SECURITY AGREEMENT - Borrower

THIS SECURITY AGREEMENT (this "Agreement"), dated as of
May 23, 2001, is entered into between U.S. BANK NATIONAL
ASSOCIATION (the "Bank") and DATRON SYSTEMS INCORPORATED (the
"Borrower").

                  W I T N E S S E T H:

WHEREAS, the Borrower has requested, or may
concurrently or hereafter request, loans, advances or other
extensions of credit (whether by issuing letters of credit,
creating bankers' acceptances or otherwise) from the Bank;

NOW, THEREFORE, for and in consideration of loans,
advances or other extensions of credit under the Credit Agreement
and any other loan, advance or extensions of credit made or to be
made to the Borrower by the Bank, and for other good and valuable
consideration, the parties hereto agree as follows:

Section 1 	Definitions and Interpretation

Section 1.1  	Definitions.  In addition to the
terms defined elsewhere in this Agreement, the following terms
shall have the meanings indicated for purposes of this Agreement
(such meanings being applicable to both the singular and plural
forms):

"Agreement" shall mean this Security Agreement, as it
may be amended, modified, supplemented, assigned, restated or
replaced from time to time.

"Collateral" shall mean all property or rights in which
a security interest is granted hereunder.

"Credit Document" shall mean the Credit Agreement by
and between the Borrower and the Bank and any promissory note or
notes issued from time to time thereunder, and any other promissory
note, agreement, evidence of indebtedness, guaranty, application,
instrument or document (including each agreement or application for
issuance of any letter of credit or creation of any bankers'
acceptance) relating to any obligation of the Borrower to the Bank,
whether heretofore or hereafter issued, made or entered by the
Borrower, and whether evidencing a present or future obligation or
an obligation payable under any circumstance, whether now or
hereafter due, direct or indirect, absolute or contingent.

"Default" shall mean: (a) the occurrence of any "Event
of Default" or similar occurrence under any Credit Document ,
including the occurrence of any Event of Default as defined in the
Credit Agreement; (b) nonpayment, when due or demanded (if under a
demand instrument) of any amount of the Liabilities, or any amount
payable to the Bank by any Obligor; (c) failure to perform any
agreement of any Obligor hereunder or under any Credit Document and
such failure shall continue beyond any grace period expressly
applicable thereto; (d) any representation made, or deemed to be
made, by any Obligor hereunder or under any Credit Document is
untrue or incorrect in any material respect when made or deemed to
be made; or (e) during any time that the Credit Agreement shall not
have remained in force and effect, the occurrence of any of the
foregoing events or, in addition, any of the foregoing: (i) any
event shall occur that results in the acceleration of any
indebtedness or material monetary obligation of any Obligor or
enables the holders of such indebtedness or obligation (or agent or
trustee) to accelerate such indebtedness or obligation; (ii) any
Obligor becomes insolvent or generally fails to pay, or admits in
writing its inability to pay, its debts as they mature or applies
for or consents to appointment of a trustee or other custodian for
its properties or makes a general assignment for the benefit of
creditors or any bankruptcy, reorganization, debt arrangement or
other proceeding under any bankruptcy or insolvency law, or
dissolution or liquidation proceeding, is instituted by or against
any Obligor; or (iii) the Bank shall have determined in good faith
(which determination shall be conclusive) that an event has
occurred that could cause or have a Material Adverse Effect (as
defined in the Credit Agreement).

"Liabilities" shall mean all obligations of the
Borrower under the Credit Agreement and under any promissory note
or notes issued thereunder and under any Credit Document, and under
this Agreement, and all other obligations of the Borrower to the
Bank, its successors and assigns, howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, or
now or hereafter existing, or due or to become due.

"Non-Goods Collateral" shall mean all Collateral other
than Inventory  and Equipment.

"Obligor" shall mean the Borrower, any general partner
(if a partnership) in the Borrower, joint venturer (if a joint
venture) in the Borrower, and any guarantor, surety, accommodation
party or other party primarily or secondarily liable on any of the
Liabilities.

Section 1.2  	Terms defined in Uniform Commercial
Code.  "Account", "Account Debtor", "Chattel Paper", "Document",
"Equipment", "Fixtures", "General Intangibles", "Instrument",
"Inventory", and "Proceeds" shall have the meanings set forth in
the California Uniform Commercial Code, provided, that if any
additional goods, property or rights shall be included in such
terms under Section 2 hereof, such terms shall be construed to
include such additional goods, property or rights.

Section 1.3 	Interpretation.  A reference to a
Section, Exhibit or Schedule is, unless otherwise stated, a
reference to a section hereof, or an exhibit or schedule hereto, as
the case may be.  Section captions used in this Agreement are for
convenience only, and shall not affect the construction of this
Agreement.  The word "including" shall, in each instance, be deemed
to mean "including but not limited to".

Section 2 	Grant of Security Interest

Section 2 	Grant of Security Interest.  As security
for the payment of all Liabilities, the Borrower hereby assigns to
the Bank, and grants to the Bank a continuing security interest in,
the following, whether now owned or hereafter arising or acquired:

(a)  	Accounts, including all other rights
and interests (including all liens and security interests) that the
Borrower may at any time have by law or agreement against any
Account Debtor or other obligor obligated to make any such payment
or against any of the property of such Account Debtor or other
obligor;

(b) 	Equipment, including all accessories,
parts and other property at any time affixed thereto or used in
connection therewith and all substitutions and replacements
thereof;

(c) 	Inventory, including goods that are
returned, repossessed, stopped in transit or which otherwise come
into the possession of the Borrower; and

(d) 	General Intangibles, including
inventions, designs, patents, patent applications, design patents,
design patent applications, trademarks, trademark applications,
trade names, trade secrets, goodwill, copyrights, registrations,
licenses, franchises, customer lists, tax refund claims, rights to
indemnification and rights under warranties;

(e) 	Chattel Paper, Instruments and
Documents;

(f) 	goods, instruments, documents or
chattel paper that are in the possession or control of, or in
transit to, the Bank or any agent or bailee for the Bank for any
reason and all interest on, dividends and distributions and other
rights in connection with such property, and any and all balances,
credits, deposits (general or special, time or demand, provisional
or final), accounts or moneys of or in the name of the Borrower now
or hereafter with the Bank;

(g) 	books, correspondence, credit files,
records, invoices, manuals, service records and programs, other
papers and documents, computer records, runs, software, systems,
procedures, disks, tapes and other storage media relating to any of
the Collateral, including any of the foregoing in the possession or
control of any service, consultant, or outside vendor;

(h) 	Proceeds, including all policies,
claims to payment under, and proceeds of any and all insurance
policies payable to the Borrower, or on behalf of the Borrower's
property, whether or not such policies are issued to or owned by
the Borrower and whether or not the Bank is named as loss payee or
additional insured, including any credit insurance.

Section 3 	Representations and Warranties

The Borrower represents and warrants to the Bank that:

Section 3.1	Power and Authority; Valid and Binding
Obligation.  The Borrower is a corporation duly incorporated and in
good standing under the laws of its state of incorporation and duly
qualified to do business in each jurisdiction where such
qualification is necessary.  The execution and delivery of this
Agreement, and the performance by the Borrower of its obligations
hereunder are within the Borrower's corporate powers and have been
duly authorized by all necessary corporate action.  This Agreement
is the Borrower's legal, valid and binding obligation, enforceable
in accordance with its terms, the making and performance of which
do not and will not contravene or conflict with the Borrower's
charter or by-laws or violate or constitute a default under any
law, any presently existing requirement or restriction imposed by
judicial, arbitral or other governmental instrumentality or any
agreement, instrument or indenture by which the Borrower or its
property is bound.

Section 3.2  	Owner, No Other Financing Statements.
The Borrower is and will be the lawful owner of all Collateral,
free of all liens and claims whatsoever, other than the security
interest hereunder, and those shown on Schedule A.  No financing
statement (other than any which may have been filed on behalf of
the Bank) covering any of the Collateral is on file in any public
office, except those listed on Schedule A.

Section 3.3  	Names, Offices and Locations.  The
Borrower does business solely under its own name and the trade
names and styles, if any, set forth on Schedule B (which includes
any name used within the past 5 years).  Any such trade names and
styles are used only in the locations listed on Schedule B.  Except
as noted on such Schedule, no trade names or styles or other
similar marks owned by the Borrower are registered with any
governmental unit.  The Borrower's chief place of business and
chief executive office and the office where it keeps its books and
records concerning the Accounts and General Intangibles, and the
originals of all Chattel Paper, Instruments and Documents, are
located at its address set forth on the signature page hereof.

Section 3.4  	Locations of Equipment and Inventory.
All of the Equipment and Inventory existing on the date of the
Agreement is located at the places specified in Schedule C.  The
Borrower will immediately notify the Bank of any additional state
in which any item of Equipment or Inventory is hereafter located.

Section 3.5   	Inventory.  All Inventory has been
produced in compliance with all requirements of the Fair Labor
Standards Act.

Section 4 	Sale and Collection

Section 4.1  	Sale in Ordinary Course.  Until such
time as the Bank shall notify the Borrower of the revocation of
such authority or until the occurrence of a Default, the Borrower
may, in the ordinary course of its business, sell, lease, or
consume (if raw materials) Inventory and furnish Inventory under
contracts of service.

Section 4.2  	Collection of Non-Goods Collateral.
Until such time as the Bank shall notify the Borrower of the
revocation of such authority, the Borrower will endeavor to
collect, as and when due, all amounts due with respect to any of
the Non-Goods Collateral, and shall take any action in connection
with such collection as the Bank may reasonably request.

Section 4.3  	Refunds.  The Borrower may grant, in
the ordinary course of its business, any refund or allowance to any
Account Debtor to which it may be lawfully entitled, and may
accept, in connection therewith, the return of goods, the sale or
lease of which shall have given rise to Accounts.

Section 4.4  	Collection by the Bank.  The Bank
may, but shall not be obligated to, at any time, upon the
occurrence of any Default (a) notify any parties obligated on any
of the Non-Goods Collateral to make payment directly to the Bank,
(b) enforce collection of any of the Non-Goods Collateral by suit
or otherwise, and (c) surrender, release, exchange, compromise,
extend or renew all or any part of the Non-Goods Collateral.
Following the occurrence of any Default, the Borrower will, at its
own expense, notify all parties obligated on any of the Non-Goods
Collateral to make all payments thereunder directly to the Bank.

Section 4.5 	Transmittal of Items to the Bank.
The Borrower will (except as the Bank may otherwise consent in
writing) following the occurrence of a Default, upon receipt,
transmit and deliver to the Bank, in the form received, all cash,
checks, drafts, and any other form of payment (properly endorsed,
where required, so that such items may be collected by the Bank)
received as proceeds of any of the Collateral.  The Bank is
authorized to endorse, in the name of the Borrower, any item
received by the Bank constituting a proceed of any of the
Collateral.  Except as the Bank may otherwise consent in writing,
any such items received by the Borrower will not be commingled with
any other of its funds or property, but will be held separate and
apart from its own funds or property and upon express trust for the
Bank until delivered to the Bank.

Section 4.6 	Collection Account.  All items or
amounts which are received by the Bank as proceeds of the
Collateral shall be deposited to the credit of a deposit account of
the Borrower with the Bank, securing the Liabilities.  The Borrower
shall have no right to make withdrawals from such account.  The
Bank may, from time to time, in its discretion (a) apply collected
balances therein to the Liabilities, whether or not then due, in
such order of application as it shall determine, and (b) release
all or any of such balance to the Borrower.

Section 5 	Agreements of Borrower

The Borrower agrees that, unless otherwise agreed in
writing by the Bank, it will:

Section 5.1  	Schedules and Reports.  Furnish to
the Bank, in form and detail satisfactory to the Bank: (a)  written
notice of any event causing loss, material damage or depreciation
in value of any of the Collateral, describing, and specifying the
amount of, such loss, damage or depreciation; and (b) from time to
time, as the Bank may request, such additional schedules,
certificates and reports concerning the Collateral, including the
Account Debtors obligated thereon, as the Bank may request.

Section 5.2  	Inspection.  Permit the Bank and its
agents or its designees, from time to time, to inspect and evaluate
the Collateral, and to inspect, audit and make copies of all books
and records constituting or otherwise concerning the Collateral,
and will, upon request of the Bank, deliver to the Bank all of such
records which pertain to the Collateral and all Account Debtors.
In the event any such inspection is made following the occurrence
of a Default, the Borrower will reimburse the Bank upon demand for
all reasonable costs and expenses incurred by the Bank, its agents
or its designees in the course of such inspection and evaluation.

Section 5.3  	Financing Statements and Filing.
Upon request of the Bank, execute such financing statements and
other documents (and pay the cost of recording the same in all
offices requested by the Bank) and do such other acts as the Bank
may from time to time request to establish and maintain a valid
perfected security interest in the Collateral, including depositing
with the Bank any certificate of title issued on any of the
Equipment and noting thereon the Bank's security interest.  The
Borrower agrees that any carbon, photographic or other reproduction
of this Agreement or of any such financing statement shall be
sufficient for filing as a financing statement.

Section 5.4  	Locations and Notices.  Maintain and
keep  (a) all Inventory and Equipment at the locations shown on
Schedule C (and give reasonable written notice to the Bank of the
change of location of any Equipment that causes more than $250,000
of Inventory and Equipment to be in any jurisdiction other than a
State listed on such Schedule); (b) except as delivered to the Bank
from time to time, all Chattel Paper, Instruments and Documents,
and all records included as Collateral or otherwise concerning the
Collateral, at the address shown on the signature page and not
duplicate any records regarding any Non-Goods Collateral at any
other address; and (c) the location of its chief office at the
address shown on the signature page.

Section 5.5  	Names.  Not do business under any
other name other than those shown on Schedule B.

Section 5.6  	Notation on Records.  Upon the
occurrence of a Default , stamp on its records concerning the
Collateral a notation, in form satisfactory to the Bank, of the
security interest of the Bank hereunder, and mark conspicuously
each Document, Chattel Paper, Instrument or contract included in
the Collateral with a legend, in form and substance satisfactory to
the Bank, indicating that such Document, Chattel Paper, Instrument
or contract is subject to the security interest of the Bank.

Section 5.7  	Delivery of Collateral.  Upon the
occurrence of a Default and the request of the Bank, deliver to the
Bank all Documents, Instruments and Chattel Paper, duly endorsed to
be payable to the Bank, or accompanied by duly executed instruments
of transfer or assignment in form and substance satisfactory to the
Bank, with full recourse to the Borrower.

Section 5.8  	Transfer, Sale or Security Interest.
Except as expressly authorized under Section 4.1 hereof (subject to
the limits therein), not sell, lease, transfer, consume, assign or
otherwise dispose of, or create or permit to exist any lien on or
security interest (other than the Bank's security interest) in, any
Collateral.

Section 5.9  	Maintenance.  Keep all Equipment and
Fixtures in first class order and repair, excepting any damage or
destruction which is fully covered by insurance payable to the
Bank.

Section 5.10  	Insurance.  Keep all Inventory,
Equipment and Fixtures insured against loss, damage, theft and
other risks, with amounts and insurance companies, and under
policies, satisfactory to the Bank, which policies shall provide
that loss thereunder shall be payable to the Bank as its interest
may appear (and the Bank may apply any proceeds of such insurance
which may be received by it toward payment of Liabilities, whether
or not due, in such order of application as the Bank may
determine), and such policies or certificates thereof shall, if the
Bank so requests, be deposited with the Bank.

Section 5.11  	Payment of Taxes, etc.  Pay, when
due, all taxes, assessments, governmental charges and other similar
charges levied against any of the Collateral, except and so long as
the Borrower is contesting such taxes, assessments or charges in
good faith and, by appropriate proceedings and the Borrower has set
aside on its books such reserves or other appropriate provisions
therefor as may be required by generally accepted accounting
principles, and so long as no enforcement action is being taken
that would interfere with the Borrower's use of such Collateral or
the enforcement of the Bank's rights hereunder.

Section 5.12  	Waivers.  Upon the occurrence of a
Default and the request of the Bank, obtain and deliver to the Bank
waivers in form and substance satisfactory to the Bank of any claim
to any Collateral by any landlord or mortgagee of any property
where Equipment or Inventory is located.

Section 5.13 	Inventory.  Comply with all
requirements of the Fair Labor Standards Act in producing
Inventory.

Section 6 	Bank's Duties and Power of Attorney

Section 6.1  	Bank's Performance of Agreements and
Reimbursement.  Upon the occurrence of a Default, the Bank may at
its option, perform any agreement of the Borrower hereunder which
the Borrower shall fail to perform and take any other action which
the Bank deems necessary for the maintenance or preservation of the
Collateral or its interest therein, and the Borrower shall
reimburse the Bank for all expenses of the Bank in connection with
the foregoing, together with interest thereon at the highest rate
of interest borne by any of the Liabilities at such time from the
date incurred until reimbursed by the Borrower.

Section 6.2  	Power of Attorney.  Effective upon
the occurrence of a Default, the Borrower hereby irrevocably
appoints the Bank as the Borrower's attorney-in-fact, with full
authority in the place and stead of the Borrower and in the name of
the Borrower, the Bank or otherwise, from time to time in the
Bank's discretion, to take any action and to execute any instrument
which the Bank may deem advisable to accomplish the purposes of
Section 6.1 and to exercise any right and remedy upon the
occurrence of a Default.  The Borrower hereby ratifies all that
such attorney shall lawfully do or cause to be done by virtue
hereof.  This power of attorney is irrevocable and is coupled with
an interest.

Section 6.3  	No Liability on Collateral;
Indemnity.  The rights and powers of the Bank hereunder are
conferred solely to protect its interest in the Collateral and
shall not impose any duty upon it to exercise any such rights or
powers.  The Bank does not in any way assume any of the Borrower's
obligations under, or with respect to, the Collateral.  The
Borrower shall remain liable with respect to the Collateral to the
same extent as if this Agreement had not been executed.  The
Borrower agrees to indemnify and hold harmless the Bank against any
and all liabilities, claims, damages, actions, proceedings, losses
or other obligations arising in connection with or on account of
any of the Collateral except for such liabilities, claims, damages,
actions, proceedings, losses or obligations as are proven to have
been caused by the gross negligence or willful misconduct of Bank..

Section 6.4  	Care of Collateral.  Except for the
safe custody of any Collateral in its possession, the Bank shall
have no duty as to any Collateral or as to the taking of any steps
to preserve rights against any other party.  The Bank shall be
deemed to have exercised reasonable care in the custody and
preservation of any Collateral in its possession if such Collateral
is accorded treatment substantially equal to that which the Bank
accords its own property, or is accorded treatment complying with
any provision of any other document setting forth a standard of
care for such Collateral.

Section 7 	Default and Remedies

Whenever a Default shall be existing:

Section 7.1  	Liabilities Due and Payable.  All of
the Liabilities may, at the option of the Bank, and without demand
or notice of any kind, be declared, and thereupon immediately shall
become, due and payable.

Section 7.2.  	Deposits, etc.  The Bank may, from
time to time, without demand or notice of any kind, appropriate and
apply toward the payment of such of the Liabilities, and in such
order of application, as the Bank may from time to time elect, any
and all balances, credits, deposits (general or special, time or
demand, provisional or final), accounts or moneys of or in the name
of the Borrower then or thereafter with the Bank.

Section 7.3  	Assembly of Collateral.  Upon demand
of the Bank, the Borrower shall assemble, at its expense, all
Collateral at a convenient place acceptable to the Bank.

Section 7.4  	Use and Sale of Collateral.  The Bank
may, to the fullest extent permitted by applicable law, upon
reasonable notice, (a) enter upon any premises where any of the
Collateral may be located and take possession of and remove such
Collateral; (b) use or license, on an exclusive or non-exclusive
basis, any General Intangibles throughout the world for such term
or terms, on such conditions, and in such manner, as the Bank shall
in its sole discretion determine, without compensation to the
Borrower; (c) sell any or all of the Collateral, free of all rights
and claims of the Borrower therein and thereto; and (d) bid for and
purchase any or all of such Collateral at any such sale.

Section 7.5  	Additional Provisions on Sale.  Any
sale of Collateral may be in one or more parcels at public or
private sales, at any of the Bank's offices or elsewhere, for cash,
on credit, or for future delivery, an upon such other terms as the
Bank may reasonably believe are commercially reasonable.  The Bank
shall not be obligated to make any sale of Collateral regardless of
notice of sales having been given, and the Bank may adjourn any
public or private sale from time to time by announcement made at
the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so
adjourned.

Section 7.6  	Waiver by Borrower.  The Borrower
hereby expressly waives, to the extent permitted by applicable law,
any and all notices, advertisements, hearings or process of law in
connection with the exercise by the Bank of any of its rights and
remedies upon Default.  Any notification of intended disposition of
any of the Collateral required by law shall be deemed reasonably
and properly given if given at least ten days before such
disposition.

Section 7.7  	Proceeds of Collateral.  Any proceeds
of any disposition by the Bank of any of the Collateral may be
applied by the Bank to the payment of expenses in connection with
the Collateral, including reasonable attorneys, fees and legal
expenses, and any balance of such proceeds may be applied by the
Bank toward the payment of such of the Liabilities, and in such
order of application, as the Bank may from time to time elect.

Section 7.8  	Recourse to Collateral; Remedies not
Exclusive.  The Bank may resort to the Collateral for payment of
any of the Liabilities, whether or not the Bank shall have resorted
to any other property securing the Liabilities or shall have
proceeded against any Obligor.  The Bank's exercise of rights
hereunder shall not prevent the Bank's exercise of any other rights
it may have upon the occurrence of a Default under any other Credit
Documents or otherwise, and one exercise of rights hereunder shall
not prevent any subsequent exercise of rights of the Bank
hereunder, under any Credit Documents or otherwise.

Section 7.9 	Other Rights.  The Bank may exercise
from time to time any other rights and remedies available to it
under any Credit Document and under all applicable law.

Section 8 	General Provisions

Section 8.1 	Reimbursement of Expenses.  Upon the
occurrence of a Default, the Borrower shall reimburse the Bank upon
demand for all costs and expenses, including reasonable fees of
attorneys for the Bank (who may be employees of the Bank) and legal
expenses, incurred by the Bank in seeking to collect or enforce any
rights under the Collateral and its rights hereunder and in seeking
to collect each Credit Document and the Liabilities, including
expenses of any repairs to any realty or other property to which
any of the Equipment may be affixed or be a part.

Section 8.2  	Notices.  Any notice or other
communication to any party in connection with this Agreement shall
be in writing and shall be sent by manual delivery, facsimile
transmission, overnight courier or United States mail (postage
prepaid) addressed to such party at the address specified on the
signature page hereof, or at such other address as such party shall
have specified to the other party hereto in writing.  All periods
of notice shall be measured from the date of delivery thereof if
manually delivered, from the date of sending thereof if sent by
facsimile transmission, from the first Business Day after the date
of sending if sent by overnight courier, or from four days after
the date of mailing if mailed.

Section 8.3   	Waivers and Amendments.  No failure
or delay on the part of the Bank in the exercise of any power,
right or remedy, and no course of dealing between the Borrower and
the Bank, shall operate as a waiver of such power, right or remedy,
nor shall any single or partial exercise of any power, right or
remedy preclude other or further exercise thereof or the exercise
of any other power, right or remedy.  No notice to or demand on the
Borrower not required hereunder shall in any event entitle the
Borrower to any other or further notice or demand in similar or
other circumstances or constitute a waiver of the right of the Bank
to any other or further action in any circumstances without notice
or demand.  No amendment, modification or waiver of, or consent
with respect to, any provision of this Agreement shall in any event
be effective unless the same shall be in writing and signed and
delivered by the Bank.  Any waiver of any provision of this
Agreement, and any consent to any departure by the Borrower from
the terms of any provision of this Agreement, shall be effective
only in the specific instance and for the specific purpose for
which given.

Section 8.4  	Remedies Cumulative.  The remedies
provided for herein are cumulative and not exclusive of any
remedies which may be available to the Bank at law or in equity.

Section 8.5  	Termination of Agreement.  Unless
sooner terminated by the Bank, this Agreement shall terminate when
all of the Credit Documents shall have expired or been terminated
and all Liabilities shall have been paid in full.  This Agreement
shall continue notwithstanding that there may be, from time to
time, no outstanding loans or extensions of credit from the Bank to
the Borrower.  Any return of Collateral upon termination of this
Agreement and any instruments of transfer or termination shall be
at the expense of the Borrower and shall be without warranty by, or
recourse against, the Bank.

Section 8.6  	Successors and Assigns.  This
Agreement shall be binding upon the Borrower, its successors and
assigns (and, if an individual, the Borrower's heirs, estate and
personal representatives), and shall inure to the benefit of, and
be enforceable by, the Bank and its successors, transferees, and
assigns.  Without limiting the generality of the foregoing, the
Bank may assign or otherwise transfer all or any portion of the
Liabilities to any other person or entity and may similarly
transfer all or any portion of its rights under this Agreement to
such person or entity.

Section 8.7  	Choice of Law.  This Agreement has
been delivered at San Diego, California, and shall be construed in
accordance with and governed by the laws of the State of
California.

Section 8.8  	Severance.  Whenever possible, each
provision of this Agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity without invalidating the
remainder of such provision or the remaining provisions of this
Agreement.

Section 8.9  	Counterparts.  This Agreement may be
executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument.

Section 8.10  	Consent to Jurisdiction.  AT THE
OPTION OF THE BANK, THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL
COURT OR CALIFORNIA STATE COURT SITTING IN LOS ANGELES COUNTY,
CALIFORNIA; AND THE BORROWER CONSENTS TO THE JURISDICTION AND VENUE
OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS
IS NOT CONVENIENT.  IN THE EVENT THE BORROWER COMMENCES ANY ACTION
IN ANOTHER JURISDICTION OR VENUE ARISING DIRECTLY OR INDIRECTLY
FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE BANK AT ITS
OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE
JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER
CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE
DISMISSED WITHOUT PREJUDICE.

Section 8.11  	Waiver of Jury Trial.  THE BORROWER
AND THE BANK EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT
OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED
OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT A JURY.

Section 8.12		Conflict between Documents.  In
the event that any provision of this Agreement conflicts with a
provision of the Credit Agreement, the provision of the Credit
Agreement shall govern.


IN WITNESS WHEREOF, this Agreement has been duly
executed as of the day and year first above written.

                         DATRON SYSTEMS INCORPORATED

                         By: DAVOD A. DERBY
                             DAVID A. DERBY, President

                         By: WILLIAM L. STEPHAN
                             WILLIAM L. STEPHAN, Chief Financial Officer

                         Datron Systems Incorporated
                         3030 Enterprise Court
                         Vista , CA  92083
                         Attention:  William L. Stephan, Chief
                                        Financial Officer


                         U.S. BANK NATIONAL ASSOCIATION

                         By:  CORY BRAZAS
                              CORY BRAZAS, Sr. Vice President

                         By:  WILLIAM A. BURZYNSKI
                              WILLIAM A. BURZYNSKI, Vice President

                         U.S. Bank National Association
                         4180 La Jolla Village Drive, Suite 125
                         La Jolla , CA  92037
                         Attention:  William Burzynski, Vice President




                         SCHEDULE A
                             TO
                     SECURITY AGREEMENT
                          BETWEEN
                DATRON SYSTEMS INCORPORATED
                            AND
               U.S. BANK NATIONAL ASSOCIATION

 Other Security Interests:

UCC File No.            State          Secured Party
9928560639              CA             Toyota Motor Credit Corporation


                        SCHEDULE B
                            TO
                    SECURITY AGREEMENT
                          BETWEEN
                DATRON SYSTEMS INCORPORATED
                            AND
               U.S. BANK NATIONAL ASSOCIATION


Trade Names:	 None.


                         SCHEDULE C
                             TO
                     SECURITY AGREEMENT
                           BETWEEN
                DATRON SYSTEMS INCORPORATED
                            AND
               U.S. BANK NATIONAL ASSOCIATION


Locations at which Equipment and Inventory is kept:


Location                    Type of Equipment or Inventory

Vista, California           Office furniture and equipment

Van Nuys, California        Used car