EXHIBIT 10.70

August 17, 1998

Mr. William L. Stephan

Dear Bill:

In the event that you would be involuntarily terminated
from the Company for any reason other than cause,
("Cause" being defined as illegal activity, gross
negligence, or gross violation of company policy) Datron
Systems Incorporated agrees to pay you twelve months of
severance pay through salary continuance at your then
current rate of pay, exclusive of any incentive or bonus
payments except as may be defined in applicable bonus or
incentive plans in effect at the date of termination.

During your severance period, Datron Systems
Incorporated will continue to provide your medical,
dental, vision, and all life insurance policies in the
manner in which you enjoyed these benefits during
employment.  After the severance period has passed, you
will be eligible to participate in these benefits under
COBRA provisions.

If within the twelve-month period immediately following
your involuntary  termination, you engage in activities
directly competing with Datron Systems Incorporated,
severance benefits described above will cease.

Very truly yours,

/s/D. A. DERBY
Chairman, President and
Chief Executive Officer