be    
		drawn under all Commercial L/C's; and

			(iv)    the aggregate amount of unpaid          
		reimbursement obligations in respect of all drafts 
		drawn under Commercial L/C's (the sum of the aggregate 
		amounts described in Subsection 1.0(b)(iii) hereof and
		in this Subsection 1.01(b)(iv) being hereinafter
		referred to as "Commercial L/C Utilization");

	shall not exceed (x) at any given time during the period
	commencing on the Seventh Amendment Effective Date and ending
	on March 31, 1996, Sixteen Million Dollars
	($16,000,000.00), or (y) at any other given time, Eighteen
	Million Dollars ($18,000,000.00);

	4.      Subsection 1.01(c) of the Credit Agreement is amended 
to read as follows:

		(c)     Commercial L/C Utilization shall not exceed
	in the aggregate at any one time the lesser of:

		(i)     Two Million Dollars ($2,000,000.00); or

		(ii)    the difference between:

			(A)     at any given time during the period
			commencing on the Seventh Amendment Effective
			Date and ending on March 31, 1996, Sixteen
			Million Dollars ($16,000,000.00) or, at any
			given time, Eighteen Million Dollars
			($18,000,000.00); and

			(B)     Standby L/C Utilization;

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	5.      Subsection l.01(e) of the Credit Agreement is amended 
to read as follows:

		(e)   Standby L/C Utilization relating to Standby L/C's
	issued in favor of beneficiaries located in countries listed 
	in Column D of Exhibit A hereto (individually a "Column D
	Country" and collectively the "Column D Countries") shall
	not exceed in the aggregate at any one time:

		(i)     in the case of all beneficiaries located in any
		given Column D Country, Five Hundred Thousand Dollars
		($500,000.00); and

		(ii)    in the case of all beneficiaries located in all
		Column D Countries, the lesser of:

			(A)     Two Million Five Hundred Thousand Dollars
			($2,500,000.00); or

			(B)     the difference between:

				(1)     at any given time during the period
				commencing on the Seventh Amendment
				Effective Date and ending on March 31, 
				1996, Sixteen Million Dollars 
				($16,000,000.00) or, at any other
				given time, Eighteen Million Dollars
				($18,000,000.00); and

				(2)     the sum of (I) Standby L/C
				Utilization relating to Standby L/C's
				issued in favor of all beneficiaries 
				located in all countries other than 
				Column D Countries, and (II) Commercial
				L/C Utilization.

	6.      Section 7.01 of the Credit Agreement is amended by 
the addition thereto of the following definitions in proper 
alphabetic order:

	"Seventh Amendment" shall mean that certain Seventh Amendment 
	to Credit Agreement and Note, dated as of January 31, 1996, 
	by and between the Company and the Bank.

	"Seventh Amendment Effective Date" shall mean the date on 
	which the Seventh Amendment becomes effective as provided in 
	Paragraph 7 thereof.

	7.      This Seventh Amendment shall become effective on the 
date on which the Bank receives this Seventh Amendment, duly 
executed by the Company.

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	8.      Except as expressly provided herein, the Credit 
Agreement is unchanged and remains in full force and effect.

	9.      This Seventh Amendment shall be governed by and 
construed in accordance with the laws of the State of California.

	10.     This Seventh 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 
Seventh Amendment to be executed as of the day and year first above 
written.

UNION BANK                              DATRON SYSTEMS INCORPORATED

By: /s/ RICHARD A. PETRIE               By:  /s/ WILLIAM L. STEPHAN
Title:  Vice President                  Title:  Vice President

By:  /s/  M. E. CONBOY                  By:  /s/ DAVID A. DERBY
Title:  Vice President                  Title:  President and CEO