EXHIBIT 10.2


                         SUBORDINATED PROMISSORY NOTE


$5,000,000.00                                             December 14, 2007


SECTION 1.  Payment Obligation.  CalAmp Corp., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to the order of
EchoStar Technologies Corporation, a Texas corporation (the "Holder"), in
lawful money of the United States, the principal sum of $5,000,000.00 upon
the terms and conditions set forth herein.  Payment of the principal of this
Subordinated Note will be made in currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.

SECTION 2.  Definitions.  As used herein, the following terms shall be
deemed to have the meanings set forth below:

"Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C.
Section 101, et seq.).

"Bankruptcy Event" means:

(a)  the Company (i) ceases or fails to be solvent, or generally fails to
pay, or admits in writing its inability to pay, its debts as they become
due, subject to applicable grace periods, if any, whether at stated maturity
or otherwise; (ii) voluntarily ceases to conduct its business in the
ordinary course; (iii) commences any Insolvency Proceeding with respect to
itself; or (iv) takes any action to effectuate or authorize any of the
foregoing; or

(b)  (i) any involuntary Insolvency Proceeding is commenced or filed against
the Company, or any writ, judgment, warrant of attachment, execution or
similar process, is issued or levied against a substantial part of the
Company's assets or properties, and any such proceeding or petition shall
not be dismissed, or such writ, judgment, warrant of attachment, execution
or similar process shall not be released, vacated or fully bonded within 60
days after commencement, filing or levy; (ii) the Company admits the
material allegations of a petition against it in any Insolvency Proceeding,
or an order for relief (or similar order under non-U.S. law) is ordered in
any Insolvency Proceeding; or (iii) the Company acquiesces in the
appointment of a receiver, trustee, custodian, conservator, liquidator,
mortgagee in possession (or agent therefor), or other similar person for
itself or a substantial portion of its assets, property or business.

"Business Day" means any day that is not a Saturday, Sunday, or other day on
which national banks are authorized or required to close.

"Change of Control" means the acquisition by any "person" or "group" (as
such terms are used in sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended) at any time of beneficial ownership of 50% or more
of the outstanding capital stock or other equity interests of the Company on
a fully diluted basis.

"Credit Agreement" shall mean the Credit Agreement, dated as of May 26,
2006, as amended from time to time, by and among the Company, the guarantors
from time to time party thereto, the lenders from time to time party thereto
and Bank of Montreal, as Administrative Agent.

"Insolvency Proceeding" means, with respect to any Person, (a) any case,
action or proceeding with respect to such Person before any court or other
governmental agency or authority relating to bankruptcy, reorganization,
insolvency, liquidation, receivership, dissolution, winding-up or relief of
debtors or (b) any general assignment for the benefit of creditors,
composition, marshalling of assets for creditors, or other, similar
arrangement in respect of its creditors generally or any substantial portion
of its creditors, in either case undertaken under U.S. Federal, state or
foreign law, including the Bankruptcy Code.

"Person" means any person, corporation, general or limited partnership,
joint venture, trust, limited liability company, association or other entity
or organization, including a government or political subdivision or any
agency or instrumentality thereof.

"Product" has the meaning set forth in the Settlement Agreement.

"Senior Creditors" shall mean the collective reference to the lenders party
to the Credit Agreement.

"Senior Agent" shall mean Bank of Montreal, in its capacity as agent for the
Senior Creditors.

"Settlement Agreement" means the Settlement Agreement dated as of the date
hereof, by and between the Company and the Holder, as may be amended from
time to time.

"Superior Indebtedness" shall mean the principal amount of any and all
indebtedness, obligations and liabilities of the Company or any guarantor
under the Credit Agreement arising under or in relation to the Credit
Agreement, including without limitation all liabilities of the Company under
any notes issued pursuant to the Credit Agreement, in respect of any letters
of credit issued thereunder and any liabilities of the Company or any
guarantor thereof under the Loan Documents (as defined in the Credit
Agreement), all as the same may from time to time be amended or modified.

"Subordinated Indebtedness" shall mean the principal amount of this
Subordinated Note from time to time outstanding and unpaid.

"Subordinated Note" means this subordinated promissory note issued by the
Company.

SECTION 3.  Payments.

(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 a rate of $5.00 of principal per unit of Product,
subject to a maximum of 1,000,000 units of Product.  For the purposes of
this Section 3(a), "Product" shall include new products that are introduced
by CalAmp after the date hereof that have a value greater than $25 per unit
of product.

(b)  Upon the occurrence of a Bankruptcy Event or a Change of Control, the
entire principal balance of this Subordinated Note shall immediately become
due and payable without any action on the part of the Holder.

(c)  Notwithstanding anything to the contrary herein, other than as
permitted by clause (e) of this Section 3, no payment or prepayment of
principal on this Subordinated Note may be made, directly or indirectly
(whether in cash, securities or other property), if a Default or Event of
Default (as each such term is defined in the Credit Agreement) shall have
occurred and be continuing or would result therefrom.

(d)  The outstanding principal amount of this Subordinated Note shall not
bear interest.

(e)  Notwithstanding any other provision herein or in any other document
executed in connection with the Settlement Agreement, the Holder shall have
the absolute right to setoff or recoup against any amounts due and payable
under this Subordinated Note pursuant to its terms.

SECTION 4.  Subordination.

(a)  Other than as permitted by Section 3, so long as any Superior
Indebtedness shall remain outstanding and unpaid or any of the commitments
remain outstanding, no prepayment of principal shall be made by the Company
or accepted by the Holder on Subordinated Indebtedness except with the prior
written consent of the Required Lenders (as defined in the Credit
Agreement), and the Holder will take no steps, whether by suit or otherwise,
to compel or enforce the collection of Subordinated Indebtedness.

(b)  In the event of any distribution, dividend, or application, partial or
complete, voluntary or involuntary, by operation of law or otherwise, of all
or any part of the assets of the Company or of the proceeds thereof to the
creditors thereof or upon any indebtedness of the Company, occurring by
reason of a Bankruptcy Event, no dividend, distribution or application shall
be made, and the Holder shall not be entitled to receive or retain any such
dividend, distribution or application on or in respect of principal of or
interest on Subordinated Indebtedness, unless and until all principal of and
interest on Superior Indebtedness then outstanding shall have been paid and
satisfied in full and in cash, all letters of credit issued pursuant to the
Credit Agreement shall have expired and all commitments to extend further
credit under the Credit Agreement have terminated, and in any such event any
such dividend, distribution or application otherwise payable in respect of
Subordinated Indebtedness shall be paid to the Senior Agent and applied to
repay Superior Indebtedness until such Superior Indebtedness has been fully
paid and satisfied or secured with cash in the case of Superior Indebtedness
consisting of contingent liabilities.

(c)  The Senior Creditors and the Senior Agent need not at any time give the
Holder notice of any kind of the creation or existence of any Superior
Indebtedness, nor of the amount or terms thereof, all such notice
requirements being hereby expressly waived by the Holder.  Also, the Senior
Creditors and the Senior Agent may at any time and from time to time,
without the consent of or notice to the Holder, without incurring
responsibility to the Holder and without impairing or releasing the
obligation of the Holder hereunder (i) renew, refund, increase or extend the
maturity of any Superior Indebtedness, or any part thereof, or otherwise
revise, amend or alter the terms and conditions thereof or of the Loan
Documents, (ii) sell, exchange, release or otherwise deal with any property
by whomever at any time pledged, mortgaged or otherwise hypothecated or
subjected to a lien to secure any Superior Indebtedness and (iii) exercise
or refrain from exercising any rights against the Company and any guarantor
of the Superior Indebtedness.

(d)  The Senior Creditors shall be deemed third party beneficiaries of the
subordination provisions herein contained but the Senior Agent shall have
the exclusive right to enforce the terms, conditions and provisions hereof
on behalf of the Senior Creditors.  No provisions of this Section 4 may be
amended, modified or waived except by a written agreement and signed by the
Holder, the Required Lenders and the Senior Agent.

(e)  The Company agrees that it shall not incur, create, issue, assume
guarantee or otherwise become liable for any indebtedness that is senior in
right of payment to the obligations due hereunder other than (i) Superior
Indebtedness and (ii) purchase money debt or capital lease obligations in
existence as of the date hereof.

SECTION 5.  Miscellaneous.

(a)  The Company and any endorsers of this Subordinated Note hereby consent
to renewals and extensions of time at or after the maturity hereof, without
notice, and hereby waive diligence, presentment, protest, demand, and notice
of every kind and, to the full extent permitted by law, the right to plead
any statute of limitations as a defense to any demand hereunder.

(b)  THIS SUBORDINATED NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(c)  Any provision of this Subordinated Note that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

(d)  The covenants, terms and conditions hereof shall bind the heirs,
successors and assigns of the Company and shall inure to the benefit of the
successors and assigns of the Holder.  The Company may not assign or
transfer any interest hereunder without the prior written consent of the
Holder.  Without requiring the consent of the Company, the Holder may assign
to one or more other entities all or a portion of its rights and obligations
under this Subordinated Note.

(e)  Subject to the provisions of Section 4(d), no amendment, supplement,
waiver or other modification to this Subordinated Note shall be effective
without the prior written consent of the Company and the Holder.

(f)  Each of the Company and the Holder confirms that this Subordinated
Note, together with the Settlement Agreement and the transactions provided
for therein, constitutes the entire contract among the parties relating to
the subject matter hereof and supersedes any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof.

(g)  This Subordinated Note may be executed on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.


IN WITNESS WHEREOF, the undersigned has executed this Subordinated Note
effective as of the date first above written.

CALAMP CORP.,
a Delaware corporation

By:  /s/ Fred Sturm
     ________________________
      Name:  Fred Sturm
      Title: CEO



Acknowledged and Agreed:

ECHOSTAR TECHNOLOGIES CORPORATION,
a Texas corporation

By:   Charles W. Ergen
     ___________________________
      Name:  Charles W. Ergen
      Title: Chairman & CEO






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