Exhibit 99      Audit Committee Charter

                   DATRON SYSTEMS INCORPORATED
                     AUDIT COMMITTEE CHARTER

Role and Independence

The audit committee of the board of directors assists the board in
fulfilling its responsibility for oversight of the quality and integrity
of the accounting, auditing, and reporting practices of the corporation
and such other duties as directed by the board. The membership of the
committee shall consist of three directors who are generally knowledgeable
in financial and auditing matters, including at least one member with
accounting or related financial management expertise. Each member shall be
free of any relationship that, in the opinion of the board, would interfere
with his or her individual exercise of independent judgment. The committee
is expected to maintain free and open communication (including private
executive sessions at least annually) with the independent accountant and
the management of the corporation. In discharging this oversight role, the
committee is empowered to investigate any matter brought to its attention,
with full power to retain outside counsel or other experts for this purpose.
This charter shall be reviewed and updated annually.

Responsibilities

The audit committee's primary responsibilities include:

--  Primary input into the recommendation to the board for the selection and
    retention of the independent accountant that audits the financial
    statements of the corporation. In the process, the committee will
    discuss and consider the auditor's written affirmation that the auditor
    is in fact independent, will discuss the nature and rigor of the audit
    process, receive and review all reports, and will provide to
    the independent accountant full access to the committee (and the board)
    to report on any and all appropriate matters.

--  Review of financial statements including quarterly reports with
    management and the independent auditor. It is anticipated that these
    discussions will include quality of earnings, review of reserves and
    accruals, consideration of the suitability of accounting principles,
    review of highly judgmental areas, audit adjustments whether or not
    recorded, and such other inquiries as may be appropriate.

--  Discussion with management and the auditors of the quality and adequacy
    of the company's internal controls.

--  Discussion with management of the status of pending litigation, taxation
    matters,and other areas of oversight to the legal and compliance area as
    may be appropriate.

--  Reporting on audit committee activities to the full board and issuance
    annually of a summary report (including appropriate oversight conclusions)
    suitable for submission to the shareholders.