AMENDMENT NO. 1 TO SUBORDINATED PROMISSORY NOTE

                                                                Exhibit 10-1

                             AMENDMENT NO. 1
                                   TO
                      SUBORDINATED PROMISSORY NOTE

     THIS AMENDMENT NO. 1 (this "Amendment") is entered into as of the dates
set forth on the signature page hereto, by and between CalAmp Corp., a
Delaware corporation (the   "Company"), and EchoStar Technologies, L.L.C., a
Texas limited liability company formerly known as EchoStar Technologies
Corporation (the   "Holder").  

     WHEREAS, the Company issued that certain Subordinated Promissory Note
dated December 14, 2007 (the "Subordinated Note") in the principal amount of
$5,000,000.00 to the Holder;

     WHEREAS, payment of the principal of the Subordinated Note is made by
the Company at the rate of $5.00 per unit of Product purchased by the Holder;
and

     WHEREAS, pursuant to Section 5(e) of the Subordinated Note, the parties
desire to amend the Subordinated Note to increase the payment rate for a
certain category of products.

     NOW, THEREFORE, for and in consideration of the mutual covenants
contained in this Amendment, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, and intending to be legally
bound hereby, the parties agree as follows:

     SECTION 1.   Definitions.   Capitalized terms used but not otherwise
defined in this Amendment shall have the meanings ascribed to such terms in
the Subordinated Note.

     SECTION 2.   Amendment of Section 3(a).   Section 3(a) of the Subordinated
Note is hereby deleted in its entirety and the following paragraph shall be
substituted in lieu thereof:

           "(a)   Principal shall be due and payable from time to time
     within 5 Business Days after receipt by the C