EXHIBIT (a)(34)

                           DATRON SYSTEMS INCORPORATED

                    AMENDMENT TO EMPLOYEE STOCK PURCHASE PLAN

         THIS AMENDMENT is made as of June 24 2001 by DATRON SYSTEMS
INCORPORATED, a Delaware corporation (the "COMPANY").

         WHEREAS, Section 11 of the Company's Employee Stock Purchase Plan (the
"Plan") provides that the Company's Board of Directors may amend the Plan;

         WHEREAS, subsection 10(a) of the Plan provides that outstanding rights
to purchase shares of the Company's common stock (the "Company's Common Stock")
under the Plan may be assumed by any surviving or acquiring corporation, as
determined by the Board or committee, as applicable, in its sole discretion, in
connection with, among other things, a merger, reverse merger or an acquisition
by any person, entity or group of the beneficial ownership of securities of the
Company representing at least fifty percent (50%) of the combined voting power
entitled to vote in the election of directors; and

         WHEREAS, the Company desires to amend the Plan to provide for an
automatic assumption, and in certain cases reassumption, of outstanding purchase
rights under the Plan and subsequent termination of the Plan in connection with
certain corporate transactions as provided below.

         NOW, THEREFORE, the Company hereby amends the Plan as provided below:

                                    AMENDMENT

1.       AMENDMENT OF THE PLAN.

         1.1 A new subparagraph 10(b)(i) of the Plan is hereby added as follows:

             "10(b)(i) ASSUMPTION. Reference is made to the Agreement and Plan
             of Merger and Reorganization by and among The Titan Corporation, a
             Delaware corporation ("Parent"); Gem Acquisition Corp., a Delaware
             corporation ("Merger Sub"); and the Company, dated as of June 24,
             2001, as it may be amended from time to time (the "MERGER
             AGREEMENT"). All capitalized terms used in this subparagraph
             10(b)(i) and in subparagraph 10(b)(ii) shall have the meanings
             given to them in the Merger Agreement unless otherwise defined
             herein. At the Offer Acceptance Time (and without any further
             action on the part of any Person) the purchase rights then
             outstanding under the Plan (the "PURCHASE RIGHTS") with respect to
             Company Common Stock shall be assumed by Parent and shall be
             automatically converted into and become rights with respect to
             Parent Common Stock, and such assumption and conversion of the
             Purchase Rights shall be in accordance with the terms and
             conditions (as in effect as of the date of the Merger Agreement) of
             the


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             Plan and Offering document thereunder. From and after the Offer
             Acceptance Time, except as specifically provided otherwise in
             subsection 10(b)(ii) below, (i) each Purchase Right assumed by
             Parent may be exercised solely for shares of Parent Common Stock on
             the applicable Purchase Date under the Plan, (ii) the number of
             shares of Parent Common Stock subject to all Purchase Rights shall
             be equal to the number of shares of Company Common Stock subject to
             such Purchase Rights immediately prior to the Offer Acceptance Time
             multiplied by the Exchange Ratio, rounding down to the nearest
             whole share, (iii) the per share purchase price under each such
             Purchase Right shall be appropriately adjusted as of the applicable
             Purchase Date by dividing the per share purchase price under such
             Purchase Right by the Exchange Ratio and rounding up to the nearest
             cent, and (iv) any restriction on the exercise of any such Purchase
             Right shall continue in full force and effect and all other terms
             and conditions of such Purchase Rights (other than the right to
             acquire Company Common Stock) shall otherwise remain unchanged;
             PROVIDED, HOWEVER, that each Purchase Right assumed by Parent in
             accordance with this subparagraph 10(a)(i) shall, in accordance
             with its terms, be subject to further adjustment as appropriate to
             reflect any stock split, stock dividend, reverse stock split,
             reclassification, recapitalization or other similar transaction
             effected by Parent subsequent to the Offer Acceptance Time."


         1.2 A new subparagraph 10(b)(ii) of the Plan is hereby added as
             follows:

             "10(b)(ii) RE-ASSUMPTION. If, at any time after the Offer
             Acceptance Time, Parent shall directly or indirectly hold less than
             50% of the total shares of Company Common Stock then outstanding
             (the "SEPARATION TIME"), then, as of such Separation Time, the
             Company shall automatically assume in accordance with the terms of
             this Plan (without any further action on the part of any Person)
             each Purchase Right outstanding as of the Separation Time (each
             such right referred to herein as the "FORMER PURCHASE RIGHT") on
             the terms and conditions of such Former Purchase Right as in
             existence immediately prior to the Offer Acceptance Time. From and
             after the Separation Time, (i) each Former Purchase Right assumed
             by the Company may be exercised solely for shares of Company Common
             Stock, (ii) the number of shares of Company Common Stock subject to
             each such Former Purchase Right shall be equal to the number of
             shares of Company Common Stock subject to such Former Purchase
             Right immediately prior to the Offer Acceptance Time, (iii) the per
             share purchase price under each such Former Purchase Right shall be
             equal to the purchase price under such Former Purchase Right as in
             effect immediately prior to the Offer Acceptance Time, and (iv) any
             restriction on the exercise of any such Former Purchase Right shall
             continue in full force and effect and all other terms and
             conditions of such Former Purchase Rights shall otherwise remain
             unchanged."

         1.3 A new subparagraph 10(b)(iii) is hereby added as follows:

             "10(b)(iii) TERMINATION. No additional Offerings shall be
             authorized or commenced following the six-month Offering beginning
             July 1, 2001 (THE "JULY 1


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             OFFERING"). As of the earlier of the time immediately prior to the
             Effective Time or December 31, 2001 (i) the accumulated payroll
             deductions of participants under the Plan for the July 1 Offering
             shall be used to purchase Parent Common Stock, (ii) the date on
             which such purchases occur shall be deemed and referred to as the
             Purchase Date for the July 1 Offering shall be the earlier of the
             Effective Time or December 31, 2001, and (iii) as of the time
             immediately following the purchases on such Purchase Date for the
             July 1 Offering, the Company ESPP shall be terminated.

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