Exhibit 10.24
             SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

      This Second Amendment (the "Amendment") is made as of this 11th day of
May, 2009, between CalAmp Corp. (the "Company") and Richard Gold
("Executive").

RECITALS:

      A.    The Company and Executive are parties to that certain Employment
Agreement dated as of March 4, 2008 (the "Employment Agreement") pursuant to
which Executive is employed by the Company.

      B.    The Company and Executive desire to amend the terms of the
Employment Agreement as set forth herein.

      NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as
follows, in each case, effective as of May 11, 2009:

1. The first sentence of Section 2(a) of the Employment Agreement is hereby
deleted in its entirety and replaced with the following:

"Salary.  Executive shall receive for services to be rendered hereunder a
salary at the rate of Thirty-One Thousand Six Hundred Sixty-Six Dollars and
Sixty-Seven Cents ($31,666.67) per month payable at least as frequently as
monthly and subject to payroll deductions as may be necessary or customary in
respect of the Company's salaried employees (the "Base Salary")."

2. Section 3 of the Employment Agreement is hereby deleted in its entirety
and replaced with the following:
"Executive shall be eligible to participate in the Company's employee bonus
program in accordance with the terms of such program (as it may exist from
time to time) and in the discretion of the committee administering such
program."
3. The last sentence of Section 6(d)(i) of the Employment Agreement is hereby
deleted in its entirety and replaced with the following:

"Following March 4, 2010, the number of months for which the Salary
Continuation Benefit shall be paid shall be decreased by one month for each
month of service after March 4, 2010 until Executive has completed 36 months
of employment at the Company; provided, that in no event shall Executive be
paid less than 12 months of his then Base Salary."

4. The first sentence of Section 6(e) of the Employment Agreement is hereby
deleted in its entirety and replaced with the following:

"Termination Following a Change of Control.  If, within the 12-month period
following a Change of Control (as defined below), the Company terminates
Executive's employment for other than Cause or disability or Executive
terminates his employment for Good Reason (as defined below), then seventy
five percent (75%) of Executive's then unvested equity awards granted under
the Company's stock incentive plans after the Executive became an employee of
the Company shall become vested."



      IN WITNESS WHEREOF, the parties above have executed this Amendment as
of the day and year first written above.

EXECUTIVE:                  COMPANY:

/s/ Richard Gold              /s/  Frank Perna
Richard Gold                By:    Frank Perna
                            Title: Chairman of the Board, CalAmp Corp.