SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12

Datum, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:

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2

[DATUM INC LOGO]

9975 TOLEDO WAY
IRVINE, CALIFORNIA 92618

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 14, 2001

To the Stockholders of Datum Inc.:

Please take notice that the Annual Meeting of Stockholders of Datum Inc.
(the "Company") will be held at the DoubleTree Hotel, Irvine Spectrum, 90
Pacifica Avenue, Irvine, California, on Thursday, June 14, 2001, at 10:00 a.m.
local time, for the following purposes:

1. To elect three directors to Class II of the Company's Board of
Directors to serve until the 2003 Annual Meeting of Stockholders; and

2. To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.

At the Annual Meeting, the Board of Directors intends to present Erik H.
van der Kaay, Louis B. Horwitz and Alfred F. Boschulte as the nominees for
election to the Board of Directors.

Only stockholders of record on the books of the Company at the close of
business on May 7, 2001 will be entitled to notice of and to vote at the Annual
Meeting or any adjournment or postponement thereof.

All stockholders are cordially invited to attend the Annual Meeting in
person. A majority of the outstanding shares must be represented at the Annual
Meeting in order to transact business. Consequently, if you are unable to attend
in person, please execute the enclosed proxy and return it in the enclosed
addressed envelope. Your promptness in returning the proxy will assist in the
expeditious and orderly processing of the proxies.

If you return your proxy, you may nevertheless attend the Annual Meeting
and, if you wish, vote your shares in person.

By Order of the Board of Directors,

DATUM INC.

/s/ Robert J. Krist
Robert J. Krist
Secretary

Irvine, California
April 30, 2001

[DATUM INC LOGO]

9975 TOLEDO WAY
IRVINE, CALIFORNIA 92618

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 14, 2001

PROXY STATEMENT

SOLICITATION OF PROXIES

The accompanying proxy is solicited by the Board of Directors of Datum
Inc. (the "Company") for use at the Company's Annual Meeting of Stockholders to
be held at the DoubleTree Hotel, Irvine Spectrum, 90 Pacifica Avenue, Irvine,
California, on Thursday, June 14, 2001 at 10:00 a.m. local time, and at any and
all adjournments or postponements thereof. All shares represented by each
properly executed, unrevoked proxy received in time for the Annual Meeting will
be voted in the manner specified therein. If the manner of voting is not
specified in an executed proxy received by the Company, the proxy will be voted
FOR the election of the nominees to the Board of Directors listed in the proxy.
Any stockholder has the power to revoke his proxy at any time before it is
voted. A proxy may be revoked by delivering a written notice of revocation to
the Secretary of the Company, by presenting at the Annual Meeting a later-dated
proxy executed by the person who executed the prior proxy, or by attendance at
the Annual Meeting and voting in person by the person who executed the proxy.

This Proxy Statement is being mailed to the Company's stockholders on or
about May 7, 2001. The solicitation will be by mail and the cost will be borne
by the Company. Expenses will also include reimbursements paid to brokerage
firms and others for their expenses incurred in forwarding solicitation material
regarding the Annual Meeting to beneficial owners of the Company's Common Stock.
Further solicitation of proxies may be made by telephone or oral communication
with some stockholders by the Company's regular employees who will not receive
additional compensation for the solicitation.

OUTSTANDING SHARES AND VOTING RIGHTS

Only holders of record of the Company's Common Stock outstanding at the
close of business on May 7, 2001 will be entitled to notice of and to vote at
the Annual Meeting or any adjournment or postponement thereof. As of April 23,
2001, there were 6,103,376 shares of Common Stock outstanding. On each matter to
be considered at the Annual Meeting, stockholders will be entitled to cast one
vote for each share held of record on May 7, 2001.

An automated system administered by the Company's transfer agent will
tabulate votes cast at the Annual Meeting. A majority of the shares entitled to
vote, represented in person or by proxy, will constitute a quorum at the Annual
Meeting. Abstentions and broker non-votes are each included in the determination
of the number of shares present and voting for the purpose of determining
whether a quorum is present, and each is tabulated separately. Abstentions will
be treated as shares present and entitled to vote for purposes of any matter
requiring the affirmative vote of a majority or other proportion of the shares
present and entitled to vote. With respect to shares relating to any proxy as to
which a broker non-vote is indicated on a proposal, those shares will not be
considered present and entitled to vote with respect to any such proposal.
Abstentions or broker non-votes or other failures to vote will have no such
effect in the election of directors, who will be elected by a plurality of the
affirmative votes cast.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of April 23, 2001, (i) by each person
(or group of affiliated persons) who is known by the Company to own beneficially
more than five percent of the Company's Common Stock; (ii) by each of the
Company's directors, including the Company's Chief Executive Officer (the
"CEO"); (iii) by each of the four other most highly compensated executive
officers, other than the CEO (collectively the "Named Executive Officers"); and
(iv) by all directors and executive officers as a group. Except as indicated in
the footnotes to this table, the persons named in the table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them, subject to community property laws where applicable.
Unless otherwise indicated, the address of the persons listed below is the
Company's address.

PERCENT OF
OUTSTANDING SHARES OF
COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS (1) OWNED OWNED
- -------------------- ------------ --------------

State of Wisconsin Investment Board 677,600(2) 11.1%
121 East Wilson Street
Madison, WI 53707
Dimensional Fund Advisors Inc. 436,400(3) 7.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Elizabeth A. Fetter, Director 2,500(4) *
G. Tilton Gardner, Director 26,000(4) *
R. David Hoover, Director 21,000(4)(11) *
Louis B. Horwitz, Director 210,423(4)(5) 3.4%
Michael M. Mann, Director 62,000(4)(6) 1.0%
Dan L. McGurk, Director 54,000(4) *
Erik H. van der Kaay, Chief Executive Officer, 165,323(4)(7)(8)(9) 2.7%
President and Chairman of the Board
Paul E. Baia, Vice President 33,485(4)(9) *
Ilan Havered, Vice President 10,430(4)(9) *
Michael J. Patrick, Vice President 15,516(4)(9) *
John (Jack) R. Rice, Vice President 47,153(4)(9) *
All Officers and Directors
as a Group (12 persons) 274,037(10) 10.1%

* Less than 1%

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(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options held by that person
that are currently exercisable or exercisable within 60 days of April
23, 2001 are deemed outstanding. Such shares, however, are not deemed
outstanding for the purposes of computing the percentage ownership of
each other person. To the Company's knowledge, except as set forth in
the footnotes to this table and subject to applicable community property
laws, each person named in the table has sole voting and investment
power with respect to the shares set forth opposite such person's name.
Information with respect to beneficial ownership is based upon the
Company's stock records and data supplied to the Company by the holders.

(2) Based upon Schedule 13G filed with the Securities and Exchange
Commission on April 10, 2001.

(3) Based upon Schedule 13G filed with the Securities and Exchange
Commission on February 2, 2001.

(4) Included in the total number of shares listed are 2,500 shares for Ms.
Fetter, 13,000 shares for Mr. Gardner, 17,000 shares for Mr. Hoover,
62,500 shares for Mr. Horwitz, 21,000 shares for Dr. Mann, 7,000 shares
for Mr. McGurk, 122,500 shares for Mr. van der Kaay, 12,500 shares for
Mr. Patrick and 44,000 shares for Mr. Rice which may be acquired within
sixty days of April 23, 2001 upon exercise of outstanding options.

(5) Includes 5,195 shares held for the account of Mr. Horwitz in the
Company's Savings and Retirement Plan. Does not include 31,000 shares
owned by an adult child of Mr. Horwitz.

(6) Includes 33,000 shares that are subject to shared voting and investment
powers. These shares are owned by Blue Marble Development Group, Inc.
Defined Benefit Pension Plan and Trust, of which Dr. Mann and his spouse
are co-trustees.

(7) Mr. van der Kaay was elected Chairman of the Board of Directors
effective January 1, 2000.

(8) Includes 30,000 shares of restricted Common Stock granted upon
employment. (See "Executive Compensation - Severance and Consulting
Agreements").

(9) Included in the total number of shares listed are 1,325 shares held for
the account of Mr. Van der Kaay in the Company's Savings and Retirement
Plan, 2,323 shares for Mr. Havered, 130 shares for Mr. Krist, 1,181
shares held for the account of Mr. Patrick and 2,720 shares held for the
account of Mr. Rice.

(10) Includes 340,900 shares that may be acquired within sixty days after
April 23, 2001, upon exercise of outstanding options. Also includes
16,075 shares held for the account of officers and directors in the
Company's Savings and Retirement Plan.

(11) Includes 4,000 shares held in trust for Mr. Hoover's spouse, as to which
he disclaims beneficial ownership.

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PROPOSAL 1

ELECTION OF DIRECTORS

The Company's Certificate of Incorporation provides for a classified
Board of Directors. The Board is divided into three classes designated Class I,
Class II and Class III. The term of each director included in Class II expires
at this Annual Meeting and, consequently, the nominees listed below under the
heading "Class II" are being presented for election as directors to hold office
until the Annual Meeting of Stockholders in 2004. The term of office of each
director included in Class I will continue until the Annual Meeting of
Stockholders in 2003. The term of office of each director in Class III will
continue until the Annual Meeting of Stockholders in 2002.

Mr. van der Kaay, Mr. Horwitz and Mr. Boschulte are being presented by
the Board for election as directors to serve as members of Class II until the
Annual Meeting of Stockholders in 2003. Mr. van der Kaay and Mr. Horwitz are
presently serving as directors of the Company. Mr. Dan L. McGurk, who has been
serving as a Class II director, is not standing for re-election to the Board of
Directors this year, and will cease being a director on June 14, 2001. Unless
instructed to the contrary, the shares represented by the proxies will be voted
in favor of the election of Mr. van der Kaay, Mr. Horwitz and Mr. Boschulte as
directors. Although it is anticipated that each nominee will be able to serve as
a director, should any nominee become unavailable to serve, the proxies will be
voted for such other person or persons as may be designated by the Company's
Board of Directors. The persons receiving the highest number of votes will be
elected as directors. Stockholders do not have the right to cumulate votes in
the election of directors.

Certain information as of April 23, 2001 with respect to the three
nominees for election as directors and with respect to each director whose term
of office continues is set forth below.

Name of Individual Age Positions Held
------------------ --- --------------

CLASS I
R. David Hoover 55 Director
Elizabeth A. Fetter 42 Director

CLASS II
Erik H. van der Kaay 60 Chief Executive Officer, President
and Chairman of the Board
Louis B. Horwitz 73 Director
Alfred F. Boschulte 58 Director

CLASS III
G. Tilton Gardner 65 Director
Michael M. Mann 61 Director

Erik H. van der Kaay is President and Chief Executive Officer of Datum
Inc., and, since January 2000, Chairman of the Board. He has been a director of
the Company since his arrival at Datum in 1998. From 1990 to 1998, he held
various positions within Allen Telecom, most recently as Executive Vice
President. Mr. van der Kaay is currently a director of RF MicroDevices and
TranSwitch Corporation.

Alfred F. Boschulte has been Chairman and Chief Executive Officer of
Independent Wireless One, Inc. since September 1998 and President and Chief
Executive Officer of Detecon, Inc. since January 1998. From January 1996 through
December 1997, he served as Managing Director of Exelcomindo, a national
cellular service in Indonesia. From December 1994 through December 1995, Mr.
Boschulte served as

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President of Tomcom, L.P. and from November 1990 through December 1994, he
served as president and Chairman of Nynex Mobile Communications. Mr. Boschulte
is currently a director of TranSwitch Corporation.

Elizabeth A. Fetter has been a director of the Company since March 2000.
She served as Chief Executive Officer of NorthPoint Communications from March
2000 to March 2001 and as President from March 1999 to March 2000. NorthPoint
Communications declared bankruptcy in January 2001. She previously was Vice
President and General Manager of the Consumer Services Group at U.S. West since
1998 and President, Industry Markets for Pacific Bell since 1997. Ms. Fetter is
currently a director of General Magic, Inc., Berbee, Andrew Corporation, San
Francisco State University College of Business Advisory Board, San Francisco
Chamber of Commerce Board and Executive Women's Advisory.

R. David Hoover has been a director of the Company since 1995. He has
been President and Chief Executive Officer, Ball Corporation, since January
2001. He was previously Vice Chairman, President and Chief Operating Officer
from April 2000 to January 2001; Vice Chairman, President and Chief Financial
Officer, January 2000 to April 2000; Vice Chairman and CFO, January 1998 to
January 2000; Executive Vice President and CFO, April 1997 to January 1998;
Executive Vice President CFO and Treasurer, April 1996 to April 1997; Executive
Vice President and CFO, July 1995 to April 1996, all of Ball Corporation. Mr.
Hoover is currently a director of Ball Corporation and of Energizer Holdings,
Inc.

G. Tilton Gardner has been a director of the Company since 1976. Mr.
Gardner is currently a Managing Director of Roth Capital Partners. From February
1993 until January 1998, he was Executive Vice President of Van Kasper &
Company, an investment banking firm.

Louis B. Horwitz was Chairman of the Board from 1976 through 1999. Upon
joining the Company in October 1976, through April 1998, Mr. Horwitz served as
President and Chief Executive Officer. Prior to joining the Company, he was an
independent management consultant and an Executive Vice President of Xerox Data
Systems. Mr. Horwitz became a member of the Datum Board of Directors in 1975.

Michael M. Mann is the President of Blue Marble Development Group, Inc.,
the Chairman of Management Technology, Inc., and an outside director of several
closely held companies in the technology, health services and consumer goods
sectors. Dr. Mann is an adjunct professor of Industrial and Systems Engineering
at the University of Southern California, serves as a chair with the TEC, and is
a member of the Board of Examiners of the Malcolm Baldridge National Quality
Award. He joined the Datum Board of Directors in 1989.

The Board of Directors met four times meetings and had two telephonic
meetings during the fiscal year ended December 31, 2000. Each director attended
at least 75% of all Board meetings and meetings of Committee on which that
director served. Each member of the Board of Directors received $1,000 per month
during the fiscal year ended December 31, 2000 for his services as a director.
In addition, each other non-employee member of the Board of Directors received
$1,000 for each meeting attended and $500 for each meeting of a committee of the
Board attended by that director, other than committee meetings held in
conjunction with meetings of the Board of Directors. In addition, under the
Company's 1994 Stock Incentive Plan, each incumbent director who was not an
employee of the Company was automatically granted a non-qualified option to
purchase 2,500 shares of the Company's Common Stock on the first business day of
calendar year 2000. Such options (i) have an exercise price equal to the fair
market value of the Common Stock on the date of grant, (ii) vest in full one
year from the date of grant and (iii) have a ten year term.

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The Board of Directors has an Audit Committee, a Compensation Committee,
a Nominating Committee, and an Executive Committee.

The principal duties of the Audit Committee are (i) to recommend to the
Board of Directors the selection of the Company's independent accountants, (ii)
to discuss and review with the Company's independent accountants the audit plan,
the auditors' report and management letter and the Company's accounting policies
and (iii) to review the accounting procedures and internal control procedures
recommended by the Company's independent accountants. The Audit Committee held
two meetings during the year ended December 31, 2000. The Audit Committee is
comprised of Messrs. Hoover (Chairman) and McGurk, and Ms. Fetter. In April
2000, the Company adopted a new charter for the Audit Committee, in accordance
with recently released SEC and NASDAQ rules, which charter is included with this
proxy statement as Appendix A.

The principal duties of the Compensation Committee are (i) to administer
and approve the annual compensation rates of all officers and key employees of
the Company, (ii) to administer the incentive compensation, stock award, stock
option and other compensation plans of the Company and (iii) to make
recommendations to the Board in connection with such plans. The Compensation
Committee held two meetings during the year ended December 31, 2000. The
Compensation Committee is comprised of Messrs. Gardner (Chairman), Mann, McGurk
and Ms. Fetter.

The principal duties of the Nominating Committee are (i) to conduct
reviews of the qualifications of candidates proposed for membership on the
Company's Board of Directors, and (ii) to make recommendations to the Board of
Directors based on such reviews. The Nominating Committee was formed following
the June 1998 meeting of the Board of Directors. The Nominating Committee held
one meeting during the year ended December 31, 2000. The Nominating Committee is
comprised of Messrs. Mann (Chairman), Hoover and van der Kaay.

The principal duty of the Executive Committee is to serve as an advisory
board to assist the Company's Chief Executive Officer. The Executive Committee
was formed during the third quarter of 1999, and meet twice during the year
ending December 31, 2000. The Executive Committee is comprised of Messrs.
Horwitz (Chairman), van der Kaay, Mann and McGurk.

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EXECUTIVE COMPENSATION

The following table sets forth summary information concerning
compensation of the Chief Executive Officer and the Named Executive Officers for
services rendered to the Company in all capacities during the three fiscal years
ended December 31, 2000, 1999 and 1998.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION AWARDS
-----------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES ALL OTHER
------------------------- STOCK UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) AWARDS ($) (1) OPTION (#) ($) (2)
- --------------------------- ---- ---------- --------- --------------- ------------ ------------

Erik H. van der Kaay (3) 2000 325,000 100,000 30,000 7,688
President, Chief Executive 1999 325,563 -0- 50,000 8,907
Officer and 1998 243,750 100,000 412,500 120,000 90,535
Chairman of the Board

Louis B. Horwitz (4) 2000 -0- -0- 2,500 117,500
President, Chief Executive 1999 -0- -0- 2,500 150,000
Officer and 1998 188,781 -0- 30,000 139,889
Chairman of the Board

Michael J. Patrick (5) 2000 174,711 287,500 10,000 4,787
Vice President of Datum Inc. 1999 149,540 32,000 10,000 4,800
and President of Datum - Irvine 1998 85,565 30,000 15,000 50,559

John (Jack) R. Rice 2000 195,750 187,000 10,000 7,277
Vice President of Datum Inc. 1999 199,592 77,580 10,000 4,800
and President of Datum - Austin 1998 180,000 96,500 10,500 5,863

Paul E. Baia 2000 149,809 130,800 10,000 4,914
Vice President of Datum Inc. 1999 141,094 14,000 10,000 2,749
and President Datum TT&M 1998 130,000 15,600 5,000 3,969

Ilan Havered (6) 2000 119,423 75,000 10,000 2,581

(1) Amount shown represents 30,000 shares of Restricted Stock granted April
6, 1998, with a market value of $13.75 per share. The Restricted Stock
vests over seven years with provisions for accelerated vesting if
certain financial conditions are met. To date, 9,000 shares have vested
in accordance with these acceleration provisions.

(2) Amounts shown represent Company contributions under the Company's
Savings and Retirement Plan for the listed executives. The amount for
Mr. van der Kaay for 1998 includes $87,160 for reimbursed relocation
expenses. The amount for Mr. Patrick for 1998 includes $48,150 for
reimbursed relocation expenses.

(3) Mr. van der Kaay was elected Chief Executive Officer, President and
Director effective April 6, 1998. Mr. van der Kaay was elected Chairman
of the Board January 1, 2000.

(4) Salary amounts for Mr. Horwitz include director's fees of $7,000 in
1998. Mr. Horwitz resigned as President and Chief Executive Officer on
July 31, 1998. The amounts shown for Mr. Horwitz also include
non-employee director's fees of $17,500, $50,000 and $20,833 for the
years 2000, 1999 and 1998, respectively, and management fees of
$100,000, $100,000 and $41,667 earned after retirement for the years
2000, 1999 and 1998, respectively.

(5) Mr. Patrick began his employment with the Company May 4, 1998.

(6) Mr. Havered was elected Vice President on June 8, 2000.

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OPTION MATTERS

Option Grants. The following table sets forth certain information
concerning grants of options to each of the Company's Named Executive Officers
during the fiscal year ended December 31, 2000. In addition, in accordance with
the rules and regulations of the Securities and Exchange Commission, the
following table sets forth the hypothetical gains or "option spreads" that would
exist for the options. Such gains are based on assumed rates of annual compound
stock appreciation of 5% and 10% from the date on which the options were granted
over the full term of the options. The rates do not represent the Company's
estimate or projection of future Common Stock prices and no assurance can be
given that the rates of annual compound stock appreciation assumed for the
purposes of the following table will be achieved.

OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
----------------------------------------------------------------- ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION -------------------------
NAME GRANTED (#) FISCAL YEAR (1) PRICE ($/SH) DATE (2) 5% ($) 10% ($)
- ---- ----------- --------------- ------------ ---------- -------- -------

Erik H. van der Kaay 30,000 8.6 20.125 4/3/2010 379,695 962,222
Michael J. Patrick 10,000 2.9 20.125 4/3/2010 126,565 320,741
John (Jack) R. Rice 10,000 2.9 20.125 4/3/2010 126,565 320,741
Paul E. Baia 10,000 2.9 20.125 4/3/2010 126,565 320,741
Ilan Havered 10,000 2.9 20.125 4/3/2010 126,565 320,741

(1) Options to purchase an aggregate of 348,750 shares of Common Stock were
granted to employees, including the Named Executive Officers during the
fiscal year ended December 31, 2000.

(2) Options granted have a term of 10 years, subject to earlier termination
in certain events related to termination of employment. Options become
exercisable in four equal annual installments from date of grant.

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Option Exercises. The following table sets forth certain information
concerning the exercise of options by each of the Company's Named Executive
Officers during the fiscal year ended December 31, 2000, including the aggregate
value of gains on the date of exercise. In addition, the table includes the
number of shares covered by both exercisable and unexercisable stock options as
of December 31, 2000. Also reported are the values for "in the money" options
which represent the positive spread between the exercise prices of any such
existing stock options and the fiscal year end price of the Company's Common
Stock ($22.125 per share).

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR-END (#) FISCAL YEAR-END ($)
ACQUIRED VALUE ----------------------------- ------------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ ----------- -------------- ----------- -------------

Erik H. van der Kaay -0- -0- 72,500 127,500 694,688 1,139,063
Michael J. Patrick -0- -0- 10,000 25,000 123,050 218,675
John (Jack) R. Rice -0- -0- 35,250 25,250 411,124 170,184
Paul E. Baia 5,000 50,975 22,675 22,500 188,486 152,653
Ilan Havered -0- -0- 4,975 16,500 68,573 109,079

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors has the
responsibility for administering and approving compensation programs involving
the Company's senior executives, including the Named Executive Officers.
Compensation may include a base salary, a variable incentive bonus, stock
options and/or stock grants. The Committee is composed of three independent,
non-employee directors.

The Company's executive compensation program is based upon the following
principles:

- There must be an appropriate correlation that provides a direct
tie between each executive's compensation and long-term
stockholder value.

- Compensation in all forms must be related to both the Company's
overall results and the individual's performance in the
execution of his or her responsibilities.

- There must be a balance between cash incentive and equity
compensation.

- Compensation is designed to fall in the median to high range of
that paid to comparable executives in other similarly sized
corporations, with particular dependence placed upon salaries
listed in the surveys annually published by the American
Electronics Association (the "Surveys"). Some, but not all, of
the companies included in the Surveys are included in the
Performance Graph on page 14 of this Proxy Statement.

- Each compensation package must be designed to attract, retain
and motivate appropriate executives.

In applying the above principles to its review of an executive officer's
compensation, the Committee subjectively reviews the performance of each
executive officer but does not assign relative weights to any of the principles.

The Company has not, and does not expect to, pay any compensation for
which an expense deduction would be disallowed under Section 162(m) of the
Internal Revenue Code of 1986, as amended, relating to the limitation of the
deduction of compensation in excess of $1,000,000 to

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certain executive officers of publicly held companies. Any award under the
Company's 1994 Stock Incentive Plan should be deemed performance-based
compensation and, accordingly, should not be included in the calculation of an
executive officer's compensation in determining the applicability of Section
162(m).

The process of determining executive officer compensation for 2000,
including the Chief Executive Officer's compensation to the extent not set
contractually, was based upon the Company's 2000 results after consideration of
the factors described above, and may be summarized as follows:

- In March 2001 the Company's Chief Executive Officer presented a
detailed analysis of the Company's performance for 2000
including a review of each of the operating divisions, and an
analysis of each executive officer's performance in affecting
the overall results. Consideration was given to net operating
income, economic value added, growth, and development of new
products. In addition, actual operating results, for each
executive, were compared to specific assigned objectives which
had been provided to them in written form early in 2000.

- Using this information as a basis of performance, and
considering the available comparable compensation information in
the Surveys, the Chief Executive Officer prepared
recommendations for modification to each subordinate executive
officer's compensation package.

- On March 12, 2001, and March 16, 2001, the Compensation
Committee met to analyze the information prepared for its review
and considered the recommendations of the Chief Executive
Officer with regard to all executive officer salaries, except
that of the Chief Executive Officer.

- After in-depth discussion and consideration of the information,
the Committee examined three aspects of each executive officer's
compensation:

- Base pay and modification, if any.

- Incentive consideration, if any.

- Stock options and stock awards, if any.

- After review of the available data and comparable incentive
packages, the Compensation Committee adjusted salaries for the
Company's officers, awarded a bonus for 2000 based upon
individual performance to each of the officers, and granted
additional stock options to the officers, consistent with the
Company's desire to provide a balance of current income and
long-term performance-based incentive.

- The Committee then considered these matters for the Chief
Executive Officer in his absence. After discussion and
consideration of the Company's performance, the Committee
awarded a bonus of $100,000, a restricted stock award of 25,000
shares and stock options for 30,000 shares. Mr. van der Kaay's
base salary was increased to $400,000 per annum.

- The Committee then discussed the requirement to again establish
clear and defined objectives for 2001 for each of the Company's
officers. The Chairman stated that these objectives would be
submitted in written form for review by the Compensation
Committee.

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14

The members of the Compensation Committee believe the Company's
compensation programs are consistent with the Company goals and have been
applied in a fair and even-handed manner in the best interests of the Company
and its stockholders.

Members of the Compensation Committee:

Dan L. McGurk, Chairman
G. Tilton Gardner
Michael M. Mann

Notwithstanding anything to the contrary set forth in the Company's previous
filings under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, that might incorporate future filings, including this
Proxy Statement, in whole or in part, the foregoing Report and the performance
graph on page 14 shall not be incorporated by reference into any such filings.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. McGurk, Gardner and Mann comprised the Compensation Committee
for the fiscal year ended December 31, 2000. No person who served as a member of
the Compensation Committee was, during the past fiscal year, an officer or
employee of the Company or any of its subsidiaries, or had any relationship
requiring disclosure herein. No executive officer of the Company served as a
member of the Compensation Committee (or any other Board committee performing
equivalent functions or, in the absence of any such committee, the entire Board
of Directors) of another entity, one of whose executive officers served as a
director of the Company.

BOARD AUDIT COMMITTEE REPORT

The Board of Directors has an Audit Committee which oversees Datum's
accounting and financial functions, including matters relating to the
appointment and activities of Datum's independent auditors. The Audit Committee
regularly discusses with management and the outside auditors the financial
information developed by Datum, Datum's systems of internal controls and its
audit process. The Audit Committee recommends to the Board each fiscal year the
appointment of the independent auditors and reviews periodically the auditors'
performance and independence from management. The Audit Committee met with the
independent auditors (both with and without the presence of Datum's management)
to review and discuss the matters required to be discussed by Statement of
Accounting Standards 61 (Codification of Statements on Auditing Standards),
including various matters pertaining to the audit, including Datum's financial
statements, the report of the independent auditors on the results, scope and
terms of their work, and their recommendations concerning the financial
practices, controls, procedures and policies employed by Datum.

The Board of Directors has adopted a written charter for the Audit
Committee setting out the audit related functions the committee is to perform. A
copy of the charter is attached to this proxy statement as Appendix A. This
year, the Audit Committee reviewed Datum's audited financial statements and met
with both management and PricewaterhouseCoopers LLP, Datum's independent
auditors, to discuss those financial statements. Management has represented to
the Audit Committee that the financial statements were prepared in accordance
with generally accepted accounting principles.

The Audit Committee has received from and discussed with
PricewaterhouseCoopers LLP the written disclosure and the letter required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees).

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15

Based on these reviews and discussions the Audit Committee recommended
to the Board of Directors that Datum's audited financial statements be included
in its Annual Report on Form 10-K for the fiscal year ended December 31, 2000.

Datum's Audit Committee has determined that the provision of the
services provided by PricewaterhouseCoopers LLP as set forth herein are
compatible with maintaining the independence of PricewaterhouseCoopers LLP.

The Audit Committee consists of Messrs. Hoover and McGurk, and Ms.
Fetter, each of whom is "independent" as defined in Rule 4200(a)(14) of the
Nasdaq listing standards. That is, the Board of Directors has determined that
none of the committee members has a relationship to Datum that may interfere
with his independence from Datum and its management.

Audit Committee:

R. David Hoover, Chairman
Dan L. McGurk
Elizabeth A. Fetter

FEES OF INDEPENDENT AUDITORS PRICEWATERHOUSECOOPERS LLP

AUDIT FEES

The aggregate fees billed by PricewaterhouseCoopers for professional
services rendered for the audit of Datum's annual financial statements for the
fiscal year ended December 31, 2000 and for the review of the financial
statements included in Datum's Forms 10-Q for the fiscal year ended December 31,
2000 were $247,000, $99,900 of which was billed in 2000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no fees billed by PricewaterhouseCoopers for financial
information systems design and implementation professional services for the
fiscal year ended December 31, 2000.

ALL OTHER FEES

The aggregate fees billed by PricewaterhouseCoopers for services other
than those described above for the fiscal year ended December 31, 2000 were
$198,954.

PERFORMANCE GRAPH

This graph compares the Company's cumulative total return to
stockholders during the past five years with that of the NASDAQ Market Index and
the S&P Communications Equipment Index published by Media General Financial
Services, Inc. (a list of the companies comprising the S&P Communications
Equipment Index will be sent to any shareholder upon request).

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16

COMPARE 5 YEAR CUMULATIVE TOTAL, RETURN AMONG DATUM INC.,
NASDAQ MARKET INDEX AND S&P GROUP INDEX (1)

FISCAL YEAR ENDING

COMPANY/INDEX/MARKET 12/29/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
-------- -------- -------- -------- -------- --------

Datum Inc. 100.00 164.63 139.63 64.02 93.90 215.85

Communications Equipment 100.00 117.12 152.59 268.78 590.25 258.09

NASDAQ Market Index 100.00 124.27 152.00 214.39 378.12 237.66

(1) Assumes $100 invested on January 1, 1996 and assumes dividends
reinvested.

EMPLOYMENT, SEVERANCE AND CONSULTING AGREEMENTS

In connection with the appointment of Erik H. van der Kaay as President
and Chief Executive Officer of the Company, the Company entered into an
employment agreement (the "Employment Agreement") with Mr. van der Kaay
effective April 6, 1998. The Employment Agreement provides that Mr. van der Kaay
will serve as President and Chief Executive Officer and, so long as he is
employed under the Employment Agreement, the Company will nominate and recommend
his election as a member of the Board of Directors. The Employment Agreement
provides for an annual base salary of $325,000, which shall be reviewed annually
by the Compensation Committee. In March 2001 the Compensation Committee
increased Mr. van der Kaay's base salary to $400,000. Mr. van der Kaay is also
entitled to participate in other management incentive compensation plans. In
connection with his employment, Mr. van der Kaay was granted options to purchase
120,000 shares of Common Stock under the Company's 1994 Stock Incentive Plan.
The options have an exercise price of $13.75, the fair market value on April 6,
1998, and vest in four equal annual installments. In addition, Mr. van der Kaay
was granted 30,000 shares of Common Stock under the 1994 Stock Incentive Plan,
which are subject to forfeiture in the event his employment with the Company is
terminated. Such shares will vest, and become non-forfeitable, over seven years,
with vesting accelerated upon certain events. To date, 9,000 shares have vested
in accordance with these acceleration provisions. In the event Mr. Van der Kaay
is terminated by the Company without cause within the first twelve months, he is
entitled to severance pay equal to his then current monthly salary times the
number of months from the date of termination to the end of twenty-four months
following April 6, 1998. In the event such termination is twelve or more months
following April 6, 1998, the severance amount equals his monthly salary times
twelve.

On October 9, 1992, the Company entered into a consulting agreement with
Mr. Horwitz (the "Consulting Agreement"). The Consulting Agreement provides for
consulting services to be provided commencing on the retirement of Mr. Horwitz
as an officer and employee of the Company and continues for twelve months
thereafter and may be renewed at the Company's option for successive additional
twelve month periods or any portion thereof. The initial term of the Consulting
Agreement commenced in August 1998. In the event of a "change of control" of the
Company (as defined in the Executive Agreement) while the Consulting Agreement
is in force, the term will be extended for a period of ten years from
commencement. Under the Consulting Agreement, Mr. Horwitz is to provide such
advice and consultation as the Company requests, including with respect to
strategic planning, management, financial analysis, product planning and other
corporate matters. As compensation, Mr. Horwitz will be paid $8,333.33 per day,
plus travel expenses, and will be guaranteed a minimum of twelve days of service
per year. In the event of death or disability prior to the end of the term of
the Consulting Agreement, or any renewal term, and prior to a change of

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control of the Company, Mr. Horwitz, or his estate, shall be entitled to an
amount equal to the fee for twelve days of consulting. In the event of death or
disability after a change of control which results in an extension of the term,
Mr. Horwitz, or his estate, will be entitled to the minimum annual payments for
the balance of the term. The Consulting Agreement provides that it will be
binding on successors on the Company's business.

Effective October 29, 1999, the Company entered into Severance
Compensation Agreements with Erik van der Kaay, Paul Baia, Michael Patrick and
Jack Rice, the Company's executive officers. The Severance Compensation
Agreements are intended to encourage the Company's executive officers to
continue to provide the Company with their best efforts in the circumstance that
a change in control of the Company is proposed. Each of the Severance
Compensation Agreements have a three year term commencing upon a "change in
control" (as defined) of the Company, and provide that if the executive is
terminated within two years of a change in control (other than through the
executive's death, disability, retirement, termination for "cause" or
resignation without "good reason" (both terms as defined)), the executive shall
be entitled to a severance payment equal to the sum of (a) the executive's
highest base salary in effect during the twelve months leading up to the change
in control; and (b) the executive's incentive compensation bonus for the year in
which the termination takes place, calculated as though all performance criteria
with respect thereto had been met; such sum to be multiplied by (i) in the case
of Mr. van der Kaay, 2.99; and (ii) in the case of Messrs. Baia, Patrick and
Rice, 1.0. The Severance Compensation Agreements also provide that all unvested
options or restricted stock held by the executive shall vest as of such
termination, and that the executive shall continue to be eligible to receive the
health and insurance benefits he was receiving as of such termination until the
earlier to occur of one year and the date the executive is covered by benefits
offered by a new employer.

On February 17, 2000, the Company and Mr. Waguespack entered into a
Consulting Agreement, pursuant to which Mr. Waguespack would provide consulting
services to the Company with respect to its international sales efforts for a
three year term following Mr. Waguespack's retirement on May 1, 2000. The
Consulting Agreement provides for monthly compensation of $3,000 plus $1,000 per
day that Mr. Waguespack is required to travel in connection with providing such
consulting services. The Consulting Agreement also provides that, through the
term of the Consulting Agreement, the Company will continue to extend to Mr.
Waguespack and his spouse substantially the same health and insurance benefits
they received prior to Mr. Waguespack's retirement, and that Mr. Waguespack's
unvested stock options shall continue to vest during the term of the Consulting
Agreement on the same schedule as if Mr. Waguespack was still an employee of the
Company.

Effective December 8, 2000, the Company entered into a Severance
Compensation Agreement with Robert J. Krist, the Company's Chief Financial
Officer. The Severance Compensation Agreement is intended to encourage Mr. Krist
to continue to provide the Company with his best efforts in the circumstance
that a change in control of the Company is proposed. The Severance Compensation
Agreement has a three year term commencing upon a "change in control" (as
defined) of the Company, and provide that if he is terminated within two years
of a change in control (other than through the executive's death, disability,
retirement, termination for "cause" or resignation without "good reason" (both
terms as defined)), he shall be entitled to a severance payment equal to the sum
of (a) his highest base salary in effect during the twelve months leading up to
the change in control; and (b) his incentive compensation bonus for the year in
which the termination takes place, calculated as though all performance criteria
with respect thereto had been met; such sum to be multiplied by 2.0. The
Severance Compensation Agreement also provides that all unvested options or
restricted stock held by Mr. Krist shall vest as of such termination, and that
he shall continue to be eligible to receive the health and insurance benefits he
was receiving as of such

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termination until the earlier to occur of one year and the date he is covered by
benefits offered by a new employer.

COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934

To the Company's knowledge, based solely on review of copies of reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended December 31, 2000, all Section 16(a)
filing requirements applicable to its officers, directors and greater than
ten-percent beneficial owners were satisfied, except that Dan L. McGurk filed a
Form 4 late and the Corporate Controller, acting as the Interim Chief Financial
Officer for a longer period than expected, was late in filing a Form 3.

INDEPENDENT ACCOUNTANTS

The firm of PricewaterhouseCoopers LLP, the Company's independent
accountants for the fiscal year ended December 31, 2000, was selected by the
Board of Directors, upon recommendation of the Audit Committee of the Board of
Directors, to act in the same capacity for the fiscal year ending December 31,
2001.

Representatives of PricewaterhouseCoopers LLP are expected to be present
at the Annual Meeting and they will be given an opportunity to make a statement
if they so desire and respond to appropriate questions.

STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

All proposals of stockholders intended to be presented at the Company's
2002 Annual Meeting of Stockholders must be directed to the attention of the
Secretary of the Company, at the address of the Company set forth on the first
page of this Proxy Statement before January 1, 2002, if they are to be
considered for possible inclusion in the Proxy Statement and form of proxy used
in connection with the meeting. Notice should be sent to the attention of the
Secretary of the Corporation and must contain specified information concerning
the matters to be brought before such meeting and concerning the stockholder
proposing such matters. In order to curtail controversy as to the date on which
a proposal was received by the Corporation, it is suggested that proponents
submit their proposals by Certified Mail, Return Receipt Requested.

With respect to stockholder proposals intended to be presented at the
2002 Annual meeting but which are not included in the related proxy statement,
if a proponent of a proposal fails to notify the Company at least 45 days prior
to the current year's anniversary of the date of mailing of the prior year's
proxy statement, then the Company will be allowed to use its discretionary
voting authority when the proposal is raised at the meeting, without any
discussion of the matter in the proxy statement. With respect to the Company's
2001 Annual Meeting of Stockholders, if the Company was not provided notice of a
stockholder proposal, which the stockholder has not previously sought to include
in the Company's proxy statement, by January 1, 2001, the Company will be
allowed to use its voting authority as outlined.

ANNUAL REPORT

The Company's Annual Report to Stockholders containing audited balance
sheets as of the years ended December 31, 2000, and 1999, and audited statements
of operations and changes of cash

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19

flows for the three years ended December 31, 2000, accompanies this Proxy
Statement. The Annual Report is not to be regarded as proxy soliciting material
or as a communication by means of which any solicitation is to be made.

OTHER MATTERS

At the time of the preparation of this Proxy Statement, the Board of
Directors knows of no other matter which will be acted upon at the Annual
Meeting. If any other matters are properly presented properly for action at the
Annual Meeting or at any adjournment or postponement thereof, the persons named
in the enclosed form of proxy will have discretion to vote on such matters in
accordance with their best judgment.

By Order of the Board of Directors,

DATUM INC.

/s/ Robert J. Krist
Robert J. Krist
Secretary

Irvine, California
April 30, 2001

COPIES OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000 WILL BE PROVIDED TO
STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SECRETARY, DATUM INC.,
9975 TOLEDO WAY, IRVINE, CALIFORNIA 92618.

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APPENDIX A

DATUM INC.
AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE PURPOSE

The Audit Committee is appointed by and reports to the Board of
Directors to assist the Board in monitoring (1) the integrity of the Company's
financial reporting process and systems of internal controls regarding finance
and accounting, (2) the compliance by the Company with legal and regulatory
requirements, (3) the independence and performance of the Company's external
auditors.

The Audit Committee shall have direct access to the independent auditors
and shall have the authority to retain special legal, accounting or other
consultants as it deems necessary to advise the Committee. The Audit Committee
may request any officer or employee of the company or the Company's outside
counsel or independent auditor to attend a meeting of the committee or to meet
with any members of, or consultants to, the committee.

The Audit Committee shall make regular reports to the Board.

AUDIT COMMITTEE COMPOSITION AND MEETINGS

Audit Committee members shall be appointed by the Board. If an Audit
Committee Chair is not designated or present, the members of the Committee may
designate a Chair by majority vote of the Committee membership.

The Audit Committee shall be comprised of three (3) or more directors as
determined by the Board, all of whom shall meet the independence and experience
requirements of the Nasdaq Stock Market and shall be free from any relationship
that would interfere with the exercise of his or her independent judgment.

All members of the Audit Committee shall have a basic understanding of
finance and accounting and be able to read and understand fundamental financial
statements. At least one shall have employment experience in accounting or
related financial management experience.

The Committee shall meet at least twice annually, or more frequently as
circumstances dictate. The Audit Committee Chair shall prepare and/or approve an
agenda in advance of each meeting. The Committee should meet privately in
executive session at least annually with the independent auditors, and as a
committee to discuss any matters that the Committee or each of these groups
believe should be discussed. In addition, the Committee, or least its Chair,
will communicate with management and the independent auditors quarterly to
review the Company's financial statements and significant findings based upon
the auditors limited review procedures.

AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES

The Audit Committee shall:

1. Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.

2. Review the annual audited financial statements prior to filing
and discuss with management and the independent auditors major
issues regarding accounting and auditing principles and
practices, changes in principles and practices, judgments made,

18
21

the adequacy of internal controls, and any other significant
issues regarding accounting principles, practices and judgments.
Consider the independent auditors' judgments about the quality
and appropriateness of the Company's accounting principles as
applied in its financial reporting.

3. Discuss any items required to be communicated by the independent
auditors in accordance with SAS 61. The Chair of the Committee
may represent the entire Audit Committee for purposes of this
review.

4. Meet periodically with management to review the Company's major
financial risk exposures and the steps management has taken to
monitor and control such exposures.

5. Recommend to the Board the appointment of the independent
auditor, approve the fees to be paid and evaluate their
performance. The audit firm is ultimately accountable to the
Board and the Audit committee as representatives. Review
periodic reports of the independent auditor regarding the
auditor's independence consistent with current standards and
annually discuss such performance and reports with the auditor
and the full Board and recommend to the Board the appointment of
the auditors or approve the discharge of the auditors when
circumstances warrant.

6. On an annual basis, review and discuss with the independent
auditors all significant relationships they have with the
Company that could impair the auditors' independence. Review the
independent auditors audit plan -- discuss scope, staffing,
locations, reliance upon management, and internal audit and
general audit approach.

7. Review with the independent auditor any problems or difficulties
the auditor may have encountered and any management letter
provided by the auditor and the Company's response to that
letter. Such review should include any restrictions on the scope
of activities or access to required information.

8. Approve the report required by the rules of the Securities and
Exchange Commission to be included in the Company's annual proxy
statement and such report shall include the following:

a. That the Audit Committee has reviewed and discussed with
management the audited financial statement.

b. That the Audit Committee has discussed the financial
statements with its independent auditors regarding the
matters covered by AICPA SAS No. 61 as well as the
independence of the auditors.

c. That the Board has adopted a written Audit Committee
charter and that a copy will be attached to the proxy
statement at least once every three years.

9. That the members of the Audit Committee are independent.

10. Advise the Board with respect to the Company's policies and
procedures regarding compliance with applicable laws and
regulations.

11. Review with the Company's outside counsel legal matters that may
have a material impact on the financial statements, the
Company's compliance policies and any material reports or
inquiries received from regulators or governmental agencies.

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22

12. Meet at least twice annually with the chief financial officer
and the independent auditor.

13. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Committee or the
Board deems necessary or appropriate.

14. Maintain minutes of meetings and periodically report to the
Board on significant results of the foregoing activities.

While the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
auditing or determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
ensure compliance with laws and regulations.

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PROXY

DATUM INC.

[Datum Logo]

9975 TOLEDO WAY
IRVINE, CALIFORNIA 92618

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Erik H. van der Kaay and Robert J. Krist as
Proxies, each with the power to appoint his substitute, and hereby authorizes
each of them to represent and to vote, as designated on the reverse side, all
the shares of Common Stock of Datum Inc. held of record by the undersigned on
May 7, 2001, at the Annual Meeting of Stockholders to be held on June 14, 2001
and at any adjournment or postponement thereof.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

- --------------------------------------------------------------------------------
/ FOLD AND DETACH HERE /

Please mark [X]
your votes as
indicated in
this example

COMMON STOCK

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES LISTED BELOW.

FOR ALL
nominees
listed
(except as WITHHOLD
indicated AUTHORITY
to the to vote for
contrary all nominees
hereon) listed FOR AGAINST ABSTAIN

1. Election of Directors to Class II: [ ] [ ] [ ] [ ] [ ]

INSTRUCTION: To withhold authority to vote for 2. In their discretion, the Proxies are authorized to vote
an individual nominee, write that nominee's name upon such other business as may properly come before the
in the space provided below: meeting or any adjournment or postponement thereof.

Please date this Proxy and sign it exactly as your name or
------------------------------------------------ names appear below. When shares are held by joint tenants,
both should sign. When signing as an attorney, executor,
administrator, trustee or guardian, please give full title as
such. If shares are held by a corporation, please sign in full
corporate name by the President or other authorized director.
If shares are held by a partnership, please sign in
partnership name by an authorized person.

Erik H. Vander Kaay, Louis B. Horwitz PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
and Alfred F. Boschulte USING THE ENCLOSED ENVELOPE. IF YOUR ADDRESS IS INCORRECTLY
SHOWN, PLEASE PRINT CHANGES.

All other proxies heretofore given by the undersigned to vote
shares of stock of Datum Inc., which the undersigned would be
entitled to vote if personally present at the Annual Meeting
or any adjournment or postponement thereof, are hereby
expressly revoked.

Signature: Signature if held jointly Dated: , 2001
--------------------------------------- ---------------------------- ---------

- --------------------------------------------------------------------------------------------------------------------------------
/ FOLD AND DETACH HERE /