EXHIBIT 10.69

GUARANTY OF DATRON SYSTEMS INCORPORATED OF THE
INDEBTEDNESS OF DATRON WORLD COMMUNICATIONS INC. AND
DATRON/TRANSCO INC. TO COMERICA BANK-CALIFORNIA DATED
MARCH 24, 1999

                           Guaranty

As of March 24, 1999, the undersigned, for value
received, unconditionally and absolutely guarantees to
Comerica Bank - California ("Bank"), a California
banking corporation, payment when due, whether by stated
maturity, demand, acceleration or otherwise, of all
existing and future indebtedness ("Indebtedness") to the
Bank of Datron World Communications Inc., a California
corporation ("DWC"), and Datron/Transco Inc., a
California corporation ("DT", and together with DWC,
"Borrower").  Indebtedness includes without limit any
and all obligations or liabilities of the Borrower to
the Bank, whether absolute or contingent, direct or
indirect, voluntary or involuntary, liquidated or
unliquidated, joint or several, known or unknown; any
and all indebtedness, obligations or liabilities for
which Borrower would otherwise be liable to the Bank
were it not for the invalidity, irregularity or
unenforceability of them by reason of any bankruptcy,
insolvency or other law or order of any kind, or for any
other reason; all amendments, modifications, renewals
and/or extensions of the above; and all costs of
collecting Indebtedness, including, without limit,
attorney fees.  Any reference in this Guaranty to
attorney fees shall be deemed a reference to reasonable
fees, charges, costs and expenses of both in-house and
outside counsel and paralegals, whether or not a suit or
action is instituted, and to court costs if a suit or
action is instituted, and whether attorney fees or court
costs are incurred at the trial court level, on appeal,
in a bankruptcy, administrative or probate proceeding or
otherwise.  All costs shall be payable by the
undersigned when incurred by the Bank, without demand,
and if not paid within ten (10) business days of when
first due, shall bear interest at the default rate of
interest applicable to the Indebtedness under Borrower's
agreements with Bank until paid in full, but not in
excess of the maximum rate permitted by law.

1.   LIMITATION: The total obligation of the undersigned
   under this Guaranty shall include, IN ADDITION TO the
   principal guaranteed, all interest on the principal
   amount, and all costs incurred by the Bank in collection
   efforts against the Borrower and/or the undersigned or
   otherwise incurred by the Bank in any way relating to
   the Indebtedness, or this Guaranty, including without
   limit attorney fees.  The undersigned agrees that (a)
   this limitation shall not be a limitation on the amount
   of Borrower's Indebtedness to the Bank; (b) any payments
   by the undersigned shall not reduce the maximum
   liability of the undersigned under this Guaranty unless
   written notice to that effect is actually received by
   the Bank at, or prior to, the time of the payment; and
   (c) the liability of the undersigned to the Bank shall
   at all times be deemed to be the aggregate liability of
   the undersigned under this Guaranty and any other
   guaranties previously or subsequently given to the Bank
   by the undersigned and not expressly revoked, modified
   or invalidated in writing.

2.   NATURE OF GUARANTY:  This is a continuing Guaranty
   of payment and not of collection, and remains effective
   whether the Indebtedness is from time to time reduced
   and later increased or entirely extinguished and later
   reincurred.  The undersigned delivers this Guaranty
   based solely on the undersigned's independent
   investigation of (or decision not to investigate) the
   financial condition of Borrower and is not relying on
   any information furnished by the Bank.  The undersigned
   assumes full responsibility for obtaining any further
   information concerning the Borrower's financial
   condition, the status of the Indebtedness or any other
   matter which the undersigned may deem necessary or
   appropriate now or later.  The undersigned knowingly
   accepts the full range of risk encompassed in this
   Guaranty, which risk includes, without limit, the
   possibility that Borrower may incur Indebtedness to the
   Bank after the financial condition of the Borrower, or
   the Borrower's ability to pay debts as they mature, has
   deteriorated.

3.   APPLICATION OF PAYMENTS:  The undersigned
   authorizes the Bank, either before or after termination
   of this Guaranty, without notice to or demand on the
   undersigned and without affecting the undersigned's
   liability under this Guaranty, from time to time to: (a
   apply any security and direct the order or manner of
   sale; and (b) apply payments received by the Bank from
   the Borrower to any indebtedness of the Borrower to the
   Bank, in such order as the Bank shall determine in its
   sole discretion, whether or not this indebtedness is
   covered by this Guaranty, and the undersigned waives any
   provision of law regarding application of payments which
   specifies otherwise.  The undersigned agrees to provide
   to the Bank copies of the undersigned's financial
   statements upon request.

4.   SETOFF:  The undersigned acknowledges the Bank's
   right of setoff as to any and all deposits and other
   amounts from time to time in the possession of, or owing
   to the undersigned by, the Bank.  The undersigned
   further assigns to the Bank as collateral for the
   obligations of the undersigned under this Guaranty all
   claims of any nature that the undersigned now or later
   has (have) against the Borrower (other than any claim
   under a deed of trust or mortgage covering California
   real property) with full right on the part of the Bank,
   in its own name or in the name of the undersigned, to
   collect and enforce these claims.  The undersigned
   agrees that no security now or later held by the Bank
   for the payment of any Indebtedness, whether from the
   Borrower, any guarantor, or otherwise, and whether in
   the nature of a security interest, pledge, lien,
   assignment, setoff, suretyship, guaranty, indemnity,
   insurance or otherwise, shall affect in any manner the
   unconditional obligation of the undersigned under this
   Guaranty, and the Bank, in its sole discretion, without
   notice to the undersigned, may release, exchange,
   enforce and otherwise deal with any security without
   affecting in any manner the unconditional obligation of
   the undersigned under this Guaranty.  The undersigned
   acknowledges and agrees that the Bank has no obligation
   to acquire or perfect any lien on or security interest
   in any asset(s), whether realty or personalty, to secure
   payment of the Indebtedness, and the undersigned is not
   relying upon any asset(s) in which the Bank has or may
   have a lien or security interest for payment of the
   Indebtedness.

5.   OTHER GUARANTORS:  If any Indebtedness is
   guaranteed by two or more guarantors, the obligation of
   the undersigned shall be several and also joint, each
   with all and also each with any one or more of the
   others, and may be enforced at the option of the Bank
   against each severally, any two or more jointly, or some
   severally and some jointly.  The Bank, in its sole
   discretion, may release any one or more of the
   guarantors for any consideration which it deems
   adequate, and may fail or elect not to prove a claim
   against the estate of any bankrupt, insolvent,
   incompetent or deceased guarantor; and after that,
   without notice to any guarantor, the Bank may extend or
   renew any or all Indebtedness and may permit the
   Borrower to incur additional Indebtedness, without
   affecting in any manner the unconditional obligation of
   the remaining guarantor(s).  The undersigned
   acknowledges that the effectiveness of this Guaranty is
   not conditioned on any or all of the indebtedness being
   guaranteed by anyone else.

6.   TERMINATION:  The undersigned may not terminate its
   obligation under this Guaranty as to future Indebtedness
   (except as provided below) by (and only by) delivering
   written notice of termination to an officer of the Bank
   and receiving from an officer of the Bank written
   acknowledgment of delivery; provided, however, the
   termination shall not be effective until the opening of
   business on the fifth (5th) day ("effective date")
   following written acknowledgment of delivery.  Any
   termination shall not affect in any way the
   unconditional obligations of the remaining guarantor(s),
   if any, whether or not the termination is known to the
   remaining guarantor(s).  Any termination shall not
   affect in any way the unconditional obligations of the
   terminating guarantor(s) as to any Indebtedness existing
   at the effective date of termination or any Indebtedness
   created after that pursuant to any commitment or
   agreement of the Bank or pursuant to any Borrower loan
   with the Bank existing at the effective date of
   termination (whether advances or readvances by the Bank
   after the effective date of termination are optional or
   obligatory), or any modifications, extensions or
   renewals of any of this Indebtedness, whether in whole
   or in part, and as to all of this Indebtedness and
   modifications, extensions or renewals of it, this
   Guaranty shall continue effective until the same shall
   have been fully paid.  The Bank has no duty to give
   notice of termination by any guarantor(s) to any
   remaining guarantor(s).  The undersigned shall indemnify
   the Bank against all claims, damages, costs and
   expenses, including, without limit, attorney fees,
   incurred by the Bank in connection with any suit, claim
   or action against the Bank arising out of any
   modification or termination of a Borrower loan or any
   refusal by the Bank to extend additional credit in
   connection with the termination of this Guaranty.

7.   REINSTATEMENT:  Notwithstanding any prior
   revocation, termination, surrender or discharge of this
   Guaranty (or of any lien, pledge or security interest
   securing this Guaranty) in whole or in part, the
   effectiveness of this Guaranty, and of all liens,
   pledges and security interests securing this Guaranty,
   shall automatically continue or be reinstated in the
   event that any payment received or credit given by the
   Bank in respect of the Indebtedness is returned,
   disgorged or rescinded under any applicable state or
   federal law, including, without limitation, laws
   pertaining to bankruptcy or insolvency, in which case
   this Guaranty, and all liens, pledges and security
   interests securing this Guaranty, shall be enforceable
   against the undersigned as if the returned, disgorged or
   rescinded payment or credit had not been received or
   given by the Bank, and whether or not the Bank relied
   upon this payment or credit or changed its position as a
   consequence of it.  In the event of continuation or
   reinstatement of this Guaranty and the liens, pledges
   and security interests securing it, the undersigned
   agrees upon demand by the Bank, to execute and deliver
   to the Bank those documents which the Bank determines
   are appropriate to further evidence (in the public
   records or otherwise) this continuation or
   reinstatement, although the failure of the undersigned
   to do so shall not affect in any way the reinstatement
   or continuation.  If the undersigned does not execute
   and deliver to the Bank upon demand such documents, the
   Bank and each Bank officer is irrevocably appointed
   (which appointment is coupled with an interest) the true
   and lawful attorney of the undersigned (with full power
   of substitution) to execute and deliver such documents
   in the name and on behalf of the undersigned.

8.   WAIVERS:  The undersigned waives any right to
   require the Bank to: (a) proceed against any person or
   property; (b) give notice of the terms, time and place
   of any public or private sale of personal property
   security held from the Borrower or any other person, or
   otherwise comply with the provisions of  Section 9-504
   of  the California Uniform Commercial Code or other
   applicable Uniform Commercial Code; or (c) pursue any
   other remedy in the Bank's power.  The undersigned
   waives notice of acceptance of this Guaranty and
   presentment, demand, protest, notice of protest,
   dishonor, notice of dishonor, notice of default, notice
   of intent to accelerate or demand payment of any
   Indebtedness, any and all other notices to which the
   undersigned might otherwise be entitled, and diligence
   in collecting any Indebtedness, and agrees that the Bank
   may, once or any number of times, modify the terms of
   any Indebtedness, compromise, extend, increase,
   accelerate, renew or forbear to enforce payment of any
   or all Indebtedness, or permit the Borrower to incur
   additional Indebtedness, all without notice to the
   undersigned and without affecting in any manner the
   unconditional obligation of the undersigned under this
   Guaranty.

   The undersigned unconditionally and irrevocably
   waives each and every defense and setoff of any
   nature which, under principles of guaranty or
   otherwise, would operate to impair or diminish in
   any way the obligation of the undersigned under this
   Guaranty, and acknowledges that each such waiver is
   by this reference incorporated into each security
   agreement, collateral assignment, pledge and/or
   other document from the undersigned now or later
   securing this Guaranty and/or the Indebtedness, and
   acknowledges that as of the date of this Guaranty no
   such defense or setoff exists.

   The undersigned understands that, absent this
   waiver, Bank's election of remedies, including but
   not limited to its decision to proceed to
   nonjudicial foreclosure on any real property
   securing the Indebtedness, could preclude Bank from
   obtaining a deficiency judgment against Borrower and
   the undersigned pursuant to California Code of Civil
   Procedures Sections 580a, 580b, 580d or 726 and
   could also destroy any subrogation rights which the
   undersigned has against Borrower. The undersigned
   further understands that, absent this waiver,
   California law, including without limitation,
   California Code of Civil Procedure Sections 580a,
   580b, 580d or 726, could afford the undersigned one
   or more affirmative defenses to any action
   maintained by Bank against the undersigned on this
   Guaranty.

   Although, the intent of the undersigned and the Bank
   is that California law shall apply, the undersigned
   waives any and all rights and provisions of
   California Code of Civil Procedure Sections 580a,
   580b, 580d and 726, including, but not limited to
   any provision thereof that: (i) may limit the time
   period for Bank to commence a lawsuit against
   Borrower or the undersigned to collection any
   Indebtedness owing by Borrower or the undersigned to
   Bank; (ii) may entitle Borrower or the undersigned
   to a judicial or nonjudicial determination of any
   deficiency owed by Borrower or the undersigned to
   Bank, or to otherwise limit Bank's right to collect
   a deficiency based on the fair market value of such
   real property security; (iii) may limit Bank's right
   to collect a deficiency judgment after a sale of any
   real property securing the indebtedness; (iv) may
   require Bank to take only one action to collect the
   indebtedness or that may otherwise limit the
   remedies available to Bank to collect the
   Indebtedness.

   Although, the intent of the undersigned and the Bank
   is that California law shall apply, the undersigned
   waives all rights and defenses arising out of an
   election of remedies by Bank even though that
   election of remedies, such as a nonjudicial
   foreclosure with respect to security for a guarantee
   obligation, has destroyed the undersigned's rights
   of subrogation and reimbursement against Borrower by
   the operation of Section 580d of the Code of Civil
   Procedure or otherwise.

9.   WAIVER OF SUBROGATION:  The undersigned postpones
   any and all rights (whether by subrogation, indemnity,
   reimbursement, or otherwise) to recover from the
   Borrower any amounts paid by the undersigned pursuant to
   this Guaranty until such time that all Indebtedness has
   been finally and irrevocably paid to Bank.

10.   SALE/ASSIGNMENT:  The undersigned acknowledges that
   the Bank has the right to sell, assign, transfer,
   negotiate, or grant participations in all or any part of
   the Indebtedness and any related obligations, including,
   without limit, this Guaranty, without notice to the
   undersigned and that the Bank may disclose any documents
   and information which the Bank now has or later acquires
   relating to the undersigned or to the Borrower in
   connection with such sale, assignment, transfer,
   negotiation, or grant.  The undersigned agrees that the
   Bank may provide information relating to this Guaranty
   or relating to the undersigned to the Bank's parent,
   affiliates, subsidiaries and service providers.

11.   WITHHOLDING TAXES:  All payments to be made by the
   undersigned under this Guaranty shall be made without
   setoff or counterclaim and without deduction for or on
   account of any present or future withholding or other
   taxes of any nature imposed by any governmental
   authority or of any political subdivision thereof or any
   federation or organization of which such governmental
   authority may at the time of payment be a member, unless
   the undersigned is compelled by law to make payment
   subject to such tax.  In such event, the undersigned
   shall:  (a)  pay to the Bank for the account of the Bank
   such additional amounts as may be necessary to ensure
   that the Bank receives a net amount equal to the full
   amount which would have been receivable under this
   Guaranty had payment not been made subject to such tax;
   and (b) send to the Bank such certificates or certified
   copies of receipts as the Bank shall reasonably require
   as proof of the payment by the undersigned of any such
   taxes payable by the undersigned.  As used herein, the
   terms "tax", "taxes" and "taxation" include all existing
   taxes, levies, imposts, duties, charges, fees,
   deductions and withholdings and any restrictions or
   conditions resulting in a charge, together with interest
   thereon and fines and penalties with respect thereto,
   which may be imposed by reason of any violation or
   default with respect to the law regarding such tax,
   assessed as a result of or in connection with the
   Indebtedness or the obligation of the undersigned
   hereunder, or the payment or delivery of funds into or
   out of any jurisdiction other than the United States
   (whether assessed against Borrower, the undersigned or
   the Bank).

12.   GENERAL:  This Guaranty constitutes the entire
   agreement of the undersigned and the Bank with respect
   to the subject matter of this Guaranty.  No waiver,
   consent, modification or change of the terms of the
   Guaranty shall bind any of the undersigned or the Bank
   unless in writing and signed by the waiving party or an
   authorized officer of the waiving party, and then this
   waiver, consent, modification or change shall be
   effective only in the specific instance and for the
   specific purpose given.  This Guaranty shall inure to
   the benefit of the Bank and its successors and assigns
   and shall be binding on the undersigned and the
   undersigned's heirs, legal representatives, successors
   and assigns including, without limit, any debtor in
   possession or trustee in bankruptcy for any of the
   undersigned.  The undersigned has knowingly and
   voluntarily entered into this Guaranty in good faith for
   the purpose of inducing the Bank to extend credit or
   make other financial accommodations to the Borrower.  If
   any provision of this Guaranty is unenforceable in whole
   or in part for any reason, the remaining provisions
   shall continue to be effective.

13.   GOVERNING LAW AND JURISDICTION:   THIS GUARANTY
   SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
   THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, UNITED
   STATES OF AMERICA, WITHOUT REGARD TO CONFLICT OF LAWS
   PRINCIPLES; The undersigned hereby irrevocably agrees
   that any legal action, suit, or proceeding against it
   with respect to its obligations, liabilities or any
   other matter under or arising out of or in connection
   with this Guaranty, the Indebtedness or the transactions
   or documents contemplated hereby or for recognition or
   enforcement of any judgment rendered in any such action,
   suit or proceeding may be brought in the United States
   Courts or in the courts of the State of California, or
   in any other court having jurisdiction over the subject
   matter, as the Bank in its sole discretion may elect,
   and, by its execution and delivery of this Guaranty, the
   undersigned hereby irrevocably accepts and submits to
   the non-exclusive jurisdiction of each of the aforesaid
   courts generally and unconditionally with respect to any
   such action, suit or proceeding for itself and in
   respect of its property.  The undersigned further agrees
   that final judgment against it in any action, suit, or
   proceeding referred to herein shall be conclusive and
   may be enforced in any other jurisdiction, within or
   outside the United States of America, by suit on the
   judgment, a certified or exemplified copy of which shall
   be conclusive evidence of the fact and of the amount of
   its indebtedness.  The undersigned further irrevocably
   consents and agrees to the service of any and all legal
   process, summons, notices, and documents out of any of
   the aforesaid courts in any action, suit or proceeding
   by mailing copies thereof by registered or certified
   mail, postage prepaid, to the undersigned at its address
   set forth in this Guaranty or to any other address of
   which the undersigned shall have given prior written
   notice to Bank.  The undersigned agrees that service
   upon the undersigned as provided for herein shall
   constitute valid and effective personal service upon the
   undersigned.  Nothing herein shall, or shall be
   construed so as to, limit the right of the Bank, or any
   of its successors or assigns, to bring actions, suits or
   proceedings with respect to the obligations and
   liabilities of the undersigned under, or any other
   matter arising out of or in connection with, this
   Guaranty, the Indebtedness or the transactions or
   documents contemplated hereby, or for recognition or
   enforcement of any judgment rendered in any proceeding,
   in the courts of whatever jurisdiction in which the
   Indebtedness or the obligations or liabilities of the
   undersigned hereunder may arise or are created or in
   which the assets of the undersigned may be found or as
   otherwise shall seem appropriate to the Bank, or any of
   its successors or assigns, or to affect the right to
   service of process in any jurisdiction in any other
   manner permitted by law; (c) In addition, the
   undersigned hereby irrevocably and unconditionally
   waives any objection which it may now or hereafter have
   to the laying of venue of any of the aforesaid actions,
   suits or proceedings arising out of or in connection
   with this Guaranty, the Indebtedness or the transactions
   contemplated hereby brought in any federal or state
   court situate in the State of California, and hereby
   further irrevocably and unconditionally waives and
   agrees not to plead any claim that any such action, suit
   or proceeding brought in any such court has been brought
   in an inconvenient forum.

14.   REPRESENTATIONS AND WARRANTIES:
   The undersigned hereby represents and warrants to
   Bank:

   a.   Undersigned is a corporation duly organized and
      existing in good standing under the laws of  Delaware,
      is duly qualified and authorized to do business in each
      jurisdiction where the character of its assets or the
      nature of its activities makes such qualification
      necessary and failure to so qualify could have a
      Material Adverse Effect; execution, delivery and
      performance of this Guaranty, and any other documents
      and instruments required under this Guaranty, are within
      its corporate powers, have been duly authorized, are not
      in contravention of law or the terms of its
      organizational documents, and do not require the consent
      or approval of any governmental body, agency or
      authority that has not been obtained; and this Guaranty,
      and any other documents and instruments required under
      this Guaranty, when issued and delivered under this
      Guaranty, will be valid and binding upon the undersigned
      in accordance with their terms.

   b.   The execution, delivery and performance of this
      Guaranty, and any other documents and instruments
      required under this Guaranty, are not in contravention
      of the unwaived terms of any indenture, agreement or
      undertaking to which the undersigned is party or by
      which it is bound.

   c.   No litigation or other proceeding before any court
      or administrative agency is pending, or to the knowledge
      of the officers of the undersigned is threatened against
      it, the outcome of which if determined adversely would
      have a material adverse effect on the properties, assets
      or financial condition of the undersigned ("Material
      Adverse Effect").

   d.   The audited balance sheet and operating statement
      of the undersigned dated March 31, 1998 and the
      unaudited balance sheet and operating statement of the
      undersigned dated December 31, 1998, previously
      furnished Bank, are complete and correct and fairly
      present the financial condition of the undersigned and
      the results of its operations; since said dates there
      has been no change in the financial condition of the
      undersigned that has resulted, or could result, in a
      Material Adverse Effect; to the knowledge of the
      undersigned's officers, the undersigned has no
      contingent obligations (including any liability for
      taxes) not disclosed by or reserved against in said
      balance sheets, and at the present time there are no
      material unrealized or anticipated losses from any
      present commitment.

   e.   The undersigned has reviewed its operations and
      those of its subsidiaries and major commercial
      counterparts with a view to assessing whether it or its
      subsidiaries' respective businesses will, in the
      receipt, transmission, processing, manipulation,
      storage, retrieval, retransmission or other utilization
      of data, be vulnerable to a year 2000 issue.  Based on
      such review, the undersigned has no reason to believe
      that any Material Adverse Effect will occur with respect
      to its or its subsidiaries businesses or operations
      resulting from a year 2000 issue.

15.   COVENANTS:

   The undersigned covenants and agrees that it will,
   and cause its subsidiaries to, so long as Bank is
   committed to make any advances to either Borrower
   and thereafter so long as any Indebtedness remains
   outstanding:

      a.   Furnish Bank:

      (i)  within ninety (90) days after and as of the end of
      the undersigned's fiscal years, financial statements of
      the undersigned on a consolidated and consolidating
      basis containing the balance sheet of the undersigned as
      of the close of each such fiscal year, statements of
      income and retained earnings and a statement of cash
      flows for each such fiscal year, and such other comments
      and financial details as are usually included in similar
      reports.  Such reports shall be prepared in accordance
      with GAAP by independent certified public accountants of
      recognized standing selected by the undersigned and
      acceptable to Bank and shall contain unqualified
      opinions as to the fairness of the statements therein
      contained;

     (ii) within thirty (30) days after the end of each
      month, financial statements on a consolidated and
      consolidating basis containing the balance sheet of the
      undersigned as of the end of each such period and
      statements of income of the undersigned for the portion
      of the fiscal year up to the end of such period.  These
      statements shall be prepared on the same accounting
      basis as the statements required in paragraph (i) above
      and shall be in such detail as the Bank may reasonably
      require, and the accuracy of the statements shall be
      certified by the chief executive or financial officer of
      the undersigned;

     (iii)  promptly, upon becoming available, a copy of
     all financial statements, reports, notices, proxy
     statements and other communications sent by the
     undersigned or any of its subsidiaries to their
     stockholders, and all regular and periodic reports filed
     by the undersigned or any of its subsidiaries with any
     securities exchange, the Securities and Exchange
     Commission, and any state securities bureau or
     commission;

     (iv) as soon as available and in any event within thirty
     (30) days after the end of each fiscal quarter of the
     undersigned, and ninety (90) days after the fiscal year
     end, a report in such detail as Bank may specify
     demonstrating the undersigned's compliance with Sections
     15 (g), (h), (i) and (j) hereof, certified by an
     authorized officer of the undersigned,; and

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

  b.   Pay and discharge, all taxes and other governmental
charges, and all contractual obligations calling for the
payment of money, before the same shall become overdue,
unless and to the extent only that such payment is being
contested in good faith.

     c.   Maintain insurance coverage on its physical assets
and against other business risks in such amounts and of
such types as-are customarily carried by companies
similar in size and nature, and in the event of
acquisition of additional property, real or personal, or
of incurrence of additional risks of any nature,
increase such insurance coverage in such manner and to
such extent as prudent business judgment and present
practice would dictate.

     d.   Permit Bank, through its authorized attorneys,
accountants, and representatives, to examine the books,
accounts, records, ledgers and assets of every kind and
description of the undersigned at all reasonable times
upon oral or written request of Bank and, in connection
therewith, reimburse Bank for all costs and expenses
incurred by Bank in connection with audits of the assets
and records of the undersigned.

     e.   Promptly, not later than three (3) business days
after becoming aware thereof, notify Bank of any
condition or event which constitutes or with the running
of time and/or the giving of notice would constitute a
default in the undersigned's performance of any
obligation hereunder.

     f.   Maintain in good standing all licenses required by
the jurisdiction of the incorporation, or any agency
thereof, or any other governmental authority that may be
necessary or required for the undersigned  to carry on
its general business objects and purposes.

     g.   Maintain a Current Ratio, on an consolidated basis,
not less than 1.0 to 1.0, tested quarterly.

         "Current Assets" shall mean, for any Person, such
     Person's current assets determined in accordance with
     GAAP.

          "Current Liabilities" shall mean, as of
     any applicable date of determination, all
     liabilities of a person that would be classified as
     current in accordance with GAAP, and shall also
     include, notwithstanding any provisions of  GAAP to
     the contrary, the face amount of any letters of
     credit outstanding and any funded advances under
     the Co-Borrower Facility (as defined in the Credit
     Agreement) and the DT Facility (as defined in the
     Credit Agreement).

          "Current Ratio" shall mean, as of any
     applicable date of determination, the ratio of
     Current Assets to Current Liabilities.

          "Credit Agreement" shall mean that Credit
     Agreement of even date herewith among DT, DWC and
     Bank.

     h.   Maintain, on a consolidated basis, a Debt Ratio
 less than 1.5 to 1.0, tested quarterly.

    "Debt Ratio" shall mean, as of any applicable date
     of determination, the ratio of Debt to Tangible
     Net Worth.

     "Debt" shall mean, as of any applicable date
     of determination, all items of indebtedness,
     obligation or liability of a person, whether
     matured or unmatured, liquidated or unliquidated,
     direct or indirect, absolute or contingent, joint
     or several, that should be classified as
     liabilities in accordance with GAAP, and shall also
     include, notwithstanding any provisions of  GAAP to
     the contrary, the face amount of any letters of
     credit outstanding.

     "Tangible Net Worth" shall mean, as of the
     date of any determination, the excess of (i) the
     shareholders equity of the undersigned (minus
     amounts included therein in accordance with GAAP as
     intangible assets, including patents, patent
     rights, trademarks, trade names, franchises,
     copyrights, licenses, goodwill, investment in any
     individual corporation, partnership, joint
     ventures, advances to officers or employees in
     excess of Two Hundred Thousand Dollars ($200,000))
     after all appropriate deductions in accordance with
     GAAP, consistently applied (including, without
     limitation, reserves for doubtful receivables,
     obsolescence, depreciation and amortization) over
     (ii) all liabilities of the undersigned.

     "GAAP" shall mean generally accepted
     accounting principles, applied in a manner
     consistent with those used in connection with the
     preparation of the financial reports mentioned in
     Section 15(a) above.

     i.   Maintain, on a consolidated basis, Tangible Net
Worth of not less than $24,750,000 plus fifty percent
(50%) of positive Net Income, accrued on a quarterly
basis.

     "Net Income" shall mean, as of any applicable date
of determination, net income (or loss) of a person
for any period determined in accordance with GAAP
but excluding in any event:

     (i)  any gains or losses on the sale or other
       disposition, not in the ordinary course of business, of
       investments or fixed or capital assets, and any taxes on
       the excluded gains and any tax deductions or credits on
       account on any excluded losses; and

     (ii) net earnings of any person in which the undersigned
       has an ownership interest except for wholly owned
       subsidiaries for which earnings have been consolidated
       per GAAP unless such net earnings shall have actually
       been received by the undersigned in the form of cash
       distributions.

      j.   Not have a negative Net Income for any two
consecutive fiscal quarters.

      k.   Not purchase, acquire or redeem any of its capital
stock or make any material change in its capital
structure or general business objects or purpose, or pay
cash dividends on any class of its capital stock without
the prior written consent of  the Bank.

     l.   Not enter into any merger or consolidation or sell,
lease, transfer, or dispose of all, substantially all,
or any material part of its assets without the prior
written consent of the Bank.

     m.   Not guarantee, endorse, otherwise become or remain
secondarily liable for or upon the obligations of
others, except:

    (a)  by endorsement for deposit in the ordinary course
       of business;

    (b)  its Guaranty of indebtedness of Borrower; and

    (c)  its unsecured guaranty of Three Million Three
       Hundred Thousand Dollar ($3,300,000) loan from Jackson
       National Life Insurance Co to Datron Resources Inc.

     n.   Not purchase, lease or become obligated for the
purchase or lease of any fixed assets, except for
purchases, capital leases and obligations to purchase or
lease fixed assets which, in aggregate, do not exceed
$1,700,000 in any fiscal year.

     o.   Not become or remain obligated for any indebtedness
for borrowed money, or for any indebtedness incurred in
connection with the acquisition of any property, real or
personal, tangible or intangible, except:

    (a)  indebtedness to Bank;

    (b)  current unsecured trade, utility or
     non-extraordinary accounts payable arising in the
     ordinary course of undersigned's business;

    (c)  purchase money indebtedness and capital lease
     obligations for fixed assets incurred in connection with
     purchases of fixed assets (or any refinancings thereof)
     to the extent consistent with the limitations of
     paragraph 15(n) above; and

    (d)  indebtedness relating to the unsecured guaranty of
     a Three Million Three Hundred Thousand Dollar
     ($3,300,000) loan from Jackson National Life Insurance
     Co to Datron Resources Inc.

     p.   Not make payments or distributions to undersigned's
shareholders and/or controlling persons or entities.

     q.   Not purchase or otherwise acquire or become
obligated for the purchase of all or substantially all
of the assets of business interests of any person, firm
or corporation or any shares of stock of any
corporation, trusteeship or association or in any other
manner effectuate or attempt to effectuate an expansion
of present business by acquisition without the written
consent of Bank, except for purchases and acquisitions
permitted under paragraph 15 (n) above.

     r.   Not make or allow to remain outstanding any
investment (whether such investment shall be of the
character of investment in shares of stock, evidences of
indebtedness or other securities or otherwise) in, or
any loans or advances to, any person, firm, corporation
or other entity or association except:

    (a)  Loans and advances to employees, officers and
       directors not to exceed $400,000 in aggregate amount at
       any time outstanding, including a Two Hundred Forty Four
       Thousand Dollars($244,000) Note from David A. Derby
       recorded as a contra equity account; and

    (b)  Loans and investments in customers of undersigned
       and Borrower arising in the ordinary course of business
       as the result of the compromise or settlement of
       accounts payable owing by such customers.

      s.   Not affirmatively pledge or mortgage any of its
assets, whether now owned or hereafter acquired, or
create, suffer or permit to exist any lien, security
interest in, or  creditor encumbrance thereon, without
the written consent of Bank, except:

    (a)  liens and encumbrances in favor of Bank;

    (b)  liens for taxes, assessments or other governmental
       charges incurred in the ordinary course of business and
       not yet past due or being contested in good faith by
       appropriate proceedings and with proper reserves
       therefor maintained in accordance with GAAP;

    (c)  liens not delinquent created by statute in
       connection with worker's compensation, unemployment
       insurance, social security and similar statutory
       obligations;

    (d)  liens of mechanics, materialmen, carriers,
       warehousemen or other like statutory or common law liens
       securing obligations incurred in good faith in the
       ordinary course of business that are not yet due and
       payable or that are being contested in good faith by
       appropriate proceedings and with proper reserves
       therefor maintained in accordance with GAAP;

    (e)  encumbrances consisting of easements, rights of
       way, zoning restrictions or other similar restrictions
       on the use of real property, none of which materially
       impairs the use of such property by Borrower in the
       operation of the business for which it is used and none
       of which is violated in any material respect by any
       existing or proposed structure or land use;

    (f)  liens on real estate, furniture, fixtures and
       equipment (other than the Machinery and Equipment) for
       purchase money financing (including loans and leases)
       used to acquire fixed assets to the extent consistent
       with the limitations of paragraph 15(n) above;

    (g)  liens arising by operation of law in connection
       with judgments being appealed; and

    (h) liens on property acquired by a Borrower or any
       subsidiary to the extent such Liens are in existence
       when such property or subsidiary was acquired and were
       not made in anticipation of such acquisition.

     t.  Not sell, assign, transfer or confer a security
interest in any account, contract, note, trade
acceptance or other receivable, except to Bank.

16.   JURY TRIAL WAIVER:  THE UNDERSIGNED AND BANK
   ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
   CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED.  EACH
   PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY
   TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND
   VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT WAIVES ANY
   RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION
   REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY
   WAY RELATED TO, THIS GUARANTY OR THE INDEBTEDNESS.

17.   HEADINGS:  Headings in this Agreement are included
   for the convenience of reference only and shall not
   constitute a part of this Agreement for any purpose.

IN WITNESS WHEREOF, Guarantor has signed and delivered
this Guaranty the day and year first written above.

WITNESSES:              Datron Systems Incorporated

Signature of:           By: /s/DAVID A. DERBY
                        Its:  Chairman, President and CEO

Signature of:           GUARANTOR'S ADDRESS:
                        304 Enterprise Street
                        Escondido, California 92029