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                                                                   EXHIBIT 10.27

[LOGO OF BANK OF AMERICA]                                     SECURITY AGREEMENT
                                          (RECEIVABLES, INVENTORY AND EQUIPMENT)

1.   THE SECURITY.  The undersigned AML Communications, Inc. ("Borrower") hereby
assigns and grants to Bank of America National Trust and Savings Association 
("Bank") a security interest in the following described property ("Collateral"):
     A.  All of the following, whether now owned or hereafter acquired by
         Borrower: accounts, contract rights, chattel paper, instruments,
         deposit accounts and general intangibles.
     B.  All inventory now owned or hereafter acquired by Borrower.
     C.  All machinery, furniture, fixtures and other equipment of every type
         now owned or hereafter acquired by Borrower (including, but not limited
         to, the equipment described in the attached Equipment Description, if
         any).
     D.  All negotiable and nonnegotiable documents of title now owned or
         hereafter acquired by Borrower covering any of the above-described
         property.
     E.  All rights under contracts of insurance now owned or hereafter acquired
         by Borrower covering any of the above-described property.
     F.  All proceeds, product, rents and profits now owned or hereafter 
         acquired by Borrower of any of the above-described property.
     G.  All books and records now owned or hereafter acquired by Borrower
         pertaining to any of the above-described property, including but not
         limited to any computer-readable memory and any computer hardware or
         software necessary to process such memory ("Books and Records").

2.   THE INDEBTEDNESS.  The Collateral secures and will secure all Indebtedness 
of Borrower to Bank.  For the purposes of this Agreement, "Indebtedness" means 
all loans and advances made by Bank to Borrower and all other obligations and 
liabilities of Borrower to Bank, whether now existing or hereafter incurred or 
created, whether voluntary or involuntary, whether due or not due, whether 
absolute or contingent, or whether incurred directly or acquired by Bank by 
assignment or otherwise.  Unless Borrower shall have otherwise agreed in 
writing, Indebtedness, for the purposes of this Agreement, shall not include 
"consumer credit" subject to the disclosure requirements of the Federal Truth in
Lending Act or any regulations promulgated thereunder.

3.   BORROWER'S COVENANTS.  Borrower covenants and warrants that unless 
     compliance is waived by Bank in writing:
     A.  Borrower will properly preserve the Collateral; defend the Collateral
         against any adverse claims and demands; and keep accurate Books and
         Records.
     B.  Borrower has notified Bank in writing of, and will notify Bank in
         writing prior to any change in, the locations of (i) Borrower's place
         of business or Borrower's chief executive office if Borrower has more
         than one place of business, and (ii) any Collateral, including the
         Books and Records.
     C.  Borrower will notify Bank in writing prior to any change in Borrower's
         name, identity or business structure.
     D.  Borrower will maintain and keep in force insurance covering Collateral
         designated by Bank against fire and extended coverages. Such insurance
         shall require losses to be paid on a replacement cost basis, be issued
         by insurance companies acceptable to Bank and include a loss payable
         endorsement in favor of Bank in a form acceptable to Bank.
     E.  Borrower has not granted and will not grant any security interest in
         any of the Collateral except to Bank, and will keep the Collateral free
         of all liens, claims, security interests and encumbrances of any kind
         or nature except the security interest of Bank.
     F.  Borrower will not sell, lease, agree to sell or lease, or otherwise
         dispose of, or remove from Borrower's place of business (i) any
         inventory except in the ordinary course of business as heretofore
         conducted by borrower, or (ii) any other Collateral except with the
         prior written consent of Bank.
     G.  Borrower will promptly notify Bank in writing of any event which
         affects the value of the Collateral, the ability of Borrower or Bank to
         dispose of the Collateral, or the rights and remedies of Bank in
         relation thereto, including, but not limited to, the levy of any legal
         process against any Collateral and the adoption of any marketing order,
         arrangement or procedure affecting the Collateral, whether governmental
         or otherwise.
     H.  If any collateral is or becomes the subject of any registraton
         certificate or negotiable document of title, including any warehouse
         receipt or bill of lading, Borrower shall immediately deliver such
         document to Bank.
     I.  Borrower will not attach any Collateral to any real property or fixture
         in a manner which might cause such Collateral to become a part thereof
         unless Borrower first obtains the written consent of any owner, holder
         of any lien on the real property or fixture, or other person having an
         interest in such property to the removal by Bank of the Collateral from
         such real property or fixture. Such written consent shall be in form
         and substance acceptable to Bank and shall provide that Bank has no
         liability to such owner, holder of any lien, or any other person.
     J.  Until Bank exercises its rights to make collection, Borrower will
         diligently collect all Collateral.

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4.   ADDITIONAL OPTIONAL REQUIREMENTS.  Borrower agrees that Bank may at its 
option at any time, whether or not Borrower is in default:
     A.   Require Borrower to segregate all collections and proceeds of the
          Collateral so that they are capable of identification and deliver
          daily such collections and proceeds to Bank in kind.
     B.   Require Borrower to deliver to Bank (i) copies of or extracts from the
          Books and Records, and (ii) information on any contracts or other
          matters affecting the Collateral.
     C.   Examine the Collateral, including the Books and Records, and make
          copies of or extracts from the Books and Records, and for such
          purposes enter at any reasonable time upon the property where any
          Collateral or any Books and Records are located.
     D.   Require Borrower to deliver to Bank any instruments or chattel paper.
     E.   Require Borrower to obtain Bank's prior written consent to any sale,
          lease, agreement to sell or lease, or other disposition of any
          inventory.
     F.   Notify any account debtors, any buyers of the Collateral, or any other
          persons of Bank's interest in the Collateral.
     G.   Require Borrower to direct all account debtors to forward all payments
          and proceeds of the Collateral to a post office box under Bank's 
          exclusive control.  
     H.   Demand and collect any payments and proceeds of the Collateral. In
          connection therewith Borrower irrevocably authorizes Bank to endorse
          or sign Borrower's name on all checks, drafts, collections, receipts
          and other documents, and to take possession of and open the mail
          addressed to Borrower and remove therefrom any payments and proceeds
          of the Collateral.

5.   DEFAULTS.  Any one or more of the following shall be a default hereunder:
     A.   Borrower fails to pay any Indebtedness when due.
     B.   Borrower breaches any term, provision, warranty or representation
          under this Agreement, or under any other obligation of Borrower to
          Bank.
     C.   Any custodian, receiver or trustee is appointed to take possession,
          custody or control of all or a substantial portion of the property of
          Borrower or of any guarantor of any Indebtedness.
     D.   Borrower or any guarantor of any Indebtedness becomes insolvent, or is
          generally not paying or admits in writing its inability to pay its 
          debts as they become due, fails in business, makes a general
          assignment for the benefit of creditors, dies or commences any case,
          proceeding or other action under any bankruptcy or other law for the
          relief of, or relating to, debtors.
     E.   Any case, proceeding or other action is commenced against Borrower or
          any guarantor of any Indebtedness under any bankruptcy or other law
          for the relief of, or relating to, debtors.
     F.   Any involuntary lien of any kind or character attaches to any 
          Collateral.
     G.   Any financial statements, certificates, schedules or other information
          now or hereafter furnished by Borrower to Bank proves false or 
          incorrect in any material respect.

6.   BANK'S REMEDIES AFTER DEFAULT. In the event of any default Bank may do any 
one or more of the following: 
     A.   Declare any Indebtedness immediately due and payable, without notice 
          or demand.
     B.   Enforce the security interest given hereunder pursuant to the Uniform
          Commercial Code and any other applicable law. 
     C.   Enforce the security interest of Bank in any deposit account of
          Borrower maintained with Bank by applying such account to the
          Indebtedness.
     D.   Require Borrower to assemble the Collateral, including the Books and
          Records, and make them available to Bank at a place designated by
          Bank.
     E.   Enter upon the property where any Collateral, including any Books and
          Records, are located and take possession of such Collateral and such
          Books and Records, and use such property (including any buildings and
          facilities) and any of Borrower's equipment, if Bank deems such
          use necessary or advisable in order to take possession of, hold,
          preserve, process, assemble, prepare for sale or lease, market for
          sale or lease, sell or lease, or otherwise dispose of, any Collateral.
     F.   Grant extensions and compromise or settle claims with respect to the
          Collateral for less than face value, all without prior notice to
          Borrower.
     G.   Use or transfer any of Borrower's rights and interests in any
          Intellectual Property now owned or hereafter acquired by Borrower, if
          Bank deems such use or transfer necessary or advisable in order to
          take possession of, hold, preserve, process, assemble, prepare for
          sale or lease, market for sale or lease, sell or lease, or otherwise
          dispose of, any Collateral. Borrower agrees that any such use or
          transfer shall be without any additional consideration to Borrower. As
          used in this paragraph, "Intellectual Property" includes, but is not
          limited to, all trade secrets, computer software, service marks,
          trademarks, trade names, trade styles, copyrights, patents,
          applications for any of the foregoing, customer lists, working
          drawings, instructional manuals, and rights in processes for technical
          manufacturing, packaging and labelling, in which Borrower has any
          right or interest, whether by ownership, license, contract or
          otherwise.
     H.   Have a receiver appointed by any court or competent jurisdiction to 
          take possession of the Collateral.
     I.   Take such measures as Bank may deem necessary or advisable to take
          possession of, hold, preserve, process, assemble, insure, prepare for
          sale or lease, market for sale or lease, sell or lease, or otherwise
          dispose of, any Collateral, and Borrower hereby irrevocably
          constitutes and appoints Bank as Borrower's attorney-in-fact to
          perform all acts and execute all documents in connection therewith.

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7.    MISCELLANEOUS.
      A.  Any waiver, express or implied, of any provision hereunder and any
          delay or failure by Bank to enforce any provision shall not preclude
          Bank from enforcing any such provision thereafter.
      B.  Borrower shall, at the request of Bank, execute such other agreements,
          documents, instruments, or financing statements in connection with
          this Agreement as Bank may reasonably deem necessary.
      C.  All notes, security agreements, subordination agreements and other
          documents executed by Borrower or furnished to Bank in connection with
          this Agreement must be in form and substance satisfactory to Bank.
      D.  This Agreement shall be governed by and construed according to the
          laws of the State of California, to the jurisdiction of which the
          parties hereto submit.
      E.  All rights and remedies herein provided are cumulative and not
          exclusive of any rights or remedies otherwise provided by law. Any
          single or partial exercise of any right or remedy shall not preclude
          the further exercise thereof or the exercise of any other right or
          remedy.
      F.  All terms not defined herein are used as set forth in the Uniform 
          Commercial Code.
      G.  In the event of any action by Bank to enforce this Agreement or to
          protect the security interest of Bank in the Collateral, or to take
          possession of, hold, preserve, process, assemble, insure, prepare for
          sale or lease, market for sale or lease, sell or lease, or otherwise
          dispose of, any Collateral, Borrower agrees to pay immediately the
          costs and expenses thereof, together with reasonable attorney's fees
          and allocated costs for in-house legal services.
      H.  Any Borrower who is married agrees that such Borrower's separate
          property shall be liable for payment of the Indebtedness if such
          Borrower is personally liable for the Indebtedness.


Date:   August 2, 1996 
      ------------------

BANK OF AMERICA                             BORROWER
National Trust and Savings Association      AML Communications, Inc.



/s/  Derek C. Hansen                        /s/ William E. Sheridan
--------------------------------------      -----------------------------------
By: Derek C. Hansen, Assistant Vice         By: William E. Sheridan, Chief
    President                                   Financial Officer



/s/ Edward W. Summers 
--------------------------------------
By: Edward W. Summers, Vice President/
    Comm'l Banking Manager


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