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 Company of payment by
     the Holder for each unit of Product purchased at the following rates:
     (i) $5.00 of principal per unit of Product other than, commencing
     January 1, 2009, the DPP Triple (as defined in the Settlement
     Agreement), and (ii) during the period beginning and including
     January 1, 2009 and ending and including May 31, 2009, $20.00 of
     principal per DPP Triple unit purchased during such period up to a
     maximum of 120,000 DPP Triple units; provided that after the earlier
     of the purchase of 120,000 DPP Triple units during such period and the
     end of such period, the amount of principal the Company will be
     required to pay per unit of DPP Triple will revert to $5.00 per unit.
     Principal payments on this Subordinated Note for Products purchased by
     the Holder shall continue until the entire principal balance of this
     Subordinated Note has been paid in full.  For the purposes of this
     Section 3(a),  "Product" shall include new products that are introduced
     by the Company after the date hereof that have a value greater than
     $25.00 per unit of product."

     SECTION 3.  Continuing Effect; No Other Amendments.  Except as expressly
amended hereby, all other terms and provisions of the Subordinated Note are
and shall remain in full force and effect.

     SECTION 4.  Counterparts.  This Amendment may be executed in multiple
counterparts, each of which shall constitute an original, and all of which
shall constitute a fully executed Amendment.  Transmittal and receipt of a
facsimile copy of this Amendment with the facsimile signature(s) shall be
binding on the parties hereto.

     SECTION 5.  Reference to Subordinated Note.  Upon the effectiveness of
this Amendment, each reference in the Subordinated Note to  "Subordinated
Note",  "hereunder",  "herein" or words of like import shall mean and be a
reference to the Subordinated Note, as amended by this Amendment.



     IN WITNESS WHEREOF, the duly authorized representatives of the parties
hereto have executed this Amendment No. 1 to Subordinated Promissory Note as
of the date first set forth above.

                              CALAMP CORP.,
                              a Delaware corporation


                              By: /s/ Richard K. Vitelle
                                     ------------------------
                              Name:   Richard K. Vitelle
                              Title:  VP Finance & CFO
                                      February 13, 2009

                              ECHOSTAR TECHNOLOGIES, L.L.C.,
                              a Texas limited liability company


                              By: /s/ George J. King
                                     ------------------------
                              Name:  George J. King
                              Title:  Senior Vice President
                                      January 11, 2009