DATRON SYSTEMS INCORPORATED
                                    
                      EMPLOYEE STOCK PURCHASE PLAN
                                    
                     Adopted Effective July 1, 1997
                                    
               Approved by Stockholders ____________, 1997


1.   PURPOSE

      (a)   The purpose of the Employee Stock Purchase Plan (the "Plan")
is to provide a means by which employees of Datron Systems Incorporated,
a  Delaware corporation (the "Company"), and its Affiliates, as  defined
in  subparagraph 1(b), which are designated as provided in  subparagraph
2(b), may be given an opportunity to purchase stock of the Company.

      (b)  The word "Affiliate" as used in the Plan means any parent  or
subsidiary  corporation of the Company, as those terms  are  defined  in
Section  424  of  the  Internal Revenue Code of 1986,  as  amended  (the
"Code").

      (c)   The  Company,  by means of the Plan,  seeks  to  retain  the
services  of  its  employees, to secure and retain the services  of  new
employees,  and to provide incentives for such persons to exert  maximum
efforts for the success of the Company.

      (d)  The Company intends that the rights to purchase stock of  the
Company  granted  under the Plan be considered options issued  under  an
"employee stock purchase plan" as that term is defined in Section 423(b)
of the Code.

2.   ADMINISTRATION.

      (a)  The Plan shall be administered by the Board of Directors (the
"Board") of the Company.  The Board may delegate administration  of  the
Plan to a Committee, as provided in subparagraph 2(c).

      (b)   The  Board shall have the power, subject to, and within  the
limitations of, the express provisions of the Plan:

           (i)     To  determine when and how rights to purchase  Common
Stock  of  the Company  shall be granted (each such grant of rights,  an
"Offering") and the provisions governing each Offering (which  need  not
be identical).

           (ii)   To designate from time to time which Affiliates of the
Company  shall  be  eligible  to  participate  in  the  Plan  (each,   a
"Participating Affiliate").

           (iii)        To  construe and interpret  the  Plan  and  each
Offering,  and to establish, amend and revoke rules and regulations  for
the  administration  of the Plan.  The Board, in the  exercise  of  this
power, may correct any defect, omission or inconsistency in the Plan  or
any  Offering, in a manner and to the extent it shall deem necessary  or
expedient to make the Plan or any Offering fully effective.

          (iv) To amend the Plan as provided in paragraph 11.

           (v)   Generally, to exercise such powers and to perform  such
acts  as  the  Board deems necessary or expedient to  promote  the  best
interests of the Company and its Affiliates and to carry out the  intent
that the Plan be treated as an "employee stock purchase plan" within the
meaning  of  Section 423 of the Code and each Offering be treated  as  a
grant of options pursuant to such Plan.

      (c)   The  Board  may delegate administration of  the  Plan  to  a
committee  of  one  or more members of the Board (the "Committee").   If
administration is delegated to a Committee (which may be a newly  formed
or  pre-existing committee of the Board), the Committee shall  have,  in
connection  with the administration of the Plan, the powers  theretofore
possessed  by  the  Board, subject, however, to  such  resolutions,  not
inconsistent  with the provisions of the Plan, as may  be  adopted  from
time  to  time  by the Board.  The Board may at any time revest  in  the
Board  the  administration of the Plan and may reverse or  override  any
decision of the Committee.

3.   SHARES SUBJECT TO THE PLAN.

          The number of shares of Common Stock that may be sold pursuant
to  rights granted under the Plan shall not exceed two hundred  thousand
(200,000)  (appropriately adjusted for the effect of  any  stock  split,
stock  dividend or the like) of the Company's common stock (the  "Common
Stock").   If  any  right granted under the Plan shall  for  any  reason
terminate  without having been exercised, the Common Stock not purchased
under  such  right shall again become available for issuance  under  the
Plan.

4.   GRANT OF RIGHTS;  OFFERING.

      The  Board or the Committee may from time to time provide  for  an
Offering  on  a date or dates (the "Offering Date(s)") selected  by  the
Board  or  the Committee.  Each Offering shall be of rights to  purchase
Common  Stock,  shall be only to Eligible Employees, as  defined  below,
shall comply with the requirement of Section 423(b)(5) of the Code  that
all employees granted rights to purchase stock under the Plan shall have
the  same  rights  and privileges and shall be in such  form  and  shall
contain  such  terms and conditions as the Board or the Committee  shall
deem  appropriate, provided, that the terms of any such Offerings  shall
be consistent with the Plan (including without limitation the provisions
of  paragraphs  5  through 8 hereof).  Each Offering shall  specify  the
period during which the Offering shall be effective, which period  shall
not  exceed  twenty-seven (27) months beginning with the Offering  Date.
The  terms  and  conditions  of an Offering  shall  be  incorporated  by
reference into the Plan and treated as part of the Plan with respect  to
such Offering.

5.   ELIGIBILITY.

      (a)  Rights may be granted only to employees of the Company or any
Participating  Affiliate.  Except as provided in subparagraph  5(b),  an
employee  of  the Company or any Participating Affiliate  shall  not  be
eligible  to  be granted rights under the Plan unless, on  the  Offering
Date,  such  employee  has been in the employ  of  the  Company  or  any
Affiliate  for such continuous period preceding such grant as the  Board
or  the  Committee may require for such Offering, but in no event  shall
the required period of continuous employment be equal to or greater than
two (2) years.  In addition, unless otherwise determined by the Board or
the Committee, no employee of the Company or any Participating Affiliate
shall  be  eligible to be granted rights under the Plan unless,  on  the
Offering Date, such employee's customary employment with the Company  or
such  Affiliate is for at least twenty (20) hours per week and at  least
five  (5)  months per calendar year.  Employees who meet the eligibility
requirements for a particular Offering shall be "Eligible Employees" for
purposes of such Offering.

      (b)  The Board or the Committee may provide in connection with any
Offering that each person who, during the course of such Offering, first
becomes an Eligible Employee, will, on a date or dates specified in  the
Offering  which occurs on or after the day on which such person  becomes
an  Eligible Employee, receive a right under that Offering, which  right
shall  thereafter be deemed to be a part of that Offering.   Such  right
shall  have  the  same characteristics as any rights originally  granted
under that Offering except that:

          (i)   the date on which such right is granted to such Eligible
Employee  shall be the "Offering Date" of such right for  all  purposes,
including determination of the exercise price of such right;

           (ii)   the period of the Offering with respect to such  right
shall begin on its Offering Date and end coincident with the end of  the
then  current  Offering  (or, if there is then  more  than  one  current
Offering, the end of the most recently commenced Offering); and

          (iii)      the Board or the Committee may provide that if each
such person first becomes an Eligible Employee within a specified period
of  time before the end of the Offering, he or she will not receive  any
right under that Offering.

      (c)   No  employee shall be eligible for the grant of  any  rights
under  the Plan if, immediately after any such rights are granted,  such
employee  owns stock possessing five percent (5%) or more of  the  total
combined voting power or value of all classes of stock of the Company or
of  any Affiliate.  For purposes of this subparagraph 5(c), the rules of
Section  424(d)  of  the  Code  shall apply  in  determining  the  stock
ownership  of  any employee, and stock which such employee may  purchase
under all outstanding rights and options shall be treated as stock owned
by such employee.

      (d)  The number of shares of Common Stock an Eligible Employee may
purchase  on  any  Purchase Date in an Offering shall  not  exceed  such
number  of  shares  as  has a fair market value (determined  as  of  the
Offering Date for such Offering) equal to (x) $25,000 multiplied by  the
number of calendar years in which the right under such Offering has been
outstanding  at any time, minus (y) the fair market value of  any  other
shares of Common Stock (determined as of the relevant Offering Date with
respect to such shares) which, for purposes of the limitation of Section
423(b)(8) of the Code, are attributed to any of such calendar  years  in
which  the  right  is  outstanding.  The amount in  clause  (y)  of  the
previous  sentence  shall be determined in accordance  with  regulations
applicable  under Section 423(b)(8) of the Code based on (i) the  number
of  shares  previously  purchased with respect to  such  calendar  years
pursuant  to  such  Offering or any other Offering under  the  Plan,  or
pursuant  to  any other Company plans intended to qualify  as  "employee
stock purchase plans" under Section 423 of the Code, and (ii) the number
of  shares subject to other rights outstanding on the Offering Date  for
such Offering pursuant to the Plan or any other such Company plan.

      (e)  Officers of the Company and any Participating Affiliate shall
be  eligible  to  participate in Offerings  under  the  Plan,  provided,
however,  that  the Board may provide in connection with any  particular
Offering that employees who are highly compensated employees within  the
meaning  of  Section 423(b)(4)(D) of the Code shall not be  eligible  to
participate in such Offering.

6.   RIGHTS;  PURCHASE PRICE.

      (a)   On each Offering Date, unless a lesser amount is set by  the
Board  or Committee for such Offering pursuant to paragraph 6(c)  below,
and  subject  to  the maximum set forth in paragraph  5(d)  above,  each
Eligible  Employee  for  such Offering shall be  granted  the  right  to
purchase,  for  each 1% of such employee's Earnings designated  by  such
employee pursuant to Section 7 (but not exceeding ten percent (10%), the
number  of shares of Company Common Stock determined by dividing $25,000
by  the  fair  market value of a share of Common Stock on  the  Offering
Date, dividing the result by the maximum number of percentage points  of
Earnings  that  an  employee  may  designate  for  such  Offering,   and
multiplying the result by the number of calendar years included in whole
or  in  part  in  the period from the Offering Date to the  end  of  the
Offering.  The Board or Committee may define "Earnings" for purposes  of
any  Offering, consistently with the requirements of Section 423 of  the
Code.

      (b)   The Board or the Committee shall establish one or more dates
during  an  Offering  (the "Purchase Date(s)") on which  rights  granted
under  the Plan shall be exercised and purchases of Common Stock carried
out  in  accordance  with such Offering.  If no  Purchase  Date  for  an
Offering  is  designated, such Offering shall  have  one  Purchase  Date
occurring on the last day that the Company's stock is traded during  the
period of the Offering.

      (c)   In  connection with each Offering made under the  Plan,  the
Board  or the Committee may specify a maximum number of shares that  may
be  purchased by any employee as well as a maximum aggregate  number  of
shares that may be purchased by all eligible employees pursuant to  such
Offering that is less than that provided in clause (a) above.  The Board
or  Committee  may  also limit the percentage of Earnings  that  can  be
designated  for  withholding  in  connection  with  any  Offering  to  a
percentage less than ten percent (10%).  In addition, in connection with
each  Offering that contains more than one Purchase Date, the  Board  or
the Committee may specify a maximum aggregate number of shares which may
be  purchased by all eligible employees on any given Purchase Date under
the  Offering.   If  the aggregate purchase of shares upon  exercise  of
rights  granted  under  the  Offering  would  exceed  any  such  maximum
aggregate  number,  the Board or the Committee shall  make  a  pro  rata
allocation  of  the  shares available in as nearly a uniform  manner  as
shall be practicable and as it shall deem to be equitable.

      (d)   Unless  a  greater price is specified for an  Offering,  and
subject  to  the  requirements of the Code in the  event  the  Board  or
Committee  elects to permit Eligible Employees to receive rights  during
an  Offering  pursuant to paragraph 5(b), the purchase  price  of  stock
acquired  pursuant to rights granted under the Plan shall be the  lesser
of:

           (i)   eighty-five (85%) of the fair market value of the stock
on the Offering Date; or

           (ii)  eighty-five (85%) of the fair market value of the stock
on the Purchase Date.

7.   PARTICIPATION; WITHDRAWAL; TERMINATION.

      (a)   An  eligible employee may become a participant in  the  Plan
pursuant to an Offering by delivering a participation agreement  to  the
Company within the time specified in the Offering, in such form  as  the
Company   provides.    Each  such  agreement  shall  authorize   payroll
deductions of up to the maximum percentage specified by the Board or the
Committee of such employee's Earnings during the Offering (as defined by
the  Board or Committee in each Offering).  The payroll deductions  made
for   each  participant  shall  be  credited  to  an  account  for  such
participant under the Plan and shall be deposited with the general funds
of  the  Company and shall not bear interest.  Participants  may  reduce
(including to zero) or increase such payroll deductions, and an eligible
employee may begin such payroll deductions, after the beginning  of  any
Offering  only as provided for in the Offering.  Participants  may  make
additional  payments  into  his  or her  account  only  if  specifically
provided for in the Offering and only if the participant has not had the
maximum amount withheld during the Offering.

      (b)   At  any time during an Offering, a participant may terminate
his  or  her  payroll deductions under the Plan and  withdraw  from  the
Offering  by  delivering to the Company a notice of withdrawal  in  such
form as the Company provides. Such withdrawal may be elected at any time
prior to the end of the Offering except as provided by the Board or  the
Committee in the Offering.  Upon such withdrawal from the Offering by  a
participant, the Company shall distribute to such participant all of his
or  her  accumulated payroll deductions (reduced to the extent, if  any,
such  deductions  have been used to acquire stock for  the  participant)
under the Offering, without interest, and such participant's interest in
that  Offering  shall  be  automatically  terminated.   A  participant's
withdrawal  from an Offering will have no effect upon such participant's
eligibility  to participate in any other Offerings under  the  Plan  but
such  participant  will  be  required to  deliver  a  new  participation
agreement  in  order  to participate in subsequent Offerings  under  the
Plan.

      (c)   Rights granted pursuant to any Offering under the Plan shall
terminate  immediately  upon cessation of any  participating  employee's
employment  with  the  Company  and any designated  Affiliate,  for  any
reason, and the Company shall distribute to such terminated employee all
of  his or her accumulated payroll deductions (reduced to the extent, if
any,  such deductions have been used to acquire stock for the terminated
employee) under the Offering, without interest.

      (d)  Rights granted under the Plan shall not be transferable by  a
participant  otherwise  than  by  will  or  the  laws  of  descent   and
distribution, or by a beneficiary designation as provided  in  paragraph
14  and, otherwise during his or her lifetime, shall be exercisable only
by the person to whom such rights are granted.

8.   EXERCISE.

      (a)   On  each  Purchase Date specified therefor in  the  relevant
Offering,  each participant's accumulated payroll deductions  and  other
additional  payments specifically provided for in the Offering  (without
any  increase  for  interest) will be applied to the purchase  of  whole
shares  of  stock  of the Company, up to the maximum  number  of  shares
permitted pursuant to the terms of the Plan and the applicable Offering,
at  the  purchase price specified in the Offering.  No fractional shares
shall be issued upon the exercise of rights granted under the Plan.  The
amount,  if  any,  of accumulated payroll deductions remaining  in  each
participant's account after the purchase of shares which  is  less  than
the amount required to purchase one share of stock on the final Purchase
Date of an Offering shall be held in each such participant's account for
the  purchase  of shares under the next Offering under the Plan,  unless
such  participant  withdraws from such next  Offering,  as  provided  in
subparagraph  7(b), or is no longer eligible to be granted rights  under
the Plan, as provided in paragraph 5, in which case such amount shall be
distributed  to the participant after such final Purchase Date,  without
interest.   The  amount,  if  any,  of  accumulated  payroll  deductions
remaining  in  any  participant's account after the purchase  of  shares
which  is equal to the amount required to purchase whole shares of stock
on  the final Purchase Date of an Offering shall be distributed in  full
to the participant after such Purchase Date, without interest.

      (b)   No  rights  granted under the Plan may be exercised  to  any
extent  unless  shares  under  the Plan  are  covered  by  an  effective
registration  statement  pursuant to the  Securities  Act  of  1993,  as
amended  (the  "Securities Act") and the Plan is in material  compliance
with  all applicable state, foreign and other securities and other  laws
applicable to the Plan.  If on a Purchase Date in any Offering hereunder
the  Plan is not so registered or in such compliance, no rights  granted
under the Plan or any Offering shall be exercised on such Purchase Date,
and the Purchase Date shall be delayed until the Plan is subject to such
an  effective registration statement and in such compliance, except that
the  Purchase Date shall not be delayed more than twelve (12) months and
the  Purchase  Date  shall in no event be more  than  twenty-seven  (27)
months  from the Offering Date.  If on the Purchase Date of any Offering
hereunder, as delayed to the maximum extent permissible, the Plan is not
registered and in such compliance, no rights granted under the  Plan  or
any  Offering shall be exercised and all payroll deductions  accumulated
during the Offering (reduced to the extent, if any, such deductions have
been  used  to  acquire stock) shall be distributed to the participants,
without interest.

      (c)   Shares  of  stock of the Company that are purchased  may  be
registered in the name of the participant or jointly in the name of  the
participant  and  his  or  her spouse as joint  tenants  with  right  of
survivorship or community property or in the name of a living trust that
the participant has established on his own behalf.

9.   RIGHTS AS A STOCKHOLDER; NO EFFECT ON EMPLOYMENT AT WILL.

      A  participant shall not be deemed to be the holder of, or to have
any  of  the  rights of a holder with respect to, any shares subject  to
rights  granted  under  the  Plan unless  and  until  the  participant's
shareholdings  acquired  upon exercise of  rights  under  the  Plan  are
recorded  in  the  Stock records of the Company.  Nothing  herein  shall
create any rights on the part of any employee to continuing employment.

10.  ADJUSTMENTS UPON CHANGES IN STOCK.

      (a)   If  any change is made in the stock subject to the Plan,  or
subject   to  any  rights  granted  under  the  Plan  (through   merger,
consolidation, reorganization, recapitalization, reincorporation,  stock
dividend, dividend in property other than cash, stock split, liquidating
dividend,   combination  of  shares,  exchange  of  shares,   or   other
transaction not involving the receipt of consideration by the  Company),
then, subject to clause (b) below, the Plan and outstanding rights  will
be  appropriately adjusted in the class(es) and maximum number of shares
subject to the Plan and the class(es) and number of shares and price per
share of stock subject to outstanding rights.  Such adjustments shall be
made by the Board or the Committee, the determination of which shall  be
final,  binding  and  conclusive.  (The conversion  of  any  convertible
securities  of the Company or the issuance by or exercise  of,  options,
warrants  or  right  to  acquire Common Stock or convertible  securities
shall  not  be  treated as a "transaction not involving the  receipt  of
consideration by the Company.")

      (b)   In  the event of:  (1) a dissolution or liquidation  of  the
Company; (2) a merger or consolidation in which the Company is  not  the
surviving corporation; (3) a reverse merger in which the Company is  the
surviving  corporation  but  the shares of the  Company's  Common  Stock
outstanding immediately preceding the merger are converted by virtue  of
the  merger into other property, whether in the form of securities, cash
or  otherwise;  or (4) the acquisition by any person,  entity  or  group
within the meaning of Section 13(d) or 14(d) of the Exchange Act or  any
comparable successor provisions (excluding any employee benefit plan, or
related trust sponsored or maintained by the Company or any Affiliate of
the Company) of the beneficial ownership (within the meaning of Rule 13d-
3  promulgated under the Exchange Act, or comparable successor rule)  of
securities of the Company representing at least fifty percent  (50%)  of
the combined voting power entitled to vote in the election of directors,
then,  as  determined  by  the  Board in its  sole  discretion  (i)  any
surviving  or  acquiring corporation may assume  outstanding  rights  or
substitute similar rights for those under the Plan, (ii) such rights may
continue  in  full force and effect, or (iii) participants'  accumulated
payroll  deductions  may  be used to purchase Common  Stock  immediately
prior  to  the transaction described above and the participants'  rights
under the ongoing Offering terminated.

11.  AMENDMENT OF THE PLAN.

      (a)   The Board at any time, and from time to time, may amend  the
Plan.   However,  except  as  provided  in  paragraph  12  relating   to
adjustments  upon  changes  in stock, no amendment  shall  be  effective
unless  approved by the stockholders of the Company within  twelve  (12)
months  before  or  after  the  adoption of  the  amendment,  where  the
amendment will:

           (i)   Increase the number of shares reserved for rights under
the Plan;

          (ii) Modify the provisions as to eligibility for participation
in  the  Plan  (to  the  extent such modification  requires  stockholder
approval  in  order for the Plan to obtain employee stock purchase  plan
treatment  under  Section  423  of  the  Code  or  to  comply  with  the
requirements of Rule 16b-3); or

            (iii)      Modify  the  plan  in  any  other  way  if   such
modification  requires stockholder approval in order  for  the  Plan  to
obtain  employee stock purchase plan treatment under Section 423 of  the
Code or to comply with the requirements of Rule 16b-3.

It  is  expressly contemplated that the Board may amend the Plan in  any
respect  the  Board  deems necessary or advisable  to  provide  eligible
employees with the maximum benefits provided or to be provided under the
provisions  of  the  Code  and  the regulations  promulgated  thereunder
relating  to  employee stock purchase plans and/or  to  bring  the  Plan
and/or rights granted under it into compliance therewith.

      (b)   Subject to paragraph 12, rights granted before amendment  of
the Plan shall not be impaired by any amendment of the Plan, except with
the consent of the person to whom such rights were granted, or except as
necessary to comply with any laws or governmental regulations, or except
as  necessary  to ensure that the Plan and/or rights granted  under  the
Plan comply with the requirements of Section 423 of the Code.

12.  DESIGNATION OF BENEFICIARY.

      (a)  A participant may file a written designation of a beneficiary
who  is  to  receive any shares and cash, if any, from the participant's
account  under  the  Plan  in  the event  of  such  participant's  death
subsequent  to  the  end of an Offering but prior  to  delivery  to  the
participant  of  such shares and cash.  In addition, a  participant  may
file  a written designation of a beneficiary who is to receive any  cash
from  the  participant's account under the Plan in  the  event  of  such
participant's death during an Offering.

      (b)   Such  designation of a beneficiary may  be  changed  by  the
participant at any time by written notice.  In the event of the death of
a  participant  and  in the absence of a beneficiary validly  designated
under  the  Plan who is living at the time of such participant's  death,
the  Company  shall deliver such shares and/or cash to the  executor  or
administrator  of the estate of the participant, or if no such  executor
or  administrator has been appointed (to the knowledge of the  Company),
the Company, in its sole discretion, may deliver such shares and/or cash
to  the  spouse  or  to any one or more dependents or relatives  of  the
participant,  or  if no spouse, dependent or relative is  known  to  the
Company, then to such other person as the Company may designate.

13.  TERMINATION OR SUSPENSION OF THE PLAN.

     (a)  The Board in its discretion, may suspend or terminate the Plan
at  any time.  No rights may be granted under the Plan while the Plan is
suspended or after it is terminated.

     (b)  Rights and obligations under any rights granted while the Plan
is  in effect shall not be impaired by suspension or termination of  the
Plan,  except as expressly provided in the Plan or with the  consent  of
the  person to whom such rights were granted, or except as necessary  to
comply  with any laws or governmental regulation, or except as necessary
to ensure that the Plan and/or rights granted under the Plan comply with
the requirements of Section 423 of the Code.

14.  EFFECTIVE DATE OF THE PLAN.

     The Plan shall become effective on the date specified by the Board,
but no rights granted under the Plan shall be exercised unless and until
the  Plan  has  been approved by the stockholders of the Company  within
twelve  (12) months before or after the date the Plan is adopted by  the
Board.