EXHIBIT 1 - DATUM STOCK PURCHASE AGREEMENT

[CONFORMED COPY]
STOCKHOLDER'S AGREEMENT

THIS STOCKHOLDER'S AGREEMENT (this "Agreement") is
made as of the 17th day of March, 1995, by and between DATUM
INC., a Delaware corporation (the "Company") and EFRATOM HOLDING,
INC., a Colorado corporation ("Stockholder").

R E C I T A L S

A. The Company and Stockholder have entered into a Stock
Purchase Agreement, dated as of October 20, 1994 (the "Stock
Purchase Agreement"), pursuant to which, among other things, the
Stockholder is receiving from the Company as part of the
consideration for the sale of its wholly-owned subsidiaries,
Efratom Time and Frequency Products, Inc. and Ball Efratom
Electronik GmbH, an aggregate of 1,277,778 shares of Common
Stock, $.25 par value, of the Company (the "Shares"); and

B. It is a condition to the obligations of the Company
under the Stock Purchase Agreement that this Agreement be
executed by the parties hereto, and the parties are willing to
execute this Agreement and to be bound by the provisions hereof.

A G R E E M E N T

NOW THEREFORE, in consideration of the foregoing and the
agreements set forth below, the parties agree with each other, as
follows:

1. Representations and Warranties.

1.1 Stockholder's Representations and Warranties.
Stockholder represents and warrants to the Company that:

(a) Stockholder is a corporation validly existing
and in good standing under the laws of the State of Colorado;

(b) Stockholder has the full power and authority
to execute, deliver and carry out the terms and provisions of
this Agreement and consummate the transactions contemplated
hereby;

(c) This Agreement has been duly and validly
authorized, executed and delivered by Stockholder, and, assuming
due execution and delivery by the Company, constitutes a valid
and binding agreement of Stockholder, enforceable against
Stockholder in accordance with its terms, except to the extent
that such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws now
or hereafter in effect affecting creditors' rights; and

(d) The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby will
not result in the breach of any of the terms or conditions of,
constitute a default under or violate, or accelerate any other
similar right of any other party under, the charter or by-laws of
Stockholder, any law, rule or regulation, or any agreement,
lease, mortgage, note, bond, indenture, license or other document
or undertaking, to which Stockholder is a party or by which
Stockholder or its properties may be bound, nor will such
execution, delivery and consummation violate any order, writ,
injunction or decree of any court, administrative agency or
governmental body to which Stockholder or any of its properties
is subject, the effect of any of which either individually or in
the aggregate, would materially impair the ability of Stockholder
to perform its obligations hereunder.

1.2 The Company's Representations and Warranties. The
Company represents and warrants to Stockholder that:

(a) The Company is a corporation validly existing
and in good standing under the laws of the State of Delaware;

(b) The Company has the full power and authority
to execute, deliver and carry out the terms and provisions of
this Agreement and consummate the transactions contemplated
hereby;

(c) This Agreement has been duly and validly
authorized, executed and delivered by the Company, and, assuming
due execution and delivery by Stockholder, constitutes a valid
and binding agreement of the Company, enforceable against the
Company in accordance with its terms, except to the extent that
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter
in effect affecting creditors' rights; and

(d) The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby will
not result in the breach of any of the terms or conditions of,
constitute a default under or violate, or accelerate any other
similar right of any other party under, the charter or by-laws of
the Company, any law, rule or regulation, or any agreement,
lease, mortgage, note, bond, indenture, license or other document
or undertaking, to which the Company is a party or by which the
Company or its properties may be bound, nor will such execution,
delivery and consummation violate any order, writ, injunction or
decree of any court, administrative agency or governmental body
to which the Company or any of its properties is subject, the
effect of any of which either individually or in the aggregate,
would have a material adverse effect on the consolidated
operations or consolidated financial position of the Company and
its subsidiaries taken as a whole.

2. Board of Directors.

Upon closing of the transaction contemplated by the Stock
Purchase Agreement, the Company will promptly amend its bylaws to
increase the size of its Board of Directors to eight directors
and appoint two persons (who shall be reasonably acceptable to
the Company) named by Stockholder to the Company's Board of
Directors. One such person shall be a Class III director whose
term shall expire on the date of the Company's Annual Meeting in
1996 and the other such person shall be a Class I director whose
term shall expire on the date of the Company's Annual Meeting in
1997. At any time after the appointment of such two persons,
Stockholder may name a third person (who shall be reasonably
acceptable to the Company) who shall be appointed by the Company
to the Board of Directors as a Class II director. After such
initial appointments, the Company agrees to nominate such persons
(or such other persons designated by Stockholder and reasonably
acceptable to the Company) for reelection as such persons' terms
expire. In connection with any election of members of the Board
of Directors, the Company will use its best efforts to cause such
persons to be elected as directors and shall cause all
discretionary proxies solicited on behalf of and granted to the
Board of Directors in connection with such election to be voted
in favor of the Stockholder's designees selected in accordance
with this Section 2. Such persons are referred to herein as
"Stockholder's Directors." In the event of the resignation or
other termination of service of a Stockholder Director, the
Company shall appoint or nominate for reelection, as the case may
be, another designee of Stockholder (who shall be reasonably
acceptable to the Company).

The number of Stockholder's Directors shall be adjusted upon
any change in the authorized number of directors or changes in
the percentage of the outstanding Voting Securities (as defined
below) of the Company represented by the Shares. In such events,
the number of Stockholder's Directors shall equal the number
(rounded to the closest whole number, with .5 being rounded to
the next higher whole number) of individuals (who shall be
reasonably acceptable to the Company) determined by multiplying
the total number of authorized directors times the percentage of
the outstanding Voting Securities of the Company represented by
the Shares then owned by Stockholder. The Stockholder's
Directors designated pursuant to this Section 2 shall be
allocated as equally as possible among the three classes of the
Company's Board of Directors.

Notwithstanding the foregoing, so long as Stockholder owns
50% or more of the Shares, the number of Stockholder Directors
shall be no less than two and so long as Stockholder owns five
percent (5%) or more of the then outstanding Voting Securities,
the number of Stockholder Directors shall be no less than one.
If Stockholder owns less than five percent (5%) of the then
outstanding Voting Securities of the Company then the number of
Stockholder's Directors shall be zero. For the purposes of the
foregoing the number of Shares held by Stockholder shall be
adjusted for stock splits, stock dividends, and other
recapitalizations). To the extent the foregoing results in the
number of Stockholder Directors then serving exceeding the number
of Stockholder Directors to which Stockholder is entitled,
Stockholder shall cause the resignation of one or more
Stockholder Directors so that the aggregate number of Stockholder
Directors then serving does not exceed the number to which
Stockholder is entitled to hereunder. Stockholder's rights
under this Section 2 are non-transferable, including by way of a
transfer of controlling interest in Stockholder; provided,
however, that Stockholder may transfer such rights to Ball
Corporation or a direct or indirect wholly-owned subsidiary of
Ball Corporation.

3. Restriction on Purchase of Additional Shares,
Solicitations.

3.1 Restriction on Purchase. Neither Stockholder nor
any Affiliate (as defined below) of Stockholder (collectively,
the "Stockholder Group"), will, directly or indirectly, acquire
shares of any class of the Company's capital stock which is
entitled to vote generally in the election of directors ("Voting
Securities") (except by way of stock dividends or other
distributions or offerings made available to holders of Voting
Securities generally), provided that no member of the Stockholder
Group shall be obligated to dispose of any Voting Securities if
the aggregate percentage ownership of the Stockholder Group is
increased as a result of a recapitalization of the Company, stock
repurchase by the Company or any other action taken by the
Company or its Affiliates other than the Stockholder Group. For
purposes of this Agreement, "Affiliate" of Stockholder shall mean
any person (i) that owns, directly or indirectly, more than 50%
of the then outstanding equity securities having the right to
vote generally in the election of directors ("Stockholder Voting
Securities") of Stockholder or (ii) that more than 50% of then
outstanding Voting Securities of which are owned, directly or
indirectly, by Stockholder.

3.2 Exceptions. The foregoing restrictions shall not
apply (i) in connection with the consummation of the transactions
contemplated by the Stock Purchase Agreement, (ii) to stock
dividends stock splits or other like distributions made with
respect to the Shares held by Stockholder, (iii) during the
pendency pursuant to Section 14(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") of a bona fide, fully financed
tender offer by any Person (as defined in Section 3(a) of the
Exchange Act) (other than the Company or its affiliates or any
employee benefit plan of the Company), if upon the consummation
of such tender offer such Person would beneficially own more than
30% of the Company's Voting Securities, (iv) in the event that
any Person (other than Stockholder or its affiliates, the Company
or any employee benefit plan of the Company) becomes a beneficial
owner of more than 30% of the Company's then outstanding Voting
Securities or proposes to become such a beneficial owner and such
proposal is approved by or recommended by a majority of the Board
of Directors (excluding the Stockholder Directors) of the
Company, (v) in the event that the Company has entered into a
definitive merger agreement or a definitive agreement for the
sale of all or substantially all of its assets, or (vi) or to any
transaction with the prior approval of a majority of the Board of
Directors (excluding the Stockholder Directors). In addition, if
any action by the Company causes the ownership of Voting
Securities by Stockholder to be less than the percentage
ownership of the outstanding Voting Securities immediately prior
to such action, the foregoing restrictions shall not apply to any
acquisitions of Voting Securities by Stockholder to the extent,
and only to the extent, necessary for Stockholder to maintain its
percentage ownership of Voting Securities at the level it had
immediately prior to such action.

3.3 Solicitations. No member of the Stockholder Group
shall solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under
the Exchange Act), or enter into any agreement with any person
for the purpose of voting any Voting Securities, in either case
in opposition to the recommendation of the majority of the
directors of the Company with respect to any election of
directors of the Company; provided that the nominees for any such
election to the board include designees of the Stockholder in
accordance with Section 2 hereof. Nothing in this Section 3
shall prevent the Stockholder from voting any shares held by it
in opposition to the recommendation of the majority of the
directors of the Company on any matter, including the election of
directors.

3.4 Termination. The provision of this Section 3
shall terminate on the earlier of (i) the fifth anniversary
hereof or (ii) the date that Stockholder first owns less than 5%
of the then outstanding Voting Securities of the Company.

4. Demand Registration Rights.

4.1 Right to Demand. With respect to any Shares that
are deemed "Restricted Securities" under the Securities Act of
1933 (the "Act") (the "Registrable Securities"), Stockholder,
and/or any transferee to whom Stockholder has transferred rights
to demand registration hereunder, who own, in the aggregate, in
excess of 250,000 shares of Registrable Securities may make a
written request to the Company for registration with the
Securities and Exchange Commission (the "Commission"), under and
in accordance with the provisions of the Act, of no less than
250,000 Registrable Securities (a "Demand Registration") provided
that no registration statement filed hereunder shall be required
to become effective prior to four (4) months from the date of
this Agreement. Within ten (10) days after receipt of such
request, the Company will serve written notice (the "Notice") of
such registration request to all holders of Registrable
Securities issued by the Company, and subject to such request the
Company will include in such registration all Registrable
Securities with respect to which the Company has received written
requests for inclusion therein within twenty (20) days after the
mailing of the Notice by the Company. The Company shall not be
required to comply with a request for a Demand Registration for
four (4) months after the effective date of any registration
statement filed by the Company under the Act, other than
registration statements on Form S-8 or Form S-4. The Company
shall have the right to defer for a reasonable period (not to
exceed 90 days) the filing of any registration statement
requested under Section 4.1 if, in the reasonable judgment of the
Company's Board of Directors, such registration would materially
interfere with or materially and adversely affect any then
existing negotiations for financing or other business
arrangements or plans of the Company or any arrangement or plan
of the Company, then pending or being negotiated in good faith,
relating to any acquisition, disposition, merger or similar
transaction or other significant business transaction.

4.2 Number of Demand Registrations. The holders of
Registrable Securities shall be entitled to three (3) Demand
Registrations, but no more than one (1) in any four-month period,
the expenses of which shall only be borne by the Company to the
extent set forth in Section 8. The Company shall not be deemed
to have effected a Demand Registration with respect to the
Registrable Securities unless after a request for a Demand
Registration pursuant hereto, (i) a registration statement with
respect to some or all of the Registrable Securities is declared
effective by the Commission and remains effective for a period of
at least 90 days (or such shorter period during which the holders
of Registrable Securities shall have sold all Registrable
Securities which they requested to be registered) or (ii) the
holders of Registrable Securities decide not to proceed with the
offering of Shares after a Demand Registration request has been
made by such holders, for any reason, and do not reimburse the
Company for all of its costs and expenses incurred in fulfilling
its obligations hereunder as a result of such Demand Registration
request.

4.3 Selection of Underwriters. If a Demand
Registration is an underwritten offering, holders of more than
50% of the Registrable Securities to be registered shall select
the managing underwriter or underwriters for such offering, which
underwriter or underwriters shall be reasonably acceptable to the
Company.

4.4 Best Efforts. The Company will use its best
efforts to cause the effectiveness of a registration filed with
respect to a Demand Registration, including making management
reasonably available to participate in any road show deemed
necessary by the managing underwriter.

5. Piggy-Back Registration.

5.1 Piggy-Back Right. If the Company proposes to file
a registration statement under the Act with respect to an
offering for its own account or for the account of others of any
class of equity security (other than a registration statement (i)
on Form S-4 or S-8 (or any successor form), or (ii) filed in
connection with an exchange offer or an offering of securities
solely to the Company's existing stockholders), then the Company
shall in each case give written notice of such proposed filing to
holders of Registrable Securities, at least twenty (20) days
before the anticipated filing date and offer such holders the
opportunity to register such Registrable Securities in such
offering, in accordance with the terms of such offering.

5.2 Procedure For Registration. Those holders of
Registrable Securities who desire to have such shares included in
the registration for such offering shall notify the Company
promptly (and in no event later than ten (10) days after notice)
of their desire to include such shares in the registration
statement. The Company shall use its best efforts to cause the
managing underwriter of a proposed underwritten offering to
permit the holders of Registrable Securities who request to be
included in the registration for such offering to include such
shares in such offering on the same terms and conditions as any
similar securities of the Company included therein.
Notwithstanding the foregoing, if the managing underwriter of
such offering delivers an opinion to each holder of Registrable
Securities wishing to include any Registrable Securities in such
registration that the total amount or kind of securities which
the Company or any other person or entity intend to include in
such offering is sufficiently large or different to affect
materially and adversely the success of such offering, then the
amount or kind of securities to be offered for the accounts of
holders of Registrable Securities other than holders of
Registrable Securities who have requested a Demand Registration
shall be reduced pro rata based on the number of shares requested
to be included in the offering by the holders of Registrable
Securities, and any such other persons or entities (other than
the Company) to the extent necessary to reduce the total amount
of securities to be included in such offering to the amount
recommended by such managing underwriter. The Company may, in
its discretion, cancel any registration statement in which
Registrable Securities are included under this Section 5 which is
not effected pursuant to Section 4. The Company shall not be
subject to cut-back under this Section 5.

6. Holdback Agreements.

6.1 Restrictions on Public Sale by Stockholder. To
the extent not inconsistent with applicable law, each holder of
Registrable Securities included in a Registration Statement
agrees not to effect any public sale or distribution of the issue
being registered or a similar security of the Company or any
securities convertible into or exchangeable or exercisable for
such securities, during the seven days prior to, and during the
ninety (90) day period beginning on, the effective date of such
registration statement (except as part of such registration), if
and to the extent requested in writing (with reasonable prior
notice) by the Company in the case of a non-underwritten public
offering by the Company, or if and to the extent requested in
writing (with reasonable prior notice) by the managing
underwriter in the case of an underwritten public offering by the
Company.

7. Registration Procedures.

Whenever any Registrable Securities are to be
registered pursuant to Sections 4 or 5 of this Agreement, the
Company will use its best efforts to effect the registration and
the sale of such stock in accordance with the intended method of
disposition thereof as quickly as practicable, and in connection
with any such request and with any Demand Registration, the
Company will as expeditiously as possible:

(a) prepare and file with the Commission a
registration statement which includes the Registrable Securities
and use its best efforts to cause such registration statement to
become effective; provided that before filing a registration
statement or prospectus or any amendments or supplements thereto,
including documents incorporated by reference after the initial
filing of the registration statement, the Company will furnish to
one counsel selected by the holders of a majority of the
Registrable Securities covered by such registration statement and
the underwriters, if any, and their counsel, copies of all such
documents proposed to be filed at least five (5) business days
prior thereto, which documents will be subject to the reasonable
review of such counsel and underwriters, and the Company will not
file any registration statement or amendment thereto or any
prospectus or any supplement thereto (including such documents
incorporated by reference) to which the holders of a majority of
the Registrable Securities covered by such registration statement
or the underwriters with respect to such Registrable Securities,
if any, shall reasonably object, and will notify each holder of
the Registrable Securities of any stop order issued or threatened
by the Commission in connection therewith and take all reasonable
actions required to prevent the entry of such stop order or to
remove it if entered;

(b) prepare and file with the Commission such
amendments and post-effective amendments to the registration
statement as may be necessary to keep the registration statement
effective for a period of not less than ninety (90) days (or such
shorter period which will terminate when all Registrable
Securities covered by such registration statement have been sold
or withdrawn); cause the prospectus to be supplemented by any
required prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 under the Act; and comply with the
provisions of the Act applicable to it with respect to the
disposition of all securities covered by such registration
statement during the applicable period in accordance with the
intended methods of disposition by the sellers thereof set forth
in such registration statement or supplement to the prospectus;

(c) furnish to counsel for the holders of Registrable
Securities included in such registration statement and the
managing underwriter, if any, without charge, at least two signed
copies of the registration statement and any post-effective
amendment thereto, upon request, and such number of conformed
copies thereof and such number of copies of the prospectus
(including each preliminary prospectus) and any amendments or
supplements thereto, and any documents incorporated by reference
therein, as such counsel or underwriter may reasonably request in
order to facilitate the disposition of the Registrable Securities
being sold by such holder; provided that before filing a
registration statement or prospectus or any amendments or
supplements thereto, the Company will furnish to one counsel
selected by the holders of a majority of the Registrable
Securities covered by such registration statement, copies of all
documents proposed to be filed, which documents will be subject
to the reasonable review of such counsel;

(d) notify each holder of Registrable Securities
included in such registration statement, at any time when a
prospectus relating thereto is required to be delivered under the
Act, when the Company becomes aware of the happening of any event
as a result of which the prospectus included in such registration
statement (as then in effect) contains any untrue statement of a
material fact or omits to state a material fact necessary to make
the statements therein, in light of the circumstances under which
they were made, not misleading and, as promptly as possible
thereafter, prepare and file with the Commission and furnish a
supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such
prospectus will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading;

(e) as promptly as practicable after the filing with
the Commission of any document which is incorporated by reference
into a registration statement, deliver a copy of such document to
each holder of Registrable Securities covered by such
registration statement;

(f) on or prior to the date on which the registration
statement is declared effective, use its best efforts to register
or qualify the Registrable Securities covered by the registration
statement for offer and sale under the securities or blue sky
laws of each state and other jurisdiction of the United States as
any such holder or underwriter reasonably requests in writing,
and to cooperate with the holders of Registrable Securities
included in such registration statement, the underwriter, if any,
and their counsel, in connection therewith; to use its best
efforts to keep each such registration or qualification
effective, including through new filings, or amendments or
renewals, during the period such registration statement is
required to be kept effective;

(g) cooperate with the holders of Registrable
Securities covered by the registration statement and the managing
underwriter, if any, to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legends)
representing securities to be sold under the registration
statement, and enable such securities to be in such denominations
and registered in such names as the managing underwriter, if any,
may request;

(h) enter into such customary agreements (including an
underwriting agreement in customary form) and take all such other
actions as the holders of a majority of the Registrable
Securities being sold or the managing underwriter, if any,
reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities;

(i) make available for inspection by any holder of
Registrable Securities included in such Registration Statement,
any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other
agent retained by such seller or underwriter (collectively, the
"Inspectors"), all financial and other records, pertinent
corporate documents and properties of the Company (collectively,
the "Records"), as shall be reasonably necessary to enable them
to exercise their due diligence responsibility, and cause the
Company's officers, directors and employees to supply all
information reasonably requested by any such Inspector in
connection with such registration statement; provided that
records which the Company determines, in good faith, to be
confidential and which it notifies the Inspectors are
confidential shall not be disclosed to the Inspectors unless (i)
the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in the registration statement, or (ii)
the release of such Records is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction. Each holder
of Registrable Securities agrees that it will, upon learning that
disclosure of such Records is sought in a court of competent
jurisdiction, allow the Company to undertake appropriate action
and to prevent disclosure of the Records deemed confidential; and

(j) use its best efforts to obtain a "comfort" letter
from the Company's independent public accountants in customary
form and covering such matters of the type customarily covered by
"comfort" letters as the holders of a majority of the Registrable
Securities being sold reasonably request.

Each holder, upon receipt of any notice from the
Company of the happening of any event of the kind described in
subsection (d) of this Section 7, will immediately discontinue
disposition of the Registrable Securities until its receipt of
the copies of the supplemented or amended prospectus contemplated
by subsection (d) of this Section 7 or until it is advised in
writing (the "Advice") by the Company that the use of the
prospectus may be resumed, and has received copies of any
additional or supplemental filings which are incorporated by
reference in the prospectus, and, if so directed by the Company
such holder will, or will request the managing underwriter, if
any, to deliver to the Company (at the Company's expense) all
copies, other than permanent file copies then in such holder's
possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice. In the
event the Company shall give any such notice, the time periods
mentioned in subsection (b) of this Section 7 shall be extended
by the number of days during the period from and including the
date of the giving of such notice to and including the date when
each seller of Registrable Securities covered by such
registration statement shall have received the copies of the
supplemented or amended prospectus contemplated by subsection (d)
of this Section 7 hereof or the Advice.

8. Registration Expenses.

The Company will bear all Commission and securities
exchange or National Association of Securities Dealers, Inc.
registration and filing fees, fees and expenses of compliance
with securities or blue sky laws, printing expenses, messenger
and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the fees and
expenses incurred in connection with the listing of the
securities to be registered on each securities exchange on which
similar securities issued by the Company are then listed, fees
and disbursements of counsel for the Company and its independent
certified public accountants (including the expenses of any
special audit or "comfort" letters required by or incident to
such performance), securities acts liability insurance (if the
Company elects to obtain such insurance), the reasonable fees and
expenses of any special experts retained by the Company in
connection with such registration, and all fees and expenses of
other Persons retained by the Company. The holders of
Registrable Securities shall pay for all fees and expenses
incurred with respect to any separate counsel, advisors or
accountants retained by such holders in connection with the
exercise of a registration right hereunder, together with any
underwriting discounts or commissions attributable to the sale of
Registrable Securities. The Company and the holders of
Registrable Securities shall be responsible for their respective
expenses even if the registration statement with respect thereto
is not declared effective.

9. Indemnification; Contribution.

9.1 Indemnification by the Company. The Company
agrees to indemnify, protect and hold harmless, to the full
extent permitted by law, each holder of Registrable Securities
and each underwriter of Registrable Securities being sold by such
holder, its officers, directors, employees and agents, and any
agent or investment adviser of such holder or underwriter,
against all losses, claims, damages, liabilities and expenses
(including reasonable legal expenses and expenses of
investigation) arising out of or based on any untrue or allegedly
untrue statement of material fact contained in any registration
statement, prospectus or preliminary prospectus or any omission
or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein (in
the case of a prospectus, in light of the circumstances under
which they were made) not misleading or any violation by the
Company of any rule or registration promulgated under the Act
applicable to the Company, except insofar as the same are caused
by or contained in any information with respect to such holder or
underwriter furnished in writing to the Company by such holder or
underwriter expressly for use therein or by such holder's or
underwriter's failure to deliver a copy of the prospectus or any
amendments or supplements thereto after the Company has furnished
such holder or underwriter with a sufficient number of copies of
the same. The Company will enter into indemnification agreements
with each such holder and underwriter containing customary
provisions, including provisions for contribution, as any such
holder or underwriter should reasonably request.

9.2 Indemnification by Holders of Registrable
Securities. In connection with any registration statement in
which a holder of Registrable Securities is participating, each
such holder will furnish to the Company in writing such
information and affidavits with respect to itself as the Company
reasonably requests for use in connection with any such
registration statement or prospectus and agrees to indemnify, to
the extent permitted by law, the Company, its directors,
officers, employees and agents against any losses, claims,
damages, liabilities and expenses resulting from any untrue or
allegedly untrue statement of a material fact or any omission or
alleged omission of a material fact required to be stated in the
registration statement or prospectus or any amendment thereof or
supplement thereto or necessary to make the statements therein
(in the case of a prospectus, in the light of the circumstances
under which they were made) not misleading, to the extent, but
only to the extent, that such untrue statement or omission is
contained in any information or affidavit with respect to such
holder so furnished in writing by such holder specifically for
inclusion in any prospectus or registration statement.

9.3 Conduct of Indemnification Proceedings. Any
Person entitled to indemnification hereunder agrees to give
prompt written notice to the indemnifying party after the receipt
by such Person of any written notice of the commencement of any
action, suit, proceeding or investigation or threat thereof made
in writing for which such Person will claim indemnification or
contribution pursuant to this Agreement and, unless in the
reasonable judgment of such indemnified party a conflict of
interest may exist between such indemnified party and the
indemnifying party with respect to such claim, permit the
indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to such indemnified party.
Whether or not such defense is assumed by the indemnifying party,
the indemnifying party will not be subject to any liability for
any settlement made without its consent (but such consent will
not be unreasonably withheld or delayed). No indemnifying party
will consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect of
such claim or litigation. If the indemnifying party is not
entitled to, or elects not to, assume the defense of a claim, it
will not be obligated to pay the fees and expenses of more than
one counsel with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may
exist between such indemnified party and any other of such
indemnified parties with respect to such claim, in which event
the indemnifying party shall be obligated to pay the fees and
expenses of such additional counsel or counsels.

9.4 Contribution. If the indemnification provided for
in this Section 9 from the indemnifying party is unavailable to
an indemnified party hereunder in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted
in such losses, claims, damages, liabilities or expenses, as well
as any other relevant equitable considerations. The relative
fault of such indemnifying party and indemnified parties shall be
determined by reference to, among other things, whether any
action in question, including any untrue or allegedly untrue
statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or indemnified
parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action.
The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall
be deemed to include any legal or other fees or expenses
reasonably incurred by such party in connection with any
investigation or proceeding.

The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 9.4 were
determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation. No holder of Registrable
Securities shall be liable under this Section 9 for any losses,
costs, damages or expenses exceeding in the aggregate the
proceeds to such holder in such offering.

If indemnification is available under this Section 9,
the indemnifying parties shall indemnify each indemnified party
to the full extent provided for herein without regard to the
relative fault of said indemnifying party or the indemnified
party or any other equitable consideration provided for herein.

10. Participation in Underwritten Registrations.

No holder of Registrable Securities may participate in
any underwritten registration hereunder unless such holder (a)
agrees to sell its securities on the basis provided in any
underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (b) completes and
executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements.

11. Rule 144.

The Company covenants that it will file the reports
required to be filed by it under the Act and the Exchange Act and
the rules and regulations adopted by the Commission thereunder
(or, if the Company is no longer required to file such reports,
it will, upon the request of any holder of Registrable
Securities, make publicly available sufficient information, for
so long as necessary to permit sales under Rule 144 under the
Act), and the Company will take such further action as any holder
of Registrable Securities may reasonably request, all to the
extent required from time to time to enable such holder to sell
Registrable Securities without registration under the Act within
the limitation of the exemptions provided by (a) Rule 144 under
the Act, as such Rule may be amended from time to time, or (b)
any similar rule or regulation hereafter adopted by the
Commission. Upon the request of any holder of Registrable
Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such requirements.
The Company will take such actions, and instruct its transfer
agent or depositary to take such actions, as are reasonably
necessary to comply with all reasonable requirements of holders
of Registrable Securities in order to complete the orderly
transfer of Restricted Securities of such persons under Rule 144.

12. Registrable Securities.

Shares shall cease to be Registrable Securities, and
all rights to have such shares registered under Section 4 and 5
hereof shall cease, at such time as such Shares are freely
saleable, without restriction or volume limitation, pursuant to
Rule 144(k) under the Act, or otherwise.

13. Rights Plan.

So long as Stockholder owns Shares constituting more
than 15% of the outstanding Voting Securities of the Company, the
Company will not, without the consent of Stockholder, adopt a
Shareholder Rights Plan which would result in the issuance or
separation and exercisability of rights on the transfer of Shares
by Stockholder or any similar arrangement which would interfere
with the sale of Stockholder's shares.

14. Miscellaneous.

14.1 Legend. Each certificate representing Shares of
Common Stock owned by the Stockholder shall contain the following
legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS
AGREEMENT DATED MARCH 17, 1995, BY AND BETWEEN THE
COMPANY AND THE STOCKHOLDER, WHICH INCLUDES,
WITHOUT LIMITATION, THE GRANTING OF CERTAIN VOTING
RIGHTS, A COPY OF WHICH WILL BE FURNISHED BY THE
COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST
AND WITHOUT CHARGE.

14.2 Notices. All notices or other communications
required or permitted to be delivered hereunder shall be in
writing signed by the party giving the notice to the Company at
1363 South State College Boulevard, Anaheim, California, 92806
Attention: President, and to the Stockholder at 345 South High
Street, Muncie, Indiana 47305. The Company or Stockholder may at
any time change the address to which notice to it shall be mailed
by giving notice of such change to the Company and to the other
party, and such notice shall be deemed given when received by the
other party hereto.

15. Entire Agreement and Amendments. This Agreement
constitutes the entire agreement of the parties with respect to
the matters contemplated herein. This Agreement supersedes any
and all prior understandings as to the subject matter of this
Agreement. Amendments, waivers and consents with respect to this
Agreement must be signed by all the parties hereto. In the event
the Registrable Securities are held by more than one Person, any
amendment of this Agreement may be made by the Company and the
holders of a majority of the Registrable Securities.

16. Binding Effect; Assignment. This Agreement shall be
binding upon and inure to the benefit of the personal
representatives and successors of the respective parties hereto.
Stockholder's rights hereunder (other than those set forth in
Section 2 and Section 13 hereof which may only be assigned by
Stockholder to its parent, Ball Corporation) may be assigned by
Stockholder or any transferee of the Shares without the consent
of the Company to any person to whom Stockholder or its
transferees transfers any Shares and Stockholder and such
transferees will be entitled to enforce all such rights against
the Company.

17. Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Delaware, irrespective
of such state's choice-of-law principles.

18. Severability. If any provision of this Agreement shall
be found by any court of competent jurisdiction to be invalid or
unenforceable, the parties hereby waive such provision to the
extent that it is found to be invalid or unenforceable. Such
provision shall, to the maximum extent allowable by law, be
modified by such court so that it becomes enforceable, and, as
modified, shall be enforced as any other provision hereof, all
the other provisions hereof continuing in full force and effect.

19. Counterparts. This Agreement may be executed in
counterparts, all of which together shall constitute one and the
same instrument.

20. Attorneys' Fees. In the event of any controversy,
claim or dispute among the parties hereto arising out of or
relating to this Agreement, or breach hereof, the prevailing
party shall be entitled to recover from the losing party
reasonable attorneys' fees, expenses and costs.


IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed as of the date first above written.

DATUM INC.

/s/ LOUIS B. HORWITZ
Louis B. Horwitz
Chairman and President

EFRATOM HOLDING INC.

/s/ DONOVAN B. HICKS
Donovan B. Hicks
President