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[SANWA BANK LOGO]

                                                                   EXHIBIT 10.16

                    CERTIFIED CORPORATE RESOLUTION TO BORROW



WHEREAS, APPLIED SIGNAL TECHNOLOGY, INC. (the "Corporation") has made 
application to SANWA BANK CALIFORNIA (the "Bank") for credit accommodations
which may consist of but shall in no way be limited to the following: the
renewal, continuation or extension of an existing obligation; the extension of a
new loan, line of credit or commitment; the issuance of letters of credit or
banker's acceptances; or the purchase or sale through the Bank of foreign
currencies. RESOLVED, that any one (1) of the following named officers,
employees, or agents of the Corporation, whose signatures are shown below:

<TABLE>
<CAPTION>
NAME                                 POSITION                                    SIGNATURE
----                                 --------                                    ---------

<S>                                  <C>                                        <C>
GARY L. YANCEY                       Chief Executive Officer and President      /S/Gary L. Yancey
                                                                                --------------------------


BRIAN OFFI                           Chief Financial Officer                    /S/Brian Offi
                                                                                --------------------------
</TABLE>


is authorized, in the name of and on behalf of the Corporation to take the 
following actions: 

        1. Borrow money from the Bank in such amounts and upon such terms and
        conditions as are agreed upon by the officers of the Corporation and the
        Bank; and execute and deliver or endorse such evidences of indebtedness
        or renewals thereof or agreements therefor as may be required by the
        Bank, all in such form and content as the officers of the Corporation
        executing such documents shall approve (which approval shall be
        evidenced by the execution and delivery of such documents); provided,
        however, that the maximum amount of such indebtedness shall not exceed
        the principal sum of $8,500,000.00 exclusive of any interest, fees,
        attorneys' fees and other costs and expenses related to the
        indebtedness.

        2. Grant security interests and liens in any real, personal or other
        property belonging to or under the control of the Corporation as
        security for any indebtedness of the Corporation to the Bank; and
        execute and deliver to the Bank any and all security agreements,
        pledges, mortgages, deeds of trust and other security instruments and
        any other documents to effectuate the grant of such security interests
        and liens, which security instruments and other documents shall be in
        such form and content as the officers of the Corporation executing such
        security instruments and other documents shall approve and which
        approval shall be evidenced by the execution and delivery of such
        security instruments and other documents.

        3. Waive on behalf of the Corporation, and in any agreement, instrument,
        or document executed by the Corporation include a waiver of, any and all
        rights of the Corporation to require the Bank to adhere to certain
        processes, including without limitation, the right to a jury trial in an
        action or suit against the Bank.

        4. Execute such evidences of indebtedness, agreements, security
        instruments and other documents and to take such other actions as are
        herein authorized.

        5. Include in any agreement, instrument or document executed by the
        Corporation in connection with the actions herein authorized a provision
        requiring that any dispute arising under such agreement, instrument or
        document shall be resolved by mediation, arbitration, or other similar
        dispute resolution method.

        6. Sell to or discount or re-discount with the Bank any and all
        negotiable instruments, contracts or instruments or evidences of
        indebtedness at any time held by the Corporation; and endorse, transfer
        and deliver the same, together with guaranties of payment or repurchase
        thereof, to the Bank (for which the Bank is hereby authorized and
        directed to pay the proceeds of such sale, discount or re-discount as
        directed by such endorsement without inquiring into the circumstances of
        its issue or endorsement or the disposition of such proceeds).

        7. Apply for letters of credit or seek the issuance of banker's
        acceptances under which the Corporation shall be liable to the Bank for
        repayment.

        8. Purchase and sell foreign currencies, on behalf of the Corporation,
        whether for immediate or future delivery, in such amounts and upon such
        terms and conditions as the officers of the corporation may deem
        appropriate, and give any instructions for transfers or deposits of
        monies by check, drafts, cable, letter or otherwise for any purpose
        incidental to the foregoing, and authorize or direct charges to the
        depository account or accounts of the Corporation for the cost of any
        foreign currencies so purchased through the Bank.

        9. Designate in writing to the Bank in accordance with the terms of any
        agreement or other document executed by the above-named individuals one
        or more individuals who shall have the authority as provided herein, to
        (a) request advances under lines of credit extended by the Bank to the
        Corporation; (b) apply for letters of credit or seek the issuance of
        banker's acceptances under which the Corporation shall be liable to the
        Bank for repayment; (c) make deposits and receive and execute receipts
        for deposits on accounts of the Corporation maintained with the Bank;
        (d) make withdrawals and receive and execute receipts for withdrawals on
        account of the Corporation maintained with the Bank; and (e) purchase
        and sell foreign currencies.

        10. Transact any other business with the Bank incidental to the powers
        hereinabove stated.

RESOLVED FURTHER, that all such evidences of indebtedness, agreements, security
instruments and other documents executed in the name of and on behalf of the
Corporation and all such actions taken on behalf of the Corporation in
connection with the matters described herein are hereby ratified and approved.

RESOLVED FURTHER, that the Bank is authorized to act upon these resolutions
until written notice of their revocation is delivered to the Bank. 

RESOLVED FURTHER, that any resolution set forth herein is in addition to and
does not supersede any resolutions previously given by the Corporation to the
Bank.

RESOLVED FURTHER, that the Secretary of the Corporation be, and hereby is,
authorized and directed to prepare, execute and deliver to the Bank a certified
copy of the foregoing resolutions. 



I DO HEREBY CERTIFY that I am the Secretary of APPLIED SIGNAL TECHNOLOGY, INC.,
a California corporation, and I do hereby further certify that the foregoing is
a true copy of the resolutions of the Board of Directors of the Corporation
adopted and approved in accordance with all applicable provisions of law and


                                       (1)

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the Articles and By-Laws of the Corporation either by unanimous written consent
or at a meeting which was duly called and held, at which meeting a majority of
the Board of Directors of the Corporation was present and voted in favor of the
resolutions.

I HEREBY FURTHER CERTIFY that
such resolutions are presently in full force and effect and have not been
amended or revoked. I do further certify that the above persons have been duly
elected and qualified as and, this day are, officers of the Corporation, holding
their respective offices appearing by their names, and that the signatures
appearing opposite their names are the genuine signatures of such persons. IN
WITNESS WHEREOF, this certificate has been executed on     March 3, 1997.
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                                             CERTIFIED TO AND ATTESTED BY:

                                             X /Signed/?
                                              ----------------------------------
                                              *SECRETARY OR ASSISTANT SECRETARY

                                             X
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*Note: In case the Secretary or other certifying officer is designated by the
foregoing resolutions as one of the signing officers, this certificate should
also be signed by a second Officer or Director of the Corporation.





                                       (2)