8-K

                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.  20549


                                      FORM 8-K


                   CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
                       OF THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported):       December 22, 2009
                                                      ____________________

Exact Name of Registrant as
  Specified in Its Charter:                  CALAMP CORP.
                                ___________________________________


          DELAWARE                        0-12182              95-3647070
 _____________________________          ____________         _____________
State or Other Jurisdiction of          Commission          I.R.S. Employer
Incorporation or Organization          File Number        Identification No.



Address of Principal Executive Offices:     1401 N. Rice Avenue
                                            Oxnard, CA 93030
                                           _________________________

Registrant's Telephone Number, Including
 Area Code:                                    (805) 987-9000
                                             _________________________

Former Name or Former Address,
 if Changed Since Last Report:                       Not applicable
                                             _____________________________


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14.a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




ITEM 1.01     Entry into a Material Definitive Agreement

     On December 22, 2009, CalAmp Corp. (the "Company") entered into a Loan
and Security Agreement (the "Loan Agreement") with Square 1 Bank of Durham,
North Carolina.  This revolving credit facility has a two-year term and
provides for borrowings up to the lesser of $12 million or 85% of the
Company's eligible accounts receivable.  Outstanding borrowings under this
facility bear interest at Square 1 Bank's prime rate plus 2.0%, subject to
minimum interest of 6.0% per annum or $20,000 per month, whichever is
greater.  Interest is payable on the last day of each calendar month.  The
Company paid a loan fee of $120,000 to Square 1 Bank in connection with this
new credit facility.

     The Loan Agreement contains a financial covenant that requires the
Company to maintain minimum levels of earnings before interest, income taxes,
depreciation, amortization and other noncash charges ("EBITDA").  The Loan
Agreement also provides for a number of standard events of default, including
a provision that a material adverse change constitutes an event of default
that permits the lender, at its option, to accelerate the loan.  Among other
provisions, the Loan Agreement also requires a lock-box and cash collateral
account whereby cash remittances from the Company's customers are directed to
the cash collateral account and which amounts are applied to reduce the
revolving loan principal balance.  Borrowings under the Loan Agreement are
secured by substantially all of the assets of the Company and its domestic
subsidiaries.

     The Company had no relationship with Square 1 Bank, material or
otherwise, prior to entering into the Loan Agreement.

     On December 22, 2009, the Company also entered into a Subordinated Note
and Warrant Purchase Agreement (the "Note Purchase Agreement") with the nine
investors listed in Exhibit I of the agreement (filed as Exhibit 10.2 of this
Form 8-K) and incorporated herein by reference.  The Company raised
$1,925,000 from this issuance of subordinated debt (the "Subordinated
Notes").  The Subordinated Notes bear interest at 12% per annum and have a
maturity date of December 22, 2012.  Interest is payable semiannually on the
last day of June and December, and all Subordinated Note principal is payable
at the maturity date.  The Company also issued a total of 192,500 common
stock purchase warrants (the "Warrants") to the Subordinated Note holders at
an exercise price of $4.02 per share, which represents a 20% premium to the
average closing price of the Company's common stock for the 20 consecutive
trading days prior to December 22, 2009  The Subordinated Notes and Warrants
were sold in a private placement transaction, have not been registered under
the Securities Act of 1933, as amended, and were not and may not be offered
or sold in the United States absent registration or an applicable exemption
from registration requirements.

     Pursuant to the Note Purchase Agreement, the Company and the holders of
the Warrants entered into a Registration Rights Agreement, dated December 22,
2012 (the "Warrant Registration Rights Agreement").  Under the Warrant
Registration Rights Agreement, if the Company proposes to register any shares
of its common stock, it will use reasonable efforts to effect the
registration of the shares of common stock underlying the Warrants.

     The Company sold $325,000 in principal amount of Subordinated Notes to
three investors affiliated with the Company.

      B. Riley & Co. LLC, the Company's financial advisor, will be paid a
placement fee of $209,000 in connection with the Square 1 Bank Loan Agreement
and the Subordinated Note and Warrant Purchase Agreement.  Of the $1,925,000
of Subordinated Notes issued by the Company, a total of $300,000 of the notes
were purchased by B. Riley & Co. LLC or by an employee retirement trust
thereof.

     The foregoing description of each of the Loan Agreement and the Note
Purchase Agreement is qualified in its entirety by reference to the
agreements attached as Exhibits 10.1 and 10.2 and incorporated herein by
reference. These agreements have been included to provide investors with
information regarding their terms and are not intended to provide any other
factual information about the Company.


ITEM 1.02     Termination of a Material Definitive Agreement

     On December 22, 2009, the Company paid in full the $13,955,000
outstanding principal balance of its credit facility with Bank of Montreal
and two other banks, which had a maturity date of December 31, 2009.  The
funds for this payoff were provided by a drawdown of $7,780,000 under the new
revolving credit facility with Square 1 Bank and proceeds of $1,925,000 from
the issuance of subordinated debt as described in Item 1.01 above,
supplemented by proceeds of $4,250,000 from the private placement of common
stock described in Item 3.02 below.  As a result of this payoff, the credit
facility with Bank of Montreal and the two other banks was terminated.

     The Company had no material relationship with Bank of Montreal and the
two other banks, other than in respect of the credit facility that was
terminated.


ITEM 2.03     Creation of a Direct Financial Obligation or an Obligation
               under an Off-Balance Sheet Arrangement of a Registrant

     The Company has disclosed in Item 1.01 above the information relating to
the Company's direct financial obligations under the Square 1 Bank Loan and
Security Agreement and the Subordinated Note and Warrant Purchase Agreement,
both dated December 22, 2009.


ITEM 3.02     Unregistered Sales of Equity Securities

      On December 22, 2009, the Company sold 1,931,819 shares of common stock
for $4,250,000 in a private placement with 13 investors, none of whom were
officers, directors, or other affiliates of the Company.  In addition, as
disclosed in Item 1.01 above, the Company issued Warrants to purchase shares
of the Company's common stock upon exercise of such Warrants.  The
information set forth in Item 1.01 above with respect to the Warrants and the
shares of common stock issuable upon exercise thereof is incorporated by
reference in this Item 3.02.

      The Company issued these securities in reliance upon an exemption from
registration under Rule 506 of Regulation D or Section 4(2) of the Securities
Act of 1933, as amended.  The Company agreed to use commercially reasonable
efforts to file a registration statement with the Securities and Exchange
Commission and have it declared effective for purposes of registering these
privately-issued securities.


ITEM 9.01     Financial Statements and Exhibits

(c)  Exhibits

     10.1   Loan and Security Agreement dated December 22, 2009 between
            Square 1 Bank, CalAmp Corp. and CalAmp's domestic subsidiaries.

     10.2   Subordinated Note and Warrant Purchase Agreement dated December
            22, 2009 between CalAmp Corp. and nine investors.



                              SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


                                       CALAMP CORP.


    December 29, 2009            By:   /s/ Richard K. Vitelle
    _________________                  _________________________
          Date                          Richard K. Vitelle,
                                        Vice President-Finance
                                        (Principal Financial Office)

EX-10

                                                          Exhibit 10.1

LOGO:  SQUARE 1 BANK
                            Loan and Security Agreement
Borrowers:     CalAmp Corp., a Delaware corporation ("Parent")
               CalAmp Products, Inc., a Delaware corporation
               Dataradio Corporation, a Delaware corporation

Address:       1401 N. Rice Avenue
               Oxnard, California  93030

Date:          December 22, 2009

THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between
SQUARE 1 BANK ("Lender"), whose address is 406 Blackwell Street, Suite 240,
Durham, North Carolina  27701, and the borrowers named above (jointly and
severally, the "Borrower"), whose chief executive office is located at the
above address ("Borrower's Address"). The Schedule to this Agreement (the
"Schedule") shall for all purposes be deemed to be a part of this Agreement,
and the same is an integral part of this Agreement.  (Definitions of certain
terms used in this Agreement are set forth in Section 8 below.)

1.  LOANS.

   1.1  Loans.  Lender will make loans to Borrower (the "Loans"), in the
amounts (the "Credit Limit") shown on the Schedule, subject to the provisions
of this Agreement and subject to deduction of Reserves for accrued interest
and such other Reserves as Lender deems proper from time to time in its Good
Faith Business Judgment.
   1.2  Interest.  All Loans and all other monetary Obligations shall bear
interest at the interest rate shown on the Schedule.  Accrued interest shall
be payable monthly, on the last day of the month, and shall be charged to
Borrower's loan account (and the same shall thereafter bear interest at the
same rate as the other Loans).
   1.3  Overadvances. If at any time or for any reason the total of all
outstanding Loans and all other monetary Obligations exceeds the Credit Limit
(an "Overadvance"), Borrower shall  pay the amount of the excess to Lender
within one Business Day of the earlier of (i) Borrower's knowledge of such
Overadvance or (ii) receipt of notice of such Overadvance from the Lender.
Without limiting Borrower's obligation to repay to Lender the amount of any
Overadvance, Borrower agrees to pay Lender interest on the outstanding amount
of any Overadvance, on demand, at the Default Rate.
   1.4  Fees.  Borrower shall pay Lender the fees shown on the Schedule, which
are in addition to all interest and other sums payable to Lender and are not
refundable.
   1.5 Loan Requests. To obtain a Loan, Borrower shall make a request to
Lender by facsimile or telephone.  Loan requests received after 2:30 PM
Eastern Time will be deemed made on the next Business Day. Lender may rely on
any telephone request for a Loan given by a person whom Lender believes in
good faith is an authorized representative of Borrower, and Borrower will
indemnify Lender for any loss Lender suffers as a result of that reliance.
   1.6  Letters of Credit. At the request of Borrower, Lender may, in its Good
Faith Business Judgment, issue or arrange for the issuance of letters of
credit for the account of Borrower, in each case in form and substance
satisfactory to Lender in its sole discretion (collectively, "Letters of
Credit").  The aggregate face amount of all Letters of Credit from time to
time outstanding shall not exceed the amount shown on the Schedule (the
"Letter of Credit Sublimit"), and shall be reserved against Loans which would
otherwise be available hereunder, and in the event at any time there are
insufficient Loans available to Borrower for such reserve, Borrower shall
deposit and maintain with Lender cash collateral in an amount at all times
equal to such deficiency, which shall be held as Collateral for all purposes
of this Agreement. Borrower shall pay all bank charges (including charges of
Lender) for the issuance of Letters of Credit, as Lender's letter of credit
department shall charge in connection with the Letters of Credit, plus the
fees set forth on the Schedule (the "Letter of Credit Fees").  Any payment by
Lender under or in connection with a Letter of Credit shall constitute a Loan
hereunder on the date such payment is made.  Each Letter of Credit shall have
an expiry date no later than six months after the Maturity Date.  Borrower
hereby agrees to indemnify and hold Lender harmless from any loss, cost,
expense, or liability, including payments made by Lender, expenses, and
reasonable attorneys' fees incurred by Lender arising out of or in connection
with any Letters of Credit.  Borrower agrees to be bound by the regulations
and interpretations of the issuer of any Letters of Credit guarantied by
Lender and opened for Borrower's account or by Lender's interpretations of any
Letter of Credit issued by Lender for Borrower's account, and Borrower
understands and agrees that Lender shall not be liable for any error,
negligence, or mistake, whether of omission or commission, in following
Borrower's instructions or those contained in the Letters of Credit or any
modifications, amendments, or supplements thereto.  Borrower understands that
Letters of Credit may require Lender to indemnify the issuing bank for certain
costs or liabilities arising out of claims by Borrower against such issuing
bank.  Borrower hereby agrees to indemnify and hold Lender harmless with
respect to any loss, cost, expense, or liability incurred by Lender under any
Letter of Credit as a result of Lender's indemnification of any such issuing
bank.  The provisions of this Loan Agreement, as it pertains to Letters of
Credit, and any other Loan Documents relating to Letters of Credit are
cumulative. Anything to the contrary in this Section 1.6 notwithstanding,
Lender shall not be indemnified for any amounts, losses, costs, expenses or
liabilities resulting from its own gross negligence or willful misconduct.
2.  SECURITY INTEREST. To secure the payment and performance of all of the
Obligations when due, Borrower hereby grants to Lender a security interest in
all of the following (collectively, the "Collateral"):  all right, title and
interest of Borrower in and to all of the following, whether now owned or
hereafter arising or acquired and wherever located: all Accounts; all
Inventory; all Equipment; all Deposit Accounts; all General Intangibles
(including without limitation all Intellectual Property); all Investment
Property; all Other Property; and any and all claims, rights and interests in
any of the above, and all guaranties and security for any of the above, and
all substitutions and replacements for, additions, accessions, attachments,
accessories, and improvements to, and proceeds (including proceeds of any
insurance policies, proceeds of proceeds and claims against third parties) of,
any and all of the above, and all Borrower's books relating to any and all of
the above.
Notwithstanding the foregoing, the Collateral shall not include any such
property (the "Excluded Property"):
   (i) which is a license of Intellectual Property to Borrower, pursuant to a
license which is nonassignable by its terms without the consent of the
licensor thereof (but only to the extent such prohibition on assignability is
enforceable under applicable law, including, without limitation, Section 9408
of the Code), and as to any such licenses, Borrower represents and warrants
that they are non-exclusive and replaceable on commercially reasonable terms;
   (ii) which is a lease of Equipment leased to Borrower pursuant to a capital
lease which by its terms is non-assignable (but only to the extent such
prohibition on assignability is enforceable under applicable law, including,
without limitation, Sections 9407 of the Code);
   (iii) if the granting of a security interest in the property is prohibited
by enforceable provisions of applicable law, provided that upon the cessation
of any such prohibition, such property shall automatically become part of the
Collateral, and Borrower represents and warrants that such property is and
will not be material to its business; or
   (iv) that is subject to a Lien that is permitted pursuant to clause (i) of
the definition of Permitted Liens, if the grant of a security interest with
respect to such property would be prohibited by the agreement creating such
Permitted Lien or would otherwise constitute a default thereunder, but only to
the extent such prohibition is enforceable under applicable law, and provided,
that such property will be deemed "Collateral" hereunder upon the termination
and release of such Permitted Lien; or
   (v) that consists of outstanding capital stock of any Foreign Sub in excess
of 65% of the voting power of all classes of capital stock of such Foreign Sub
entitled to vote.
Borrower represents and warrants to Lender that none of the Excluded Property
is material to Borrower's business or includes Intellectual Property which is
licensed by the Borrower to its customers or incorporated in products licensed
or sold by the Borrower to its customers.  Borrower shall not, hereafter,
without Lender's prior written consent, acquire any Excluded Property which is
or will be material to Borrower's business or which is licensed by the
Borrower to its customers or incorporated in products licensed or sold by the
Borrower to its customers.
3.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER.
In order to induce Lender to enter into this Agreement and to make Loans,
Borrower represents and warrants to Lender as follows, and Borrower covenants
that the following representations will continue to be true (except to the
extent that such representation or warranty relates to a particular date), and
that Borrower will at all times comply with all of the following covenants,
throughout the term of this Agreement and until all Obligations have been Paid
in Full:
   3.1  Corporate Existence and Authority.  Borrower is, and will continue to
be, duly organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or organization.  Borrower is and will
continue to be qualified and licensed to do business in all jurisdictions in
which any failure to do so would reasonably be expected to result in a
Material Adverse Change.  The execution, delivery and performance by Borrower
of this Agreement, and all other documents contemplated hereby (i) have been
duly and validly authorized, (ii) are not subject to any consents, other than
consents the failure of which to obtain would not be reasonably expected to
result in a Material Adverse Change, (iii) are enforceable against Borrower in
accordance with their terms (except as enforcement may be limited by equitable
principles and by bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to creditors' rights generally), and (iv) do not violate
Borrower's articles or certificate of incorporation, or Borrower's by-laws,
(v) do not violate, in any material respect, any law or any material agreement
or instrument, which is binding upon Borrower or its property, and (vi) do not
constitute grounds for acceleration of any indebtedness or obligations in
excess of $50,000 in the aggregate, under any agreement or instrument which is
binding upon Borrower or its property.
   3.2  Name; Trade Names and Styles.  As of the date hereof, the name of
Borrower set forth in the heading to this Agreement is its correct name.
Listed in the Representations are all prior names of Borrower and all of
Borrower's present trade names, as of the date hereof.  Borrower shall give
Lender 30 days' prior written notice before changing its name or doing
business under any other name.  Borrower has complied, and will in the future
comply, in all material respects, with all laws relating to the conduct of
business under a fictitious business name.
   3.3  Place of Business; Location of Collateral. As of the date hereof, the
address set forth in the heading to this Agreement is Borrower's chief
executive office.  In addition, as of the date hereof, Borrower has places of
business and Collateral is located only at the locations set forth in the
Representations, except that the following Collateral may be maintained at the
following locations (the "Permitted Other Locations"): Inventory and tools and
dies located at contract manufacturers in the ordinary course of business, and
Inventory in transit in the ordinary course of business.  Borrower will give
Lender at least 15 days prior written notice before opening any additional
place of business, changing its chief executive office, or moving any of the
Collateral (i) except to a location other than Borrower's Address, one of the
locations set forth in the Representations or a Permitted Other Location, (ii)
except that Borrower may maintain sales offices or project deployment sites in
the ordinary course of business at which not more than a total of $100,000
fair market value of Equipment and Inventory is located, and (iii) except for
(a) Inventory sold in the ordinary course of business and (b) equipment in
transit between any such locations in clauses (i)-(ii) above (including
locations for which 15 days prior written notice is given to Lender).
   3.4  Title to Collateral; Perfection; Permitted Liens.
     (a) Borrower is now, and will at all times in the future be, the sole
owner of all the Collateral, except for items of Equipment which are leased to
Borrower, and except for non-exclusive licenses granted by Borrower to its
customers in the ordinary course of business, and possible claims which may be
asserted in litigation involving a claim of less then $200,000.  The
Collateral now is and will remain free and clear of any and all Liens and
adverse claims, except for Permitted Liens.  Lender now has, and will continue
to have, a first-priority perfected and enforceable security interest in all
of the Collateral, subject only to the Permitted Liens, and Borrower will at
all times defend Lender and the Collateral against all claims of others.
     (b) Borrower has set forth in the Representations all of Borrower's
Deposit Accounts at the date hereof, and Borrower will give Lender five
Business Days advance written notice before establishing any new Deposit
Accounts and will cause the institution where any such new Deposit Account is
maintained to execute and deliver to Lender a control agreement in form
sufficient to perfect Lender's security interest in the Deposit Account and
otherwise satisfactory to Lender in its Good Faith Business Judgment. Nothing
herein limits any requirements which may be set forth in the Schedule as to
where Deposit Accounts will be maintained.
     (c) In the event that Borrower shall at any time after the date hereof
have any commercial tort claims against others, which it is asserting or
intends to assert, and in which the potential recovery exceeds $100,000,
Borrower shall promptly notify Lender thereof in writing and provide Lender
with such information regarding the same as Lender shall request.  Such
notification to Lender shall constitute a grant of a security interest in the
commercial tort claim and all proceeds thereof to Lender, and Borrower shall
execute and deliver all such documents and take all such actions as Lender
shall request in connection therewith.
     (d) None of the Collateral now is or will be affixed to any real property
with such intent as to become a fixture.  Borrower will not become a lessee
under any real property lease pursuant to which the lessor may obtain any
rights in any of the Collateral superior to the security interest of Lender,
without the prior written consent of Lender.  Whenever any Collateral is
located upon premises in which any third party has an interest, Borrower
shall, whenever requested by Lender, use commercially reasonable efforts to
cause such third party to execute and deliver to Lender, in form acceptable to
Lender, such waivers and subordinations as Lender shall specify in its Good
Faith Business Judgment.  Borrower will keep in full force and effect, and
will comply with all material terms of, any lease of real property where any
of the Collateral now or in the future may be located, unless the failure to
do so would not have a material adverse effect on any Collateral.
     (e) Except as disclosed in the Representations, Borrower is not a party
to, nor is it bound by, any license that is material to the conduct of
Borrower's business and that prohibits or otherwise restricts Borrower from
granting a security interest in Borrower's interest in such license.
     (f) Borrower is the sole owner of the Intellectual Property Collateral,
except for (i) non-exclusive licenses granted by Borrower to its customers in
the ordinary course of business, and (ii) possible claims which may be
asserted in litigation involving a claim of less than $200,000.  To the best
of Borrower's knowledge, each of the Copyrights, Trademarks and Patents is
valid and enforceable, and no part of the Intellectual Property Collateral has
been judged invalid or unenforceable, in whole or in part, and no claim has
been made to Borrower that any part of the Intellectual Property Collateral
violates the rights of any third party, in each case except to the extent such
claim would not reasonably be expected to cause a Material Adverse Change.
   3.5  Maintenance of Collateral.  Borrower will maintain the Inventory in
good and merchantable condition and maintain all other tangible Collateral in
good working condition (ordinary wear and tear excepted), and Borrower will
not use the Collateral for any unlawful purpose.  Borrower will immediately
advise Lender in writing of any material loss or damage to the Collateral.
   3.6  Books and Records.  Borrower has maintained and will maintain at
Borrower's Address books and records complete and accurate in all material
respects, comprising an accounting system in accordance with GAAP.
   3.7  Financial Condition, Statements and Reports.  All financial statements
now or in the future delivered to Lender have been, and will be, prepared in
conformity with GAAP, and now and in the future will fairly present the
results of operations and financial condition of Borrower, in accordance with
GAAP, at the times and for the periods therein stated (except  in the case of
interim financial statements, for the lack of footnotes, and subject to year-
end adjustments).  Between the last date covered by any such statement
provided to Lender and the date hereof, there has been no Material Adverse
Change.
   3.8  Tax Returns and Payments; Pension Contributions.  Borrower has timely
filed, and will timely file, all required tax returns and reports, and
Borrower has timely paid, and will timely pay, all foreign, federal, state and
local taxes, assessments, deposits and contributions now or in the future owed
by Borrower (except for tax returns and reports which Borrower has
inadvertently failed to file when due and except for taxes which Borrower has
inadvertently failed to pay, in all cases involving an amount not in excess of
$50,000 in the aggregate at any one time).  Borrower may, however, defer pay-
ment of any contested taxes, provided that Borrower (i) in good faith contests
Borrower's obligation to pay the taxes by appropriate proceedings promptly and
diligently instituted and conducted, (ii) notifies Lender in writing of the
commencement of, and any material development in, the proceedings, and (iii)
posts bonds or takes any other steps required to keep the contested taxes from
becoming a Lien upon any of the Collateral (except for Liens which Borrower is
unaware of and which secure an amount not in excess of $50,000 in the
aggregate at any one time).  Borrower is unaware of any claims or adjustments
proposed for any of Borrower's prior tax years which could result in
additional taxes becoming due and payable by Borrower (except for claims
involving less than $50,000 in the aggregate at any one time).  Borrower has
paid, and shall continue to pay all amounts necessary to fund all present and
future pension, profit sharing and deferred compensation plans in accordance
with their terms, and Borrower has not and will not withdraw from
participation in, permit partial or complete termination of, or permit the
occurrence of any other event with respect to, any such plan which could
reasonably be expected to result in any liability of Borrower, including any
liability to the Pension Benefit Guaranty Corporation or its successors or any
other governmental agency.
   3.9  Compliance with Law.  Borrower has, to the best of its knowledge,
complied, and will in the future comply, in all material respects, with all
provisions of all foreign, federal, state and local laws and regulations
applicable to Borrower, including, but not limited to, those relating to
Borrower's ownership of real or personal property, the conduct and licensing
of Borrower's business, and all environmental matters, except for any
inadvertent failure to comply with any such laws or regulations, which failure
would not be reasonably expected to subject Borrower to claims of more than
$50,000 in the aggregate for all such claims at any one time. Borrower has
obtained all consents, approvals and authorizations of, made all declarations
or filings with, and given all notices to, all governmental authorities that
are necessary for the continued operation of Borrower's business as currently
conducted, except where the failure to do so would not reasonably be expected
to cause a Material Adverse Change.
   3.10  Litigation.  As of the date hereof, except as disclosed in Item 18 of
the Representations, there is no claim, suit, litigation, proceeding or
investigation pending or, to Borrower's knowledge, threatened against or
affecting Borrower in any court or before any governmental agency (or any
basis therefor known to Borrower) involving any claim against Borrower of more
than $200,000.  Borrower will promptly inform Lender in writing of any claim,
proceeding, litigation or investigation in the future threatened or instituted
against Borrower involving any claim against Borrower of more than $200,000.
   3.11  Use of Proceeds.  All proceeds of all Loans shall be used solely for
Borrower's working capital and general corporate purposes, including the
repayment of indebtedness outstanding immediately prior to the execution of
this Agreement to Borrower's existing secured lender.  Borrower is not
purchasing or carrying any "margin stock" (as defined in Regulation U of the
Board of Governors of the Federal Reserve System) and no part of the proceeds
of any Loan will be used to purchase or carry any "margin stock" or to extend
credit to others for the purpose of purchasing or carrying any "margin stock."
   3.12  Solvency, Payment of Debts.  Borrower is able to pay its debts
(including trade debts) as they mature; the fair saleable value (on a going
concern basis) of Borrower's assets (including goodwill minus disposition
costs) exceeds the fair value of its liabilities; and Borrower is not left
with unreasonably small capital after the transactions contemplated by this
Agreement.
4.  ACCOUNTS.
   4.1  Representations Relating to Accounts.  Borrower represents and
warrants to Lender as follows:  Each Account with respect to which Loans are
requested by Borrower shall, on the date each Loan is requested and made, (i)
represent an undisputed bona fide existing unconditional obligation of the
Account Debtor created by the sale, delivery, and acceptance of goods or the
rendition of services, or the non-exclusive licensing of Intellectual
Property, in the ordinary course of Borrower's business, and (ii) meet the
Minimum Eligibility Requirements set forth in  Section 8 below.
   4.2  Representations Relating to Documents and Legal Compliance.  Borrower
represents and warrants to Lender as follows:  All statements made and all
unpaid balances appearing in all invoices, instruments and other documents
evidencing the Accounts are and shall be true and correct in all material
respects, and all such invoices, instruments and other documents and all of
Borrower's books and records are and shall be genuine and in all respects what
they purport to be.  All sales and other transactions underlying or giving
rise to each Account shall comply in all material respects with all applicable
laws and governmental rules and regulations.  To the best of Borrower's
knowledge, all signatures and endorsements on all documents, instruments, and
agreements relating to all Accounts are and shall be genuine, and all such
documents, instruments and agreements are and shall be legally enforceable in
accordance with their terms.
   4.3  Schedules and Documents relating to Accounts.  Borrower shall deliver
to Lender transaction reports and schedules of collections, as provided in the
Schedule, on Lender's standard forms; provided, however, that Borrower's
failure to execute and deliver the same shall not affect or limit Lender's
security interest and other rights in all of Borrower's Accounts, nor shall
Lender's failure to advance or lend against a specific Account affect or limit
Lender's security interest and other rights therein. If requested by Lender,
Borrower shall furnish Lender with copies (or, at Lender's request, originals)
of all contracts, orders, invoices, and other similar documents, and all
shipping instructions, delivery receipts, bills of lading, and other evidence
of delivery, for any goods the sale or disposition of which gave rise to such
Accounts, and Borrower warrants the genuineness of all of the foregoing.
Borrower shall also furnish to Lender an aged accounts receivable trial
balance as provided in the Schedule.  In addition, Borrower shall deliver to
Lender, on its request, the originals of all instruments, chattel paper,
security agreements, guarantees and other documents and property evidencing or
securing any Accounts, in the same form as received, with all necessary
endorsements, and copies of all credit memos.
   4.4  Lockbox. Except as otherwise set forth below, Borrower shall at all
times, as promptly as practicable after receipt, deposit any funds received by
Borrower from any source (including without limitation all proceeds of
Accounts and all other Collateral), into a cash collateral account at Lender
in Borrower's name (the "Cash Collateral Account"), over which Lender shall
have exclusive and unrestricted access. Borrower shall at all times direct its
Account Debtors to mail or deliver all checks or other forms of payment for
amounts owing to Borrower to a post office box designated by Lender (the
"Lockbox"), over which Lender shall have exclusive and unrestricted access.
Prior to disbursement of any Loans, Borrower shall open the Lockbox, and
thereafter Borrower shall at all times maintain the Lockbox with Lender in
accordance with the terms hereof. Except for funds deposited into the Cash
Collateral Account, all funds received by Borrower from any source shall be
directed to the Lockbox, as promptly as practicable after receipt. Lender
shall collect the mail delivered to the Lockbox, open such mail, and endorse
and credit all items to the Lockbox. All funds flowing through the Lockbox
shall then automatically be transferred to the Cash Collateral Account.
Borrower shall direct all customers or other persons owing money to Borrower
who make payments by electronic transfer of funds to wire such funds directly
to the Cash Collateral Account.  Borrower shall hold in trust for Lender all
amounts that Borrower receives despite the directions to make payments to the
Cash Collateral Account, and deliver such payments to Lender in their original
form as received from the payor, with proper endorsements for deposit into the
Cash Collateral Account, as promptly as practicable after receipt. Borrower
irrevocably authorizes Lender to transfer to the Cash Collateral Account any
funds that have been deposited into any other accounts or that Lender has
received by wire transfer, check, cash, or otherwise. Lender shall have all
right, title and interest in all of the items from time to time held in the
Cash Collateral Account and their proceeds.  Neither Borrower nor any person
claiming through Borrower shall have any right or control over the use of, or
any right to withdraw any amount from, the Cash Collateral Account, which
shall be under the sole control of Lender. Lender may apply amounts held in
the Cash Collateral Account to the outstanding balance of the Obligations on a
daily basis.  Lender may from time to time in its discretion make Loans to
Borrower to cover checks or other items or charges that Borrower has drawn or
made against its operating account (the "Operating Account") or to cause
payment of amounts due under the Loan Documents. Borrower authorizes Lender to
make such Loans from time to time by means of appropriate entries of credits
to the Operating Account sufficient to cover any such charges then presented,
such Loans to be subject to the terms of this Agreement as though made
pursuant to a request from Borrower.
   4.5.  Exceptions.  Notwithstanding the provisions of Section 4.4, if no
Default or Event of Default has occurred and is continuing, Borrower shall not
be obligated to remit to Lender the proceeds of the sale of worn out or
obsolete Equipment disposed of by Borrower in good faith in an arm's length
transaction for an aggregate purchase price of $25,000 or less (for all such
transactions in any fiscal year).
   4.6  Disputes.  Borrower shall notify Lender promptly of all disputes or
claims in excess of $100,000 individually , which relate to any Accounts.
Borrower shall not forgive (completely or partially), compromise or settle any
Account for less than payment in full, or agree to do any of the foregoing,
except that Borrower may do so, provided that: (i) Borrower does so in good
faith, in a commercially reasonable manner, in the ordinary course of
business, and in arm's length transactions, which are reported to Lender on
the regular reports provided to Lender; (ii) no Default or Event of Default
has occurred and is continuing; and (iii) taking into account all such
discounts, settlements and forgiveness, the total outstanding Loans will not
exceed the Credit Limit.
   4.7  Returns.  Provided no Event of Default has occurred and is continuing,
if any Account Debtor returns any Inventory to Borrower, and such return is
accepted, Borrower shall within a commercially reasonable time, determine the
reason for such return and promptly issue a credit memorandum to the Account
Debtor in the appropriate amount, shall repair and return such Inventory to
the Account Debtor in accordance with the terms of any warranty in respect of
such Inventory, return such Inventory if no flaw is found in such Inventory or
take any other action acceptable to Borrower using its commercially reasonable
business judgment.  In the event any attempted return occurs after the
occurrence and during the continuance of any Event of Default, and, upon
election of Lender, Borrower shall hold the returned Inventory in trust for
Lender, and immediately notify Lender of the return of the Inventory.
   4.8  Verification.  Lender may, from time to time, verify directly with the
respective Account Debtors the validity, amount and other matters relating to
the Accounts, by means of mail, telephone or otherwise, either in the name of
Borrower or Lender or such other name as Lender may choose, and Lender or its
designee may, at any time, notify Account Debtors that it has a security
interest in the Accounts.
   4.9  No Liability.  Lender shall not be responsible or liable for any
shortage or discrepancy in, damage to, or loss or destruction of, any goods,
the sale or other disposition of which gives rise to an Account, or for any
error, act, omission, or delay of any kind occurring in the settlement,
failure to settle, collection or failure to collect any Account, or for
settling any Account in good faith for less than the full amount thereof, nor
shall Lender be deemed to be responsible for any of Borrower's obligations
under any contract or agreement giving rise to an Account. Nothing in this
Section 4.9 shall, however, relieve Lender from liability for its own gross
negligence or willful misconduct.

5.  ADDITIONAL DUTIES OF BORROWER.
   5.1  Financial and Other Covenants.  Borrower shall comply with the
financial and other covenants set forth in the Schedule in accordance with the
terms set forth therein.
   5.2  Insurance. Borrower shall, at all times insure all of the tangible
personal property Collateral and carry such other business insurance, with
reputable insurers, in such form and with such amounts  as is customary and in
accordance with standard practices for Borrower's industry and locations, and
Borrower shall provide evidence of such insurance to Lender. All such
insurance policies shall name Lender as the exclusive loss payee, and shall
contain a lenders loss payee endorsement in form reasonably acceptable to
Lender. Upon receipt of the proceeds of any such insurance, Lender shall apply
such proceeds in reduction of the Obligations as Lender shall determine in its
sole discretion, except that, provided no Default or Event of Default has
occurred and is continuing, Lender shall release to Borrower insurance
proceeds with respect to Equipment totaling less than $200,000, which shall be
utilized by Borrower for the replacement of the Equipment with respect to
which the insurance proceeds were paid.  Lender may require reasonable
assurance that the insurance proceeds so released will be so used.  If
Borrower fails to provide or pay for any insurance, Lender may, but is not
obligated to, obtain the same at Borrower's expense.  Borrower shall promptly
deliver to Lender copies of all material reports made to insurance companies.
   5.3  Reports.  Borrower, at its expense, shall provide Lender with the
written reports set forth in the Schedule, and such other written reports with
respect to Borrower as Lender shall from time to time specify in its Good
Faith Business Judgment.
   5.4  Access to Collateral, Books and Records.  At reasonable times, and on
one Business Day's notice, Lender, or its agents, shall have the right to
inspect the Collateral, and the right to audit and copy Borrower's books and
records. The foregoing inspections and audits shall be at Borrower's expense
and the charge therefor shall be $850 per person per day (or such other amount
as shall represent Lender's then current standard charge for the same), plus
reasonable out-of-pocket expenses (including without limitation any additional
costs and expenses of outside auditors retained by Lender).
   5.5  Negative Covenants.  Except as may be permitted in the Schedule,
Borrower shall not, without Lender's prior written consent (which shall be a
matter of its Good Faith Business Judgment), do any of the following:
     (i) merge or consolidate with another corporation or entity, except that
a Borrower may merge into another Borrower with ten Business Days prior
written notice to Lender, and a Foreign Sub may merge into a Borrower with ten
Business Days prior written notice to Lender, if the Borrower is the surviving
corporation in the merger;
     (ii) acquire any assets, except in the ordinary course of business,
except that, so long as no Default or Event of Default has occurred and is
continuing,  Borrower may acquire all or substantially all of the assets or
liabilities of, or equity interests of, any Person, or any lines of business
or division or business unit of, any Person as follows: (A) as permitted by
Section 5.5(i); and (B) any such acquisitions where (1) the acquired Person is
conducting, or the acquired assets or line of business consist of, a line of
business reasonably related to the business presently conducted by Borrower,
and (2) the total consideration for all such transactions does not exceed
$500,000 in any fiscal year;
     (iii) enter into any other transaction outside the ordinary course of
business, except that, so long as no Default or Event of Default has occurred
and is continuing, Borrower may enter into such transactions involving not
more than $500,000 in the aggregate in any fiscal year;
     (iv) sell or transfer any Collateral, except for (A) the sale of finished
Inventory in the ordinary course of Borrower's business, (B) the sale of
obsolete or unneeded Equipment in the ordinary course of business, (C) non-
exclusive licenses of Intellectual Property in the ordinary course of
business, and (D) Permitted Liens and Permitted Investments;
     (v) store any Inventory or other Collateral with any warehouseman or
other third party (except for Permitted Other Locations, locations set forth
in the Representations, and locations in clause (ii) of Section 3.3), unless
(i) there is in place an agreement by such warehouseman or other third party
in favor of Lender in such form as Lender shall specify in its good faith
business judgment, or (ii) the total value of all such Inventory and other
Collateral so stored does not exceed $500,000 in the aggregate at any time;
     (vi) sell any Inventory on a sale-or-return, guaranteed sale,
consignment, or other contingent basis;
     (vii) make any loans of any money or other assets or any other
Investments, other than Permitted Investments;
     (viii) create, incur, assume or permit to be outstanding any Indebtedness
other than Permitted Indebtedness;
     (ix) guarantee or otherwise become liable with respect to the obligations
of another party or entity if the aggregate amount of all such guarantees
would exceed $100,000, except for guarantees by a Borrower of the obligations
of another Borrower which are permitted hereunder;
     (x) pay or declare any dividends on Borrower's stock (except for
dividends payable solely in stock of Borrower);
     (xi) redeem, retire, purchase or otherwise acquire, directly or
indirectly, any of Borrower's stock or other equity securities except for (A)
repurchases of stock of Parent from former employees or directors of Parent
under the terms of applicable repurchase agreements in an aggregate amount not
to exceed $50,000 in any fiscal year, provided that no Event of Default has
occurred, is continuing or would exist after giving effect to the repurchases,
and (B) common stock of Parent tendered to Parent by employees to pay for the
exercise price, and/or minimum tax withholding, on employee equity awards,
including stock options and restricted stock grants;
     (xii) engage, directly or indirectly, in any business other than the
businesses currently engaged in by Borrower or reasonably related thereto, or
become an "investment company" within the meaning of the Investment Company
Act of 1940;
     (xiii) directly or indirectly enter into, or permit to exist, any
material transaction with any Affiliate of Borrower, except for transactions
that are in the ordinary course of Borrower's business, and are on fair and
reasonable terms that are no less favorable to Borrower than would be obtained
in an arm's length transaction with a non-affiliated Person; provided that the
following shall not be prohibited by the foregoing: (A) Permitted Investments,
dividends, distributions and stock redemptions, purchases and retirements, in
each case that are not otherwise restricted hereby; (B) transactions between
and among Borrower and any other Borrower thereof in the ordinary course of
business, including any non-exclusive license of Intellectual Property in the
ordinary course of business; (C) reasonable and customary director, officer,
employee and consultant compensation (including bonuses) and other benefits
(including retirement, health, stock option and other benefit plans), and
reasonable and customary indemnification and reimbursement arrangements with
respect to such Persons; and (D) any purchase of Subordinated Debt by any
officer or director of Borrower;
     (xiv) reincorporate in another state;
     (xv) change its fiscal year;
     (xvi) dissolve or elect to dissolve, except that a Borrower which is a
wholly-owned Subsidiary of another Borrower may dissolve, with five Business
Day prior written notice to the Lender, if all of its assets are distributed
to the Borrower which owns 100% of its stock; or
     (xvii) agree to do any of the foregoing, unless such agreement provides
that it is subject to the prior written consent of Lender.
Permitted Investments under clauses (viii) and (xi) of the definition of
"Permitted Investments", to the extent permitted by the foregoing provisions
of this Section, are only permitted if no Default or Event of Default has
occurred and is continuing, or would occur as a result of such transaction.
   5.6  Litigation Cooperation.  Should any third-party suit or proceeding be
instituted by or against Lender with respect to any Collateral or relating to
Borrower, Borrower shall, without expense to Lender, make available Borrower
and its officers, employees and agents and Borrower's books and records with
reasonable prior notice and during normal business hours, to the extent that
Lender may deem them reasonably necessary in order to prosecute or defend any
such suit or proceeding.
   5.7  Notification of Changes.  Borrower will give Lender written notice of
any change in its chief executive officer and chief financial officer within
ten days after the date of such change.
   5.8  Registration of Intellectual Property Rights.
     (a) Borrower shall give Lender written notice of any applications or
registrations with respect to Intellectual Property filed with the United
States Patent and Trademark Office, during any fiscal quarter, within 30 days
after such fiscal quarter, including the date of such filing and the
registration or application numbers, if any.
     (b) Borrower shall (i) give Lender not less than 30 days prior written
notice of the filing of any applications or registrations with the United
States Copyright Office, including the title of such intellectual property
rights to be registered, as such title will appear on such applications or
registrations, and the date such applications or registrations will be filed;
(ii) prior to the filing of any such applications or registrations, execute
such documents as Lender may reasonably request for Lender to maintain its
perfection in the Intellectual Property rights to be registered by Borrower;
(iii) upon the request of Lender, either deliver to Lender or file such
documents simultaneously with the filing of any such applications or
registrations; (iv) upon filing any such applications or registrations,
promptly provide Lender with a copy of such applications or registrations
together with any exhibits, evidence of the filing of any documents requested
by Lender to be filed for Lender to maintain the perfection and priority of
its security interest in such Intellectual Property rights.
     (c) Borrower shall use commercially reasonable efforts to (i) protect,
defend and maintain the validity and enforceability of material Intellectual
Property, and (ii) not allow any material Intellectual Property to be
abandoned, forfeited or dedicated to the public without the written consent of
Lender, which shall not be unreasonably withheld.  Borrower shall promptly
inform Lender of any infringement of material Intellectual Property rights
that becomes known to Borrower.
     (d) Lender shall have the right, but not the obligation, to take, at
Borrower's sole expense, any actions that Borrower is required under this
Section 5.8 to take but which Borrower fails to take, after 15 days' notice to
Borrower.  Borrower shall reimburse and indemnify Lender for all reasonable
costs and reasonable expenses incurred in the reasonable exercise of its
rights under this Section.
   5.9  Consent of Inbound Licensors.  Prior to entering into or becoming
bound by any material inbound license in the future, Borrower shall:  (i)
provide written notice to Lender of the material terms of such license or
agreement with a description of its likely impact on Borrower's business or
financial condition; and (ii) in good faith use commercially reasonable
efforts to obtain the consent of, or waiver by, any person whose consent or
waiver is necessary for Borrower's interest in such licenses to be deemed
Collateral and for Lender to have a security interest therein, provided,
however, that the failure to obtain any such consent or waiver shall not
constitute a default under this Agreement.
   5.10  Further Assurances.  Borrower agrees, at its expense, on request by
Lender, to execute all documents and take all actions, as Lender, may, in its
Good Faith Business Judgment, deem necessary or useful in order to perfect and
maintain Lender's perfected first-priority security interest in the Collateral
(subject only to Permitted Liens), and in order to fully consummate the
transactions contemplated by this Agreement.
6.   TERM.
   6.1  Maturity Date.  This Agreement shall continue in effect until the
maturity date set forth on the Schedule (the "Maturity Date"), subject to
Section 6.3 below.
   6.2  Early Termination.  This Agreement may be terminated prior to the
Maturity Date as follows:  (i) by Borrower, effective 30 days after written
notice of termination is given to Lender; or (ii) by Lender at any time after
the occurrence and during the continuance of an Event of Default, effective
immediately, provided that Lender shall as promptly as practicable provide
notice of any such termination to Borrower (except that no notice shall be
required with respect to an Event of Default consisting of the commencement of
any Insolvency Proceeding by or against Borrower).  If this Agreement is
terminated by Borrower or by Lender under this Section 6.2, Borrower shall pay
to Lender the termination fee set forth in the Schedule. The termination fee
shall be due and payable on the effective date of termination and thereafter
shall bear interest at a rate equal to the highest rate applicable to any of
the Obligations.
   6.3  Payment of Obligations.  On the Maturity Date or on any earlier
effective date of termination, Borrower shall Pay in Full all Obligations,
whether evidenced by installment notes or otherwise, and whether or not all or
any part of such Obligations are otherwise then due and payable. Without
limiting the generality of the foregoing, if on the Maturity Date, or on any
earlier effective date of termination, there are any outstanding Letters of
Credit issued by Lender or issued by another institution based upon an
application, guarantee, indemnity or similar agreement on the part of Lender,
then on such date Borrower shall provide to Lender cash collateral in an
amount equal to 105% of the face amount of all such Letters of Credit, plus
all interest, fees and cost due or to become due in connection therewith (as
estimated by Lender in its Good Faith Business Judgment), to secure all of the
Obligations relating to said Letters of Credit, pursuant to Lender's then
standard form cash pledge agreement. Notwithstanding any termination of this
Agreement, all of Lender's security interests in all of the Collateral and all
of the terms and provisions of this Agreement shall continue in full force and
effect until all Obligations have been Paid in Full; provided that Lender may,
in its sole discretion, refuse to make any further Loans after termination.
No termination shall in any way affect or impair any right or remedy of
Lender, nor shall any such termination relieve Borrower of any Obligation to
Lender, until all of the Obligations have been Paid in Full. Lender shall, at
Borrower's expense, release or terminate all financing statements and other
filings in favor of Lender as may be required to fully terminate Lender's
security interests, provided that there are no suits, actions, proceedings or
claims pending or threatened against any Person indemnified by Borrower under
this Agreement with respect to which indemnity has been or may be sought, upon
Lender's receipt of the following, in form and content satisfactory to Lender:
(i) all of the Obligations are Paid in Full and performance by Borrower of all
non-monetary Obligations under this Agreement not then performed, (ii) written
confirmation by Borrower that the commitment of Lender to make Loans under
this Agreement has terminated, (iii) a general release of all claims against
Lender, its officers, directors, agents, attorneys and Affiliates by Borrower
relating to Lender's performance and obligations under the Loan Documents, on
Lender's standard form, and (iv) an agreement by Borrower, and any new lender
to Borrower to indemnify Lender for any payments received by Lender that are
applied to the Obligations that may subsequently be returned or otherwise not
paid for any reason.
7.  EVENTS OF DEFAULT AND REMEDIES.
   7.1  Events of Default.  The  occurrence of any of the following events
shall constitute an "Event of Default" under this Agreement, and Borrower
shall give Lender immediate written notice thereof upon knowledge of any of
the following:
     (a) Any warranty, representation, statement, report or certificate made
or delivered to Lender by Borrower or any of Borrower's officers, employees or
agents, now or in the future, shall be untrue or misleading in a material
respect when made or deemed to be made; or
     (b) Borrower shall fail to pay when due any Loan or any interest thereon;
or
     (b-1) Borrower shall fail to pay when due any other monetary Obligation
within three Business Days after the date due; or
     (c) the total Loans and other Obligations outstanding at any time shall
exceed the Credit Limit and Borrower shall fail to pay any such excess in
accordance with Section 1.3; or
     (d) Borrower shall fail to comply any non-monetary Obligation which by
its nature cannot be cured, or shall fail to comply with the provisions of
Section 3.8 (titled "Tax Returns and Payments; Pension Contributions"),
Section 4.4 (titled "Lockbox"), the first two sentences of Section 5.2 (titled
"Insurance"), Section 5.4 (titled "Access to Collateral, Books and Records"),
Section 5.5 (titled "Negative Covenants"), Section 5 of the Schedule (titled
"Financial Covenants"), Section 6 of the Schedule (titled "Reporting"), or
Section 8(c) of the Schedule (titled "Deposit Accounts"); or
     (e) Borrower shall fail to perform any other non-monetary Obligation,
which failure is not cured within five Business Days after the date due; or
     (f) any Collateral becomes subject to any Lien (other than a Permitted
Lien) which is not cured within 10 days after the occurrence of the same; or
     (g) any Collateral is attached, seized, subjected to a writ or distress
warrant, or is levied upon, and such attachment, seizure, writ or distress
warrant or levy has not been removed, discharged or rescinded within 20 days,
or if Borrower is enjoined, restrained, or in any way prevented by court order
from continuing to conduct all or any material part of its business affairs,
or if a judgment or other claim becomes a Lien on any of the Collateral, or if
a notice of lien, levy, or assessment is filed of record with respect to any
of the Collateral by the United States Government, or any department, agency,
or instrumentality thereof, or by any state, county, municipal, or
governmental agency;
     (h) any default or event of default occurs under any obligation with an
amount in excess of $50,000, secured by a Permitted Lien, which is not cured
within any applicable cure period or waived in writing by the holder of the
Permitted Lien; or
     (i) Borrower breaches any material contract or obligation, which has
resulted or may reasonably be expected to result in a Material Adverse Change;
or
     (j) a final, judgment or judgments for the payment of money in an amount,
individually or in the aggregate, of at least $250,000 shall be rendered
against Borrower, and the same remain unsatisfied and unstayed for a period of
20 days or more; or
     (k) Dissolution, termination of existence, suspension of business for
more than thirty days, or insolvency of Borrower; or appointment of a
receiver, trustee or custodian, for all or any part of the property of,
assignment for the benefit of creditors by, or the commencement of any
Insolvency Proceeding by Borrower; or
     (l) the commencement of any Insolvency Proceeding against Borrower or any
Guarantor, which is not cured by the dismissal thereof within 45 days after
the date commenced; or
     (m) revocation or termination of, or limitation or denial of liability
upon, or default under, any guaranty of the Obligations or any attempt to do
any of the foregoing, or commencement of any Insolvency Proceeding by any
Guarantor, or death of any Guarantor; or
     (n) any default or event of default occurs under the Subordinated Debt
which is not cured in accordance with the terms thereof, or waived in writing
by the holders of the Subordinated Debt;
     (o) Borrower makes any payment on account of any indebtedness or
obligation which has been subordinated to the Obligations, other than as
permitted in the applicable subordination agreement, or if any Person who has
subordinated such indebtedness or obligations terminates or in any way limits
its subordination agreement; or
     (p) a Change in Control shall occur; or
     (q) the Maturity Date is extended by Lender (which shall be a matter of
Lender's sole discretion and shall be set forth in a written agreement signed
by Lender) and Borrower fails to obtain the written agreement of the holders
of the Subordinated Debt to extend the maturity date of the Subordinated Debt
by the same period of time; or
     (r) Borrower shall generally not pay its debts as they become due, or
Borrower shall conceal, remove or transfer any part of its property, with
intent to hinder, delay or defraud its creditors, or make or suffer any
transfer of any of its property which would be reasonably likely to be
fraudulent under any bankruptcy, fraudulent conveyance or similar law; or
     (s) Any director or officer of Borrower is indicted for a felony offence
under state or federal law, or Borrower hires an officer or has a director who
has been convicted of any such felony offense; or
     (t) a Material Adverse Change shall occur.
Lender may cease making any Loans hereunder during any of the above cure
periods, and thereafter if an Event of Default has occurred and is continuing.
   7.2  Remedies.  Upon the occurrence and during the continuance of any Event
of Default, Lender, at its option, and without notice or demand of any kind
(all of which are hereby expressly waived by Borrower), may do any one or more
of the following: (a) Cease making Loans or otherwise extending credit to
Borrower under this Agreement or any other Loan Document; (b) Accelerate and
declare all or any part of the Obligations to be immediately due, payable, and
performable, notwithstanding any deferred or installment payments allowed by
any instrument evidencing or relating to any Obligation; (c) Take possession
of any or all of the Collateral wherever it may be found, and for that purpose
Borrower hereby authorizes Lender without judicial process to enter onto any
of Borrower's premises without interference to search for, take possession of,
keep, store, or remove any of the Collateral, and remain on the premises or
cause a custodian to remain on the premises in exclusive control thereof,
without charge for so long as Lender deems it necessary, in its Good Faith
Business Judgment, in order to complete the enforcement of its rights under
this Agreement or any other agreement; provided, however, that should Lender
seek to take possession of any of the Collateral by court process, Borrower
hereby irrevocably waives: (i) any bond and any surety or security relating
thereto required by any statute, court rule or otherwise as an incident to
such possession; (ii) any demand for possession prior to the commencement of
any suit or action to recover possession thereof; and (iii) any requirement
that Lender retain possession of, and not dispose of, any such Collateral
until after trial or final judgment; (d) Require Borrower to assemble any or
all of the Collateral and make it available to Lender at places designated by
Lender which are reasonably convenient to Lender and Borrower, and to remove
the Collateral to such locations as Lender may deem advisable; (e) Complete
the processing, manufacturing or repair of any Collateral prior to a
disposition thereof and, for such purpose and for the purpose of removal,
Lender shall have the right to use Borrower's premises, vehicles, hoists,
lifts, cranes, and other Equipment and all other property without charge; (f)
Sell, lease or otherwise dispose of any of the Collateral, in its condition at
the time Lender obtains possession of it or after further manufacturing,
processing or repair, at one or more public and/or private sales, in lots or
in bulk, for cash, exchange or other property, or on credit, and to adjourn
any such sale from time to time without notice other than oral announcement at
the time scheduled for sale.  Lender shall have the right to conduct such
disposition on Borrower's premises without charge, for such time or times as
Lender deems reasonable, or on Lender's premises, or elsewhere and the
Collateral need not be located at the place of disposition.  Lender may
directly or through any Affiliate purchase or lease any Collateral at any such
public disposition, and if permissible under applicable law, at any private
disposition.  Any sale or other disposition of Collateral shall not relieve
Borrower of any liability Borrower may have if any Collateral is defective as
to title or physical condition or otherwise at the time of sale; (g) demand
payment of, and collect any Accounts and General Intangibles comprising
Collateral and, in connection therewith, Borrower irrevocably authorizes
Lender to endorse or sign Borrower's name on all collections, receipts,
instruments and other documents, to take possession of and open mail addressed
to Borrower and remove therefrom payments made with respect to any item of the
Collateral or proceeds thereof, and, in Lender's Good Faith Business Judgment,
to grant extensions of time to pay, compromise claims and settle Accounts and
the like for less than face value; (h) demand and receive possession of any of
Borrower's federal and state income tax returns and the books and records
utilized in the preparation thereof or referring thereto; and (i) set off any
of the Obligations against any general, special or other Deposit Accounts of
Borrower maintained with Lender.  All reasonable attorneys' fees, expenses,
costs, liabilities and obligations incurred by Lender with respect to the
foregoing shall be added to and become part of the Obligations, shall be due
on demand, and shall bear interest at a rate equal to the highest interest
rate applicable to any of the Obligations from the date paid by Lender to the
date repaid to Lender.  Without limiting any of Lender's rights and remedies,
from and after the occurrence and during the continuance of any Event of
Default, the interest rate applicable to the Obligations and the Letter of
Credit Fees shall be increased by an additional five percent per annum (the
"Default Rate").
   7.3  Standards for Determining Commercial Reasonableness.  Borrower and
Lender agree that a sale or other disposition (collectively, "Sale") of any
Collateral which complies with the following standards will conclusively be
deemed to be commercially reasonable:  (i) notice of the Sale is given to
Borrower at least ten days prior to the Sale, and, in the case of a public
Sale, notice of the Sale is published at least five days before the date of
the Sale in a newspaper of general circulation in the county where the Sale is
to be conducted; (ii) notice of the Sale describes the Collateral in general,
non-specific terms; (iii) the Sale is conducted at a place designated by
Lender, with or without the Collateral being present; (iv) the Sale commences
at any time between 8:00 a.m. and 6:00 p.m;  (v) payment of the purchase price
in cash or by cashier's check or wire transfer is required; (vi) with respect
to any Sale of any of the Collateral, Lender may (but is not obligated to)
direct any prospective purchaser to ascertain directly from Borrower any and
all information concerning the same.  Lender shall be free to employ other
methods of noticing and selling the Collateral, in its discretion, if they are
commercially reasonable.
   7.4  Investment Property.  If a Default or an Event of Default has occurred
and is continuing, upon the election of the Lender, Borrower shall hold all
payments on, and proceeds of, and distributions with respect to, Investment
Property in trust for Lender, and Borrower shall deliver all such payments,
proceeds and distributions to Lender, immediately upon receipt, in their
original form, duly endorsed, to be applied to the Obligations in such order
as Lender shall determine. Borrower recognizes that Lender may be unable to
make a public sale of any or all of the Investment Property, by reason of
prohibitions contained in applicable securities laws or otherwise, and
expressly agrees that a private sale to a restricted group of purchasers for
investment and not with a view to any distribution thereof shall be considered
a commercially reasonable sale thereof.
   7.5  Power of Attorney.  Upon the occurrence and during the continuance of
any Event of Default, without limiting Lender's other rights and remedies,
Borrower grants to Lender an irrevocable power of attorney coupled with an
interest, authorizing and permitting Lender (acting through any of its
employees, attorneys or agents) at any time, at its option, but without
obligation, with or without notice to Borrower, and at Borrower's expense, to
do any or all of the following, in Borrower's name or otherwise, but Lender
agrees that if it exercises any right hereunder, it will do so in good faith
and in a commercially reasonable manner:  (a) execute on behalf of Borrower
any documents that Lender may, in its Good Faith Business Judgment, deem
advisable in order to perfect and maintain Lender's security interest in the
Collateral, or in order to exercise a right of Borrower or Lender, or in order
to fully consummate all the transactions contemplated under this Agreement,
and all other Loan Documents; (b) execute on behalf of Borrower, any invoices
relating to any Account, any draft against any Account Debtor and any notice
to any Account Debtor, any proof of claim in bankruptcy, any Notice of Lien,
claim of mechanic's, materialman's or other Lien, or assignment or
satisfaction of mechanic's, materialman's or other Lien; (c) take control in
any manner of any cash or non-cash items of payment or proceeds of Collateral;
endorse the name of Borrower upon any instruments, or documents, evidence of
payment or Collateral that may come into Lender's possession; (d) endorse all
checks and other forms of remittances received by Lender; (e) pay, contest or
settle any Lien and adverse claim in or to any of the Collateral, or any
judgment based thereon, or otherwise take any action to terminate or discharge
the same; (f) grant extensions of time to pay, compromise claims and settle
Accounts and General Intangibles for less than face value and execute all
releases and other documents in connection therewith; (g) pay any sums
required on account of Borrower's taxes or to secure the release of any Liens
therefor, or both; (h) settle and adjust, and give releases of, any insurance
claim that relates to any of the Collateral and obtain payment therefor; (i)
instruct any third party having custody or control of any books or records
belonging to, or relating to, Borrower to give Lender the same rights of
access and other rights with respect thereto as Lender has under this
Agreement; and (j) take any action or pay any sum required of Borrower
pursuant to this Agreement and any other Loan Documents; (k) enter into a
short-form intellectual property security agreement consistent with the terms
of this Agreement for recording purposes only or modify, in its sole
discretion, any intellectual property security agreement entered into between
Borrower and Lender without first obtaining Borrower's approval of or
signature to such modification by amending exhibits thereto, as appropriate,
to include reference to any right, title or interest in any Copyrights,
Patents or Trademarks acquired by Borrower after the execution hereof or to
delete any reference to any right, title or interest in any Copyrights,
Patents or Trademarks in which Borrower no longer has or claims to have any
right, title or interest; and (l) file, in its sole discretion, one or more
financing or continuation statements and amendments thereto, relative to any
of the Collateral; provided Lender may exercise such power of attorney to sign
the name of Borrower on any of the documents described in clauses (k) and (l)
above, regardless of whether an Event of Default has occurred.  Any and all
reasonable sums paid and any and all reasonable costs, expenses, liabilities,
obligations and attorneys' fees incurred by Lender with respect to the
foregoing shall be added to and become part of the Obligations, shall be
payable on demand, and shall bear interest at a rate equal to the highest
interest rate applicable to any of the Obligations from the date paid by
Lender to the date repaid to Lender.  In no event shall Lender's rights under
the foregoing power of attorney or any of Lender's other rights under this
Agreement be deemed to indicate that Lender is in control of the business,
management or properties of Borrower.
   7.6  Application of Proceeds.  All proceeds realized as the result of any
Sale of the Collateral shall be applied by Lender first to the reasonable
costs, expenses, liabilities, obligations and attorneys' fees incurred by
Lender in the exercise of its rights under this Agreement, second to the
interest due upon any of the Obligations, and third to the principal of the
Obligations, in such order as Lender shall determine in its sole discretion.
Any surplus shall be paid to Borrower or other persons legally entitled
thereto; Borrower shall remain liable to Lender for any deficiency.  If,
Lender, in its Good Faith Business Judgment, directly or indirectly enters
into a deferred payment or other credit transaction with any purchaser at any
Sale of Collateral, Lender shall have the option, exercisable at any time, in
its Good Faith Business Judgment, of either reducing the Obligations by the
principal amount of purchase price or deferring the reduction of the
Obligations until the actual receipt by Lender of the cash therefor.
   7.7  Remedies Cumulative.  In addition to the rights and remedies set forth
in this Agreement, Lender shall have all the other rights and remedies
accorded a secured party under the Uniform Commercial Code and under all other
applicable laws, and under any other instrument or agreement now or in the
future entered into between Lender and Borrower, and all of such rights and
remedies are cumulative and none is exclusive.  Exercise or partial exercise
by Lender of one or more of its rights or remedies shall not be deemed an
election, nor bar Lender from subsequent exercise or partial exercise of any
other rights or remedies.  The failure or delay of Lender to exercise any
rights or remedies shall not operate as a waiver thereof, but all rights and
remedies shall continue in full force and effect until all of the Obligations
have been fully paid and performed.
8.  DEFINITIONS.  As used in this Agreement, the following terms have the
following meanings:
   "Account Debtor" means the obligor on an Account.
   "Accounts" means all present and future "accounts" as defined in the
Uniform Commercial Code in effect on the date hereof with such additions to
such term as may hereafter be made, and includes without limitation all
accounts receivable and other sums owing to Borrower.
   "Affiliate" means, with respect to any Person, a relative, partner,
shareholder, director, officer, or employee of such Person, or any parent or
subsidiary of such Person, or any Person controlling, controlled by or under
common control with such Person.
   "Business Day" means a day on which Lender is open for business.
   "Cash Equivalents" shall mean, at any time, (i) any evidence of
Indebtedness with a maturity date of ninety (90) days or less issued or
directly and fully guaranteed or insured by the United States of America of
any agency or instrumentality thereof; provided, that, the full faith and
credit of the United States of America is pledged in support thereof; (ii)
certificates of deposit or bankers' acceptances with a maturity of ninety (90)
days or less of any financial institution that is a member of the Federal
Reserve System having combined capital and surplus and undivided profits of
not less than $250,000,000; (iii) commercial paper (including variable rate
demand notes) with a maturity of ninety (90) days or less issued by a
corporation (except an Affiliate of Borrower) organized under the laws of any
State of the United States of America or the District of Columbia and rated at
least A-1 by Standard & Poor's Ratings Service, a division of The McGraw-Hill
Companies, Inc. ("S&P") or at least P-1 by Moody's Investors Service, Inc.
("Moody's"); (iv) investments in money market funds and mutual funds which
invest substantially all of their assets in securities of the types described
in clauses (i) through (iii) above; and (v) marketable fixed income securities
with a S&P rating of AA or higher or a comparable Moody's rating.
   "Change in Control" means: (i) a transaction other than a bona fide equity
financing or series of financings on terms and from investors reasonably
acceptable to Lender in which any "person" or "group" (within the meaning of
Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934 but excluding any employee benefit plan of such person or its
subsidiaries, and any person acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan)), directly or indirectly, of 40%
or more of all classes of stock then outstanding of Parent ordinarily entitled
to vote in the election of directors, or (ii) during any consecutive two-year
period, individuals who at the beginning of such period constituted the Board
of Directors of Parent (together with any new Directors whose election to such
Board of Directors, or whose nomination for election, was approved by a vote
of two thirds of the Directors then still in office who were either Directors
at the beginning of such period or whose election or nomination for election
was previously so approved) cease for any reason to constitute a majority of
the Board of Directors of Parent then in office, or (iii) Parent shall cease
to own 100% of the outstanding stock of any other Borrower (other than as a
result of a merger or dissolution of such Borrower permitted by Section 5.5
hereof).
   "Code" means the Uniform Commercial Code as adopted and in effect in the
State of California from time to time.
   "Collateral" has the meaning set forth in Section 2 above.
   "Contingent Obligation" means, as applied to any Person, any direct or
indirect liability, contingent or otherwise, of that Person with respect to
(i) any indebtedness, lease, dividend, letter of credit or other obligation of
another, including, without limitation, any such obligation directly or
indirectly guaranteed, endorsed, co-made or discounted or sold with recourse
by that Person, or in respect of which that Person is otherwise directly or
indirectly liable; (ii) any obligations with respect to undrawn letters of
credit, corporate credit cards or merchant services issued for the account of
that Person; and (iii) all obligations arising under any interest rate,
currency or commodity swap agreement, interest rate cap agreement, interest
rate collar agreement, or other agreement or arrangement designated to protect
a Person against fluctuation in interest rates, currency exchange rates or
commodity prices; provided, however, that the term "Contingent Obligation"
shall not include endorsements for collection or deposit in the ordinary
course of business.  The amount of any Contingent Obligation shall be deemed
to be an amount equal to the stated or determined amount of the primary
obligation in respect of which such Contingent Obligation is made or, if not
stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by such Person in good faith; provided, however,
that such amount shall not in any event exceed the maximum amount of the
obligations under the guarantee or other support arrangement.
   "continuing" and "during the continuance of" when used with reference to a
Default or Event of Default means that the Default or Event of Default has
occurred and has not been either waived in writing by Lender or cured within
any applicable cure period.
   "Copyrights" means any and all copyright rights, copyright applications,
copyright registrations and like protections in each work or authorship and
derivative work thereof, whether published or unpublished and whether or not
the same also constitutes a trade secret, now or hereafter existing, created,
acquired or held.
   "Default" means any event which with notice or passage of time or both,
would constitute an Event of Default.
   "Default Rate" has the meaning set forth in Section 7.2 above.
   "Deposit Accounts" means all present and future "deposit accounts" as
defined in the Code in effect on the date hereof with such additions to such
term as may hereafter be made, and includes without limitation  all general
and special bank accounts, demand accounts, checking accounts, savings
accounts and certificates of deposit.
   "Eligible Accounts" means Accounts and General Intangibles arising in the
ordinary course of Borrower's business from the sale of goods or the rendition
of services, which Lender, in its Good Faith Business Judgment, shall deem
eligible for borrowing.  Without limiting the fact that the determination of
which Accounts are eligible for borrowing is a matter of Lender's Good Faith
Business Judgment, the following (the "Minimum Eligibility Requirements") are
the minimum requirements for a Account to be an Eligible Account:
     (i) the Account must not be outstanding for more than 90 days from its
invoice date (the "Eligibility Period");
     (ii) the Account must not represent progress billings, or be due under a
fulfillment or requirements contract with the Account Debtor, or represent
amounts due under license agreements, except for any of the foregoing
consented to in writing by Lender;
     (iii) the Account must not be subject to any contingencies (including
Accounts arising from sales on consignment, guaranteed sale, bill and hold,
sale on approval, or other terms pursuant to which payment by the Account
Debtor may be conditional);
     (iv) the Account must not be owing from an Account Debtor with whom
Borrower has any dispute (whether or not relating to the particular Account),
but if Account is owing from an Account Debtor with whom Borrower has any
dispute, the Account will not be Eligible under this clause (iv) only to the
extent of the amount of the dispute;
     (v) the Account must not be owing from an Affiliate of Borrower;
     (vi) the Account must not be owing from an Account Debtor which is
subject to any Insolvency Proceeding, or whose financial condition is not
acceptable to Lender, or which, fails or goes out of a material portion of its
business;
     (vii) the Account must not be owing from the United States government or
any department, agency or instrumentality thereof (unless there has been
compliance, to Lender's satisfaction, with the United States Assignment of
Claims Act);
     (viii) the Account must not be owing from an Account Debtor located
outside the United States or Canada (unless pre-approved by Lender in its
discretion in writing, or backed by a letter of credit satisfactory to Lender,
or FCIA insured in a manner satisfactory to Lender), provided that not more
than a total of $400,000 of such Accounts at any time outstanding may be
Eligible Accounts, if they meet the other requirements for Eligible Accounts;
     (ix) the Account must have been billed to the Account Debtor and must not
represent deposits (such as good faith deposits) or other property of the
Account Debtor held by Borrower for the performance of services or delivery of
goods which Borrower has not yet performed or delivered;
     (x) the Account must not be owing from an Account Debtor to whom Borrower
is or may be liable for goods purchased from such Account Debtor or otherwise
(but, in such case, the Account will be deemed not eligible only to the extent
of any amounts owed by Borrower to such Account Debtor); and
     (xi) the Account must not arise in a transaction with respect to which
any surety bond or similar obligation was issued, with respect to which the
issuer of such bond or obligations may have rights in the Account.
Accounts owing from one Account Debtor will not be deemed Eligible Accounts to
the extent they exceed 25% of the total Eligible Accounts outstanding,
provided that such percentage shall be 50% in the case of Accounts owing from
EchoStar Corporation.  In addition, if more than 25% of the Accounts owing
from an Account Debtor are outstanding for a period longer than their
Eligibility Period or are otherwise not Eligible Accounts, then all Accounts
owing from that Account Debtor will be deemed ineligible for borrowing.
Lender may, from time to time, in its Good Faith Business Judgment, revise the
Minimum Eligibility Requirements, upon 30 days prior written notice to
Borrower.
   "Equipment" means all present and future "equipment" as defined in the Code
in effect on the date hereof with such additions to such term as may hereafter
be made, and includes without limitation all machinery, fixtures, goods,
vehicles (including motor vehicles and trailers), and any interest in any of
the foregoing.
   "Event of Default" means any of the events set forth in Section 7.1 of this
Agreement.
   "Foreign Subs" has the meaning given in Section 8(d) of the Schedule.
   "Foreign Sub Permitted Liens" means the following:
     (i) purchase money security interests in specific items of Equipment;
     (ii) leases of specific items of Equipment;
     (iii) Liens for taxes (a) not yet payable, or (b) which Borrower has
inadvertently failed to pay or is contesting in good faith in an amount not in
excess of $50,000 in the aggregate at any one time (including amounts
permitted under clause (iii)(b) of the definition of "Permitted Liens") (and
as to any such taxes under this clause (b) Lender may establish a Reserve in
the amount of such taxes);
     (iv) Liens of mechanics, materialmen, workers, repairmen, fillers and
common carriers arising by operation of law for amounts that are not yet due
and payable or which are being contested in good faith by Borrower by
appropriate proceedings, in an aggregate amount not exceeding $25,000 at any
time;
     (v) Liens in favor of other financial institutions arising in connection
with deposit and/or securities accounts held at such institutions which are
permitted by this Agreement, as long as such Liens are limited to securing the
regular charges relating to such accounts; and
     (vi) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods, in an aggregate amount not exceeding $50,000 at any
time.
   "GAAP" means generally accepted accounting principles consistently applied,
as in effect from time to time in the United States.
   "General Intangibles" means all present and future "general intangibles" as
defined in the Code in effect on the date hereof with such additions to such
term as may hereafter be made, and includes without limitation all
Intellectual Property, payment intangibles, royalties, contract rights,
goodwill, franchise agreements, purchase orders, customer lists, route lists,
telephone numbers, domain names, claims, income tax refunds, security and
other deposits, options to purchase or sell real or personal property, rights
in all litigation presently or hereafter pending (whether in contract, tort or
otherwise), insurance policies (including without limitation key man, property
damage, and business interruption insurance), payments of insurance and rights
to payment of any kind.
   "Good Faith Business Judgment" means Lender's business judgment, exercised
honestly and in good faith and not arbitrarily.
   "Guarantor" means any Person who has guaranteed, or in the future
guarantees, any of the Obligations.
   "including" means including (but not limited to).
   "Indebtedness" means (a) all indebtedness created, assumed or incurred in
any manner by Borrower representing money borrowed (including by the issuance
of debt securities, notes, bonds debentures or similar instruments), (b) all
indebtedness for the deferred purchase price of property or services  (other
than trade payables due in the ordinary course of business and accrued
obligations due in the course of business that are not overdue or are being
contested in good faith, and deferred revenues (as reflected on Borrower's
balance sheet)), (c) the Obligations, (d) obligations and liabilities of any
Person secured by a Lien or claim on property owned by Borrower, even though
Borrower has not assumed or become liable therefor, (e) obligations and
liabilities created or arising under any capital lease or conditional sales
contract or other title retention agreement with respect to property used or
acquired by Borrower, even though the rights and remedies of the lessor,
seller or lender are limited to repossession; (f) all obligations of Borrower
on or with respect to letters of credit, bankers' acceptances and other
similar extensions of credit whether or not representing obligations for
borrowed money; and (g) the amount of any Contingent Obligations.
   "Intellectual Property Collateral" means all of Borrower's right, title,
and interest in and to the following: Copyrights, Trademarks and Patents; any
and all trade secrets, and any and all intellectual property rights in
computer software and computer software products now or hereafter existing,
created, acquired or held; any and all design rights which may be available to
Borrower now or hereafter existing, created, acquired or held; any and all
claims for damages by way of past, present and future infringement of any of
the rights included above, with the right, but not the obligation, to sue for
and collect such damages for said use or infringement of the intellectual
property rights identified above; all licenses or other rights to use any of
the Copyrights, Patents or Trademarks, and all license fees and royalties
arising from such use to the extent permitted by such license or rights; and
all amendments, renewals and extensions of any of the Copyrights, Trademarks
or Patents.
   "Insolvency Proceeding" means any proceeding commenced by or against any
Person or entity under any provision of the United States Bankruptcy Code, as
amended, or under any other state, federal or other bankruptcy or insolvency
law, now or hereafter in effect,  including assignments for the benefit of
creditors, formal or informal moratoria, compositions, extension generally
with its creditors, or proceedings seeking reorganization, arrangement,
readjustment of debt, dissolution or liquidation, or other relief.
   "Inventory" means all present and future "inventory" as defined in the Code
in effect on the date hereof with such additions to such term as may hereafter
be made, and includes without limitation all merchandise, raw materials,
parts, supplies, packing and shipping materials, work in process and finished
products, including without limitation such inventory as is temporarily out of
Borrower's custody or possession or in transit, and including any returned
goods and any documents of title representing any of the above.
   "Investment" means any beneficial ownership interest in any Person
(including stock, securities, partnership interest, limited liability company
interest, or other interests), and any loan, advance or capital contribution
to any Person, including the creation or capital contribution to a wholly-
owned or partially-owned subsidiary.
   "Investment Property" means all present and future investment property,
securities, stocks, bonds, debentures, debt securities, partnership interests,
limited liability company interests, options, security entitlements,
securities accounts, commodity contracts, commodity accounts, and all
financial assets held in any securities account or otherwise, and all options
and warrants to purchase any of the foregoing, wherever located, and all other
securities of every kind, whether certificated or uncertificated.
   "Letter of Credit Fees" is defined in Section 1.6.
   "Lien" means any mortgage, lien, deed of trust, charge, pledge, security
interest or other encumbrance.
   "Loan Documents" means, collectively, this Agreement, the Representations,
and all other present and future documents, instruments and agreements between
Lender and Borrower, including, but not limited to those relating to this
Agreement, and all amendments and modifications thereto and replacements
therefor.
   "Material Adverse Change" means a material adverse effect on (i) the
operations, business or financial condition of Borrower taken as a whole, (ii)
the ability of Borrower to repay the Obligations or otherwise perform its
obligations under the Loan Documents, or (iii) Borrower's interest in, or the
value, perfection or priority of Lender's security interest in the Collateral.
   "Obligations" means all present and future Loans, advances, debts,
liabilities, obligations, guaranties, covenants, duties and indebtedness at
any time owing by Borrower to Lender, whether evidenced by this Agreement or
any note or other instrument or document, or otherwise, whether arising from
an extension of credit, opening of a letter of credit, banker's acceptance,
loan, guaranty, indemnification or otherwise, whether direct or indirect
(including, without limitation, those acquired by assignment and any
participation by Lender in Borrower's debts owing to others, and any interest
and other obligations that accrue after the commencement of an Insolvency
Proceeding), absolute or contingent, due or to become due, including, without
limitation, all interest, charges, expenses, fees, attorney's fees, expert
witness fees, audit fees, letter of credit fees, collateral monitoring fees,
closing fees, facility fees, termination fees, minimum interest charges and
any other sums chargeable to Borrower under this Agreement or under any other
Loan Documents.
   "Other Property" means the following as defined in the Code in effect on
the date hereof with such additions to such term as may hereafter be made, and
all rights relating thereto: all present and future "commercial tort claims"
(including without limitation any commercial tort claims identified in the
Representations), "documents", "instruments", "promissory notes", "chattel
paper", "letters of credit", "letter-of-credit rights", "fixtures", "farm
products" and "money"; and all other goods and personal property of every
kind, tangible and intangible, whether or not governed by the Code.
   "Paid in Full", "Pay in Full" and "Payment in Full" as to the Obligations,
means payment in full of all Obligations, other than indemnity obligations as
to which a claim has not yet been asserted by Lender or notice of a claim has
not yet been given to Borrower.
   "Patents" means all patents, patent applications and like protections
including without limitation improvements, divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same.
   "Payment" means all checks, wire transfers and other items of payment
received by Lender (including proceeds of Accounts and Payment in Full of the
Obligations) for credit to Borrower's outstanding Loans.
   "Permitted Indebtedness" means:
     (i) the Obligations;
     (ii) Indebtedness existing on the date hereof in a total principal amount
not in excess of $100,000;
     (iii) Indebtedness which may be deemed to exist pursuant to any
guaranties, surety bonds or similar obligations (and any letters of credit
supporting the same) incurred in the ordinary course of business in an
aggregate amount not in excess of $500,000 at any time outstanding;
     (iv) Indebtedness incurred as a result of endorsing negotiable
instruments received in the ordinary course of business;
     (v) capitalized leases and purchase money Indebtedness secured by
Permitted Liens in an aggregate amount not exceeding $1,000,000 at any time
outstanding;
     (vi) the Subordinated Debt;
     (vii) Indebtedness consisting of Permitted Investments set forth in
clause (iv) of the definition thereof;
     (viii) Indebtedness consisting of reimbursement obligations to the
issuers of letters of credit for the account of Borrower, in a total amount
not in excess of $1,700,000;
     (ix) other unsecured Indebtedness not exceeding $250,000 in the aggregate
at any one time;
     (x) guaranties by a Borrower of any other item of Permitted Indebtedness
incurred by another Borrower;
     (xi) Indebtedness of Parent to its wholly-owned French subsidiary,
California Amplifier SARL (the "French Sub"), in an amount not to exceed
$3,800,000, which is subject to a subordination agreement executed by the
French Sub in favor of Lender in form and substance acceptable to Lender.
     (xii) extensions, refinancings, modifications, amendments and
restatements of any items of Permitted Indebtedness (ii) through (xi) above,
provided that the principal amount thereof is not increased and the terms
thereof are not (taken as a whole) modified to impose more burdensome terms
upon Borrower.
    "Permitted Investments" means:
     (i) Investments existing on the date hereof and disclosed on Exhibit A;
     (ii) Marketable direct obligations issued or unconditionally guaranteed
by the United States of America or any agency or any State thereof maturing
within one year from the date of acquisition thereof,  commercial paper
maturing no more than one year from the date of creation thereof and currently
having rating of at least A-2 or P-2 from either Standard & Poor's Corporation
or Moody's Investors Service, Lender's certificates of deposit maturing no
more than one year from the date of investment therein, and Lender's money
market accounts; Investments in regular deposit or checking accounts held with
Lender or subject to a control agreement in favor of Lender;
     (iii) Repurchases of stock permitted under Section 5.5(xi), provided
that, in the case of any repurchased permitted under clause (A) thereof, no
Event of Default has occurred, is continuing or would exist after giving
effect to the repurchases;
     (iv) Investments of a Borrower in another Borrower;
     (v) Investments not to exceed $100,000 outstanding in the aggregate at
any time consisting of (i) travel advances and employee relocation loans and
other employee loans and advances in the ordinary course of business, and (ii)
loans to employees, officers or directors relating to the purchase of equity
securities of Borrower or its Subsidiaries pursuant to employee stock purchase
plan agreements approved by Borrower's Board of Directors;
     (vi) Investments (including debt obligations) received in connection with
the bankruptcy or reorganization of customers or suppliers and in settlement
of delinquent obligations of, and other disputes with, customers or suppliers
arising in the ordinary course of Borrower's business;
     (vii) Investments consisting of notes receivable of, or prepaid royalties
and other credit extensions, to customers and suppliers who are not
Affiliates, in the ordinary course of business;
     (viii) Joint ventures or strategic alliances in the ordinary course of
Borrower's business involving agreements with suppliers, joint marketing
agreements, the non-exclusive licensing of technology, the development of
technology or the providing of technical support, provided that any cash
Investments by Borrower do not exceed $250,000 in the aggregate in any fiscal
year;
     (ix) Investments permitted by Section 8(d) of the Schedule;
     (x) Investments in regular deposit or checking accounts held with Lender
or permitted under Section 8(c) of the Schedule; and
     (xi) other Investments not exceeding $100,000 in the aggregate at any one
time.
   "Permitted Liens" means the following:
     (i) purchase money security interests in specific items of Equipment;
     (ii) leases of specific items of Equipment;
     (iii) Liens for taxes (a) not yet payable, or (b) which Borrower has
inadvertently failed to pay or is contesting in good faith, in an amount not
in excess of $50,000 in the aggregate at any one time (including amounts
permitted under clause (iii)(b) of the definition of "Foreign Sub Permitted
Liens") (and as to any such taxes under this clause (ii) Lender may establish
a Reserve in the amount of such taxes);
     (iv) additional security interests which are consented to in writing by
Lender, which consent may be withheld in its Good Faith Business Judgment, and
which are subordinate to the security interest of Lender;
     (v) Liens arising from judgments, decrees or attachments in circumstances
not constituting an Event of Default;
     (vi) security interests being terminated substantially concurrently with
this Agreement;
     (vii) Liens incurred on deposits made in the ordinary course of business
in connection with workers compensation, unemployment insurance, social
security and other like laws or to secure the performance of statutory
obligations, in an aggregate amount not exceeding $50,000 at any time;
     (viii) Liens of mechanics, materialmen, workers, repairmen, fillers and
common carriers arising by operation of law for amounts that are not yet due
and payable or which are being contested in good faith by Borrower by
appropriate proceedings, in an aggregate amount not exceeding $25,000 at any
time;
     (ix) deposits or pledges of cash to secure bids, tenders, contracts
(other than contracts for the payment of money), leases, surety and appeal
bonds and other obligations of a like nature arising in the ordinary course of
business, in an aggregate amount not exceeding $500,000 at any time;
     (x) non-exclusive licenses of intellectual property granted to third
parties in the ordinary course of business;
     (xi) Liens in favor of other financial institutions arising in connection
with Borrower's deposit and/or securities accounts held at such institutions
which are permitted by this Agreement, as long as such Liens are limited to
securing the regular charges relating to such accounts;
     (xii) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods, in an aggregate amount not exceeding $50,000 at any
time;
     (xiii) Liens securing the Obligations;
     (xiv) a Lien consisting of a pledge of cash in a total amount not in
excess of $1,700,000 securing the Indebtedness under clause (viii) of the
definition of "Permitted Indebtedness" above.  Borrower shall use commercially
reasonable efforts to obtain for Lender control agreements and other
appropriate documentation to perfect Lender's security interest in such cash
pledged to such issuer of such letters of credit, which is subordinate to the
Lien of such issuer.
Lender will have the right to require, as a condition to its consent under
subparagraph (iv) above, that the holder of the additional security interest
or voluntary Lien sign a subordination agreement on Lender's then standard
form, acknowledge that the security interest is subordinate to the security
interest in favor of Lender, and agree not to take any action to enforce its
subordinate security interest so long as any Obligations remain outstanding,
and that Borrower agree that any uncured default in any obligation secured by
the subordinate security interest shall also constitute an Event of Default
under this Agreement.
   "Permitted Other Locations" is defined in Section 3.3.
   "Person" means any individual, sole proprietorship, partnership, joint
venture, limited liability company, trust, unincorporated organization,
association, corporation, government, or any agency or political division
thereof, or any other entity.
   "Prime Rate" means the variable rate of interest per annum, most recently
announced by Lender as its "prime rate" (whether or not such announced rate is
the lowest rate available from Lender).
   "Representations" means the written Representations and Warranties provided
by Borrower to Lender referred to in the Schedule.
   "Reserves" means, as of any date of determination, such amounts as Lender
may from time to time establish and revise in its Good Faith Business
Judgment, reducing the amount of Loans, and other financial accommodations
which would otherwise be available to Borrower under the lending formulas
provided in the Schedule:  (a) to reflect events, conditions, contingencies or
risks which, as determined by Lender in its Good Faith Business Judgment, may
reasonably be expected to adversely affect (i) the Collateral or any other
property which is security for the Obligations or its value (including without
limitation any increase in delinquencies of Accounts), (ii) the assets or
business of Borrower or any Guarantor, taken as a whole, or (iii) the security
interests and other rights of Lender in the Collateral (including the
enforceability, perfection and priority thereof); or (b) to reflect Lender's
good faith belief that any Collateral report or financial information
furnished by or on behalf of Borrower or any Guarantor to Lender is or may
have been incomplete, inaccurate or misleading in any material respect; or (c)
in respect of any state of facts which Lender determines in good faith
constitutes an Event of Default or may, with notice or passage of time or
both, constitute an Event of Default.
   "Subordinated Debt" is defined in Section 8(a) of the Schedule.
   "Subsidiary" means, with respect to any Person, a Person of which more than
50% of the voting stock or other equity interests is owned or controlled,
directly or indirectly, by such Person or one or more Affiliates of such
Person.
   "Trademarks" means any trademark and servicemark rights, whether registered
or not, applications to register and registrations of the same and like
protections, and the entire goodwill of the business of Borrower connected
with and symbolized by such trademarks.
   Other Terms.  All accounting terms used in this Agreement, unless otherwise
indicated, shall have the meanings given to such terms in accordance with
GAAP, consistently applied.  All other terms contained in this Agreement,
unless otherwise indicated, shall have the meanings provided by the Code, to
the extent such terms are defined therein.
9.  GENERAL PROVISIONS.
   9.1  Application of Payments.  All payments with respect to the Obligations
may be applied, and in Lender's Good Faith Business Judgment reversed and re-
applied, to the Obligations, in such order and manner as Lender shall
determine in its Good Faith Business Judgment. Lender shall not be required to
credit Borrower's account for the amount of any item of payment which is
unsatisfactory to Lender in its Good Faith Business Judgment, and Lender may
charge Borrower's loan account for the amount of any item of payment which is
returned to Lender unpaid.
   9.2  Increased Costs and Reduced Return. If Lender shall have determined
that the adoption or implementation of, or any change in, any law, rule,
treaty or regulation, or any policy, guideline or directive of, or any change
in, the interpretation or administration thereof by, any court, central bank
or other administrative or governmental authority, or compliance by Lender
with any directive of, or guideline from, any central bank or other
Governmental Authority or the introduction of, or change in, any accounting
principles applicable to Lender (whether or not having the force of law) shall
(i) subject the Lender to any tax, duty or other charge with respect to this
Agreement or any Loan made hereunder, not in effect of the date hereof, or
change the basis of taxation of payments to Lender of any amounts payable
hereunder (except for taxes on the overall net income of Lender), (ii) impose,
modify or deem applicable any reserve, special deposit or similar requirement
against any Loan, or against assets of or held by, or deposits with or for the
account of, or credit extended by, Lender, or (iii) impose on Lender any other
condition regarding this Agreement or any Loan, and the result of any event
referred to in clauses (i), (ii) or (iii) above shall be to increase the cost
to Lender of making any Loan, or agreeing to make any Loan or to reduce any
amount received or receivable by Lender, then, upon demand by Lender, the
Borrower shall pay to Lender such additional amounts as will compensate the
Lender for such increased costs or reductions in amount. All amounts payable
under this Section shall bear interest from the date of demand by the Lender
until payment in full to the Lender at the highest interest rate applicable to
the Obligations. With respect to this Section 9.2, Lender shall treat Borrower
no differently than Lender treats other similarly situated Borrowers.  A
certificate of the Lender claiming compensation under this Section, specifying
the event herein above described and the nature of such event shall be
submitted by the Lender to the Borrower, setting forth the additional amount
due and an explanation of the calculation thereof, and the Lender's reasons
for invoking the provisions of this Section, and the same shall be final and
conclusive absent manifest error.
   9.3  Charges to Accounts.  Lender may, in its discretion, require that
Borrower pay monetary Obligations in cash to Lender, or charge them to
Borrower's Loan account (in which event they will bear interest at the same
rate applicable to the Loans), or any of Borrower's Deposit Accounts
maintained with Lender.
   9.4  Monthly Accountings.  Lender may provide Borrower monthly with an
account of advances, charges, expenses and payments made pursuant to this
Agreement.  Such account shall be deemed correct, accurate and binding on
Borrower and an account stated (except for reverses and reapplications of
payments made and corrections of errors discovered by Lender), unless Borrower
notifies Lender in writing to the contrary within 60 days after such account
is rendered, describing the nature of any alleged errors or omissions.
   9.5  Notices.  All notices to be given under this Agreement shall be in
writing and shall be given either personally or by reputable private delivery
service or by regular first-class mail, or certified mail return receipt re-
quested, addressed (i) to Borrower at the address shown in the heading to this
Agreement, or (ii) to Lender at the address shown in the heading to this
Agreement, or (iii) for either party at any other address designated in
writing by one party to the other party. All notices shall be deemed to have
been given upon delivery in the case of notices personally delivered, or at
the expiration of one Business Day following delivery to the private delivery
service, or two Business Days following the deposit thereof in the United
States mail, with postage prepaid.
   9.6  Severability.  Should any provision of this Agreement be held by any
court of competent jurisdiction to be void or unenforceable, such defect shall
not affect the remainder of this Agreement, which shall continue in full force
and effect.
   9.7  Integration.  This Agreement and such other written agreements,
documents and instruments as may be executed in connection herewith are the
final, entire and complete agreement between Borrower and Lender and supersede
all prior and contemporaneous negotiations and oral representations and
agreements, all of which are merged and integrated in this Agreement.  There
are no oral understandings, representations or agreements between the parties
which are not set forth in this Agreement or in other written agreements
signed by the parties in connection herewith.
   9.8  Waivers; Indemnity.  The failure of Lender at any time or times to
require Borrower to strictly comply with any of the provisions of this
Agreement or any other Loan Document shall not waive or diminish any right of
Lender later to demand and receive strict compliance therewith.  Any waiver of
any default shall not waive or affect any other default, whether prior or
subsequent, and whether or not similar.  None of the provisions of this
Agreement or any other Loan Document shall be deemed to have been waived by
any act or knowledge of Lender or its agents or employees, but only by a
specific written waiver signed by an authorized officer of Lender and
delivered to Borrower.  Borrower waives the benefit of all statutes of
limitations relating to any of the Obligations or this Agreement or any other
Loan Document, and Borrower waives demand, protest, notice of protest and
notice of default or dishonor, notice of payment and nonpayment, release,
compromise, settlement, extension or renewal of any commercial paper,
instrument, account, General Intangible, document or guaranty at any time held
by Lender on which Borrower is or may in any way be liable, and notice of any
action taken by Lender, unless expressly required by this Agreement. Borrower
hereby agrees to indemnify Lender and its affiliates, subsidiaries, parent,
directors, officers, employees, agents, and attorneys, and to hold them
harmless from and against any and all claims, debts, liabilities, demands,
obligations, actions, causes of action, penalties, costs and expenses
(including reasonable attorneys' fees), of every kind, which they may sustain
or incur based upon or arising out of any of the Obligations, or any
relationship or agreement between Lender and Borrower, or any other matter,
relating to Borrower or the Obligations; provided that this indemnity shall
not extend to damages proximately caused by the indemnitee's own gross
negligence or willful misconduct.  Notwithstanding any provision in this
Agreement to the contrary, the indemnity agreement set forth in this Section
shall survive any termination of this Agreement and shall for all purposes
continue in full force and effect.
   9.9 Liability. NEITHER LENDER NOR ANY OF ITS AFFILIATES, SUBSIDIARIES,
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR ATTORNEYS SHALL BE LIABLE FOR ANY
CLAIMS, DEMANDS, LOSSES OR DAMAGES, OF ANY KIND WHATSOEVER, MADE, CLAIMED,
INCURRED OR SUFFERED BY BORROWER OR ANY OTHER PARTY THROUGH THE ORDINARY
NEGLIGENCE OF LENDER, OR ITS PARENT OR ANY OF ITS  AFFILIATES, SUBSIDIARIES,
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR ATTORNEYS, BUT NOTHING HEREIN SHALL
RELIEVE LENDER FROM LIABILITY FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. NEITHER LENDER NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS OR ATTORNEYS SHALL BE RESPONSIBLE OR LIABLE TO
BORROWER OR TO ANY OTHER PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF ANY FINANCIAL
ACCOMMODATION HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS
AGREEMENT OR AS A RESULT OF ANY OTHER ACT, OMISSION OR TRANSACTION.
   9.10  Amendment.  The terms and provisions of this Agreement may not be
waived or amended, except in a writing executed by Borrower and a duly
authorized officer of Lender.
   9.11  Time of Essence.  Time is of the essence in the performance by
Borrower of each and every obligation under this Agreement.
   9.12  Attorneys Fees and Costs.  Borrower shall reimburse Lender for all
reasonable attorneys' fees (including without limitation those of Lender's
outside counsel and in-house counsel, and whether incurred before, during or
after an Insolvency Proceeding), and all filing, recording, search, title
insurance, appraisal, audit, and other reasonable costs incurred by Lender,
pursuant to, or in connection with, or relating to this Agreement (whether or
not a lawsuit is filed), including, but not limited to, any reasonable
attorneys' fees and costs Lender incurs in order to do the following: prepare
and negotiate this Agreement and all present and future documents relating to
this Agreement; obtain legal advice in connection with this Agreement or
Borrower; enforce, or seek to enforce, any of its rights; prosecute actions
against, or defend actions by, Account Debtors; commence, intervene in, or
defend any action or proceeding; initiate any complaint to be relieved of any
automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy
claim, third-party claim, or other claim; examine, audit, copy, and inspect
any of the Collateral or any of Borrower's books and records; protect, obtain
possession of, lease, dispose of, or otherwise enforce Lender's security
interest in, the Collateral; and otherwise represent Lender in any litigation
relating to Borrower. If either Lender or Borrower files any lawsuit against
the other predicated on a breach of this Agreement, the prevailing party in
such action shall be entitled to recover its reasonable costs and attorneys'
fees, including (but not limited to) reasonable attorneys' fees and costs
incurred in the enforcement of, execution upon or defense of any order, de-
cree, award or judgment from the non-prevailing party.  All attorneys' fees
and costs to which Lender may be entitled pursuant to this Paragraph shall
immediately become part of Borrower's Obligations, shall be due on demand, and
shall bear interest at a rate equal to the highest interest rate applicable to
any of the Obligations.
   9.13  Benefit of Agreement.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the respective successors, assigns,
heirs, beneficiaries and representatives of Borrower and Lender; provided,
however, that Borrower may not assign or transfer any of its rights under this
Agreement without the prior written consent of Lender, and any prohibited
assignment shall be void.  No consent by Lender to any assignment shall
release Borrower from its liability for the Obligations.
   9.14  Joint and Several Liability.  If Borrower consists of more than one
Person, their liability shall be joint and several, and the compromise of any
claim with, or the release of, any Borrower shall not constitute a compromise
with, or a release of, any other Borrower.
   9.15  Limitation of Actions.  Any claim or cause of action by Borrower
against Lender, its directors, officers, employees, agents, accountants or
attorneys, based upon, arising from, or relating to this Loan Agreement, or
any other Loan Document, or any other transaction contemplated hereby or
thereby or relating hereto or thereto, or any other matter, cause or thing
whatsoever, occurred, done, omitted or suffered to be done by Lender, its
directors, officers, employees, agents, accountants or attorneys, shall be
barred unless asserted by Borrower by the commencement of an action or
proceeding in a court of competent jurisdiction by the filing of a complaint
within one year after the first act, occurrence or omission upon which such
claim or cause of action, or any part thereof, is based, and the service of a
summons and complaint on an officer of Lender, or on any other person
authorized to accept service on behalf of Lender, within thirty (30) days
thereafter.  Borrower agrees that such one-year period is a reasonable and
sufficient time for Borrower to investigate and act upon any such claim or
cause of action.  The one-year period provided herein shall not be waived,
tolled, or extended except by the written consent of Lender in its sole
discretion.  This provision shall survive any termination of this Loan
Agreement or any other Loan Document.
   9.16  Paragraph Headings; Construction.  Paragraph headings are only used
in this Agreement for convenience.  Borrower and Lender acknowledge that the
headings may not describe completely the subject matter of the applicable
paragraph, and the headings shall not be used in any manner to construe,
limit, define or interpret any term or provision of this Agreement. This
Agreement has been fully reviewed and negotiated between the parties and no
uncertainty or ambiguity in any term or provision of this Agreement shall be
construed strictly against Lender or Borrower under any rule of construction
or otherwise.
   9.17  Public Announcement.  Borrower hereby agrees that Lender may make a
public announcement of the transactions contemplated by this Agreement, and
may publicize the same in marketing materials, newspapers and other
publications, and otherwise, and in connection therewith may use the
Borrower's name, tradenames and logos.
   9.18  Confidentiality.  Lender agrees to use the same degree of care that
it exercises with respect to its own proprietary information, to maintain the
confidentiality of any and all proprietary, trade secret or confidential
information provided to or received by Lender from the Borrower, which
indicates that it is confidential or would reasonably be understood to be
confidential, including business plans and forecasts, non-public financial
information, confidential or secret processes, formulae, devices and
contractual information, customer lists, and employee relation matters,
provided that Lender may disclose such information to its officers, directors,
employees, attorneys, accountants, affiliates, participants, prospective
participants, assignees and prospective assignees, and such other Persons to
whom Lender shall at any time be required to make such disclosure in
accordance with applicable law; provided that Lender shall obtain the
agreement of any participant, prospective participant, assignee and
prospective assignee to the terms of this provision; and provided, that the
foregoing provisions shall not apply to disclosures made by Lender in its Good
Faith Business Judgment in connection with the enforcement of its rights or
remedies after an Event of Default.  The confidentiality agreement in this
Section supersedes any prior confidentiality agreement of Lender relating to
Borrower.
   9.19  Governing Law; Jurisdiction; Venue. This Agreement and all acts,
transactions, disputes and controversies arising hereunder or relating hereto,
and all rights and obligations of the parties shall be governed by, and
construed in accordance with, the internal laws (and not the conflict of laws
rules) of the State of California. All disputes, controversies, claims,
actions and other proceedings involving, directly or indirectly, any matter in
any way arising out of, related to, or connected with, this Agreement or the
relationship between Borrower and Lender, and any and all other claims of
Borrower against Lender of any kind, shall be brought only in a court located
in Los Angeles County, California, and each party consents to the jurisdiction
of any such court and the referee referred to in Section 9.21 below, and
waives any and all rights the party may have to object to the jurisdiction of
any such court, or to transfer or change the venue of any such action or
proceeding, including, without limitation, any objection to venue or request
for change in venue based on the doctrine of forum non conveniens; provided
that, notwithstanding the foregoing, nothing herein shall limit the right of
Lender to bring proceedings against Borrower in the courts of any other
jurisdiction. Borrower consents to service of process in any action or
proceeding brought against it by Lender, by personal delivery, or by mail
addressed as set forth in this Agreement or by any other method permitted by
law.
   9.20  Dispute Resolution.  Any controversy, dispute or claim between the
parties based upon, arising out of, or in any way relating to: (i) this
Agreement or any supplement or amendment thereto; or (ii) any other present or
future instrument or agreement between the parties hereto; or (iii) any
breach, conduct, acts or omissions of any of the parties hereto or any of
their respective directors, officers, employees, agents, attorneys or any
other person affiliated with or representing any of the parties hereto; in
each of the foregoing cases, whether sounding in contract or tort or otherwise
(a "Dispute") shall be resolved exclusively by judicial reference in
accordance with Sections 638 et seq. of the California Code of Civil Procedure
("CCP") and Rules 3.900 et seq. of the California Rules of Court ("CRC"),
subject to the following terms and conditions. (All references in this section
to provisions of the CCP and/or CRC shall be deemed to include any and all
successor provisions.)
     (a) The reference shall be a consensual general reference pursuant to CCP
Sections 638 and 644(a). Unless the parties otherwise agree in writing, the
reference shall be to a single referee. The referee shall be a retired Judge
of the Los Angeles County Superior Court  ("Superior Court") or a retired
Justice of the California Court of Appeal or California Supreme Court. Nothing
in this section shall be construed to limit the right of Lender, pending or
after the appointment of the referee, to seek and obtain provisional relief
from the Superior Court or such referee, or any other court in a jurisdiction
in which any Collateral is located or having jurisdiction over any Collateral,
including without limitation, writ of attachment, writ of possession,
appointment of a receiver, temporary restraining order and/or preliminary
injunction, or other "provisional remedy" (as such term is defined in CCP
Section 1281.8).
     (b) Within fifteen (15) days after a party gives written notice in
accordance with this Agreement to all other parties to a Dispute that the
Dispute exists, all parties to the Dispute shall attempt to agree on the
individual to be appointed as referee. If the parties are unable to agree on
the individual to be appointed as referee, the referee shall be appointed,
upon noticed motion or ex parte application by any party, by the Superior
Court in accordance with CCP Section 640, subject to all rights of the parties
to challenge or object to the appointment, including without limitation the
right to peremptory challenge under CCP Section 170.6. If the referee (or any
successor referee) appointed by the Superior Court is unable, or at any time
becomes unable, to serve as referee in the Dispute, the Superior Court shall
appoint a new referee as agreed to by the parties or, if the parties cannot
agree, in accordance with CCP Section 640, which new referee shall then have
the same powers, and be subject to the same terms and conditions, as the
predecessor referee.
     (c) Venue for all proceedings before the referee, and for any Superior
Court proceeding for the appointment of the referee, shall be exclusively
within the County of Los Angeles, State of California.  The referee shall have
the exclusive power to determine whether a Dispute is subject to judicial
reference pursuant to this section. Trial, and all proceedings and hearings on
dispositive motions, conducted before the referee shall be conducted in the
presence of, and shall be transcribed by, a court reporter, unless otherwise
agreed in writing by all parties to the proceeding. The referee shall issue a
written statement of decision, which shall be subject to objections of the
parties pursuant to CRC Rule 3.1590 as if the statement of decision were
issued by the Superior Court. The referee's powers include, in addition to
those set forth in CCP Sections 638, et seq., and CRC Rules 3.900 et seq.,
(i) the power to grant provisional relief, including without limitation, writ
of attachment, writ of possession, appointment of a receiver, temporary
restraining order and/or preliminary injunction, or other "provisional remedy"
(as such term is defined in CCP Section 1281.8), and (ii) the power to hear
and resolve all post-trial matters in connection with the Dispute that would
otherwise be determined by the Superior Court, including without limitation
motions for new trial, reconsideration, to vacate judgment, to stay execution
or enforcement, to tax costs, and/or for attorneys' fees. The parties shall,
subject to the referee's power to award costs to the prevailing party, bear
equally the costs of the reference proceeding, including without limitation
the fees and costs of the referee and the court reporter.
     (d) The parties acknowledge and agree that (i) the referee alone shall
determine all issues of fact and/or law in the Dispute, without a jury
(subject, however, to the right of a party, pending or after the appointment
of the referee, to seek and obtain provisional relief from the Superior Court
or such referee, including without limitation, writ of attachment, writ of
possession, appointment of a receiver, temporary restraining order and/or
preliminary injunction, or other "provisional remedy" (as such term is defined
in CCP Section 1281.8)), (ii) the referee does not have the power to empanel a
jury, (iii) the Superior Court shall enter judgment on the decision of the
referee pursuant to CCP Section 644(a) as if the decision were issued by the
Superior Court, (iv) the decision of the referee shall not be subject to
review by the Superior Court, and (v) the decision of the referee, once
entered as a judgment by the Superior Court, shall be binding, final and
conclusive, shall have the full force and effect of a judgment of the Superior
Court, and shall be subject to appeal to the same extent as a judgment of the
Superior Court.
   9.21  Multiple Borrowers; Suretyship Waivers.
     (a) Borrowers' Agent. Each Borrower hereby irrevocably appoints each
other Borrower, as the agent, attorney-in-fact and legal representative of all
Borrowers for all purposes, including requesting disbursement of Loans and
receiving account statements and other notices and communications to Borrowers
(or any of them) from Lender. Lender may rely, and shall be fully protected in
relying, on any request for a Loan, disbursement instruction, report,
information or any other notice or communication made or given by any
Borrower, whether in its own name, as Borrowers' agent, or on behalf of one or
more Borrowers, and Lender shall not have any obligation to make any inquiry
or request any confirmation from or on behalf of any other Borrower as to the
binding effect on it of any such request, instruction, report, information,
other notice or communication, nor shall the joint and several character of
Borrowers' obligations hereunder be affected thereby.
     (b) Waivers.  Each Borrower hereby waives:  (i) any right to require
Lender to institute suit against, or to exhaust its rights and remedies
against, any other Borrower or any other person, or to proceed against any
property of any kind which secures all or any part of the Obligations, or to
exercise any right of offset or other right with respect to any reserves,
credits or deposit accounts held by or maintained with Lender or any
indebtedness of Lender to any other Borrower, or to exercise any other right
or power, or pursue any other remedy Lender may have; (ii) any defense arising
by reason of any disability or other defense of any other Borrower or any
Guarantor or any endorser, co-maker or other person, or by reason of the
cessation from any cause whatsoever of any liability of any other Borrower or
any Guarantor or any endorser, co-maker or other person, with respect to all
or any part of the Obligations, or by reason of any act or omission of Lender
or others which directly or indirectly results in the discharge or release of
any other Borrower or any Guarantor or any other person or any Obligations or
any security therefor, whether by operation of law or otherwise; (iii) any
defense arising by reason of any failure of Lender to obtain, perfect,
maintain or keep in force any Lien on, any property of any Borrower or any
other person; (iv) any defense based upon or arising out of any bankruptcy,
insolvency, reorganization, arrangement, readjustment of debt, liquidation or
dissolution proceeding commenced by or against any other Borrower or any
Guarantor or any endorser, co-maker or other person, including without
limitation any discharge of, or bar against collecting, any of the Obligations
(including without limitation any interest thereon), in or as a result of any
such proceeding.  Until all of the Obligations have been Paid in Full, nothing
shall discharge or satisfy the liability of Borrower hereunder except the full
performance and payment of all of the Obligations.  If any claim is ever made
upon Lender for repayment or recovery of any amount or amounts received by
Lender in payment of or on account of any of the Obligations, because of any
claim that any such payment constituted a preferential transfer or fraudulent
conveyance, or for any other reason whatsoever, and Lender repays all or part
of said amount by reason of any judgment, decree or order of any court or
administrative body having jurisdiction over Lender or any of its property, or
by reason of any settlement or compromise of any such claim effected by Lender
with any such claimant (including without limitation any other Borrower), then
and in any such event, Borrower agrees that any such judgment, decree, order,
settlement and compromise shall be binding upon Borrower, notwithstanding any
revocation or release of this Agreement or the cancellation of any note or
other instrument evidencing any of the Obligations, or any release of any of
the Obligations, and the Borrower shall be and remain liable to Lender under
this Agreement for the amount so repaid or recovered, to the same extent as if
such amount had never originally been received by Lender, and the provisions
of this sentence shall survive, and continue in effect, notwithstanding any
revocation or release of this Agreement.  Each Borrower hereby expressly and
unconditionally waives all rights of subrogation, reimbursement and indemnity
of every kind against any other Borrower, and all rights of recourse to any
assets or property of any other Borrower, and all rights to any collateral or
security held for the payment and performance of any Obligations, including
(but not limited to) any of the foregoing rights which Borrower may have under
any present or future document or agreement with any other Borrower or other
person, and including (but not limited to) any of the foregoing rights which
Borrower may have under any equitable doctrine of subrogation, implied
contract, or unjust enrichment, or any other equitable or legal doctrine, in
each case until the Payment in Full of all of the Obligations. Each Borrower
further hereby waives any other rights and defenses that are or may become
available to the Borrower by reason of California Civil Code Sections 2787 to
2855 (inclusive), 2899, and 3433, as now in effect or hereafter amended, and
under all other similar statutes and rules now or hereafter in effect.
     (c) Consents. Each Borrower hereby consents and agrees that, without
notice to or by Borrower and without affecting or impairing in any way the
obligations or liability of Borrower hereunder, Lender may, from time to time
before or after revocation of this Agreement, do any one or more of the
following in Lender's sole and absolute discretion:  (i) accept partial
payments of, compromise or settle, renew, extend the time for the payment,
discharge, or performance of, refuse to enforce, and release all or any
parties to, any or all of the Obligations; (ii) grant any other indulgence to
any Borrower or any other person in respect of any or all of the Obligations
or any other matter; (iii) accept, release, waive, surrender, enforce,
exchange, modify, impair, or extend the time for the performance, discharge,
or payment of, any and all property of any kind securing any or all of the
Obligations or any guaranty of any or all of the Obligations, or on which
Lender at any time may have a Lien, or refuse to enforce its rights or make
any compromise or settlement or agreement therefor in respect of any or all of
such property; (iv) substitute or add, or take any action or omit to take any
action which results in the release of, any one or more other Borrowers or any
endorsers or Guarantors of all or any part of the Obligations, including,
without limitation one or more parties to this Agreement, regardless of any
destruction or impairment of any right of contribution or other right of
Borrower; (v) apply any sums received from any other Borrower, any Guarantor,
endorser, or co-signer, or from the disposition of any Collateral or security,
to any indebtedness whatsoever owing from such person or secured by such
Collateral or security, in such manner and order as Lender determines in its
sole discretion, and regardless of whether such indebtedness is part of the
Obligations, is secured, or is due and payable.  Borrower consents and agrees
that Lender shall be under no obligation to marshal any assets in favor of
Borrower, or against or in payment of any or all of the Obligations.  Borrower
further consents and agrees that Lender shall have no duties or
responsibilities whatsoever with respect to any property securing any or all
of the Obligations.  Without limiting the generality of the foregoing, Lender
shall have no obligation to monitor, verify, audit, examine, or obtain or
maintain any insurance with respect to, any property securing any or all of
the Obligations.
     (d) Foreclosure of Trust Deeds. Each Borrower waives all rights and
defenses that the Borrower may have because any other Borrower's Obligations
are secured by real property.  This means, among other things:  (1) Lender may
collect from the Borrower without first foreclosing on any real or personal
property collateral pledged by the other Borrower; and  (2) If Lender
forecloses on any real property collateral pledged by another Borrower:  (A)
The amount of the Obligations may be reduced only by the price for which that
collateral is sold at the foreclosure sale, even if the collateral is worth
more than the sale price; and (B) Lender may collect from the Borrower even if
Lender, by foreclosing on the real property collateral, has destroyed any
right the Borrower may have to collect from the other Borrower.  This is an
unconditional and irrevocable waiver of any rights and defenses the Borrower
may have because any other Borrower's Obligations are secured by real
property.  These rights and defenses include, but are not limited to, any
rights or defenses based upon Section 580a, 580b, 580d, or 726 of the
California Code of Civil Procedure.  Each Borrower waives all rights and
defenses arising out of an election of remedies by Lender, even though that
election of remedies, such as a nonjudicial foreclosure with respect to
security for a guaranteed obligation, has destroyed the Borrower's rights of
subrogation and reimbursement against another Borrower or any other person by
the operation of Section 580d of the California Code of Civil Procedure or
otherwise.
     (e) Independent Liability.  Each Borrower hereby agrees that one or more
successive or concurrent actions may be brought hereon against Borrower, in
the same action in which any other Borrower may be sued or in separate
actions, as often as deemed advisable by Lender. Each Borrower is fully aware
of the financial condition of each other Borrower and is executing and
delivering this Agreement based solely upon its own independent investigation
of all matters pertinent hereto, and Borrower is not relying in any manner
upon any representation or statement of Lender with respect thereto.  Each
Borrower represents and warrants that it is in a position to obtain, and each
Borrower hereby assumes full responsibility for obtaining, any additional
information concerning any other Borrower's financial condition and any other
matter pertinent hereto as Borrower may desire, and Borrower is not relying
upon or expecting Lender to furnish to it any information now or hereafter in
Lender's possession concerning the same or any other matter.
     (f) Subordination.  All indebtedness of a Borrower now or hereafter
arising held by another Borrower is subordinated to the Obligations and the
Borrower holding the indebtedness shall take all actions reasonably requested
by Lender to effect, to enforce and to give notice of such subordination.
 [Signatures on Next Page]
Form Version:  -5 (09-09)
Document Version -9

   9.22  Mutual Waiver of Jury Trial.  LENDER AND BORROWER EACH ACKNOWLEDGE
THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE
WAIVED.  EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY
TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED
INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN), ACTION OR INACTION OF ANY OF THEM.  THESE PROVISIONS SHALL NOT BE
DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR
BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM.  IF FOR ANY
REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE
SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL
OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME
AND CONTINUE IN FULL FORCE AND EFFCT.
Borrowers:
CalAmp Corp.

By /s/ Richard Vitelle
Name Richard Vitelle
Title VP Finance & CFO


CalAmp Products, Inc.

By /s/ Garo Sarkissian
Name Garo Sarkissian
Title Vice President


Dataradio Corporation

By /s/ Richard Vitelle
Name Richard Vitelle
Title Treasurer

Lender:
Square 1 Bank

By /s/ Richard Suhl
Title S.V.P.



LOGO:  SQUARE 1 BANK
                                    Schedule to
                           Loan and Security Agreement
Borrowers:     CalAmp Corp., a Delaware corporation ("Parent")
               CalAmp Products, Inc., a Delaware corporation
               Dataradio Corporation, a Delaware corporation

Address:       1401 N. Rice Avenue
               Oxnard, California  93030

Date:          December 22, 2009
This Schedule forms an integral part of the Loan and Security Agreement
between SQUARE 1 BANK and the above Borrowers of even date.

=====================================================================

1.  CREDIT LIMIT
    (Section 1.1):           An amount not to exceed the lesser of (a) and
                            (b) below:

                                 (a)  a total of $12,000,000 at any one time
                                 outstanding (the "Maximum Credit Limit"); or

                                 (b)  85% (an "Advance Rate") of the amount
                                 of Borrower's Eligible Account (as defined
                                 in Section 8 above)

                                 Lender may, from time to time, adjust the
                                 Advance Rate, in its Good Faith Business
                                 Judgment, upon notice to the Borrower,
                                 based on changes in collection experience
                                 with respect to Accounts, or other issues
                                 or factors relating to the Accounts or other
                                 Collateral or Borrower. In Lender's
                                 discretion Loans may be made separately to
                                 each Borrower based on the Eligible Accounts
                                 of each Borrower.

Letter of Credit Sublimit:    $2,500,000.

2.  INTEREST.
      Interest Rate (Section 1.2):

                              A rate equal to the Prime Rate in effect from
                              time to time, plus 2% per annum, provided that
                              the interest rate in effect on any day shall not
                              be less than 6% per annum, and provided that
                              interest in each month shall not be less than
                              $20,000.  Interest shall be calculated on the
                              basis of a 360-day year for the actual number
                              of days elapsed. The interest rate applicable
                              to the Obligations shall change on each date
                              there is a change in the Prime Rate.

                              In computing interest on the Obligations, all
                              Payments received after 1:00 PM Eastern Time
                              on any day shall be deemed received on the
                              next Business Day, and Payments received by
                              Lender (including proceeds of Accounts and
                              Payment in Full of the Obligations) shall
                              be deemed applied by Lender on account of
                              the Obligations two Business Days after
                              receipt by Lender of immediately available
                              funds.

3.  FEES (Section 1.4):

      Loan Fee:               $120,000, payable concurrently herewith.

      Collateral Monitoring
      Fee:                    -0-

      Unused Line Fee:        -0-

      Termination Fee:        -0-

      Letter of Credit Fees:  4% per annum of the aggregate undrawn amount
                              of each Letter of Credit (the "Aggregate Face
                              Amount"), accruing daily from and including
                              the date the Letter of Credit is issued until
                              the date that it either expires or is returned,
                              which fee shall be payable monthly in arrears
                              on the first day of each month and on the date
                              that the Letter of Credit either expires or is
                              returned.


4.  MATURITY DATE
    (Section 6.1):            December 22, 2011.

5.  FINANCIAL COVENANTS
    (Section 5.1):            Parent shall maintain EBITDA of not less than
                              the following amounts during the following
                              periods:

                                    Period               Minimum EBITDA
                              One month ended 12/26/09       ($198,000)
                              Two months ended 1/23/10        $135,000
                              Three months ended 2/27/10      $634,000
                              Four months ended 3/27/10     $1,111,000
                              Five months ended 4/24/10     $1,521,000
                              Six months ended 5/29/10      $1,809,000
                              Six months ended 6/26/10      $1,990,000
                              Six months ended 7/24/10      $2,156,000
                              Six months ended 8/28/10      $2,316,000
                              Six months ended 9/25/10      $2,570,000
                              Six months ended 10/23/10     $2,907,000
                              Six months ended 11/27/10     $3,552,000
                              Six months ended 12/25/10     $3,817,000
                              Six months ended 1/22/11      $4,085,000
                              Six months ended 2/26/11      $4,407,000

For periods after February 26, 2011, the above covenants shall be determined
as follows:  On or before February 6, 2011, Parent shall submit to Lender
projections for the period March 1, 2011 to February 28, 2012, on a monthly
basis, in draft form, and on or before February 21, 2011, Parent shall submit
to Lender such projections in final form and approved by Parent's Board of
Directors, which, in each case, shall include projections of EBITDA for such
periods, and Lender and Parent shall attempt to agree in writing on the amount
of the minimum EBITDA which Parent shall be required to maintain for such
periods.  If for any reason Parent and Lender are not able to agree in writing
on the same, prior to April 1, 2011, then the minimum EBITDA for the six-month
period ending at the end of each month shall be 105% of the minimum EBITDA for
the six-month period ending at the end of the immediately preceding calendar
month.
Definitions:  "EBITDA" shall mean, for any applicable period, on a
consolidated basis, the net income of Parent for such period, before interest
expense, income taxes, depreciation, other non-cash amortization expenses, FAS
123R stock compensation expense, and other non-cash expenses, including but
not limited to impairment charges, in each case determined in accordance with
GAAP.

6.  REPORTING.
      (Section 5.3):
                              Borrower shall provide Lender with the
                              following:

(a)  Transaction reports, schedules of collections, sales journal and credit
memos, each week and at the time of each Loan request, on Lender's standard
form;

(b)  Monthly accounts receivable agings, aged by invoice date, with borrowing
base certificate, within ten days after the end of each month;

(c)  Monthly accounts payable agings, aged by invoice date, and outstanding or
held check registers, if any, within ten days after the end of each month;

(d)  Monthly reconciliations of accounts receivable agings (aged by invoice
date), transaction reports, and general ledger, within ten days after the end
of each month;

(e)  Monthly unaudited financial statements, as soon as available, and in any
event within 30 days after the end of each month;

(f)  Annual operating budgets and financial projections (including income
statements, balance sheets and cash flow statements, by month) for the
upcoming fiscal year of Parent (i) in draft form, at least twenty days prior
to the end of each fiscal year of Parent, and (ii) in final form, approved by
Parent's board of directors, at least five days prior to the end of each
fiscal year of Parent;

(g)  Annual financial statements, as soon as available, and in any event
within 90 days following the end of Parent's fiscal year, certified by, and
with an unqualified opinion of, SingerLewak LLP or other independent certified
public accountants acceptable to Lender;

(h)  Each of the financial statements in subsections (e) and (g) and (i) above
shall be accompanied by Compliance Certificates, in such form as Lender shall
reasonably specify, signed by the Chief Financial Officer of Borrower,
certifying that as of the end of such period Borrower was in full compliance
with all of the terms and conditions of this Agreement, and setting forth
calculations showing compliance with the financial covenants set forth in this
Agreement and such other information as Lender shall request in its Good Faith
Business Judgment, including, without limitation, a statement that at the end
of such period there were no held checks;

(i)  promptly upon receipt, each management letter prepared by Parent's
independent certified public accounting firm regarding Parent's management
control systems;

(j)  such budgets, sales projections, operating plans or other financial
information generally prepared by Borrower in the ordinary course of business
as Lender may reasonably request from time to time; and

(k) within 30 days of the last day of each fiscal quarter, a report signed by
Borrower, in form reasonably acceptable to Lender, listing any applications or
registrations that Borrower has made or filed in respect of any Patents,
Copyrights or Trademarks and the status of any outstanding applications or
registrations, as well as any material change in Borrower's Intellectual
Property Collateral, including but not limited to any subsequent ownership
right of Borrower in or to any Trademark, Patent or Copyright not specified in
exhibits to any Intellectual Property Security Agreement delivered to Lender
by Borrower in connection with this Agreement;


7.  BORROWER INFORMATION:

    Borrower represents and warrants that the information set forth in the
Borrower Information Certificate dated December 8, 2009, as amended in
writing, in each case previously submitted to Lender (the "Representations")
is true and correct in all material respects as of the date hereof.

8.  ADDITIONAL PROVISIONS:

(a)  New Subordinated Debt.  As a condition precedent to the disbursement of
any Loans, Parent shall receive cash proceeds of the issuance of subordinated
notes of Parent (the "Subordinated Debt") and common stock of Parent in an
aggregate amount of not less than $6,000,000, from Persons acceptable to the
Lender in its Good Faith Business Judgment.  The Subordinated Debt shall be on
terms and in form and substance acceptable to Lender in its Good Faith
Business Judgment.

(b)  EchoStar Note. Borrower represents and warrants that Parent's Note in the
amount of $5,000,000, dated December 14, 2007, payable to EchoStar, has been
paid in full and cancelled.

(c)  Deposit Accounts. Borrower within 30 days of the Closing Date shall
maintain all its depository and operating accounts with Lender and its primary
investment accounts with Lender or Lender's affiliates, except that: (i)
Borrower may maintain Deposit Accounts at other institutions located in the
United States in amounts not to exceed, in the aggregate, $500,000 at any
time, provided there are control agreements in place, in form and substance
satisfactory to Lender in its Good Faith Business Judgment, and sufficient to
perfect Lender' first-priority security interest in the same; and (ii)
Borrower may maintain up to $1,700,000 in a Deposit Account which is pledged
to the issuer of letters of credit as set forth in clause (xiv) of the
definition of "Permitted Liens").

(d)  Foreign Subsidiaries; Foreign Assets.

(1)  Borrower represents and warrants that it has no partially-owned or
wholly-owned Subsidiaries which are not Borrowers hereunder, except for
Subsidiaries organized under the laws of  a jurisdiction other than the United
States or any state or territory thereof or the District of Columbia ("Foreign
Subs"). Borrower may make Investments in the Foreign Subs, in an aggregate
amount not to exceed the amount necessary to fund the current operating
expenses of the Foreign Subs (taking into account their revenue from other
sources); provided that (i) the total of such investments and loans in any
fiscal year to all such Foreign Subs shall not exceed $4,000,000, and (ii) the
total assets of the Foreign Subs (excluding developed/core technology and
customer lists of Foreign Subs, and excluding intercompany obligations due
from the Borrower, but not excluding any Patents of any Foreign Subs) combined
shall not, at any time, exceed $2,000,000 in the aggregate.  The foregoing
shall constitute "Permitted Investments" for purposes of this Agreement.

(2)  Borrower covenants that (i) the total assets of the Foreign Subs
(excluding developed/core technology and customer lists of Foreign Subs, and
excluding intercompany obligations due from the Borrower, but not excluding
any Patents of any Foreign Subs) combined, plus the total assets of Borrower
located outside the United States (including without limitation deposits in
foreign bank accounts, but not including Collateral permitted to be at
Permitted Other Locations) combined shall not, at any time, exceed $2,000,000
in the aggregate, and (ii) the total amount maintained by Borrower in foreign
bank accounts shall not, at any time, exceed an amount equal to $500,000 minus
any amounts maintained at other institutions (other than Lender) located in
the United States (not including any Deposit Accounts in which up to
$1,700,000 is pledged to the issuer of letters of credit as set forth in
clause (xiv) of the definition of "Permitted Liens").  Borrower shall not
permit any of the assets of any of the Foreign Subs to be subject to any
security interest, lien or encumbrance (other than Foreign Sub Permitted
Liens), and Borrower shall not agree with any other Person to restrict its
ability to cause a Foreign Sub to grant any security interest in, or lien or
encumbrance on, its assets (other than in favor of the holder of a Foreign Sub
Permitted Lien with respect to the property subject to such Foreign Sub
Permitted Lien).

 [Signatures on Next Page]
 Form Version:  -5 (09-09)
Document Version -9


Borrowers:
CalAmp Corp.

By /s/ Richard Vitelle
Name Richard Vitelle
Title VP Finance & CFO


CalAmp Products, Inc.

By /s/ Garo Sarkissian
Name Garo Sarkissian
Title Vice President


Dataradio Corporation

By /s/ Richard Vitelle
Name Richard Vitelle
Title Treasurer

Lender:
Square 1 Bank

By /s/ Richard Suhl
Title S.V.P.



                                   Exhibit A
Existing Investments:

Payment obligation from MIR3, Inc. with a current principal amount of
$1,634,718.

EX-10

                                                             Exhibit 10.2


                          Subordinated Note and Warrant
                                Purchase Agreement


                          Dated as of December 22, 2009

                                by and among

                      CalAmp Corp., a Delaware corporation,

   the Domestic Subsidiaries of CalAmp Corp. from time to time party hereto,

                                  - and -

                   the Purchasers listed on Schedule I hereto.

                          Subordinated Note and Warrant
                                Purchase Agreement


     This SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT (the "Agreement")
is dated as of December 22, 2009 by and among CalAmp Corp., a Delaware
corporation whose address is 1401 N. Rice Avenue, Oxnard, CA 93030 (the
"Company"), the Domestic Subsidiaries of the Company from time to time party
hereto, including CalAmp Products, Inc., a Delaware corporation whose address
is 1401 N. Rice Avenue, Oxnard, CA 93030 and Dataradio Corporation, a
Delaware corporation whose address is 1401 N. Rice Avenue, Oxnard, CA 93030,
and the Purchasers listed on Schedule I hereto.

     WHEREAS, pursuant to this Agreement, the Company desires to sell and
issue to the Purchasers listed on Schedule I hereto, and the Purchasers
listed on Schedule I hereto desire to purchase from the Company, severally,
and not jointly, Notes with an aggregate principal amount of up to Five
Million and No/100ths Dollars ($5,000,000) and Warrants to purchase up to an
aggregate of 500,000 shares of Common Stock;

     NOW, THEREFORE, in consideration of the foregoing and the covenants set
forth herein, the parties hereto, intending to be legally bound, hereby agree
as follows:

   1.  DEFINITIONS; CERTAIN RULES OF CONSTRUCTION.

     Certain capitalized terms are used in this Agreement and in the other
Credit Documents with the specific meanings defined below in this Section 1.

     "Affiliate" means, with respect to the Company (or any other specified
Person), any other Person directly or indirectly controlling, controlled by
or under direct or indirect common control with the Company (or such
specified Person).

     "Agreement" means this Subordinated Note and Warrant Purchase Agreement.

     "Applicable Rate" means, at any date, the sum of:  (a) the rate of
twelve percent (12%) per annum plus (b) upon an Event of Default set forth in
Section 10.1.1. with respect to the payment of principal or interest, an
additional two percent (2%) per annum until (1) such Event of Default is no
longer continuing or (2) such Event of Default is deemed no longer to exist,
in each case pursuant to Section 10.3.

     "Banking Day" means any day other than Saturday, Sunday or a day on
which banks in Durham, North Carolina are authorized or required by law or
other governmental action to close.

     "Bankruptcy Code" means Title 11 of the United States Code.

     "Bankruptcy Default" means an Event of Default referred to in Section
10.1.8.

     "By-laws" means all written by-laws, rules, regulations and all other
documents relating to the management, governance or internal regulation of
any Person other than an individual, all as from time to time in effect.

     "CalAmp Products" means CalAmp Products, Inc., a Delaware corporation.

     "CCP" is defined in Section 17.7.

     "Change of Control" means (i) a transaction other than a bona fide
equity financing or series of financings on terms and from investors
reasonably acceptable to Senior Lender in which any "person" or "group"
(within the meaning of Section 13(d) and 14(d)(2) of the Exchange Act)
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act but excluding any employee benefit plan of such person or its
subsidiaries, and any person acting in its capacity as trustee, agent or
other fiduciary or administrator of any such plan)), directly or indirectly,
of 40% or more of all classes of stock then outstanding of the Company
ordinarily entitled to vote in the election of directors, or (ii) during any
consecutive two-year period, individuals who at the beginning of such period
constituted the board of directors of the Company (together with any new
directors whose election to such board of directors, or whose nomination for
election, was approved by a vote of two thirds of the directors then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the board of directors of the Company then
in office.

     "Change of Control Notice" is defined in Section 4.2.

     "Change of Control Offer" is defined in Section 4.2.

     "Charter" means the articles of organization, certificate of
incorporation, statute, constitution, joint venture agreement, partnership
agreement, trust indenture, limited liability company agreement or other
charter document of any Person other than an individual, each as from time to
time in effect.

     "Closing" means each of the Initial Closing and the Second Closing.

     "Closing Date" means each of the Initial Closing Date and the Second
Closing Date.

     "Code" means the federal Internal Revenue Code of 1986, as amended.

     "Common Stock" means the common stock of the Company, par value $0.01
per share.

     "Company" means CalAmp Corp., a Delaware corporation.

     "Company Counsel" means Gibson, Dunn & Crutcher LLP.

     "Contingent Obligation" means, as applied to any Person, any direct or
indirect liability, contingent or otherwise, of that Person with respect to
(i) any indebtedness, lease, dividend, letter of credit or other obligation
of another, including, without limitation, any such obligation directly or
indirectly guaranteed, endorsed, co-made or discounted or sold with recourse
by that Person, or in respect of which that Person is otherwise directly or
indirectly liable; (ii) any obligations with respect to undrawn letters of
credit, corporate credit cards or merchant services issued for the account of
that Person; and (iii) all obligations arising under any interest rate,
currency or commodity swap agreement, interest rate cap agreement, interest
rate collar agreement, or other agreement or arrangement designated to
protect a Person against fluctuation in interest rates, currency exchange
rates or commodity prices; provided, however, that the term "Contingent
Obligation" shall not include endorsements for collection or deposit in the
ordinary course of business.  The amount of any Contingent Obligation shall
be deemed to be an amount equal to the stated or determined amount of the
primary obligation in respect of which such Contingent Obligation is made or,
if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof as determined by such Person in good faith; provided,
however, that such amount shall not in any event exceed the maximum amount of
the obligations under the guarantee or other support arrangement.

     "CRC" is defined in Section 17.7.

     "Credit Documents" means this Agreement, the Joinder Agreement, the
Notes, the Guarantee Agreement and the Non-Guarantor Subordination Agreement,
each as from time to time in effect, and any other present or future
agreement or instrument from time to time entered into among the Company, any
of its Subsidiaries or any other Obligor, on one hand, and the Purchasers, on
the other hand, relating to, amending or modifying this Agreement or any
other Credit Document referred to above or which is stated to be a Credit
Document, each as from time to time in effect.

     "Credit Obligations" means all present and future liabilities,
obligations and Indebtedness of the Company, any of its Subsidiaries or any
other Obligor owing to any Purchaser under or in connection with this
Agreement or any other Credit Document, including obligations in respect of
principal, interest, amounts provided for in Section 11 and other fees,
charges, indemnities and expenses from time to time owing hereunder or under
any other Credit Document (all whether accruing before or after a Bankruptcy
Default and regardless of whether allowed as a claim in bankruptcy or similar
proceedings).

     "Dataradio" means Dataradio Corporation, a Delaware corporation.

     "Default" means any Event of Default and any event or condition which
with the passage of time or giving of notice, or both, would become an Event
of Default.

     "Dispute" is defined in Section 17.7.

     "Domestic Subsidiary" means any Subsidiary that is not a Foreign
Subsidiary.

     "Environmental Laws" means all applicable federal, state or local
statutes, laws, ordinances, codes, rules, regulations and guidelines
(including consent decrees and administrative orders) relating to public
health and safety and protection of the environment, including the federal
Occupational Health and Safety Act.

     "Event of Default" is defined in Section 10.1.

     "Exchange Act" means the federal Securities Exchange Act of 1934, as
amended.

     "Final Maturity Date" means December 22, 2012.

     "Financial Officer" of the Company (or other specified Person) means its
chief financial officer, treasurer, controller or any of its vice presidents
whose primary responsibility is for its financial affairs, in each case whose
incumbency and signatures have been certified to the Purchasers by the
secretary or other appropriate attesting officer of the Company (or such
specified Person).

     "Foreign Subsidiary" means each Subsidiary that is organized under the
laws of, and conducting its business primarily in a jurisdiction outside of,
the United States of America and that is not domesticated or dually
incorporated under the laws of the United States of America or the states
thereof.

     "GAAP" means generally accepted accounting principles as from time to
time in effect, including the statements and interpretations of the United
States Financial Accounting Standards Board.

     "Guarantee Agreement" is defined in Section 6.1.5.

     "Guarantor" means each of Subsidiary of the Company party to, or which
subsequently becomes party to, the Guarantee Agreement as a Guarantor.

     "Holder" means any Person holding a Note.

     "Indebtedness" means (a) all indebtedness created, assumed or incurred
in any manner by the Company (or other specified Person) representing money
borrowed (including by the issuance of debt securities, notes, bonds
debentures or similar instruments), (b) all indebtedness for the deferred
purchase price of property or services  (other than trade payables due in the
ordinary course of business and accrued obligations due in the course of
business that are not overdue or are being contested in good faith, and
deferred revenues (as reflected on the Company's balance sheet)), (c) the
Credit Obligations, (d) obligations and liabilities of any Person secured by
a Lien or claim on property owned by the Company (or other specified Person),
even though the Company (or other specified Person) has not assumed or become
liable therefor, (e) obligations and liabilities created or arising under any
capital lease or conditional sales contract or other title retention
agreement with respect to property used or acquired by the Company (or other
specified Person), even though the rights and remedies of the lessor, seller
or lender are limited to repossession, (f) all obligations of the Company (or
other specified Person) on or with respect to letters of credit, bankers'
acceptances and other similar extensions of credit whether or not
representing obligations for borrowed money and (g) the amount of any
Contingent Obligations.

     "Indemnified Party" is defined in Section 11.2.

     "Initial Closing" means the closing of the issuance of Notes and
Warrants on the Initial Closing Date.

     "Initial Closing Date" means December 22, 2009 or such prior date agreed
to by the Company and all Purchasers purchasing Notes at such closing with an
aggregate principal amount (together with proceeds from the Company's sale of
Common Stock on such date) of at least Six Million and No/100ths Dollars
($6,000,000).

     "Insolvency Proceeding" means any proceeding commenced by or against any
Person or entity under any provision of the United States Bankruptcy Code, as
amended, or under any other state, federal or other bankruptcy or insolvency
law, now or hereafter in effect,  including assignments for the benefit of
creditors, formal or informal moratoria, compositions, extension generally
with its creditors, or proceedings seeking reorganization, arrangement,
readjustment of debt, dissolution or liquidation, or other relief.

     "Intellectual Property" means all of the Obligors' right, title, and
interest in and to the following: copyrights, trademarks and patents; any and
all trade secrets, and any and all intellectual property rights in computer
software and computer software products now existing, created, acquired or
held; any and all design rights which may be available to the Obligors now
existing, created, acquired or held; all licenses or other rights to use any
of the copyrights, patents or trademarks, and all license fees and royalties
arising from such use to the extent permitted by such license or rights; and
all amendments, renewals and extensions of any of the copyrights, trademarks
or patents.

     "Investment" means any beneficial ownership interest in any Person
(including stock, securities, partnership interest, limited liability company
interest, or other interests), and any loan, advance or capital contribution
to any Person, including the creation or capital contribution to a wholly-
owned or partially-owned subsidiary.

     "Investment Bank" means B. Riley & Co., LLC, a Delaware limited
liability company.

     "Joinder Agreement" means the Joinder Agreement substantially in the
form of Exhibit 2.4.1 attached hereto.

     "Lien" means, with respect to the Company (or any other specified
Person) any mortgage, lien, deed of trust, charge, pledge, security interest
or other encumbrance.

     "Material Adverse Change" means a material adverse effect on (i) the
operations, business or financial condition of the Company and its
Subsidiaries taken as a whole, (ii) the ability of the Company to repay the
Credit Obligations or otherwise perform its obligations under the Credit
Documents, or  (iii) the rights and remedies of the Purchasers under the
Credit Documents.

     "Note" means each subordinated promissory note issued pursuant to this
Agreement substantially in the form of Exhibit 2.1 attached hereto and each
subordinated note delivered in substitution or exchange for any of such
subordinated note, as applicable.

     "Obligor" means the Company and each Guarantor.

     "Paid in Full", "Pay in Full" and "Payment in Full" as to the Credit
Obligations, means payment in full of all Credit Obligations, other than
indemnity obligations as to which a claim has not yet been asserted by the
Required Purchasers or notice of a claim has not yet been given to the
Company.

     "Payment Date" means (a) the last Banking Day of each June and December,
beginning on the first such date after the date hereof and (b) the Final
Maturity Date.

     "Percentage Interest" means, with respect to any Purchaser, the ratio
that the respective outstanding principal balance under the Notes held by
such Purchaser bears to the total outstanding principal balance of the Notes
held by all Purchasers.

     "Person" means any present or future natural person or any corporation,
association, partnership, joint venture, limited liability, joint stock or
other company, business trust, trust, organization, business or government or
any governmental agency or political subdivision thereof.

     "Prior Credit Agreement" means the Credit Agreement dated May 26, 2006
by and among the Company, certain Subsidiaries of the Company, the lenders
party thereto and the Bank of Montreal, as administrative agent (as such
Credit Agreement has been amended, modified or restated from time to time).

     "Purchaser" means each Person listed as a purchaser on Schedule I
hereto, each Person listed as a purchaser on Schedule II to the Joinder
Agreement (if any), and such other Persons who may from time to time be a
Holder.

     "Register" is defined in Section 12.1.

     "Registration Rights Agreement" is defined in Section 6.1.4.

     "Representative" is defined in Section 16.1.

     "Required Purchasers" means, with respect to any approval, consent,
modification, waiver or other action to be taken by the Purchasers under the
Credit Documents which require action by the Required Purchasers, such
Purchasers as own at least a majority of the Percentage Interests; provided,
however, that with respect to any matters referred to in the proviso to
Section 15.1, Required Purchasers means such Purchasers as own at least the
respective portions of the Percentage Interests required by Section 15.1.

     "Second Closing" means the closing of the issuance of Notes and Warrants
on the Second Closing Date.

     "Second Closing Date" means January 29, 2010 or such date prior to
January 29, 2010 agreed to by the Company and Purchasers purchasing Notes at
such closing with an aggregate principal amount of at least Five Hundred
Thousand and No/100ths Dollars ($500,000).

     "Securities Act" means the federal Securities Act of 1933, as amended.

     "Senior Debt" means all present and future indebtedness, liabilities and
obligations of the Company to the Senior Purchaser under the Senior Loan
Agreement, and all interest hereunder, and all liabilities, guarantees and
other obligations of the Company to the Senior Purchaser in connection
therewith, whether existing or hereafter arising, including without
limitation all liabilities and obligations of the Company relating to letters
of credit issued by or at the request of the Senior Purchaser under the
Senior Loan Agreement, and any interest accruing after the commencement of
any Insolvency Proceeding with respect to the Company (whether or not such
interest is recoverable from the Company or allowable or provable in any such
proceeding), costs, expenses, penalties, indemnities, and reimbursement
obligations, up to a maximum amount for all of the foregoing of $16,000,000.

     "Senior Loan Agreement" means the Loan and Security Agreement dated as
of the date hereof by and among the Senior Lender, the Company and each
Domestic Subsidiary of the Company.

     "Senior Lender" means Square 1 Bank and any institutional lender which
replaces Square 1 Bank under the Senior Loan Agreement.

     "Subordinated Debt" means the principal of, and interest on, the Notes
(and all extensions and renewals thereof and replacements therefore), and all
premiums, fees (excluding any fees payable to a trustee in connection with an
Insolvency Proceeding and attorney fees), costs, expenses and all other sums
now or hereafter due in connection with the foregoing.  In the event of any
financing of the Company by the Senior Lender during any Insolvency
Proceeding, "Senior Debt" shall also include all indebtedness, liabilities
and obligations incurred in any such proceeding.

     "Subsidiary" means, with respect to any Person, a Person of which more
than 50% of the voting stock or other equity interests is owned or
controlled, directly or indirectly, by such Person or one or more Affiliates
of such Person.

     "Superior Court" is defined in Section 17.7.

     "USA Patriot Act" means the federal Uniting and Strengthening of America
by Providing the Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Title III of Public Law 107-56, signed into law
October 26, 2001).

     "Warrants" means each warrant to purchase Common Stock issued pursuant
to this Agreement substantially in the form of Exhibit 2.2 attached hereto
and each Warrant delivered in substitution or exchange for any of such
Warrant, as applicable.

     "Warrant Shares" means the shares of Common Stock issuable upon exercise
of the Warrants.

2.  PURCHASE AND SALE OF NOTES AND WARRANTS.

  2.1.  Authorization of Notes.  The Company has authorized the issuance and
sale of Notes with an aggregate original principal amount of up to Five
Million and No/100ths Dollars ($5,000,000).  Each Note will be in
substantially the form attached as Exhibit 2.1 hereto and will be subject to
the terms and conditions contained herein and in such Note.

  2.2.  Authorization of Warrants.  The Company has authorized the issuance
of Warrants to purchase an aggregate of up to 500,000 shares of Common Stock
in connection with the issuance and sale of the Notes, with Warrants to
purchase 1,000 shares of Common Stock issued in connection with every Ten
Thousand and No/100ths Dollars ($10,000) in original principal amount of
Notes issued (subject to adjustment in accordance with the terms of such
Warrant).  Each Warrant will be in substantially the form attached as Exhibit
2.2 hereto, will be subject to the terms and conditions contained herein and
in such Warrant, and will have an exercise price equal to 120% of the closing
price per share of Common Stock on NASDAQ for the 20 consecutive trading days
prior to the Initial Closing Date.

  2.3.  Purchase and Sale at Initial Closing.

     2.3.1.  Purchase and Sale.  Subject to all the terms and conditions of
this Agreement, and so long as no Default exists, on the Initial Closing
Date, the Company shall issue and sell to the Purchasers set forth on
Schedule I hereto, and such Purchasers shall purchase from the Company,
severally and not jointly, Notes with the principal balances set forth
opposite such Purchasers' respective names on Schedule I hereto at a purchase
price equal to 100% of the original principal balance of each Note.  In
connection with such issuance of Notes, the Company shall issue to such
Purchasers, severally and not jointly, Warrants to purchase such number of
shares of Common Stock set forth opposite such Purchasers' respective names
on Schedule I hereto.  The aggregate original principal amount of Notes
issued by the Company on the Initial Closing Date (together with proceeds
from the sale by the Company of shares of Common Stock on the Initial Closing
Date) shall be at least Six Million and No/100ths Dollars ($6,000,000).

     2.3.2.  Location.  The Initial Closing shall take place at the offices
of the Company Counsel, 333 South Grand Avenue, Los Angeles, CA 90071.

     2.3.3.  Deliveries.  At the Initial Closing, the Company shall issue and
deliver to each Purchaser listed on Schedule I hereto (a) one Note, payable
to such Purchaser, in the original stated principal amount set forth opposite
such Purchaser's name on such Schedule I and (b) one Warrant, registered in
the name of such Purchaser, to purchase the number of shares of Common Stock
set forth opposite such Purchaser's name on such Schedule I.  Such deliveries
will be made against delivery to the Company by such Purchaser of a wire
transfer in an amount equal to 100% of the original stated principal amount
of the Note to be received by such Purchaser to the account listed on
Schedule 2.3.3 hereto.

  2.4.  Purchase and Sale at Second Closing.

     2.4.1.  Purchase and Sale.  In the event that the Company issues and
sells Notes on the Initial Closing Date having an aggregate original stated
principal amount of less than Five Million and No/100ths Dollars
($5,000,000), the Company may, in its discretion, elect to issue and sell to
Purchasers additional Notes on the Second Closing Date, provided that the
aggregate original principal amount of all Notes issued and sold under this
Agreement may not exceed Five Million and No/100ths Dollars ($5,000,000).  In
the event the Company elects to issue and sell such additional Notes, it
shall execute and deliver a Joinder Agreement with Purchasers in
substantially the form attached as Exhibit 2.4.1 hereto.

       Subject to all the terms and conditions of this Agreement and the
Joinder Agreement, and so long as no Default exists, on the Second Closing
Date, the Company shall issue and sell to the Purchasers set forth on
Schedule II to the Joinder Agreement, and such Purchasers shall purchase from
the Company, severally and not jointly, Notes with the principal balances set
forth opposite such Purchasers' respective names on such Schedule II at a
purchase price equal to 100% of the original principal balance of each Note.
In connection with such issuance of Notes, the Company shall issue to such
Purchasers, severally and not jointly, Warrants to purchase such number of
shares of Common Stock set forth opposite such Purchasers' respective names
on Schedule II to the Joinder Agreement.

     2.4.2.  Location.  The Second Closing shall take place at the offices of
the Company Counsel, 333 South Grand Avenue, Los Angeles, CA 90071.

     2.4.3.  Deliveries.  At the Second Closing, the Company shall issue and
deliver to each Purchaser listed on Schedule II to such Joinder Agreement (a)
one Note, payable to such Purchaser, in the original stated principal amount
set forth opposite such Purchaser's name on such Schedule II and (b) one
Warrant, registered in the name of such Purchaser, to purchase the number of
shares of Common Stock set forth opposite such Purchaser's name on such
Schedule II.  Such deliveries will be made against delivery to the Company by
such Purchaser of a wire transfer in an amount equal to 100% of the original
stated principal amount of the Note to be received by such Purchaser.
Following the Second Closing, Schedule II to the Joinder Agreement shall
automatically become a schedule to this Agreement.

  2.5.  Application of Proceeds.  The Company shall apply the proceeds of the
sale of the Notes toward repayment of all obligations under the Prior Credit
Agreement, with any remainder used for working capital and all other lawful
corporate purposes.

3.  INTEREST.

  3.1.  Interest.  All amounts outstanding under the Notes shall accrue and
bear interest from the applicable Closing Date on which each such Note is
issued at a rate per annum equal the Applicable Rate.  The Company shall, on
each Payment Date and on any stated or accelerated maturity of the Notes, pay
the accrued and unpaid interest under the Notes.

  3.2.  Computations of Interest.  For purposes of this Agreement, interest
shall be computed on the basis of a 365-day year for actual days elapsed.  If
any payment required by this Agreement becomes due on any day that is not a
Banking Day, such payment shall be made on the next succeeding Banking Day.
If the due date for any payment of principal is extended as a result of the
immediately preceding sentence, interest shall be payable for the time during
which payment is extended at the Applicable Rate.

  3.3.  Maximum Lawful Interest Rate.  All Credit Documents are expressly
limited so that in no event, including the acceleration of the maturity of
the Credit Obligations, shall the amount paid or agreed to be paid in respect
of interest on the Credit Obligations exceed the maximum permissible amount
under applicable law.  If for any reason the amount in respect of interest
required by the Credit Documents exceeds such maximum permissible amount, the
obligation to pay interest under the Credit Documents shall be automatically
reduced to such maximum permissible amount.

4.  PAYMENT.

  4.1.  Payment at Maturity.  On the Final Maturity Date or any accelerated
maturity of the amounts outstanding under the Notes pursuant to Section
10.2.2, the Company will pay to Purchasers an amount equal to the then
outstanding principal balance of the Notes, together with all accrued and
unpaid interest and fees with respect thereto and all other Credit
Obligations then outstanding.

  4.2.  Mandatory Prepayments.  Upon the occurrence of a Change of Control,
the Company shall give each Holder prompt notice of such Change of Control
(the "Change of Control Notice") describing in reasonable detail the nature
of such Change of Control, and shall offer to each Holder the right to
require the Company to repurchase all or any part of such Holder's Notes by
paying to each Holder who so elects 102% of the outstanding principal amount
thereof along with any and all accrued and unpaid interest with respect
thereto and all other Credit Obligations then outstanding due to such Holder
(such offer, the "Change of Control Offer").  Amounts payable pursuant to
this Section 4.2 shall be paid on the date set forth in such Change of
Control Notice, which date shall in no event be later than 15 Business Days
following the effective date of such Change of Control (the "Change of
Control Payment Date").  The obligation of the Company to repurchase Notes
pursuant to the Change of Control Offer is subject to the subordination
provisions of the Notes, but any failure to make such repurchase as a result
of such subordination provisions shall in any event constitute an Event of
Default hereunder.

     On a Change of Control Payment Date, the Company shall (i) accept for
payment all Notes or portions thereof validly tendered pursuant to the Change
of Control Offer and (ii) promptly thereafter wire transfer same day funds to
the accounts designated by the validly tendering Holders in the amount
required by the first paragraph of this Section 4.2, and the Company shall
execute and mail or deliver to such Holders a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered.  The Company
shall notify the Holders of the results of the Change of Control Offer on the
Change of Control Payment Date.

  4.3.  Voluntary Prepayments.  From and after the one (1) year anniversary
of the Initial Closing Date, the Company may prepay all or any portion of the
amount outstanding under the Notes (in a minimum aggregate amount of $250,000
and an integral multiple with respect to each Note of $1,000, or such lesser
amount as is then outstanding), without premium or penalty of any type.  The
Company shall give the Purchasers at least five (5) days prior notice of its
intention to make a prepayment under this Section 4.3, specifying the date of
payment and the total amount to be paid on such date.  In connection with any
prepayments under this Section 4.3, the Company shall pay to the Purchasers,
together with the principal amount to be prepaid, all accrued and unpaid
interest with respect thereto.  Notice of prepayment having been given in
accordance with this Section 4.3, the amount specified to be prepaid shall
become due and payable on the date specified for prepayment.

  4.4.  Payments for Purchasers.  All payments of principal hereunder shall
be made to Purchasers on a pari passu basis in accordance with the
Purchasers' respective Percentage Interests in the Credit Obligations so
repaid.  In the event a Purchaser receives payments in excess of the amount
required based on its Percentage Interest, then such Purchaser shall hold in
trust all such excess payments for the benefit of the other Purchasers and
shall pay such amounts held in trust to such other Purchasers upon demand by
such other Purchasers.

  4.5.  Place of Payment; No Set-off.  All payments of the Credit
Obligations, including principal and interest under the Notes, shall be made
directly (a) by check duly mailed or delivered to each Purchaser at such
Purchaser's address referred to in Schedule I hereto or Schedule II to the
Joinder Agreement (as applicable) or to such other address as such Purchaser
may request by written notice to the Company or (b) by wire transfer to an
account as such Purchaser may request by written notice to the Company.  All
payments of the Credit Obligations, including principal and interest under
the Notes, shall be made without set-off or counterclaim and free and clear
of any deductions.

5.  SUBORDINATION.

  5.1.  Subordination to Senior Debt.  The Notes and the Credit Obligations
thereunder shall be subordinate to the Senior Debt (subject to an aggregate
maximum of $16,000,000 of such Senior Debt) in accordance with, and to the
extent set forth in, the Notes.

  5.2.  Refinancing of Senior Debt.  In the event that the Company incurs
Indebtedness to refinance and pay in full all principal, interest and other
accrued and outstanding amounts under the Senior Debt, and so long as no
Default exists, the Purchasers covenant and agree to reasonably cooperate in
the execution of a subordination agreement with such new lender with respect
to such new Indebtedness on similar terms as set forth in the Notes with
respect to the Senior Debt; provided, however, that such new Indebtedness may
not exceed $16,000,000 in the aggregate.  Purchasers agree to be bound by the
provisions of Section 3 of the Notes for the benefit of the Senior Lender and
the provisions thereof are hereby incorporated herein by this reference.

6.  CONDITIONS TO CLOSING.

  6.1.  Conditions on Initial Closing Date.  The obligations of the
Purchasers listed on Schedule I hereto to purchase the Notes pursuant to
Section 2.3 shall be subject to the satisfaction, on or before the Initial
Closing Date, of the conditions set forth in this Section 6.1.  If the
conditions set forth in this Section 6.1 are not met on or prior to the
Initial Closing Date, such Purchasers shall have no obligation to purchase
the Notes hereunder.

     6.1.1.  Agreement.  The Company, the Guarantors and such Purchasers
shall have duly authorized, executed and delivered this Agreement.

     6.1.2.  Notes.  The Company shall have duly authorized, executed and
delivered a Note to each such Purchaser in the original stated principal
amount set forth opposite such Purchaser's name on Schedule I.

     6.1.3.  Warrants.  The Company shall have duly authorized, executed and
delivered a Warrant to each such Purchaser with respect to the number of
shares of Common Stock set forth opposite such Purchaser's name on Schedule
I.

     6.1.4.  Registration Rights Agreement.  The Company and such Purchasers
shall have duly authorized, executed and delivered a Registration Rights
Agreement in substantially the form attached as Exhibit 6.1.4 hereto (the
"Registration Rights Agreement").

     6.1.5.  Guarantee Agreement; Non-Guarantor Subordination Agreement.
Each of the Company, the Guarantors and such Purchasers shall have duly
authorized, executed and delivered a Guarantee Agreement in substantially the
form of Exhibit 6.1.5(a) (the "Guarantee Agreement").  Each of the Company,
certain Foreign Subsidiaries and such Purchasers shall have duly authorized,
executed and delivered a Non-Guarantor Subsidiary Subordination Agreement in
substantially the form of Exhibit 6.1.5(b) (the "Non-Guarantor Subordination
Agreement").

     6.1.6.  Payment of Fees.  The Company shall have paid to the Investment
Bank the fees contemplated by the separate agreement among the Investment
Bank and the Company dated on or prior to the date hereof, and all reasonable
legal fees and costs of the Investment Bank in connection with the
negotiation, preparation, execution and review of this Agreement and the
other Credit Documents contemplated hereby.

     6.1.7.  Senior Debt, etc.  The Senior Loan Agreement shall be entered
into and the Senior Debt issued on the Initial Closing Date in the form
agreed prior to the date of this Agreement.

     6.1.8.  Termination of Prior Credit Agreement.  Contemporaneously with
the Initial Closing, the Company and its Subsidiaries shall have paid in full
all principal, interest and other accrued and outstanding amounts under the
Prior Credit Agreement, all commitments to extend further credit under the
Prior Credit Agreement shall have been terminated, all Liens securing amounts
owing under the Prior Credit Agreement shall have been released and the Prior
Credit Agreement shall have become terminated and of no further force or
effect (except for indemnity provisions that by their terms survive the
termination of the Prior Credit Agreement or except for letters of credit
issued under the Prior Credit Agreement permitted under the terms of Section
7.3 hereof to be outstanding after the Initial Closing Date).

     6.1.9.  Officer's Certificate.  The representations and warranties
contained in Section 8 shall be true and correct on and as of such Initial
Closing Date in all material respects with the same force and effect as
though made on and as of such date (except as to any representation or
warranty which refers to a specific earlier date); no Default shall exist on
such Initial Closing Date prior to or immediately after giving effect to the
Initial Closing; no Material Adverse Change shall have occurred since
February 28, 2009; and the Company shall have furnished to such Purchasers a
certificate to these effects signed by a Financial Officer.

     6.1.10.  General.  All legal and corporate proceedings in connection
with the transactions contemplated by this Agreement shall be reasonably
satisfactory in form and substance to the Required Purchasers, and the
Purchasers shall have received copies of all documents, including certified
copies of the Charter and By-laws of the Company and the other Obligors,
records of corporate proceedings, certificates as to signatures and
incumbency of officers, which the Required Purchasers may have reasonably
requested in connection therewith, such documents where appropriate to be
certified by proper corporate or governmental authorities.

  6.2.  Conditions on Second Closing Date.  The obligations of the Purchasers
listed on Schedule II to the Joinder Agreement to purchase the Notes pursuant
to Section 2.4 shall be subject to the satisfaction, on or before the Second
Closing Date, of the conditions set forth in this Section 6.2.  If the
conditions set forth in this Section 6.2 are not met on or prior to the
Second Closing Date, such Purchasers shall have no obligation to purchase the
Notes hereunder.

     6.2.1.  Initial Closing; Joinder Agreement.  The Initial Closing shall
have occurred and the conditions set forth in Sections 6.1.1, 6.1.4, 6.1.5,
6.1.7 and 6.1.8 shall remain satisfied.  The Company, the Guarantors and the
Purchasers listed on Schedule II to the Joinder Agreement shall have duly
authorized, executed and delivered the Joinder Agreement.

     6.2.2.  Notes.  The Company shall have duly authorized, executed and
delivered a Note to each such Purchaser in the original principal amount set
forth opposite such Purchaser's name on Schedule II to the Joinder Agreement.

     6.2.3.  Warrants.  The Company shall have duly authorized, executed and
delivered a Warrant to each such Purchaser with respect to the number of
shares of Common Stock set forth opposite such Purchaser's name on Schedule
II to the Joinder Agreement.

     6.2.4.  Payment of Fees.  The Company shall have paid to the Investment
Bank the fees contemplated by the separate agreement among the Investment
Bank and the Company dated on or prior to the date hereof, and all reasonable
legal fees and costs of the Investment Bank in connection with the
negotiation, preparation, execution and review of this Agreement and the
other Credit Documents contemplated hereby.

     6.2.5.  Officer's Certificate.  The representations and warranties
contained in Section 8 shall be true and correct on and as of such Second
Closing Date in all material respects with the same force and effect as
though made on and as of such date (except as to any representation or
warranty which refers to a specific earlier date); no Default shall exist on
such Second Closing Date prior to or immediately after giving effect to the
Second Closing; no Material Adverse Change shall have occurred since February
28, 2009; and the Company shall have furnished to such Purchasers a
certificate to these effects signed by a Financial Officer.

     6.2.6.  General.  All legal and corporate proceedings in connection with
the transactions contemplated by this Agreement shall be reasonably
satisfactory in form and substance to a majority in interest of the
Purchasers purchasing such Notes at the Second Closing, and such Purchasers
shall have received copies of all documents, including certified copies of
the Charter and By-laws of the Company and the other Obligors, records of
corporate proceedings, certificates as to signatures and incumbency of
officers, which such Purchasers may have reasonably requested in connection
therewith, such documents where appropriate to be certified by proper
corporate or governmental authorities.

7.  GENERAL COVENANTS.

     Each of the Company and the Guarantors covenants that, until all of the
Credit Obligations shall have been Paid in Full, the Company and the
Guarantors will comply with the following provisions:

  7.1.  Conduct of Business, etc.

     7.1.1.  Compliance with Legal Requirements.  The Obligors shall comply,
in all material respects, with all provisions of all foreign, federal, state
and local laws and regulations applicable to the Obligors, including, but not
limited to, those relating to the Obligors' ownership of real or personal
property, the conduct and licensing of the Obligors' business, and all
Environmental Laws, except for any inadvertent failure to comply with any
such laws or regulations, which failure would not be reasonably expected to
subject the Obligors to claims of more than $200,000 in the aggregate for all
such claims at any one time.

  7.2.  Reports; Notices.

     7.2.1.  SEC Reports.  The Company shall promptly furnish to the
Purchasers such registration statements, proxy statements and reports,
including Forms S-1, S-2, S-3, S-4, 10-K, 10-Q and 8-K, as may be filed by
the Company or any of its Subsidiaries with the Securities and Exchange
Commission.

     7.2.2.  Other Information.  From time to time at reasonable intervals
upon request of any authorized officer of any Purchaser, and subject to the
provisions of Section 13 hereof, each of the Obligors shall furnish to such
Purchaser such other information regarding the business, assets, financial
condition, income or prospects of the Obligors as such officer may reasonably
request, including copies of all tax returns, licenses, agreements, leases
and instruments to which any of the Company or its Subsidiaries is party.
The Representative shall have the right during normal business hours upon
reasonable notice and at reasonable intervals to examine the books and
records of the Obligors, to make copies and notes therefrom for the purpose
of ascertaining compliance with or obtaining enforcement of this Agreement or
any other Credit Document; provided that so long as no Event of Default has
occurred and is continuing, the Representative shall be limited to two visits
per fiscal year of the Company.

     7.2.3.  Notices.  The Company shall promptly furnish to each Purchaser a
copy of any notice to the Purchasers or the Representative that the Company
receives from the Senior Lender pursuant to Section 3 of the Notes.

  7.3.  Indebtedness.  Neither the Company nor any Obligor shall create,
incur, assume or otherwise become or remain liable with respect to any
Indebtedness except the following:

     7.3.1  Indebtedness in respect of the Credit Obligations.

     7.3.2  The Senior Debt (together with any extensions, refinancings,
modifications, and amendments and restatements thereof, provided that the
terms of any such extensions, refinancings, modifications, and amendments and
restatements are not (taken as a whole) modified to impose more burdensome
terms upon any Obligor); provided, further that the maximum amount of such
Indebtedness may not exceed $16,000,000 in the aggregate at any time
outstanding.

     7.3.3.  Indebtedness existing on the date hereof in a total principal
amount not in excess of $200,000 at any time outstanding;

     7.3.4.  Indebtedness incurred as a result of endorsing negotiable
instruments received in the ordinary course of business;

     7.3.5.  capitalized leases and purchase money Indebtedness secured by
Permitted Liens in an aggregate principal amount not in excess of $1,500,000
at any time outstanding;

     7.3.6.  Indebtedness which may be deemed to exist pursuant to any
guaranties, surety bonds or similar obligations (and any letters of credit
supporting the same) incurred in the ordinary course of business in an
aggregate amount not in excess of $750,000 at any time outstanding;

     7.3.7.  Indebtedness consisting of Investments permitted by the terms of
the Senior Debt;

     7.3.8.  letters of credit with an aggregate face amount not to exceed
$1,950,000 at any one time outstanding.

     7.3.9  guaranties by an Obligor of any other item of Indebtedness
permitted to be incurred under this Section 7.3 by another Obligor.

     7.3.10.  extensions, refinancings, modifications, amendments and
restatements of any items of Indebtedness permitted by Section 7.3.3, 7.3.5,
7.3.6, 7.3.7, 7.3.8, 7.3.9 and 7.3.12, provided that the principal amount
thereof is not increased and the terms thereof are not (taken as a whole)
modified to impose more burdensome terms upon the Obligors.

     7.3.11.  Indebtedness owed by the Company to California Amplifier SARL,
of which approximately $3,430,000 is outstanding on the Initial Closing Date;
provided, however, that the maximum amount of such Indebtedness may not
exceed $3,800,000 in the aggregate at any time outstanding; and provided,
further, that such Indebtedness shall at all times be subordinate to the
Credit Obligations pursuant to the Non-Guarantor Subordination Agreement.

     7.3.12.  other unsecured Indebtedness in addition to the foregoing;
provided, however, that the aggregate amount of all such Indebtedness at any
one time outstanding shall not exceed $500,000.

     7.3.13.  additional Indebtedness consented to in writing by Senior
Lender; provided, however, that the aggregate amount of such Indebtedness,
together with the Indebtedness incurred under Section 7.3.2, may not exceed
$16,000,000 in the aggregate at any time outstanding.

  7.4  Liens.  Neither the Company nor any of its Subsidiaries shall create,
incur or enter into, or suffer to be created or incurred or to exist, any
Lien on the its property or assets (or become contractually committed to do
so), except the following:

     7.4.1.  Liens that secure Indebtedness incurred under Section 7.3.2.

     7.4.2.  Liens that secure Indebtedness incurred under Section 7.3.5.

     7.4.3.  Liens for taxes (a) not yet payable, or (b) which the Company
has inadvertently failed to pay or is contesting in good faith, in an amount
not in excess of $250,000 in the aggregate at any one time.

     7.4.4.  Additional security interests which are consented to in writing
by Senior Lender; provided, however, that the aggregate amount of the
Indebtedness secured by liens under the forgoing provision, together with the
Indebtedness incurred under Section 7.3.2, may not exceed $16,000,000 in the
aggregate at any time outstanding.

     7.4.5.  Liens arising from judgments, decrees or attachments in
circumstances not constituting an Event of Default.

     7.4.6.  Security interests being terminated substantially concurrently
with this Agreement.

     7.4.7.  Liens incurred on deposits made in the ordinary course of
business in connection with workers compensation, unemployment insurance,
social security and other like laws or to secure the performance of statutory
obligations, in an aggregate amount not exceeding $200,000 at any time.

     7.4.8.  Liens of mechanics, materialmen, workers, repairmen, fillers and
common carriers arising by operation of law for amounts that are not yet due
and payable or which are being contested in good faith by the Company by
appropriate proceedings, in an aggregate amount not exceeding $200,000 at any
time.

     7.4.9.  Deposits or pledges of cash to secure bids, tenders, contracts
(other than contracts for the payment of money), leases, surety and appeal
bonds and other obligations of a like nature arising in the ordinary course
of business, in an aggregate amount not exceeding $1,000,000 at any time.

     7.4.10.  Non-exclusive licenses of intellectual property granted to
third parties in the ordinary course of business.

     7.4.11.  Liens in favor of other financial institutions arising in
connection with the deposit and/or securities accounts of the Obligor's held
at such institutions, as long as such Liens are limited to securing the
regular charges relating to such accounts.

     7.4.12.  Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods, in an aggregate amount not exceeding $200,000 at any
time.

     7.4.13.  Liens consisting of a pledge of cash in a total amount not in
excess of $1,950,000 in favor of the issuer of letters of credit, to secure
the Obligors' reimbursement obligations to such issuers.

  7.5.  Asset Transfers; Mergers.  Neither the Company nor any other Obligor
shall do any of the following:

     7.5.1.  Sell or transfer any collateral pledged to the Senior Debt,
except for (A) the sale of finished inventory in the ordinary course of the
Company's business, (B) the sale of obsolete or unneeded equipment in the
ordinary course of business, (C) non-exclusive licenses of intellectual
property in the ordinary course of business, (D) Liens permitted by Section
7.4 and Investments permitted by the terms of the Senior Debt and (E) a sale
permitted by Section 7.5.3.

     7.5.2.  Merge or consolidate with another Person, except that any
Subsidiary may merge into the Company or a Guarantor so long as the Company
or such Guarantor is the surviving corporation in the merger.

     7.5.3.  So long as immediately before and after giving effect thereto no
Default exists and is continuing, the Obligors may sell during any fiscal
year for fair value (consisting of at least 50% cash) assets, including
without limitation stock of any Guarantor held by the Company, valued at not
more than $750,000.


  7.6.  Pension, Profit Sharing and Deferred Compensation Plans.  The
Obligors will not withdraw from participation in, permit partial or complete
termination of, or permit the occurrence of any other event with respect to,
any present and future pension, profit sharing or deferred compensation plan
which could reasonably be expected to result in any liability of the
Obligors, including any liability to Pension Benefit Guaranty Corporation or
its successors or any other governmental agency.

8.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GUARANTORS.

In order to induce the Purchasers to purchase the Notes hereunder, each of
the Company and the Guarantors jointly and severally represents and warrants
as follows:

  8.1.  Organization and Business.

     8.1.1.  Each of the Obligors is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation or
organization.  Each of the Obligors is qualified and licensed to do business
in all jurisdictions in which any failure to do so would reasonably be
expected to result in a Material Adverse Change.  The execution, delivery and
performance by the Obligors of the Credit Documents (i) have been duly and
validly authorized, (ii) are not subject to any consents, other than consents
the failure of which to obtain would not be reasonably expected to result in
a Material Adverse Change, (iii) are enforceable against the Obligors party
to such Credit Documents in accordance with their terms (except as
enforcement may be limited by equitable principles and by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to creditors'
rights generally), and (iv) do not violate the articles or certificate of
incorporation of any Obligor, or the by-laws of any Obligor, (v) do not
violate, in any material respect, any law or any material agreement or
instrument, which is binding upon any Obligor or its property, and (vi) do
not constitute grounds for acceleration of any Indebtedness or obligations in
excess of $100,000 in the aggregate, under any agreement or instrument which
is binding upon any Obligor or its property.  The address of the Company's
principal executive office is listed in the first paragraph of this
Agreement.  The only Domestic Subsidiaries of the Company are CalAmp Products
and Dataradio.

  8.2.  Title to Assets.  The Obligors are now the sole owner of all the
collateral pledged to secure the Senior Debt, except for items of equipment
which are leased to an Obligor, and except for non-exclusive licenses granted
by an Obligor to its customers in the ordinary course of business, and
possible claims which may be asserted in litigation involving a claim of less
then $400,000.  Such collateral now is free and clear of any and all Liens
and adverse claims, except for Liens permitted by Section 7.4.

  8.3.  Operations in Conformity With Law, etc.  Each Obligor has, to the
best of its knowledge, complied, in all material respects, with all
provisions of all foreign, federal, state and local laws and regulations
applicable to such Obligor, including, but not limited to, those relating to
such Obligor's ownership of real or personal property, the conduct and
licensing of such Obligor's business, and all environmental matters, except
for any inadvertent failure to comply with any such laws or regulations,
which failure would not be reasonably expected to subject all Obligors to
claims of more than $100,000 in the aggregate for all such claims at any one
time. Each Obligor has obtained all consents, approvals and authorizations
of, made all declarations or filings with, and given all notices to, all
governmental authorities that are necessary for the continued operation of
such Obligor's business as currently conducted, except where the failure to
do so would not reasonably be expected to cause a Material Adverse Change.

  8.4.  Litigation.  Except as separately disclosed to the Holders prior to
the date hereof, there is no claim, suit, litigation, proceeding or
investigation pending or, to the knowledge of the Obligors, threatened
against or affecting the Obligors in any court or before any governmental
agency (or any basis therefor known to the Obligors) involving any claim
against an Obligor of more than $400,000.

  8.5.  Licenses, etc.  The Obligors are the sole owners of the Intellectual
Property, except for (i) non-exclusive licenses granted by an Obligor to its
customers in the ordinary course of business, and (ii) possible claims which
may be asserted in litigation involving a claim of less than $400,000.  To
the best of the Obligors' knowledge, each of the their copyrights, trademarks
and patents is valid and enforceable, and no part of the Intellectual
Property has been judged invalid or unenforceable, in whole or in part, and
no claim has been made to an Obligor that any part of the Intellectual
Property violates the rights of any third party, in each case except to the
extent such claim would not reasonably be expected to cause a Material
Adverse Change.

  8.6.  Tax Returns.  The Obligors have timely filed all required tax returns
and reports, and the Obligors have timely paid all foreign, federal, state
and local taxes, assessments, deposits and contributions owed by the Obligors
(except for tax returns and reports which an Obligor has inadvertently failed
to file when due and except for taxes which an Obligor has inadvertently
failed to pay, in all cases involving an amount not in excess of $200,000 in
the aggregate at any one time).  The Obligors are unaware of any claims or
adjustments proposed for any of the Obligors' prior tax years which could
result in additional taxes becoming due and payable by the Obligors (except
for claims involving less than $200,000 in the aggregate at any one time).
The Obligors have paid all amounts necessary to fund all present and future
pension, profit sharing and deferred compensation plans in accordance with
their terms, and the Obligors have not withdrawn from participation in,
permitted partial or complete termination of, or permitted the occurrence of
any other event with respect to, any such plan which could reasonably be
expected to result in any liability of the Obligors, including any liability
to Pension Benefit Guaranty Corporation or its successors or any other
governmental agency.

9.  REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.

In order to induce the Company to sell the Notes and issue the Warrants
hereunder, each of the Purchasers, severally and not jointly, represents and
warrants with respect to such Purchaser as follows:

  9.1.  Organization and Business.  Such Purchaser is a duly organized,
validly existing and in good standing under the laws of its jurisdiction of
formation, with all power and authority, corporate or otherwise, necessary to
enter into and perform this Agreement and each other Credit Document to which
it is party.

  9.2.  Authorization and Enforceability.  Such Purchaser has taken all
corporate or other action required to execute, deliver and perform this
Agreement and each other Credit Document to which it is party.  Each of this
Agreement and each other Credit Document constitutes the legal, valid and
binding obligation of such Purchaser party thereto and is enforceable against
such Purchaser in accordance with its terms.  The execution, delivery and
performance by such Purchaser of this Agreement and each Credit Document such
Purchaser is a party to do not violate (i) the articles or certificate of
incorporation or other organizational document of such Purchaser, and (ii) in
any material respect, any law which is binding upon such Purchaser.

  9.3.  Investment Representations.  Such Purchaser understands that the
Notes and Warrants are being offered and sold pursuant to an exemption from
registration contained in the Securities Act based in part upon such
Purchaser's representations contained in this Agreement.  Such Purchaser
confirms that it has received or has had full access to all the information
it considers necessary or appropriate to make an informed investment decision
with respect to the Notes and Warrants to be purchased by it under this
Agreement.  Such Purchaser further confirms that it has had an opportunity to
ask questions and receive answers from the Company regarding the Company and
its Subsidiaries' business, management and financial affairs, the terms and
conditions of the offering and the Notes and Warrants, and to obtain
additional information necessary to verify any information furnished to such
Purchaser or to which such Purchaser had access.  Such Purchaser has entered
into this Agreement and each Credit Document that such Purchaser is party to
without reliance upon any express or implied representations or warranties of
any nature made by or on behalf of or imputed to the Company or its
Subsidiaries, except as expressly set forth in this Agreement or in such
Credit Document.

  9.4.  Purchaser Bears Economic Risk.  Such Purchaser has substantial
experience in evaluating and investing in private placement transactions of
securities in companies similar to the Company and its Subsidiaries so that
it is capable of evaluating the merits and risks of its investment in the
Company and its Subsidiaries and has the capacity to protect its own
interests.  Such Purchaser acknowledges that the Notes, the Warrants and the
Warrant Shares issuable upon execution of the Warrants have not been
registered under the Securities Act or under the securities laws of any state
or other jurisdiction, and that such Notes, Warrants and Warrant Shares
issuable upon execution of the Warrants may not be sold, transferred, offered
for sale, pledged, hypothecated or otherwise disposed of in the absence of an
effective registration under the Securities Act, except pursuant to a valid
exemption from such registration.  Such Purchaser is familiar with the
provisions of Rule 144 promulgated under the Securities Act and understands
that in the event all of the applicable requirements of Rule 144 are not
satisfied, including without limitation the Company staying current in its
filings under the Exchange Act, registration under the Securities Act or some
other exemption from the registration requirements of the Securities Act will
be required in order to dispose of the Warrant Shares,  and that such
Purchaser may be required to hold the Notes, the Warrants and the Warrant
Shares issuable upon exercise of the for a significant period of time prior
to reselling them.

  9.5.  Acquisition for Own Account.  Such Purchaser is acquiring the Notes
and Warrants for such Purchaser's own account for investment only, and not
with a view towards or for resale in connection with their distribution in
violation of the Securities Act.

  9.6.  Purchaser Can Protect Its Interest.  Such Purchaser represents that
by reason of its, or of its management's, business and financial experience,
such Purchaser has the capacity to evaluate the merits and risks of its
investment in the Notes and Warrants and to protect its own interests in
connection with the transactions contemplated in this Agreement.  Such
Purchaser is aware of no publication or any advertisement in connection with
the transactions contemplated in the Agreement.  Such Purchaser has obtained
counsel and advice from its own legal, tax, and other advisers in connection
with the transactions contemplated by this Agreement and the other Credit
Documents and is not relying on any such counsel or advice from Company
Counsel, the Investment Bank's counsel, the Company, the Investment Bank or
any of its or their representatives.

  9.7.  Accredited Investor.  Such Purchaser represents that it is an
"accredited investor" within the meaning of Rule 501(a) (Regulation D) under
the Securities Act.

10.  DEFAULTS.

  10.1.  Events of Default.  The following events are referred to as "Events
of Default":

     10.1.1.  Payment.  The Company shall fail to make any payment in respect
of: (a) interest or any fee on or in respect of any of the Credit Obligations
owed by it as the same shall become due and payable, and such failure shall
continue for a period of three Banking Days or (b) principal of any of the
Credit Obligations owed by it as the same shall become due, whether at
maturity or by acceleration or otherwise.

     10.1.2.  Other Covenants.  The Company, any of its Subsidiaries or any
other Obligor shall fail to perform or observe any other covenant, agreement
or provision to be performed or observed by it under this Agreement or any
other Credit Document, and such failure shall not be rectified or cured to
the written satisfaction of the Required Purchasers within 30 days after the
earlier of (a) notice thereof by the Required Purchasers to the Company or
(b) a Financial Officer shall have actual knowledge thereof.

     10.1.3.  Representations and Warranties.  Any representation or warranty
of or with respect to the Company, any of its Subsidiaries or any other
Obligor made to the Purchasers in, pursuant to or in connection with this
Agreement or any other Credit Document shall be false in any material respect
on the date as of which it was made.

     10.1.4.  Material Financing Debt Cross Default, etc.

       (a)  Any default or event of default occurs under the Indebtedness
permitted under Section 7.3.2, including without limitation a failure to make
payments when due under the Senior Debt, which is not cured within any
applicable cure period or waived in writing by the holder of such
Indebtedness;

       (b)  Any default or event of default occurs under any Indebtedness or
obligation secured by a Lien permitted by Section 7.4 (where the amount of
such Indebtedness or obligation exceeds $100,000), which is not cured within
any applicable cure period or waived in writing by the holder of such Lien;
and

       (c)  Any Obligor breaches any material contract or obligation, which
has resulted or may reasonably be expected to result in a Material Adverse
Change.

     10.1.5.  Ownership.  The Company shall cease to own, directly or
indirectly, all the capital stock of any Guarantor that is a Subsidiary other
than as permitted by the terms hereof.

     10.1.6.  Enforceability, etc.  Revocation or termination of, or
limitation or denial of liability under, any Credit Document by any Obligor
or any attempt to do any of the foregoing.

     10.1.7.  Judgments.  A final judgment or judgments for the payment of
money in an amount, individually or in the aggregate, of at least $500,000
shall be rendered against any Obligor, and the same remain unsatisfied and
unstayed for a period of 30 days or more.

     10.1.8.  Bankruptcy, etc.

       (a)  Dissolution, termination of existence, suspension of business for
more than thirty days, or insolvency of any Obligor; or appointment of a
receiver, trustee or custodian, for all or any part of the property of,
assignment for the benefit of creditors by, or the commencement of any
Insolvency Proceeding by any Obligor (except as permitted by Section 7.5.2
hereof);

       (b)  The commencement of any Insolvency Proceeding against any
Obligor, which is not cured by the dismissal thereof within 60 days after the
date commenced; or

       (c)  Any Obligor shall generally not pay its debts as they become due,
or any Obligor shall conceal, remove or transfer any part of its property,
with intent to hinder, delay or defraud its creditors, or make or suffer any
transfer of any of its property which would be reasonably likely to be
fraudulent under any bankruptcy, fraudulent conveyance or similar law.

  10.2.  Certain Actions Following an Event of Default.  If any one or more
Events of Default shall occur and be continuing, then in each and every such
case, subject to the subordination provisions set forth in the Note:

       10.2.1.  Specific Performance; Exercise of Rights.  The Required
Purchasers may proceed to protect and enforce the Purchasers' rights by suit
in equity, action at law and/or other appropriate proceeding, either for
specific performance of any covenant or condition contained in this Agreement
or any other Credit Document or in any instrument or assignment delivered to
the Purchasers pursuant to this Agreement or any other Credit Document, or in
aid of the exercise of any power granted in this Agreement or any other
Credit Document or any such instrument or assignment.

       10.2.2.  Acceleration.  The Required Purchasers may by notice in
writing to the Company declare all or any part of the unpaid balance of the
Credit Obligations then outstanding to be immediately due and payable;
provided, however, that if a Bankruptcy Default shall have occurred, the
unpaid balance of the Credit Obligations shall automatically become
immediately due and payable.

       10.2.3.  Enforcement of Payment; Setoff.  The Required Purchasers may
proceed to enforce payment of the Credit Obligations in such manner as it may
elect.  The Purchasers may offset and apply toward the payment of the Credit
Obligations (and/or toward the curing of any Event of Default) any
Indebtedness from the Purchasers to the respective Obligors, regardless of
the adequacy of any security for the Credit Obligations.  The Purchasers
shall have no duty to determine the adequacy of any such security in
connection with any such offset.

       10.2.4.  Cumulative Remedies.  To the extent not prohibited by
applicable law which cannot be waived, all of the Purchasers' rights
hereunder and under each other Credit Document shall be cumulative.

  10.3.  Annulment of Defaults.  Once an Event of Default has occurred, such
Event of Default shall be deemed to exist and be continuing for all purposes
of the Credit Documents until the Required Purchasers shall have waived such
Event of Default in writing or entered into an amendment to this Agreement
which by its express terms cures such Event of Default, or until such Event
of Default has been cured and the Company has sent to the Holders an
Officer's Certificate describing such Event of Default, specifying the cure
for such Event of Default and certifying that such Event of Default has been
cured, in each case at which time such Event of Default shall no longer be
deemed to exist or to have continued.  No such action by the Purchasers shall
extend to or affect any subsequent Event of Default or impair any rights of
the Purchasers upon the occurrence thereof.  The making of any extension of
credit during the existence of any Default or Event of Default shall not
constitute a waiver thereof.

  10.4.  Waivers.  To the extent that such waiver is not prohibited by the
provisions of applicable law that cannot be waived, each of the Company and
the other Obligors waives:

     (a)  all presentments, demands for performance, notices of
nonperformance (except to the extent required by this Agreement or any other
Credit Document), protests, notices of protest and notices of dishonor;

     (b)  any requirement of diligence or promptness on the part of any
Purchaser in the enforcement of its rights under this Agreement or any other
Credit Document;

     (c)  any right it may have to claim or recover from any Purchaser any
special, exemplary, punitive or consequential damages;

     (d)  any and all notices of every kind and description which may be
required to be given by any statute or rule of law; and

     (e)  any defense (other than indefeasible payment in full) which it may
now or hereafter have with respect to its liability under this Agreement or
any other Credit Document or with respect to the Credit Obligations.

11.  EXPENSES; INDEMNITY.

  11.1.  Expenses.  Whether or not the transactions contemplated hereby shall
be consummated, the Company will pay:

     (a)  all reasonable legal fees and costs of the Investment Bank in
connection with the negotiation, preparation, execution and review of this
Agreement and the other Credit Documents contemplated hereby;

     (b)  all recording and filing fees and transfer and documentary stamp
and similar taxes at any time payable in respect of this Agreement, any other
Credit Document or the incurrence of the Credit Obligations; and

     (c)  all other reasonable expenses incurred by the Investment Bank or
the Holders in connection with the enforcement of any rights hereunder or
under any other Credit Document or any work-out negotiations relating to the
Credit Obligations, including costs of collection and reasonable attorneys'
fees (including a reasonable allowance for the hourly cost of attorneys
employed by the Holders on a salaried basis) and expenses.

  11.2.  General Indemnity.  The Company shall indemnify the Purchasers and
hold them harmless from any liability, loss or damage resulting from the
violation by the Company of Section 2.5.  In addition, the Company shall
indemnify each Purchaser, the Investment Bank, each of the Purchasers' or the
Investment Bank's directors, officers, employees, agents, attorneys,
accountants, consultants and Affiliates (each Purchaser, the Investment Bank
and each of such directors, officers, employees, agents, attorneys,
accountants, consultants and Affiliates is referred to as an "Indemnified
Party") and hold each of them harmless from and against any and all claims,
damages, liabilities and reasonable expenses (including reasonable fees and
disbursements of counsel with whom any Indemnified Party may consult in
connection therewith and all reasonable expenses of litigation or preparation
therefor) which any Indemnified Party may incur or which may be asserted
against any Indemnified Party in connection with (a) the Indemnified Party's
compliance with or contest of any subpoena or other process issued against it
in any proceeding involving the Company or any of its Subsidiaries or their
Affiliates, (b) any litigation or investigation involving the Company, any of
its Subsidiaries or their Affiliates, or any officer, director or employee
thereof, or (c) this Agreement, any other Credit Document or any transaction
contemplated hereby or thereby; provided, however, that the foregoing
indemnity shall not apply to any Indemnified Party to the extent such claims,
damages, liabilities and expenses are determined in a final, nonappealable
judgment by a court of competent jurisdiction to have resulted from such
Indemnified Party's own gross negligence or willful misconduct.  THE BORROWER
EXPRESSLY ACKNOWLEDGES THAT IT MAY BE REQUIRED TO INDEMNIFY PERSONS AGAINST
THEIR OWN NEGLIGENCE.

12.  SUCCESSORS AND ASSIGNS; PURCHASER TRANSFERS.

     Any reference in this Agreement or any other Credit Document to any of
the parties hereto or thereto shall be deemed to include the successors and
assigns of such party, and all covenants and agreements by or on behalf of
the Company, the other Obligors or the Purchasers that are contained in this
Agreement or any other Credit Document shall bind and inure to the benefit of
their respective successors and assigns; provided, however, that (a) the
Company and its Subsidiaries may not assign their rights or obligations under
this Agreement or any other Credit Document, (b) the Purchasers shall be
entitled to transfer, assign or exchange their Note or Notes subject to, and
in accordance with, this Section 12 (including compliance with the
restrictions set forth in the Securities Act and the Exchange Act) and (c)
there shall be no restriction other than pursuant to the Securities Act or
the Exchange Act (or as otherwise set forth in the Warrants) on the transfer
or assignment by the Purchasers of the Warrants or the Warrant Shares.
Subject to the provisions this Section 12, the Company may treat the person
in whose name a Note is registered as the owner and Holder of such Note for
the purpose of receiving payment of principal and interest on such Note and
for all other purposes whatsoever, and the Company shall not be affected by
any notice to the contrary.

  12.1.  Register.  The Company shall maintain a register (the "Register")
for the recordation of (a) the names and addresses of the Purchasers, (b) the
Percentage Interest of each Purchaser, (c) the amount owing to each Purchaser
from time to time and (d) the particulars of all transfers, exchanges or
replacements of the Notes.  No transfer of a Note will be valid unless made
on such Register for the Holder, upon surrender therefor for exchange as
hereinafter provided, accompanied by an instrument in writing, in form and
execution reasonably satisfactory to the Company.  Each Note issued
hereunder, whether originally or upon transfer, exchange or replacement of a
Note or Notes, will be registered on the date of execution thereof by the
Company and will be dated the date to which interest has been paid on such
Notes or Note.  The registered Holder of a Note will be that person in whose
name the Note has been so registered by the Company.  A registered Holder
will be deemed the owner of a Note (and a Purchaser with respect thereto) for
all purposes of this Agreement and, subject to the provisions hereof, will be
entitled to the principal and interest evidenced by such Note free from all
equities or rights of setoff or counterclaim between the Company and the
transferor of such registered Holder or any previous registered Holder of
such Note.  The Register shall be available for inspection by any Purchaser
at any reasonable time and from time to time upon reasonable prior notice.

  12.2.  Transfer and Exchange of Notes.  The registered Holder of any Note
may, prior to maturity or prepayment thereof and in accordance with the terms
hereof and in the Note, surrender such Note or Notes at the principal office
of the Company for transfer or exchange; provided, however, that the
registered Holder of any Note or Notes will not transfer any such Note
without providing notice to the Company; and provided, further, that any such
transfer shall to the reasonable satisfaction of the Company be in compliance
with the restrictions on transfer set forth in the Securities Act and the
Exchange Act.  Subject to compliance with the immediately preceding sentence,
within ten (10) Banking Days after notice to the Company from a registered
Holder of its intention to make such transfer or exchange and without expense
(other than transfer taxes, if any) to such registered Holder, the Company
will issue in exchange therefor another Note or Notes, in such denominations
as requested by the registered Holder, for the same aggregate principal
amount as the unpaid principal amount of the Note or Notes so surrendered and
having the same maturity and rate of interest, containing the same provisions
and subject to the same terms and conditions as the Note or Notes so
surrendered.  Each new Note will be made payable to such person or persons,
or registered assigns, as the registered Holder of such surrendered Note or
Notes may designate, and such transfer or exchange will be made in such a
manner that no gain or loss of principal or interest will result therefrom.
From and after the date of such transfer or exchange, (a) the new registered
Holder of such Note or Notes shall have the rights and obligations of a
Purchaser hereunder to the extent of such transfer or exchange and (b) the
transferring or exchanging Holder shall, to the extent of such transfer or
exchange, be released from its obligations under this Agreement.

  12.3.  Replacement of Note.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
any Note and, if requested in the case of any such loss, theft or
destruction, upon delivery of an indemnity bond or other agreement or
security reasonably satisfactory to the Company, or, in the case of any such
mutilation, upon surrender and cancellation of such Note, the Company will
issue a new Note, of like tenor and amount and dated the date to which
interest has been paid, in lieu of such lost, stolen, destroyed or mutilated
Note; provided, however, if any Note of which a Purchaser whose name is set
forth in Schedule I hereto or Schedule II to the Joinder Agreement is lost,
stolen or destroyed, the affidavit of the President, Treasurer or any
Assistant Treasurer or any other authorized representative of such Purchaser
setting forth the circumstances with respect to such loss, theft or
destruction will be accepted as satisfactory evidence thereof, and no
indemnification bond or other security will be required as a condition to the
execution and delivery by the Company of a new Note in replacement of such
lost, stolen or destroyed Note other than such Purchaser's written agreement
to indemnify the Company.

  12.4.  Further Assurances.  The Company and its Subsidiaries shall sign
such documents and take such other actions from time to time reasonably
requested by a registered Holder receiving a Note under this Section 12 to
enable it to share in the benefits of the rights created by the Credit
Documents.

13.  CONFIDENTIALITY.

     Each Purchaser will maintain the confidential nature of all non-public
information furnished to it by the Company or any of its Subsidiaries in
accordance with such Purchaser's customary procedures for maintaining the
confidential nature of information of this nature and in compliance with
Regulation FD under the Securities Act; provided, however, that such
information may be disclosed (subject to compliance with such Regulation FD):

     (a)  to any other Purchaser and to any parent or corporate Affiliate of
such Purchaser or any other Purchaser;

     (b)  pursuant to any statutory or regulatory requirement or any court
order, subpoena or other legal process and to any regulatory authority,
including state and federal bank and insurance regulators and the National
Association of Insurance Commissioners;

     (c)  to its independent counsel, auditors and other professional
advisors with an instruction to such Persons to keep such information
confidential;

     (d)  in connection with the enforcement of this Agreement or any other
Credit Document or any litigation or other proceeding relating to this
Agreement or any other Credit Document; and

     (e)  with the prior written consent of the Company, to any other Person.

     Notwithstanding the foregoing, except as reasonably necessary to comply
with applicable securities laws, the Purchasers (and each employee,
representative, agent or advisor of the Agent or the Purchasers) may disclose
to any and all persons, without limitation of any kind, the U.S. tax
treatment and U.S. tax structure of this transaction and all materials of any
kind (including opinions or other tax analyses) that are provided to the
Purchasers relating to such tax treatment and tax structure.

14.  NOTICES.

     Except as otherwise specified in this Agreement or any other Credit
Document, any notice required to be given pursuant to this Agreement or any
other Credit Document shall be given in writing.  Any notice, consent,
approval, demand or other communication in connection with this Agreement or
any other Credit Document shall be deemed to be given if given in writing
(including by telecopy) addressed as provided below (or to the addressee at
such other address as the addressee shall have specified by notice actually
received by the addressor), and if either (a) actually delivered in fully
legible form to such address or (b) in the case of a letter, unless actual
receipt of the notice is required by any Credit Document five days shall have
elapsed after the same shall have been deposited in the United States mails,
with first-class postage prepaid and registered or certified.

     If to the Company or any of its Subsidiaries, to it at its address set
forth in the first paragraph hereof, to the attention of the chief financial
officer.

     If to any Purchaser, to it at its address set forth on Schedule I
hereto, Schedule II to the Joinder Agreement, or in the Register, as
applicable.

15.  AMENDMENTS, CONSENTS, WAIVERS, ETC.

  15.1.  Purchaser Consents for Amendments.  Except as otherwise set forth
herein, the Required Purchasers may take or refrain from taking any action
under this Agreement or any other Credit Document, including giving its
written consent to any modification of or amendment to and waiving in writing
compliance with any covenant or condition in this Agreement or any other
Credit Document or any Default or Event of Default; provided, however, that:

     (a)  The Consent of the Purchasers holding Notes issued at the Initial
Closing shall not be required in connection with the execution and delivery
of the Joinder Agreement and the issuance of Notes and Warrants at the Second
Closing in accordance with this Agreement, including the accompanying
amendment of this Agreement to make the Purchasers listed on Schedule II to
the Joinder Agreement parties hereto and the attachment of such Schedule II
as a schedule to this Agreement.

     (b)  Without the written consent of such Purchasers as own 100% of the
Percentage Interests to be acquired at each Closing, none of the conditions
specified in Section 6 shall be amended, waived or modified with respect to
such Closing.

     (c)  Without the written consent of such Purchasers as own 100% of the
Percentage Interests, no amendment to or modification of this Section 15.1 or
the definition of "Required Purchasers" shall be made.

     (d)  Without the written consent of each Purchaser that is directly
affected thereby:

       (i)  No reduction shall be made in (A) the amount of principal owing
to such Purchaser or (B) the interest rate on such amount owing to such
Purchaser.

       (ii)  No change shall be made in the stated, scheduled time of payment
of any portion of the Credit Obligation owing to such Purchaser or interest
thereon or fees relating to any of the foregoing payable to such Purchaser
and no waiver shall be made of any Default under Section 10.1.1 with respect
to such Purchaser.

     (e)  Without the written consent of the Investment Bank, no amendment or
modification of this Agreement shall affect the rights or duties of the
Investment Bank hereunder.

     (f)  Notwithstanding that the consent of all Purchasers may be required
in certain circumstances as set forth above, each Purchaser is entitled to
vote in such Purchaser's sole discretion on any bankruptcy reorganization
plan that affects the Credit Obligations, and each Purchaser acknowledges
that section 1126(c) of the Bankruptcy Code supersedes the unanimous consent
provisions set forth herein.

  15.2.  Course of Dealing; No Implied Waivers.  No course of dealing between
any Purchaser, on one hand, and the Company or any other Obligor, on the
other hand, shall operate as a waiver of any of the Purchasers' rights under
this Agreement or any other Credit Document or with respect to the Credit
Obligations.  In particular, no delay or omission on the part of any
Purchaser in exercising any right under this Agreement or any other Credit
Document or with respect to the Credit Obligations shall operate as a waiver
of such right or any other right hereunder or thereunder.  A waiver on any
one occasion shall not be construed as a bar to or waiver of any right or
remedy on any future occasion.  No waiver, consent or amendment with respect
to this Agreement or any other Credit Document shall be binding unless it is
in writing and signed by the Required Purchasers.

16.  REPRESENTATIVE.

  16.1.  Representative's Authority to Act, etc.  Each of the Purchasers
appoints and authorizes Dialectic Capital Management, LLC to act for the
Purchasers as the Purchasers' representative (the "Representative") in
connection with the transactions contemplated by this Agreement and the other
Credit Documents on the terms set forth herein.  All action in connection
with the enforcement of, or the exercise of any remedies under, the Credit
Obligations and Credit Documents may be taken by the Representative.

  16.2.  Reliance on Representative.  The Borrower and each Guarantor shall
be fully protected in relying upon consents, modifications and amendments
executed by the Representative purportedly on the Purchasers' behalf, and in
dealing with the Representative as herein provided.

  16.3.  Representative's Resignation.  The Representative may resign at any
time by giving at least 60 days' prior written notice of its intention to do
so to each of the Purchasers and the Company and upon the appointment by the
Required Purchasers of a successor Representative.  If no successor
Representative shall have been so appointed and shall have accepted such
appointment within 45 days after the retiring Representative's giving of such
notice of resignation, then the retiring Representative may appoint a
successor Representative which shall be another Purchaser; provided, however,
that any Representative, including a successor Representative appointed under
this sentence, may be removed upon the written request of the Required
Purchasers, which request shall also appoint a successor Representative.
Upon the appointment of a new Representative hereunder, the term
"Representative" shall for all purposes of this Agreement thereafter mean
such successor.  After any retiring Representative's resignation hereunder as
Representative, or the removal hereunder of any successor Representative, the
provisions of this Agreement shall continue to inure to the benefit of such
retiring or removed Representative as to any actions taken or omitted to be
taken by it while it was Representative under this Agreement.

  16.4.  Concerning the Representative.

     16.4.1.  Standard of Conduct, etc.  The Representative and its officers,
directors, employees and agents shall be under no liability to any of the
Purchasers or to any future holder of any interest in the Credit Obligations
for any action or failure to act taken or suffered in the absence of gross
negligence and willful misconduct, and any action or failure to act in
accordance with an opinion of its counsel shall conclusively be deemed to be
in the absence of gross negligence and willful misconduct.  The
Representative shall in all cases be entitled to rely, and shall be fully
protected in relying, on instructions given to the Representative by the
Required Purchasers.

     16.4.2.  No Implied Duties, etc.  The Representative shall have and may
exercise such powers as are specifically delegated to the Representative
under this Agreement or any other Credit Document together with all other
powers incidental thereto.  The Representative shall have no implied duties
to any Person or any obligation to take any action under this Agreement or
any other Credit Document except for action specifically provided for in this
Agreement or any other Credit Document to be taken by the Representative.

     16.4.3.  Validity, etc.  The Representative shall not be responsible to
any Purchaser or any future holder of any interest in the Credit Obligations
(a) for the legality, validity, enforceability or effectiveness of this
Agreement or any other Credit Document or (b) for any recitals, reports,
representations, warranties or statements contained in or made in connection
with this Agreement or any other Credit Document.

     16.4.4. Compliance.  The Representative shall not be obligated to
ascertain or inquire as to the performance or observance of any of the terms
of this Agreement or any other Credit Document.

    16.5. Indemnification.  The Purchasers shall severally indemnify the
Representative and its officers, directors, employees, agents, attorneys,
accountants, consultants and controlling Persons (to the extent not
reimbursed by the Obligors and without limiting the obligation of any of the
Obligors to do so), pro rata in accordance with their respective Percentage
Interests, from and against any and all liabilities, obligations, damages,
penalties, actions, judgments, suits, losses (including accrued and unpaid
Representative's fees), costs, expenses or disbursements of any kind
whatsoever which may at any time be imposed on, incurred by or asserted
against the Representative or such Persons relating to or arising out of this
Agreement, any other Credit Document, the transactions contemplated hereby or
thereby, or any action taken or omitted by the Representative in connection
with any of the foregoing; provided, however, that the foregoing shall not
extend to actions or omissions which are determined in a final, nonappealable
judgment by a court of competent jurisdiction to have been taken by the
Representative with gross negligence or willful misconduct; and provided,
further, that the indemnification provided by any Purchaser shall not exceed
the principal amount of the Note purchased by such Purchaser.

    16.6. Assumption of Representative's Rights.  Notwithstanding anything
herein or in any other Credit Document to the contrary, if at any time no
Person constitutes the Representative hereunder or the Representative fails
to act upon written directions from the Required Purchasers, the Required
Purchasers shall be entitled to exercise any power, right or privilege
granted to the Representative under any Credit Document and in so acting the
Purchasers shall have the same rights, privileges, indemnities and
protections provided to the Representative under the Credit Documents.

    17. GENERAL PROVISIONS.

    17.1. Defeasance.  When all Credit Obligations have been paid, performed
and indefeasibly discharged in full, this Agreement and the other Credit
Documents shall terminate.  Thereupon, on the Obligors' demand and at their
cost and expense, the Purchasers shall execute proper instruments,
acknowledging satisfaction of and discharging this Agreement and the other
Credit Documents; provided, however, that Sections 11, 13, 16 and 17 shall
survive the termination of this Agreement.

    17.2. No Strict Construction.  The parties have participated jointly in
the negotiation and drafting of this Agreement and the other Credit Documents
with counsel sophisticated in financing transactions.  In the event an
ambiguity or question of intent or interpretation arises, this Agreement and
the other Credit Documents shall be construed as if drafted jointly by the
parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provisions of this
Agreement and the other Credit Documents.

    17.3. Certain Obligor Acknowledgments.  Each of the Company and the other
Obligors acknowledges that:

    (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Credit Documents;

    (b) neither the Investment Bank nor any Purchaser has any fiduciary
relationship with or duty to the Obligors arising out of or in connection
with this Agreement or any other Credit Document, and the relationship
between the Purchasers, on one hand, and the Obligors, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and

    (c) no joint venture is created hereby or by the other Credit Documents
or otherwise exists by virtue of the transactions contemplated hereby or
thereby among the Obligors and the Purchasers.

    17.4. USA Patriot Act Notice.  Each Purchaser hereby notifies the Company
that, pursuant to the requirements of the USA Patriot Act, it is required to
obtain, verify and record information that identifies the Company, which
information includes the name and address of the Company and other
information that will allow such Purchaser to identify the Company in
accordance with the USA Patriot Act, and the Company agrees to provide such
information from time to time upon the reasonable request of such Purchaser.

    17.5. Venue; Service of Process; Certain Waivers.  Each of the Company,
the other Obligors and the Purchasers:

    (a) Irrevocably submits to the nonexclusive jurisdiction of the state
courts of the State of California and to the nonexclusive jurisdiction of a
court located in Los Angeles County, California for the purpose of any suit,
action or other proceeding arising out of or based upon this Agreement or any
other Credit Document or the subject matter hereof or thereof;

    (b) Waives to the extent not prohibited by applicable law that cannot be
waived, and agrees not to assert, by way of motion, as a defense or
otherwise, in any such proceeding brought in any of the above-named courts,
any claim that it is not subject personally to the jurisdiction of such
court, that its property is exempt or immune from attachment or execution,
that such proceeding is brought in an inconvenient forum, that the venue of
such proceeding is improper, or that this Agreement or any other Credit
Document, or the subject matter hereof or thereof, may not be enforced in or
by such court;

    (c) Consents to service of process in any such proceeding in any manner
at the time permitted by the laws of the State of California and agrees that
service of process by registered or certified mail, return receipt requested,
at its address specified in or pursuant to Section 14 is reasonably
calculated to give actual notice; and

    (d) Waives to the extent not prohibited by applicable law that cannot be
waived any right it may have to claim or recover in any such proceeding any
special, exemplary, punitive or consequential damages.

    17.6. WAIVER OF JURY TRIAL.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW THAT CANNOT BE WAIVED, EACH OF THE COMPANY, THE OTHER OBLIGORS AND THE
PURCHASERS WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS
PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM
IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE CONDUCT OF THE PARTIES
HERETO OR THERETO, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN
CONTRACT, TORT OR OTHERWISE.  Each of the Company and the other Obligors
acknowledges that it has been informed by the Purchasers that the foregoing
sentence constitutes a material inducement upon which each of the Purchasers
has relied and will rely in entering into this Agreement and any other Credit
Document, and that it has reviewed the provisions of this Section with its
counsel.  Any Purchaser, the Company or any other Obligor may file an
original counterpart or a copy of this Agreement with any court as written
evidence of the consent of the Company, the other Obligors and the Purchasers
to the waiver of their rights to trial by jury.

    17.7. Dispute Resolution.  Any controversy, dispute or claim between the
parties based upon, arising out of, or in any way relating to: (i) this
Agreement, any other Credit Document or any supplement or amendment hereto or
thereto; or (ii) any breach, conduct, acts or omissions of any of the parties
hereto or any of their respective directors, officers, employees, agents,
attorneys or any other person affiliated with or representing any of the
parties hereto; in each of the foregoing cases, whether sounding in contract
or tort or otherwise (a "Dispute") shall be resolved exclusively by judicial
reference in accordance with Sections 638 et seq. of the California Code of
Civil Procedure ("CCP") and Rules 3.900 et seq. of the California Rules of
Court ("CRC"), subject to the following terms and conditions. (All references
in this section to provisions of the CCP and/or CRC shall be deemed to
include any and all successor provisions.)

    (a) The reference shall be a consensual general reference pursuant to CCP
Sections 638 and 644(a). Unless the parties otherwise agree in writing, the
reference shall be to a single referee. The referee shall be a retired Judge
of the Los Angeles County Superior Court  ("Superior Court") or a retired
Justice of the California Court of Appeal or California Supreme Court.
Nothing in this section shall be construed to limit the right of Purchasers,
pending or after the appointment of the referee, to seek and obtain a
temporary restraining order and/or preliminary injunction, or other
"provisional remedy" (as such term is defined in CCP Section 1281.8).

    (b) Within fifteen (15) days after a party gives written notice in
accordance with this Agreement to all other parties to a Dispute that the
Dispute exists, all parties to the Dispute shall attempt to agree on the
individual to be appointed as referee.  If the parties are unable to agree on
the individual to be appointed as referee, the referee shall be appointed,
upon noticed motion or ex parte application by any party, by the Superior
Court in accordance with CCP Section 640, subject to all rights of the
parties to challenge or object to the appointment, including without
limitation the right to peremptory challenge under CCP Section 170.6. If the
referee (or any successor referee) appointed by the Superior Court is unable,
or at any time becomes unable, to serve as referee in the Dispute, the
Superior Court shall appoint a new referee as agreed to by the parties or, if
the parties cannot agree, in accordance with CCP Section 640, which new
referee shall then have the same powers, and be subject to the same terms and
conditions, as the predecessor referee.

    (c) Venue for all proceedings before the referee, and for any Superior
Court proceeding for the appointment of the referee, shall be exclusively
within the County of Los Angeles, State of California.  The referee shall
have the exclusive power to determine whether a Dispute is subject to
judicial reference pursuant to this section. Trial, and all proceedings and
hearings on dispositive motions, conducted before the referee shall be
conducted in the presence of, and shall be transcribed by, a court reporter,
unless otherwise agreed in writing by all parties to the proceeding.  The
referee shall issue a written statement of decision, which shall be subject
to objections of the parties pursuant to CRC Rule 3.1590 as if the statement
of decision were issued by the Superior Court. The referee's powers include,
in addition to those set forth in CCP Sections 638, et seq., and CRC Rules
3.900 et seq., (i) the power to grant provisional relief, including without
limitation, writ of attachment, writ of possession, appointment of a
receiver, temporary restraining order and/or preliminary injunction, or other
"provisional remedy" (as such term is defined in CCP Section 1281.8), and
(ii) the power to hear and resolve all post-trial matters in connection with
the Dispute that would otherwise be determined by the Superior Court,
including without limitation motions for new trial, reconsideration, to
vacate judgment, to stay execution or enforcement, to tax costs, and/or for
attorneys' fees.  The Purchasers and the Obligors shall, subject to the
referee's power to award costs to the prevailing party, bear equally (as
between the Purchasers and the Obligors) the costs of the reference
proceeding, including without limitation the fees and costs of the referee
and the court reporter.

    (d) The parties acknowledge and agree that (i) the referee alone shall
determine all issues of fact and/or law in the Dispute, without a jury
(subject, however, to the right of a party, pending or after the appointment
of the referee, to seek and obtain provisional relief from the Superior Court
or such referee, including without limitation, writ of attachment, writ of
possession, appointment of a receiver, temporary restraining order and/or
preliminary injunction, or other "provisional remedy" (as such term is
defined in CCP Section 1281.8)), (ii) the referee does not have the power to
empanel a jury, (iii) the Superior Court shall enter judgment on the decision
of the referee pursuant to CCP Section 644(a) as if the decision were issued
by the Superior Court, (iv) the decision of the referee shall not be subject
to review by the Superior Court, and (v) the decision of the referee, once
entered as a judgment by the Superior Court, shall be binding, final and
conclusive, shall have the full force and effect of a judgment of the
Superior Court, and shall be subject to appeal to the same extent as a
judgment of the Superior Court.

    17.8. Survival of Agreements.  All covenants, agreements, representations
and warranties made in this Agreement and the other Credit Documents or any
certificate or instrument delivered to the Purchasers pursuant to or in
connection with this Agreement or the other Credit Documents will survive the
execution and delivery of this Agreement, the other Credit Documents, and the
issuance, sale and delivery of the Notes and the Warrants hereunder.

    17.9. Interpretation; Governing Law; etc.  Time is (and shall be) of the
essence in this Agreement and the other Credit Documents.  All covenants,
agreements, representations and warranties made in this Agreement or any
other Credit Document or in certificates delivered pursuant hereto or thereto
shall be deemed to have been relied on by each Purchaser, notwithstanding any
investigation made by any Purchaser on its behalf, and shall survive the
execution and delivery to the Purchasers hereof and thereof.  The invalidity
or unenforceability of any provision hereof shall not affect the validity or
enforceability of any other provision hereof, and any invalid or
unenforceable provision shall be modified so as to be enforced to the maximum
extent of its validity or enforceability.  The headings in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.  This Agreement and the other Credit Documents constitute the
entire understanding of the parties with respect to the subject matter hereof
and thereof and supersede all prior and contemporaneous understandings and
agreements, whether written or oral.  This Agreement may be executed in any
number of counterparts, by original or facsimile signature, each of which
shall be deemed to constitute and original and together shall constitute one
instrument.  This Agreement, and any issue, claim or proceeding arising out
of or relating to this Agreement or any other Credit Document or the conduct
of the parties hereto, whether now existing or hereafter arising and whether
in contract, tort or otherwise, shall be governed by and construed in
accordance with the laws (other than the conflict of laws rules) of the State
of California.

[The remainder of this page has been left intentionally blank.]


     IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the date and year first above written.


COMPANY

CALAMP CORP.

By: /s/ Richard Vitelle
       -------------------
       Richard Vitelle
       VP Finance & CFO



GUARANTORS

CALAMP PRODUCTS, INC.

By: /s/ Richard Vitelle
       -------------------
        Richard Vitelle
        Treasurer



DATARADIO CORPORATION

By: /s/ Richard Vitelle
      -------------------
      Richard Vitelle
        Treasurer




PURCHASER

________________________

By:______________________
Name:____________________
Title:_____________________








                                                                Schedule I

                                INITIAL CLOSING PURCHASERS

Purchaser Name                         Notes            Warrants



Dialectic Capital Partners, LP        $590,000             59,000





Dialectic Offshore, LTD               $410,000             41,000






B. Riley & Co. LLC                    $200,000             20,000





B. Riley & Co. Retirement Trust
 Dtd 1/1/99                           $100,000             10,000






Randell Brown                         $200,000             20,000






Michael McConnell                     $100,000             10,000






Frank & Monika Perna Trust            $200,000             20,000






Richard Vitelle                       $100,000             10,000






Lily Wen                               $25,000              2,500






Totals                              $1,925,000            192,500




                                                                 Schedule
2.3.3

                             WIRE TRANSFER INSTRUCTIONS

Square 1 Bank
406 Blackwell Street, Suite 240
Durham, NC   27701

ABA/Routing #  053112615
Account#  10111550
Attn: Loan Processing
For Credit to: CalAmp Corp.




                                                                  Exhibit 2.1
                                     FORM OF NOTE

                                     CALAMP CORP.
                        SUBORDINATED NOTE DUE DECEMBER 22, 2012

$_______________________                                    December 22, 2009

FOR VALUE RECEIVED, the undersigned CalAmp Corp., a Delaware corporation
whose address is 1401 N. Rice Avenue, Oxnard, CA 93030 (the "Company"),
hereby promises to pay to __________________________________________, a
__________________________ (the "Holder") or its registered assigns the
principal amount of  __________________________ and No/100ths Dollars
($_____________), together with interest, in the manner provided herein.
This Subordinated Note (the "Note") was issued pursuant to the Subordinated
Note and Warrant Purchase Agreement dated as of December 22, 2009 by and
among the Company, the Domestic Subsidiaries of the Company from time to time
party thereto, the Holder and other purchasers of Notes thereunder (as from
time to time in effect, the "Purchase Agreement"), and is subject to the
provisions of, and entitled to the benefits under, such Purchase Agreement.
Except as to those terms otherwise defined in this Note, all capitalized
terms used in this Note shall have the respective meanings ascribed to them
in the Purchase Agreement.

1. INTEREST.

       1.1. Interest.  All amounts outstanding hereunder shall accrue and
bear interest from the date hereof at a rate per annum equal the Applicable
Rate.  The Company shall, on each Payment Date and on any stated or
accelerated maturity of this Note, pay the accrued and unpaid interest
hereunder.

       "Applicable Rate" means, at any date, the sum of:  (a) the rate of
twelve percent (12%) per annum plus (b) upon an Event of Default set forth in
Section 10.1.1 of the Purchase Agreement with respect to the payment of
principal or interest, an additional two percent (2%) per annum until (1)
such Event of Default is no longer continuing or (2) such Event of Default is
deemed no longer to exist, in each case pursuant to Section 10.3 of the
Purchase Agreement.

       "Banking Day" means any day other than Saturday, Sunday or a day on
which banks in Durham, North Carolina are authorized or required by law or
other governmental action to close.

       "Event of Default" is defined in the Purchase Agreement.

       "Final Maturity Date" means December 22, 2012.

       "Payment Date" means (a) the last Banking Day of each June and
December, beginning on the first such date after the date hereof and (b) the
Final Maturity Date.

       1.2. Computations of Interest.  For purposes of this Note, interest
shall be computed on the basis of a 365-day year for actual days elapsed.  If
any payment required by this Note becomes due on any day that is not a
Banking Day, such payment shall be made on the next succeeding Banking Day.
If the due date for any payment of principal is extended as a result of the
immediately preceding sentence, interest shall be payable for the time during
which payment is extended at the Applicable Rate.

       1.3. Maximum Lawful Interest Rate.  This Note is expressly limited so
that in no event, including the acceleration of the maturity of the principal
amount hereunder, shall the amount paid or agreed to be paid in respect of
interest on such principal amount exceed the maximum permissible amount under
applicable law.  If for any reason the amount in respect of interest required
hereunder exceeds such maximum permissible amount, the obligation to pay
interest hereunder shall be automatically reduced to such maximum permissible
amount.

2. PAYMENT.

       2.1. Payment at Maturity.  On the Final Maturity Date or any
accelerated maturity of the amounts outstanding under this Note pursuant to
the Purchase Agreement, the Company will pay to the Holder an amount equal to
the then outstanding principal balance of this Note, together with all
accrued and unpaid interest and fees with respect thereto and all other
Credit Obligations then outstanding.

       2.2. Mandatory Prepayments.  Upon the occurrence of a Change of
Control, the Company shall offer to the Holder the right to require the
Company to repurchase all or any part of this Note by paying, if the Holder
so elects, 102% of the outstanding principal amount thereof along with any
and all accrued and unpaid interest with respect thereto and all other Credit
Obligations then outstanding due to such Holder in accordance with the terms
of the Purchase Agreement.

       2.3. Voluntary Prepayments.  From and after December 22, 2010, the
Company may prepay all or any portion of the amount outstanding under this
Note (in an integral multiple of $1,000, or such lesser amount as is then
outstanding), without premium or penalty of any type.  The Company shall give
the Holder at least five (5) days prior notice of its intention to make a
prepayment under this Section 2.3, specifying the date of payment and the
total amount to be paid on such date.  In connection with any prepayments
under this Section 2.3, the Company shall pay to the Holder, together with
the principal amount to be prepaid, all accrued and unpaid interest with
respect thereto.  Notice of prepayment having been given in accordance with
this Section 2.3, the amount specified to be prepaid shall become due and
payable on the date specified for prepayment.

       2.4. Payments for Purchasers.  All payments of principal hereunder
shall be made to all Purchasers holding Notes issued under the Purchase
Agreement on a pari passu basis in accordance with the Purchasers' respective
Percentage Interests in the Credit Obligations so repaid.  In the event the
Holder of this Note receives payments in excess of the amount required based
on its Percentage Interest, then the Holder shall hold in trust all such
excess payments for the benefit of the other Purchasers holding Notes and
shall pay such amounts held in trust to such other Purchasers upon demand by
such other Purchasers.

       2.5. Place of Payment; No Set-off.  All payments of the Credit
Obligations, including principal and interest under this Note, shall be made
directly (a) by check duly mailed or delivered to the Holder (a) at the
Holder's address indicated in the Purchase Agreement or to such other address
as the Holder may request by written notice to the Company or (b) by wire
transfer to an account as the Holder may request by written notice to the
Company.  All payments of the Credit Obligations, including principal and
interest under this Note, shall be made in United States funds without set-
off or counterclaim and free and clear of any deductions.

3. SUBORDINATION.

       3.1. Subordination.  Notwithstanding any other provisions of this Note
or the Purchase Agreement to the contrary, this Note is subject to the
following terms and conditions, and by its acceptance of this Note, the
Holder of this Note agrees as follows:

              (a). Subject to Section 3.1(b) below, the principal of, and
interest on, this Note (and all extensions and renewals thereof and
replacements therefor), and all premiums, fees, costs, expenses and all other
sums now or hereafter due in connection with the foregoing (including without
limitation (i) any obligation of the Company to purchase any of the foregoing
and (ii) any present or future indebtedness or obligations of the Subsidiary
Guarantors under any present or future guarantee of any of the foregoing in
favor of the Holder, whether pursuant to the Guarantee Agreement or
otherwise) (collectively, the "Subordinated Debt") is subordinate in right of
payment to the payment to SQUARE 1 BANK ("Senior Lender"), in full in
immediately available funds, of all present and future indebtedness,
liabilities and obligations of Company and the Subsidiary Guarantors to the
Senior Lender under, or in connection with, that certain Loan and Security
Agreement of substantially even date herewith (as the same may be modified,
amended, extended, or restated from time to time, the "Senior Loan
Agreement"), and all interest thereon, and all present and future
liabilities, guarantees and other obligations of the Company or the
Subsidiary Guarantors to Senior Lender in connection therewith, now existing
or hereafter arising, including without limitation all liabilities and
obligations of Company or any Subsidiary Guarantor relating to letters of
credit issued by or at the request of Senior Lender, and any interest
accruing after the commencement of any Insolvency Proceeding with respect to
Company or any Subsidiary Guarantor (whether or not such interest is
recoverable from the Company or such Subsidiary Guarantor or allowable or
provable in any such proceeding), costs, expenses, penalties, indemnities,
and reimbursement obligations (collectively, the "Senior Debt").  Unless and
until all of the Senior Debt has been indefeasibly paid in full, in
immediately available funds (after the passage of any relevant preference
period) and all obligations of the Senior Lender to make loans or extend
other financial accommodations to the Company and the Subsidiary Guarantors
under the Senior Loan Agreement have terminated, Holder agrees not to do any
of the following, directly or indirectly:  ask for, or accept, payment of all
or any part of the Subordinated Debt, in immediately available funds or other
property or by set-off or in any other manner, or demand, sue for, accelerate
the maturity of, or otherwise enforce any of the Subordinated Debt, enforce
any guaranty of any of the Subordinated Debt, take, hold or claim any
collateral or security for any of the Subordinated Debt, exercise any rights
or remedies with respect to the Subordinated Debt, judicially or non-
judicially (including without limitation the commencement of any Insolvency
Proceeding against the Company or any Subsidiary Guarantor), or attempt to do
any of the foregoing; provided that, so long as no "Blockage Period" (as
defined below) is in effect, Holder may accept payment of the following
amounts on the Subordinated Debt (the "Permitted Payments") and may take
action to enforce payment of the same:

                      (i). current monthly payments of accrued interest on
the Subordinated Debt; and

                      (ii). [intentionally omitted]

                      (iii). payment of the outstanding principal amount of
the Subordinated Debt on or after the Final Maturity Date of December 22,
2012; and

                      (iv). payment with respect to the Company's purchase of
this Note following a Change of Control in accordance with the Purchase
Agreement.

              (b). The subordination of the Subordinated Debt provided for
herein shall only be effective as to Senior Debt in an amount not to exceed
the following (the "Maximum Senior Debt Amount"): $16,000,000 in the
aggregate.  Nothing herein prohibits Senior Lender from permitting the
Company and the Subsidiary Guarantors' indebtedness to Senior Lender to
exceed the Maximum Senior Debt Amount, but the subordination of the
Subordinated Debt provided for herein shall not be effective as to any
indebtedness of the Company or any Subsidiary Guarantor to Senior Lender in
excess of the Maximum Senior Debt Amount, and any such indebtedness in excess
of the Maximum Senior Debt Amount shall not be deemed to be "Senior Debt" for
purposes of the provisions of this Section 3.

              (c). As used herein, the following terms have the following
meanings:

                      (i). "Blockage Notice" means a written notice from
Senior Lender to Dialectic Capital Management LLC, as representative for the
Holders (the "Representative"), as provided herein (or to such replacement
Representative as shall have been appointed in accordance with the Purchase
Agreement and identified in a written notice to Senior Lender), stating that
a default or event of default, or an event which, with notice or passage of
time or both, would constitute a default or event of default, has occurred
under any documents or instruments evidencing or relating to the Senior Debt
or would occur as a result of a Permitted Payment proposed to be made by
Company or any Subsidiary Guarantor.

                      (ii).  "Blockage Period" means a period of time
commencing on the date a Blockage Notice is given, and ending on the earlier
of:

                             (A). the date the default or event of default
identified in the Blockage Notice has been cured by the Company or any
Subsidiary Guarantor or waived in writing by Senior Lender; or

                             (B). 180 days following the date the Blockage
Notice is given; provided that if the default or event of default identified
in the Blockage Notice is a failure to make a payment of any Senior Debt to
Senior Lender when due, or if, prior to the expiration of such 180-day
period, Senior Lender has accelerated the Senior Debt, in whole or in part,
or commenced a judicial proceeding or non-judicial action to collect or
enforce the Senior Debt or foreclose on any collateral for the Senior Debt,
or an Insolvency Proceeding is commenced and is continuing, then the Blockage
Period shall be extended until the payment in full in immediately available
funds of the Senior Debt.

       Notwithstanding the foregoing, the total of all Blockage Periods may
not exceed 180 days in any period of 270 consecutive days, provided that if
the default or event of default identified in the Blockage Notice is a
failure to make a payment of any Senior Debt to Senior Lender when due, or
if, prior to the expiration of such 180-day period, Senior Lender has
accelerated the Senior Debt, in whole or in part, or commenced a judicial
proceeding or non-judicial action to collect or enforce the Senior Debt or
foreclose on any collateral for the Senior Debt, or an Insolvency Proceeding
is commenced and is continuing, then the Blockage Period shall be extended
until the payment in full in immediately available funds of the Senior Debt.

                      (iii). "Insolvency Proceeding" means any proceeding
commenced by or against the Company or any Subsidiary Guarantor under any
provision of the United States Bankruptcy Code, as amended, or under any
other state, federal or other bankruptcy or insolvency law, now or hereafter
in effect,  including assignments for the benefit of creditors, formal or
informal moratoria, compositions, extension generally with its creditors, or
proceedings seeking reorganization, arrangement, readjustment of debt,
dissolution or liquidation, or other relief.

                      (iv). With reference to the phrase "immediately
available funds", if Senior Lender, in its sole and absolute discretion,
accepts notes, securities, or other property or assets in satisfaction of all
or part of the Senior Debt (other than notes or other obligations
representing extensions or renewals of, or replacements for, the Senior
Debt), then the same will be deemed to be a payment in "immediately available
funds" in the amount of the Senior Debt so satisfied, for purposes of this
Section 3.  Nothing herein, however, shall affect the last sentence of
Section 3.1(d).

                      (v). The term "Senior Lender", as used herein, shall
include any other institutional lender which hereafter replaces Square 1 Bank
as a lender to the Company and the Subsidiary Guarantors under the Senior
Loan Agreement.

                      (vi). "Subsidiary Guarantors" means subsidiaries of the
Company who have presently guaranteed, or in the future guarantee, any of the
Subordinated Debt, and who are, now or in the future, borrowers under the
Senior Loan Agreement or guarantors of the Senior Debt.

              (d). Holder agrees that upon any distribution of the assets or
readjustment of the indebtedness of the Company or any Subsidiary Guarantor,
whether by reason of any Insolvency Proceeding, or any application of the
assets of the Company or any Subsidiary Guarantor to the payment or
liquidation thereof, Senior Lender shall be entitled to receive payment in
full in immediately available funds of all of the Senior Debt prior to the
payment of all or any part of the Subordinated Debt, and in order to enable
Senior Lender to enforce its rights hereunder in any such action or
proceeding, Senior Lender is hereby irrevocably authorized and empowered in
its sole discretion (but without any obligation on its part) to make and
present for and on behalf of Holder such proofs of claim against the Company
or any Subsidiary Guarantor on account of the Subordinated Debt as Senior
Lender may deem expedient or proper, if Holder has not filed such proofs of
claim at least 10 days before any deadline for filing such proofs of claim,
and to vote such proofs of claim in any such proceeding if Holder has not
voted such proofs of claim (or provided written notice to the Senior Lender
that it intends to do so) at least 5 days before any deadline for such vote,
and to receive and collect any and all dividends or other payments or
disbursements made thereon in whatever form the same may be paid or issued
and to apply same on account of the Senior Debt, and Holder hereby appoints
Senior Lender as the attorney in fact of Holder, with full power of
substitution, in the name of Holder, for the use and benefit of Senior
Lender, to execute, deliver and file all appropriate claims and proofs of
claim in any such proceeding (but without liability for any failure to do so)
if Holder has not filed such proofs of claim at least 10 days before any
deadline for filing such proofs of claim, and to vote Holder's claims in
respect of the Subordinated Debt in any such proceeding if Holder has not
voted such proofs of claim (or provided written notice to the Senior Lender
that it intends to do so) at least 5 days before any deadline for such vote.
Holder further agrees to execute and deliver to Senior Lender such
assignments or other instruments as may be required by Senior Lender in order
to enable Senior Lender to enforce any and all such claims and to collect any
and all dividends or other payments or disbursements which may be made at any
time on account of all and any of the Subordinated Debt.  Any amounts
received by Holder contrary to the provisions of this Section 3 shall be held
in trust by Holder for the benefit of Senior Lender and shall forthwith be
paid over to Senior Lender to be applied to the Senior Debt in such order as
Senior Lender in its sole discretion shall determine, without limiting any
other right of Senior Lender hereunder or otherwise and without otherwise
affecting the liability of Holder. Nothing contained in this Section 3 shall,
however, prohibit the Holder from receiving equity or debt securities in an
Insolvency Proceeding that are subordinated to the Senior Debt on terms at
least as favorable to the Senior Lender as the terms provided herein.

              (e). Holder agrees that, in addition to any other rights that
Senior Lender may have at law or in equity, Senior Lender may at any time,
and from time to time, without the Holder's consent and without notice to the
Holder, renew, extend or increase (subject to the Maximum Senior Debt Amount)
any of the Senior Debt or that of any other person at any time directly or
indirectly liable for the payment of any Senior Debt, accept partial payments
of the Senior Debt, settle, release (by operation of law or otherwise),
compound, compromise, collect or liquidate any of the Senior Debt, make loans
or advances to the Company or any Subsidiary Guarantor secured in whole or in
part by collateral or unsecured or refrain from making any loans or advances
to the Company or any Subsidiary Guarantor, change, waive, alter or vary the
interest charge on, or any other terms or provisions of the Senior Debt or
any present or future instrument, document or agreement between Senior Lender
and the Company or any Subsidiary Guarantor, release, exchange, fail to
perfect, delay the perfection of, fail to resort to, or realize upon any
collateral, and take any other action or omit to take any other action with
respect to the Senior Debt or any collateral as Senior Lender deems necessary
or advisable in Senior Lender's sole discretion. Holder waives: (i) any right
to require Senior Lender to marshal any assets in favor of the Holder or
against or in payment of any or all of the Senior Debt; (ii) any defense
arising by reason of any claim or defense based upon an election of remedies
by Senior Lender which in any manner impairs, affects, reduces, releases,
destroys and/or extinguishes any of the following: (X) the Holder's
subrogation rights, (Y) the Holder's rights to proceed against the Company or
any Subsidiary Guarantor for reimbursement, and/or (Z) any other rights of
the Holder; (iii) notice of acceptance hereof, notice of the creation of any
Senior Debt, the giving or extension of any credit by Senior Lender to the
Company or any Subsidiary Guarantor, or the taking, waiving or releasing of
any security therefor, or the making of any modifications relating to the
Senior Debt (subject to the Maximum Senior Debt Amount); and (iv)
presentment, demand, protest, notice of protest, notice of default, and all
other notices to which the Holder might otherwise be entitled.

              (f). If Holder shall give written notice to the Company of any
default or event of default under any document, instrument or agreement
evidencing, or relating to any of the Subordinated Debt, Holder shall give
Senior Lender a copy of such written notice at the same time Holder gives
such notice to the Company.

              (g). In the event of any financing of the Company or any
Subsidiary Guarantor by Senior Lender during any Insolvency Proceeding, the
Holder agrees that the term "Senior Debt" shall include without limitation
all indebtedness, liabilities and obligations incurred in any such
proceeding.  Holder agrees to take all such actions (at Senior Lender's
expense) and execute all such documents in such proceeding as may be
reasonably necessary in Senior Lender's good faith business judgment to
effectuate the provisions of this Section 3.  Without limiting the foregoing,
to the extent permitted by law, Holder shall not file any claim, motion or
objection in any such proceeding opposing or objecting to any financing of
Company or any Subsidiary Guarantor by Senior Lender in such proceeding, if
such financing is at a market rate for such financing in an Insolvency
Proceeding, or opposing adequate protection for Senior Lender, or relief from
the automatic stay for Senior Lender in respect of the collateral of Senior
Lender.

              (h). Holder agrees not to contest the validity, perfection,
priority or enforceability of the Senior Debt or Senior Lender's security
interest in any collateral.

              (i). If Company or any Subsidiary Guarantor wishes to refinance
any of the Senior Debt with a new lender, upon Senior Lender's request of
Holder, Holder will execute and deliver a subordination agreement with such
new lender, on substantially the terms of this Section 3.

              (j). The Holder is presently informed of the financial
condition of the Company and the Subsidiary Guarantors and of all other
circumstances which a diligent inquiry would reveal and which bear upon the
risk of non-payment of the Senior Debt and the Subordinated Debt.  The Holder
covenants that it will continue to keep itself informed as to the Company and
the Subsidiary Guarantors' financial condition and all other circumstances
which bear upon the risk of non-payment of the Senior Debt and the
Subordinated Debt.  The Holder waives any right to require Senior Lender to
disclose to it any information which Senior Lender may now or hereafter
acquire concerning the Company or any Subsidiary Guarantor.

              (k). If, after payment of the Senior Debt, the Company or any
Subsidiary Guarantor thereafter becomes liable to Senior Lender on account of
the Senior Debt, or any payment made on the Senior Debt shall for any reason
be returned by Senior Lender, by reason of any judgment or order of any
court, or any order of any administrative authority, having competent
jurisdiction, or any good faith settlement by Senior Lender of any claim, the
provisions of this Section 3 shall thereupon in all respects become effective
with respect to such subsequent or reinstated Senior Debt, without the
necessity of any further act or agreement between Senior Lender and the
Holder.

              (l). In the event of any litigation between the Senior Lender
and the Holder based upon or arising out of the provisions of this Section 3,
the prevailing party shall be entitled to recover all of its reasonable costs
and expenses (including without limitation reasonable attorneys fees) from
the non-prevailing party.

              (m). [intentionally omitted].

              (n). The Senior Lender is a third-party beneficiary of the
provisions of this Section 3, and none of the provisions of this Section, nor
any other provisions of this Note or the Purchase Agreement, may be changed
without the prior written consent of the Senior Lender.

              (o). The provisions of this Section 3 are solely for the
purpose of defining the relative rights of the Senior Lender on the one hand
and the Holder on the other hand, and such provisions shall not impair, as
between the Company, the Guarantors and the Holder, the obligation of the
Company or the Guarantors, which is unconditional and absolute, to pay to the
Holder the Subordinated Debt and all other amounts in respect thereof, nor
shall any such provisions prevent the Holder from exercising all remedies
otherwise permitted by applicable law or under the terms of such Subordinated
Debt upon and during the continuance of a default thereunder, except to the
extent prohibited by this Section 3.

              (p). Any notice or other communication required or permitted to
be given to Senior Lender or Representative under this Section 3 hereunder
shall be in writing and shall be given by personal delivery, or by certified
mail, return receipt requested, or by reputable private delivery service to
the parties at the following addresses, or to such address as may be provided
by any party to the other parties at the following addresses:


       If to Representative:              Dialectic Capital Management LLC
                                          875 Third Avenue, 15th Floor
                                          New York, NY  10022
                                          Attn:  John Barton

with a copy to the Company:               CalAmp Corp.
                                          1401 N. Rice Avenue
                                          Oxnard, CA 93030
                                          Attn:  Richard Vitelle

       If to Senior Lender:               Square 1 Bank
                                          406 Blackwell Street, Suite 240
                                          Durham, North Carolina  27701
                                          Attn: Mr. Richard Suhl

with a copy to:                           Steven G. Small, Esq.
                                          Levy, Small & Lallas
                                          815 Moraga Drive
                                          Los Angeles, California  90049

Notices shall be deemed given on the date of personal delivery, on the next
business day after delivery to the private delivery service, and three
business days after the date of mailing, as the case may be.

4. GUARANTEE.

       4.1. Guarantee Agreement.  This Note and the Credit Obligations
outstanding hereunder and under the other Credit Documents are guaranteed by
the Domestic Subsidiaries of the Company as set forth in the Guarantee
Agreement dated as of December 22, 2009 (the "Guarantee Agreement").

5. AMENDMENTS, CONSENTS, ETC.

       5.1. Holder Consents for Amendments.  This Note, the Purchase
Agreement, any other Credit Document and the covenants and conditions thereof
may be modified, amended and waived by the Holders in accordance with the
procedures set forth in the Purchase Agreement.

6. SUCCESSORS AND ASSIGNS; HOLDER TRANSFERS.

       6.1. Successors and Assigns; Holder Transfers.  Any reference in this
Note or any other Credit Document to any of the parties hereto or thereto
shall be deemed to include the successors and assigns of such party, and all
covenants and agreements by or on behalf of the Company, the other Obligors
or the Purchasers that are contained in this Note or any other Credit
Document shall bind and inure to the benefit of their respective successors
and assigns; provided, however, that (a) the Company and its Subsidiaries may
not assign their rights or obligations under this Note or any other Credit
Document and (b) the Holder shall be entitled to transfer, assign or exchange
this Note subject to, and in accordance with, the provisions of the Purchase
Agreement.  Subject to the provisions of Section 12 of the Purchase
Agreement, the Company may treat the person in whose name this Note is
registered as the owner and holder of this Note for the purpose of receiving
payment of principal and interest on this Note and for all other purposes
whatsoever, and the Company shall not be affected by any notice to the
contrary.

7. MISCELLANEOUS.

       7.1. References to Purchase Agreement.  No reference herein to the
Purchase Agreement, and no provision hereof or thereof, shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay
the principal hereof and interest hereon at the respective times and places
set forth herein and in the Purchase Agreement.

       7.2. Governing Law.  This Note, and any issue, claim or proceeding
arising out of or relating to this Note or the conduct of the parties hereto,
whether now existing or hereafter arising and whether in contract, tort or
otherwise, shall be governed by and construed in accordance with the laws
(other than the conflict of laws rules) of the State of California.  The
invalidity or unenforceability of any provision hereof shall not affect the
validity or enforceability of any other provision hereof, and any invalid or
unenforceable provision shall be modified so as to be enforced to the maximum
extent of its validity or enforceability.

       7.3. Waiver.  The parties hereto, including the Company and all
guarantors and endorsers, hereby waive presentment, demand, notice, protest
and all other demands and notices in connection with the delivery,
acceptance, performance and enforcement of this Note, except as specifically
otherwise provided in the Purchase Agreement, and assent to extensions of
time of payment, forbearance or other indulgence without notice.

[The remainder of this page has been left intentionally blank.]



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



CALAMP CORP.

By:______________________
        Richard Vitelle
        VP Finance & CFO




                                                                 Exhibit 2.2
                               FORM OF WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS
OF ANY STATE, AND THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED,
ASSIGNED OR TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT UNDER
THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO
THESE SECURITIES, OR (B) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT.


                              WARRANT TO PURCHASE
                          COMMON STOCK OF CALAMP CORP.


Warrant No. C-__                                      Dated: December 22,
2009

       FOR VALUE RECEIVED, subject to the terms and conditions herein set
forth, _________________________________, or its permitted successors and
assigns (collectively, "Warrant Holder") is entitled to purchase from CalAmp
Corp., a Delaware corporation (the "Company"), at any time prior to the
Expiration Date (as defined below), at a price per share as set forth in
Section 1 hereof (the "Warrant Price"), ______________________________
(____________) fully paid and non-assessable shares of the common stock (the
"Common Stock") of the Company, par value $0.01 per share (the "Shares").
This Warrant (this "Warrant") is one of a series of similar warrants issued
or to be issued pursuant to that certain Subordinated Note and Warrant
Purchase Agreement dated as of December 22, 2009 (the "Purchase Agreement")
by and among the Company, subsidiaries of the Company from time to time party
thereto, the lenders listed on Schedule I thereto and any lenders listed on
Schedule II hereto (as the same may be adopted and incorporated therein
pursuant to the Purchase Agreement).  All such warrants are referred to
herein, collectively, as the "Warrants."

1. Warrant Price.  The Warrant Price for each of the Shares purchasable
hereunder shall be equal to $4.02, subject to adjustment as provided in
Section 7.

2. Expiration of Warrant.  This Warrant shall expire and shall no longer be
exercisable on December 22, 2012 (the "Expiration Date").

3. No Stockholder Rights.  This Warrant shall not entitle Warrant Holder to
any of the rights of a stockholder of the Company until such time as Warrant
Holder exercises this Warrant.

4. Reservation of Shares.  The Company covenants that during the period this
Warrant is exercisable it will reserve from its authorized and unissued
shares of Common Stock a sufficient number of shares to provide for the
issuance of the maximum number of shares of Common Stock issuable upon the
exercise of this Warrant.  The Company agrees that its issuance of this
Warrant shall constitute full authority to its officers to instruct the
Company's transfer agent to issue the necessary certificates for shares of
Common Stock upon the exercise of this Warrant.

5. Exercise of Warrant.

       (a). This Warrant may be exercised by Warrant Holder, in whole or in
part, by the surrender of this Warrant at the principal office of the
Company, accompanied by an executed copy of the Exercise Form attached hereto
as Exhibit B and payment in full of the aggregate Warrant Price for the
Shares being purchased upon such exercise.  In the event of exercise of this
Warrant in compliance with the provisions hereof, certificates for the Shares
so purchased shall be delivered to Warrant Holder promptly and, unless this
Warrant has been fully exercised or expired, a new Warrant representing that
portion of the Shares, if any, with respect to which this Warrant will not
then have been exercised, shall be issued to Warrant Holder.  The Warrant
shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above, and
Warrant Holder shall be treated for all purposes as the holder of record of
such shares as of the close of business on such date.

       (b). Issuance of certificates for the Shares upon the exercise of this
Warrant shall be made without charge to the registered Warrant Holder hereof
for any issue or transfer tax or other incidental expense with respect to the
issuance of such certificates, all of which taxes and expenses shall be paid
by the Company, and such certificates shall be issued in the name of the
registered holder of this Warrant or in such name or names as may be directed
by the registered holder of this Warrant; provided, however, that in the
event certificates for the Shares are to be issued in a name other than the
name of the registered Warrant Holder of this Warrant, this Warrant, when
surrendered for exercise, shall be accompanied by the Assignment Form
attached hereto as Exhibit A duly executed by Warrant Holder hereof, and
provided further, that any such transfer shall comply with Section 6 hereof.

6. Transfer or Assignment of Warrant.

       (a). This Warrant, and any rights hereunder, may not be assigned or
transferred, except as provided herein and in accordance with and subject to
the provisions of (i) applicable state securities laws, and (ii) the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (such Act and such rules and regulations being hereinafter
collectively referred to as the "Act").  Any purported transfer or assignment
made other than in accordance with this Section 7 shall be null and void and
of no force and effect.

       (b). This Warrant, and any rights hereunder, may be transferred or
assigned only upon receipt by the Company of (i) notice of the proposed
transfer or assignment and a detailed statement of the circumstances
surrounding the proposed transfer or assignment, and (ii) if reasonably
requested by the Company, an opinion of counsel reasonably satisfactory to
the Company that (A) the transferee is a person to whom this Warrant may be
legally transferred without registration under the Act, and (B) such transfer
will not violate any applicable federal or state securities law.

       (c). Any assignment permitted hereunder shall be made by surrender of
this Warrant to the Company at its principal office with the Assignment Form
annexed hereto duly executed and funds sufficient to pay any transfer tax, if
any.  In such event, the Company shall, without charge, execute and deliver a
new warrant in the name of the assignee named in such instrument of
assignment in the amount so assigned and this Warrant shall be promptly
canceled; provided, however, that in the event that Warrant Holder hereof
shall assign or transfer less than the full amount of this Warrant, a new
warrant evidencing the remaining portion of this Warrant not so assigned or
transferred shall be issued in the name of Warrant Holder.

7. Adjustments to Shares.

       (a). If outstanding shares of the Company's Common Stock shall be
subdivided into a greater number of shares or a dividend or other
distribution in Common Stock shall be paid in respect of Common Stock, the
Warrant Price in effect immediately prior to such subdivision or at the
record date of such dividend shall simultaneously with the effectiveness of
such subdivision or immediately after the record date of such dividend be
proportionately reduced.  If outstanding shares of Common Stock shall be
combined into a smaller number of shares, the Warrant Price in effect
immediately prior to such combination shall, simultaneously with the
effectiveness of such combination, be proportionately increased.  When any
adjustment is required to be made in the Warrant Price, the number of shares
of Common Stock purchasable upon the exercise of this Warrant shall be
changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of this Warrant immediately prior
to such adjustment, multiplied by the Warrant Price in effect immediately
prior to such adjustment, by (ii) the Warrant Price in effect immediately
after such adjustment.

       (b). If any capital reorganization or reclassification of the capital
stock of Company, any consolidation or merger of the Company with another
entity, or the sale, lease or exchange of all or substantially all of the
Company's assets to another entity shall be effected in such a way that
holders of shares of Common Stock of the Company shall be entitled to receive
stock, securities or assets with respect to or in exchange for such shares,
then, as a condition precedent to such reorganization, reclassification,
consolidation, merger, sale, lease or exchange, lawful and adequate
provisions shall be made whereby the holder shall thereafter have the right
to purchase and receive upon the basis and the terms and conditions specified
in this Agreement and in lieu of the shares of Common Stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby, such shares of stock, securities or assets as may be
issued or payable in such reorganization, reclassification, consolidation,
merger, sale, lease or exchange with respect to or in exchange for the number
of shares of Common Stock purchasable and receivable upon the exercise of the
rights represented hereby had such rights been exercised immediately prior
thereto, and in any such case appropriate provision shall be made with
respect to the rights and interests of Warrant Holder to the end that the
provisions hereof shall thereafter be applicable, as nearly as may be
possible, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise hereof.  The Company will not effect any such
reorganization, recapitalization, consolidation, merger, sale, lease or
exchange, unless prior to the consummation thereof the successor entity (if
other than Company) resulting from such consolidation or merger or the entity
purchasing or leasing such assets or acquiring such surviving or resulting
entity shall assume by written instrument, executed and mailed or delivered
to Warrant Holder at the last address thereof appearing on the books of the
Company, the obligation to deliver to such Warrant Holder such shares of
stock, securities or assets as, in accordance with the foregoing provisions,
such Warrant Holder may be entitled to purchase.

       (c). When any adjustment is required to be made in the number of
shares of Common Stock purchasable hereunder or the Warrant Price pursuant to
this Section 7, the Company shall promptly mail to Warrant Holder a
certificate setting forth (i) a brief statement of the facts requiring such
adjustment, (ii) the Warrant Price after such adjustment and (iii) the kind
and amount of stock or other securities or property into which this Warrant
shall be exercisable after such adjustment.

8. Loss, Theft, Destruction or Mutilation of Warrant.  Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto,
and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new warrant identical in tenor and date in
lieu of this Warrant.

9. General.  This Warrant shall be governed by and interpreted in accordance
with the laws of the State of Delaware, except for its principles of
conflicts of laws.  The headings in this Warrant are for purposes of
convenience and reference only and shall not be deemed to constitute a part
hereof.  Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally, but rather only by an instrument in writing
signed by the Company and Warrant Holder.  This Warrant shall be binding on
and inure to the benefit of the parties hereto and their respective
successors and assigns.  In case any one or more of the provisions of this
Warrant shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall
not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be
a commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute in this Warrant.  All notices and other
communications from the Company to Warrant Holder shall be mailed by prepaid
courier or first-class registered or certified mail, postage pre-paid, to the
address furnished to the Company in writing by the last holder who shall have
furnished an address to the Company in writing.

[The remainder of this page has been left intentionally blank.]



       The Company has caused this Warrant to be executed and delivered by
its duly authorized officer as of the date first above written.

COMPANY

CALAMP CORP.
1401 N. Rice Avenue
Oxnard, CA 93030
Attention:  CFO


By:______________________
         Richard Vitelle
         VP Finance & CFO






                                                                 Exhibit A

                                 FORM OF ASSIGNMENT

                  (To be signed only upon assignment of Warrant)


       FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:
_____________________________________________________________________________
_
_____________________________________________________________________________
_
_____________________________________________________________________________
_

 (Name and address of assignee must be printed or typewritten)

_____________ shares of CalAmp Corp. Common Stock purchasable under the
within Warrant, hereby irrevocably constituting and appointing
____________________ as Attorney to transfer said Warrant on the books of the
Company, with full power of substitution in the premises.


       Dated: _____________



_______________________________
                                                (Signature of Registered
Owner)




                                                                Exhibit B

                                EXERCISE FORM

                      (to be executed only upon exercise of Warrant)


To:   CalAmp Corp.
      1401 N. Rice Avenue
      Oxnard, CA 93030

       The undersigned, pursuant to the provisions set forth in the attached
Warrant, hereby irrevocably elects to purchase _____________ shares of the
Common Stock, par value $0.01, covered by such Warrant and herewith makes
payment of $_____________, representing the full purchase price for such
shares at the price per share provided for in such Warrant.  The undersigned
requests that (1) a certificate for such shares be registered in the name of
the undersigned hereinafter set forth and that such certificate be delivered
to the undersigned at the address hereinafter set forth, and (2) unless the
attached Warrant has been fully exercised or expired, a new Warrant
representing that portion of the shares of Common Stock, if any, with respect
to which the attached Warrant will not then have been exercised, be issued to
the undersigned.


Dated: ____________


Name:     _______________________
Signature _______________________
Address:  _______________________
          _______________________



                                                               Exhibit 2.4.1
                        FORM OF JOINDER AGREEMENT

                            JOINDER AGREEMENT

       This JOINDER AGREEMENT (the "Agreement") is dated as of January ___,
2010 by and among CalAmp Corp., a Delaware corporation whose address is 1401
N. Rice Avenue, Oxnard, CA 93030 (the "Company"), the Domestic Subsidiaries
of the Company from time to time party hereto, including CalAmp Products,
Inc., a Delaware corporation whose address is 1401 N. Rice Avenue, Oxnard, CA
93030, CalAmp Datacom, Inc., a Delaware corporation whose address is 1401 N.
Rice Avenue, Oxnard, CA 93030 and Dataradio Corporation, a Delaware
corporation whose address is 1401 N. Rice Avenue, Oxnard, CA 93030, and the
Purchasers listed on Schedule II hereto.

       REFERENCE IS MADE to the Subordinated Note and Warrant Purchase
Agreement dated as of December 22, 2009 (the "Purchase Agreement") by and
among the Company, the Domestic Subsidiaries of the Company from time to time
party thereto, including CalAmp Products, Inc., a Delaware corporation whose
address is 1401 N. Rice Avenue, Oxnard, CA 93030, and Dataradio Corporation,
a Delaware corporation whose address is 1401 N. Rice Avenue, Oxnard, CA
93030, and the Purchasers listed on Schedule I thereto (the "Initial Closing
Purchasers").  Capitalized terms used but not otherwise defined herein shall
have the meanings set forth in such Purchase Agreement.

WHEREAS, pursuant to the Purchase Agreement, the Company has issued and sold
to the Initial Closing Purchasers, severally, and not jointly, Notes with an
aggregate principal amount of One Million Nine Hundred Twenty Five Thousand
and No/100ths Dollars ($1,925,000.00) and Warrants to purchase up to an
aggregate of 192,500 shares of Common Stock;

WHEREAS, pursuant to the Purchase Agreement, the Company desires to sell and
issue to the Purchasers listed on Schedule II hereto, and the Purchasers
listed on Schedule II hereto desire to purchase from the Company, severally,
and not jointly, Notes with an aggregate principal amount of up to
___________________ No/100ths Dollars ($___________) and Warrants to purchase
up to an aggregate of ______________ shares of Common Stock; and

WHEREAS, in furtherance of the foregoing, the parties hereto desire to enter
into this Agreement to provide for such purchase and sale to the Purchasers
listed on Schedule II hereto and to cause the Purchasers listed on such
Schedule II to join the Purchase Agreement, the Guarantee Agreement, the Non-
Guarantor Subordination Agreement and the Registration Rights Agreement
(collectively, the "Joined Documents");

       NOW, THEREFORE, in consideration of the foregoing and the covenants
set forth herein, the parties hereto, intending to be legally bound, hereby
agree as follows:

1. Joinder.

       1.1. Purchase Agreement.  The Purchasers listed on Schedule II hereto
hereby join the Purchase Agreement as Purchasers with respect to the Second
Closing.  In furtherance of the foregoing, each such Purchaser listed on
Schedule II hereto shall be entitled to all rights and privileges of a
Purchaser thereunder with respect to the Second Closing and hereby severally,
and not jointly, agrees to perform the obligations of such a Purchaser.  By
execution hereof, the parties hereby ratify and confirm all of the terms,
conditions and obligations contained in such Purchase Agreement as if set
forth in their entirety herein.  The Purchase Agreement is hereby amended to
provide for the joinder set forth in this Section 1.1 and to attach Schedule
II hereto as an additional schedule to such Purchase Agreement.

       1.2. Guarantee Agreement, Non-Guarantor Subordination Agreement and
Registration Rights Agreement.  From and after the Second Closing, the
Purchasers listed on Schedule II hereto hereby join the Guarantee Agreement,
the Non-Guarantor Subordination Agreement and the Registration Rights
Agreement as Purchasers.  In furtherance of the foregoing, each such
Purchaser listed on Schedule II hereto shall be entitled to all rights and
privileges of a Purchaser thereunder and hereby severally, and not jointly,
agrees to perform the obligations of such a Purchaser.  By execution hereof,
the parties hereby ratify and confirm all of the terms, conditions and
obligations contained in such Guarantee Agreement, Non-Guarantor
Subordination Agreement and Registration Rights Agreement as if set forth in
their entirety herein.  From and after the Second Closing, each of the
Guarantee Agreement, the Non-Guarantor Subordination Agreement and the
Registration Rights Agreement is hereby amended to provide for the joinder
set forth in this Section 1.2 and to attach Schedule II hereto as an
additional schedule to such agreements.

2. Purchase and Sale.  Subject to all the terms and conditions of the
Purchase Agreement and this Agreement, and so long as no Default exists, on
the Second Closing Date, the Company shall issue and sell to the Purchasers
listed on Schedule II hereto, and such Purchasers shall purchase from the
Company, severally and not jointly, Notes with the principal balances set
forth opposite such Purchasers' respective names on such Schedule II at a
purchase price equal to 100% of the original principal balance of each Note.
In connection with such issuance of Notes, the Company shall issue to such
Purchasers, severally and not jointly, Warrants to purchase such number of
shares of Common Stock set forth opposite such Purchasers' respective names
on Schedule II hereto.
3. Representations and Warranties of the Company and the Guarantors.  In
order to induce the Purchasers listed on Schedule II hereto to purchase the
Notes hereunder, each of the Company and the Guarantors jointly and severally
makes the representations and warranties set forth in Section 8 of the
Purchase Agreement to such Purchasers, which representations and warranties
shall also be true and correct in all material respects as of the Second
Closing Date.
4.  Representations and Warranties of the Purchasers.  In order to induce the
Company to sell the Notes and issue the Warrants to the Purchasers listed on
Schedule II hereto, each of the Purchasers, severally and not jointly, makes
the representations and warranties set forth in Section 9 of the Purchase
Agreement to the Company, which representations and warranties shall also be
true and correct as of the Second Closing Date.  Without limiting the
foregoing, such Purchaser specifically represents and warrants to the
Company, severally and not jointly, that:

       4.1. Receipt of Documents.  Such Purchaser has received executed
copies of all the Joined Documents, including without limitation the Purchase
Agreement, and has had the opportunity to ask questions and receive answers
from the Company regarding the Company and its Subsidiaries' business,
management and financial affairs, the terms and conditions of the offering,
the Joined Documents, the Notes and the Warrants, and to obtain additional
information necessary to verify any information furnished to such Purchaser
or to which such Purchaser had access.

       4.2. Acquisition for Own Account.  Such Purchaser is acquiring the
Notes and Warrants for such Purchaser's own account for investment only, and
not with a view towards or for resale in connection with their distribution
in violation of the Securities Act.

       4.3. Purchaser Can Protect Its Interest.  Such Purchaser represents
that by reason of its, or of its management's, business and financial
experience, such Purchaser has the capacity to evaluate the merits and risks
of its investment in the Notes and Warrants and to protect its own interests
in connection with the transactions contemplated in this Agreement and the
Joined Documents.  Such Purchaser is aware of no publication or any
advertisement in connection with the transactions contemplated in this
Agreement or the Joined Documents.  Such Purchaser has obtained counsel and
advice from its own legal, tax, and other advisers in connection with the
transactions contemplated by this Agreement and the Joined Documents and is
not relying on any such counsel or advice from Company Counsel, the
Investment Bank's counsel, the Company or any of its or their
representatives.

       4.4. Accredited Investor.  Such Purchaser represents that it is an
"accredited investor" within the meaning of Regulation D under the Securities
Act.

5. WAIVER OF JURY TRIAL.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT
CANNOT BE WAIVED, EACH OF THE COMPANY, THE OTHER OBLIGORS AND THE PURCHASERS
WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF,
DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT
OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE JOINED DOCUMENTS OR ANY OTHER CREDIT DOCUMENT OR THE CONDUCT
OF THE PARTIES HERETO, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER
IN CONTRACT, TORT OR OTHERWISE.  Each of the Company and the other Obligors
acknowledges that it has been informed by the Purchasers that the foregoing
sentence constitutes a material inducement upon which each of the Purchasers
has relied and will rely in entering into this Agreement, the Joined
Documents and any other Credit Document.  Any Purchaser, the Company or any
other Obligor may file an original counterpart or a copy of this Agreement
with any court as written evidence of the consent of the Company, the other
Obligors and the Purchasers to the waiver of their rights to trial by jury.

6. Dispute Resolution.  Any controversy, dispute or claim between the parties
based upon, arising out of, or in any way relating to: (i) this Agreement,
the Joined Documents or any supplement or amendment hereto or thereto; or
(ii) any breach, conduct, acts or omissions of any of the parties hereto or
any of their respective directors, officers, employees, agents, attorneys or
any other person affiliated with or representing any of the parties hereto;
in each of the foregoing cases, whether sounding in contract or tort or
otherwise (a "Dispute") shall be resolved exclusively by judicial reference
in accordance with Sections 638 et seq. of the California Code of Civil
Procedure ("CCP") and Rules 3.900 et seq. of the California Rules of Court
("CRC"), subject to the following terms and conditions. (All references in
this section to provisions of the CCP and/or CRC shall be deemed to include
any and all successor provisions.)

              (a). The reference shall be a consensual general reference
pursuant to CCP Sections 638 and 644(a). Unless the parties otherwise agree
in writing, the reference shall be to a single referee. The referee shall be
a retired Judge of the Los Angeles County Superior Court  ("Superior Court")
or a retired Justice of the California Court of Appeal or California Supreme
Court.  Nothing in this section shall be construed to limit the right of
Purchasers, pending or after the appointment of the referee, to seek and
obtain a temporary restraining order and/or preliminary injunction, or other
"provisional remedy" (as such term is defined in CCP Section 1281.8).

              (b). Within fifteen (15) days after a party gives written
notice in accordance with this Agreement to all other parties to a Dispute
that the Dispute exists, all parties to the Dispute shall attempt to agree on
the individual to be appointed as referee.  If the parties are unable to
agree on the individual to be appointed as referee, the referee shall be
appointed, upon noticed motion or ex parte application by any party, by the
Superior Court in accordance with CCP Section 640, subject to all rights of
the parties to challenge or object to the appointment, including without
limitation the right to peremptory challenge under CCP Section 170.6. If the
referee (or any successor referee) appointed by the Superior Court is unable,
or at any time becomes unable, to serve as referee in the Dispute, the
Superior Court shall appoint a new referee as agreed to by the parties or, if
the parties cannot agree, in accordance with CCP Section 640, which new
referee shall then have the same powers, and be subject to the same terms and
conditions, as the predecessor referee.

              (c). Venue for all proceedings before the referee, and for any
Superior Court proceeding for the appointment of the referee, shall be
exclusively within the County of Los Angeles, State of California.  The
referee shall have the exclusive power to determine whether a Dispute is
subject to judicial reference pursuant to this section. Trial, and all
proceedings and hearings on dispositive motions, conducted before the referee
shall be conducted in the presence of, and shall be transcribed by, a court
reporter, unless otherwise agreed in writing by all parties to the
proceeding.  The referee shall issue a written statement of decision, which
shall be subject to objections of the parties pursuant to CRC Rule 3.1590 as
if the statement of decision were issued by the Superior Court. The referee's
powers include, in addition to those set forth in CCP Sections 638, et seq.,
and CRC Rules 3.900 et seq., (i) the power to grant provisional relief,
including without limitation, writ of attachment, writ of possession,
appointment of a receiver, temporary restraining order and/or preliminary
injunction, or other "provisional remedy" (as such term is defined in CCP
Section 1281.8), and (ii) the power to hear and resolve all post-trial
matters in connection with the Dispute that would otherwise be determined by
the Superior Court, including without limitation motions for new trial,
reconsideration, to vacate judgment, to stay execution or enforcement, to tax
costs, and/or for attorneys' fees.  The Purchasers and the Obligors shall,
subject to the referee's power to award costs to the prevailing party, bear
equally (as between the Purchasers and the Obligors) the costs of the
reference proceeding, including without limitation the fees and costs of the
referee and the court reporter.

              (d). The parties acknowledge and agree that (i) the referee
alone shall determine all issues of fact and/or law in the Dispute, without a
jury (subject, however, to the right of a party, pending or after the
appointment of the referee, to seek and obtain provisional relief from the
Superior Court or such referee, including without limitation, writ of
attachment, writ of possession, appointment of a receiver, temporary
restraining order and/or preliminary injunction, or other "provisional
remedy" (as such term is defined in CCP Section 1281.8)), (ii) the referee
does not have the power to empanel a jury, (iii) the Superior Court shall
enter judgment on the decision of the referee pursuant to CCP Section 644(a)
as if the decision were issued by the Superior Court, (iv) the decision of
the referee shall not be subject to review by the Superior Court, and (v) the
decision of the referee, once entered as a judgment by the Superior Court,
shall be binding, final and conclusive, shall have the full force and effect
of a judgment of the Superior Court, and shall be subject to appeal to the
same extent as a judgment of the Superior Court.
7. Interpretation; Governing Law; etc.  Time is (and shall be) of the essence
in this Agreement and the other Credit Documents.  All covenants, agreements,
representations and warranties made in this Agreement or any other Credit
Document or in certificates delivered pursuant hereto or thereto shall be
deemed to have been relied on by each Purchaser, notwithstanding any
investigation made by any Purchaser on its behalf, and shall survive the
execution and delivery to the Purchasers hereof and thereof.  The invalidity
or unenforceability of any provision hereof shall not affect the validity or
enforceability of any other provision hereof, and any invalid or
unenforceable provision shall be modified so as to be enforced to the maximum
extent of its validity or enforceability.  The headings in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.  This Agreement, the Joined Documents and the other Credit
Documents constitute the entire understanding of the parties with respect to
the subject matter hereof and thereof and supersede all prior and
contemporaneous understandings and agreements, whether written or oral.  This
Agreement may be executed in any number of counterparts, by original or
facsimile signature, each of which shall be deemed to constitute and original
and together shall constitute one instrument.  This Agreement, and any issue,
claim or proceeding arising out of or relating to this Agreement, the Joined
Documents or any other Credit Document or the conduct of the parties hereto,
whether now existing or hereafter arising and whether in contract, tort or
otherwise, shall be governed by and construed in accordance with the laws
(other than the conflict of laws rules) of the State of California.

[The remainder of this page has been left intentionally blank.]



       8. IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the date and year first above written.
9.
10.
11. COMPANY
12.
13. CALAMP CORP.
14.
15. By:______________________
16.        Richard Vitelle
17.        VP Finance & CFO
18.
19.
20.
21. GUARANTORS
22.
23. CALAMP PRODUCTS, INC.
24.
25. By:______________________
26.         Richard Vitelle
27.         Treasurer
28.
29.
30.
31. DATARADIO CORPORATION
32.
33. By:______________________
34.         Richard Vitelle
35.         Treasurer
36.
37.
38.
39. PURCHASER
40.

41. ________________________
42.
43. By:______________________
44. Name:____________________
45. Title:_____________________
46.
47.
48.

49.
50.



                                                            Schedule II
                               SECOND CLOSING PURCHASERS
51.
52. Purchaser Name and Address
53.
54. Notes
55. Warrants
56.
57.
58.
59.
60.
61.
62.
63.
64.
65.
66.
67.
68.
69.
70.
71.
72.
73.
74.
75.
76.
77.
78.
79.
80.
81.
82.
83. Total
84.
85.

86.




                                                                Exhibit 6.1.4
                          FORM OF REGISTRATION RIGHTS AGREEMENT

                               REGISTRATION RIGHTS AGREEMENT

       THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of the
22nd day of December, 2009, by and among CalAmp Corp., a Delaware corporation
whose address is 1401 N. Rice Avenue, Oxnard, CA 93030 (the "Company"), the
investors listed on Schedule I hereto (the "Initial Closing Investors") and
any investors listed on Schedule II hereto (as the same may be adopted and
incorporated herein pursuant to the Purchase Agreement (as such term is
defined below)) (the "Second Closing Investors," and together with the
Initial Closing Investors, the "Investors").

                                       RECITALS

       WHEREAS, the Company, the Domestic Subsidiaries of the Company and the
Initial Closing Investors have entered into a Subordinated Note and Warrant
Purchase Agreement dated December 22, 2009 (as in effect from time to time,
the "Purchase Agreement") in connection with the issuance and sale by the
Company to the Investors of Subordinated Notes due December 22, 2012 (the
"Notes") and warrants (the "Warrants") to purchase up to 400,000 shares of
the Company's common stock, par value $0.01 per share ("Common Stock");

       WHEREAS, it is a condition to the purchase of such Notes and issuance
of such Warrants under the Purchase Agreement that the Company and the
Investors enter into this Agreement;

       NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

1. Definitions.  Unless otherwise defined herein or set forth in this Section
1, capitalized terms shall have the meanings set forth in the Purchase
Agreement.

       1.1. "Affiliate" means, with respect to any specified Person, any
other Person who or which, directly or indirectly, controls, is controlled
by, or is under common control with such specified Person, including without
limitation any general partner, officer, director, or manager of such Person
and any venture capital fund now or hereafter existing that is controlled by
one or more general partners or managing members of, or shares the same
management company with, such Person.

       1.2. "Damages" means any loss, damage or liability (joint or several)
to which a party hereto may become subject under the Securities Act, the
Exchange Act or other federal or state law, insofar as such loss, damage or
liability (or any action in respect thereof) arises out of or is based upon
(a) any untrue statement or alleged untrue statement of a material fact
contained in any registration statement of the Company, including any
preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto; (b) an omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading; or (c) any violation or alleged
violation by the indemnifying party (or any of its agents or Affiliates) of
the Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any
state securities law.

       1.3. "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

       1.4. "Excluded Registration" means (a) a registration relating to the
sale of securities to employees of the Company or employees of a subsidiary
pursuant to a stock option, stock purchase or similar plan; (b) a
registration relating to an SEC Rule 145 transaction; (c) a registration on
any form that does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities; or (d) a registration in which the only Common Stock
being registered is Common Stock issuable upon conversion of debt securities
that are also being registered.

       1.5. "Holder" means any Investor or a permitted transferee of
Registrable Securities pursuant to Section 3.1.

       1.6. "Immediate Family Member" means, with respect to any natural
person, each of such person's spouse, father, mother, brothers, sisters,
aunts, uncles, nieces and nephews and lineal descendants and ancestors.

       1.7. "Person" means any present or future natural person or any
corporation, association, partnership, joint venture, limited liability,
joint stock or other company, business trust, trust, organization, business
or government or any governmental agency or political subdivision thereof.

       1.8. "Required Holders"  means, at any time, Holders holding or having
the right to acquire in the aggregate over fifty percent (50%) of the
Registrable Securities then outstanding

       1.9. "Registrable Securities" means (a) the Warrant Shares and (b) any
Common Stock issued as a dividend or other distribution with respect to, or
in exchange for or in replacement of, any of the Warrant Shares; excluding in
all cases, however, any Registrable Securities sold by a Person in a
transaction in which the applicable rights under this Agreement are not
transferred pursuant to Section 3.1, and excluding any shares for which
registration rights have terminated pursuant to Section 2.9 of this
Agreement.

       1.10. "SEC" means the Securities and Exchange Commission.

       1.11. "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

       1.12. "Selling Expenses" means all underwriting discounts, selling
commissions and stock transfer taxes applicable to the sale of Registrable
Securities, and fees and disbursements of counsel for a Holder.

       1.13. "Warrant Shares" means the shares of Common Stock issued or
issuable upon exercise of the Warrants.

2. Registration Rights.  The Company covenants and agrees as follows:

       2.1. Company Registration.  If the Company proposes to register
(including, for this purpose, a registration effected by the Company for
stockholders other than the Holders) any of its securities under the
Securities Act in connection with the public offering of such securities
solely for cash (other than in an Excluded Registration), the Company shall,
at such time, promptly (but not later than thirty (30) days before the
anticipated date of filing such registration statement) give the Holders
notice of such registration.  Upon the request of a Holder given within
fifteen (15) days after such notice is given by the Company, the Company
shall, subject to the provisions of Section 2.2, cause to be registered all
of the Registrable Securities that such Holder has requested to be included
in such registration.  The Company shall have the right to terminate,
withdraw or delay any registration initiated by it under this Section 2.1
before the effective date of such registration, whether or not any Holder has
elected to include Registrable Securities in such registration.

       2.2. Underwriting Requirements.  In connection with any offering
involving an underwriting of shares of the Company's capital stock pursuant
to Section 2.1, the Company shall not be required to include any of a
Holder's Registrable Securities in such underwriting unless such Holder
accepts the terms of the underwriting as agreed upon between the Company and
its underwriters, and then only in such quantity as the underwriters in their
sole discretion determine will not jeopardize the success of the offering by
the Company.  If the total number of securities, including Registrable
Securities, requested by stockholders to be included in such offering exceeds
the number of securities to be sold (other than by the Company) that the
underwriters in their reasonable discretion determine is compatible with the
success of the offering, then the Company shall be required to include in the
offering only that number of such securities, including Registrable
Securities, which the underwriters and the Company in their sole discretion
determine will not jeopardize the success of the offering; provided, however,
that any exclusion from the number of securities included in such offering
shall be undertaken (a) first, to exclude securities held by stockholders
other than the Holders and EchoStar Technologies Corporation, a Texas
corporation (if any) and (b) second, if further exclusion is required, to
exclude Registrable Securities held by the Holders pro rata among the Holders
in accordance with the number of Registrable Securities that such Holders are
requesting be included.  All Registrable Securities excluded from any
registration as a result of the underwriter's cutback provisions in this
Section 2.2 may not be publicly offered or sold for a period reasonably
required by the underwriter(s) as necessary in order to effect such offering
(not to exceed a period beginning 30 days prior to the effective date of such
registration statement and ending 90 days after such effective date).

       2.3. Obligations of the Company.  Whenever required under this Section
2 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:

              (a). Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its commercially
reasonable efforts to cause such registration statement to become effective,
and, upon request of the Holders, keep such registration statement effective
for a period of one hundred twenty (120) days or, if earlier, until the
disposition contemplated in the registration statement has been completed.

              (b). Prepare and file with the SEC such amendments and
supplements to such registration statement, and the prospectus used in
connection with such registration statement, as may be necessary to comply
with the Securities Act in order to enable the disposition of all securities
covered by such registration statement.

              (c). Furnish to the selling Holders such number of copies of a
prospectus, including a preliminary prospectus, as required by the Securities
Act, and such other documents as such Holder may reasonably request in order
to facilitate their disposition of their Registrable Securities.

              (d). Use its commercially reasonable efforts to register and
qualify the securities covered by such registration statement under such
other securities or blue-sky laws of such jurisdictions as shall be
reasonably requested by the selling Holders; provided that the Company shall
not be required to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions, unless the Company is
already subject to service in such jurisdiction and except as may be required
by the Securities Act.

              (e). In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual
and customary form, with the underwriter(s) of such offering.

              (f). Use its commercially reasonable efforts to cause all such
Registrable Securities covered by such registration statement to be listed on
a national securities exchange or trading system and each securities exchange
and trading system (if any) on which similar securities issued by the Company
are then listed.

              (g). Provide a transfer agent and registrar for all Registrable
Securities registered pursuant to this Agreement and provide a CUSIP number
for all such Registrable Securities, in each case not later than the
effective date of such registration.

              (h). Promptly make available for inspection by each Holder and
any attorney or accountant or other agent retained by such Holder, all
financial and other records, pertinent corporate documents, and properties of
the Company, and cause the Company's officers, directors, employees, and
independent accountants to supply all information reasonably requested by
such Holder or any such attorney, accountant, or agent, in each case, as
necessary or advisable to verify the accuracy of the information in such
registration statement and to conduct appropriate due diligence in connection
therewith.

              (i). Notify the selling Holders, promptly after the Company
receives notice thereof, of the time when such registration statement has
been declared effective or a supplement to any prospectus forming a part of
such registration statement has been filed.

              (j). After such registration statement becomes effective,
notify each selling Holder of any request by the SEC that the Company amend
or supplement such registration statement or prospectus.

       2.4. Furnish Information.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 2 with
respect to the Registrable Securities of a Holder that such Holder shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of such
securities as is reasonably required to effect the registration of such
Holder's Registrable Securities.

       2.5. Expenses of Registration.  All expenses (other than Selling
Expenses) incurred in connection with registrations, filings, or
qualifications pursuant to Section 2, including all registration, filing and
qualification fees, printers' and accounting fees and fees and disbursements
of counsel for the Company, shall be borne and paid by the Company.  All
Selling Expenses relating to Registrable Securities of a Holder registered
pursuant to this Section 2 shall be borne and paid by such Holder.

       2.6. Delay of Registration.  The Holders shall have no right to obtain
or seek an injunction restraining or otherwise delaying any registration
pursuant to this Agreement as the result of any controversy that might arise
with respect to the interpretation or implementation of this Section 2.

       2.7. Indemnification.  If any Registrable Securities are included in a
registration statement under this Section 2:

              (a). To the extent permitted by law, the Company will indemnify
and hold harmless each selling Holder, and the partners, members, officers,
directors, and stockholders of such Holder, legal counsel and accountants for
such Holder, any underwriter (as defined in the Securities Act) for such
Holder, and each Person, if any, who controls such Holder or underwriter
within the meaning of the Securities Act or the Exchange Act, against any
Damages, and the Company will pay to such Holder and each such underwriter,
controlling Person, or other aforementioned Person any legal or other
expenses reasonably incurred thereby in connection with investigating or
defending any claim or proceeding from which Damages may result, as such
expenses are incurred; provided, however, that the indemnity agreement
contained in this Section 2.7(a) shall not apply to amounts paid in
settlement of any such claim or proceeding if such settlement is effected
without the consent of the Company, which consent shall not be unreasonably
withheld, nor shall the Company be liable for any Damages to the extent that
they arise out of or are based upon actions or omissions made in reliance
upon and in conformity with written information furnished by or on behalf of
such Holder or such underwriter, controlling Person or other aforementioned
Person expressly for use in connection with such registration.

              (b). To the extent permitted by law, each selling Holder will,
severally and not jointly, indemnify and hold harmless the Company, and each
of its directors, each of its officers who has signed the registration
statement, each Person (if any), who controls the Company within the meaning
of the Securities Act, legal counsel and accountants for the Company, any
underwriter (as defined in the Securities Act), any controlling Person of any
such underwriter, any other Holder, and the partners, members, officers,
directors, and stockholders of such other Holder, legal counsel and
accountants for such other Holder, and each Person, if any, who controls such
other Holder within the meaning of the Securities Act or the Exchange Act,
against any Damages, in each case only to the extent that such Damages arise
out of or are based upon actions or omissions made in reliance upon and in
conformity with written information furnished by or on behalf of such Holder
expressly for use in connection with such registration; and such Holder will
pay to the Company and each other aforementioned Person any legal or other
expenses reasonably incurred thereby in connection with investigating or
defending any claim or proceeding from which Damages may result, as such
expenses are incurred; provided, however, that the indemnity agreement
contained in this Section 2.7(b) shall not apply to amounts paid in
settlement of any such claim or proceeding if such settlement is effected
without the consent of such Holder, which consent shall not be unreasonably
withheld; and provided further that in no event shall the aggregate amount
paid by such Holder under this Section 2.7(b) exceed the proceeds from the
offering received by such Holder.

              (c). Promptly after receipt by an indemnified party under this
Section 2.7 of notice of the commencement of any action (including any
governmental action) for which a party may be entitled to indemnification
hereunder, such indemnified party will, if a claim in respect thereof is to
be made against any indemnifying party under this Section 2.7, give the
indemnifying party notice of the commencement thereof.  The indemnifying
party shall have the right to participate in such action and, to the extent
the indemnifying party so desires, participate jointly with any other
indemnifying party to which notice has been given, and to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party (together with all other indemnified parties that
may be represented without conflict by one counsel) shall have the right to
retain one separate counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to
actual or potential differing interests between such indemnified party and
any other party represented by such counsel in such action.  The failure to
give notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of
any liability to the indemnified party under this Section 2.7, except to the
extent that such failure materially prejudices the indemnifying party's
ability to defend such action.

              (d). To provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) any party
otherwise entitled to indemnification hereunder makes a claim for
indemnification pursuant to this Section 2.7 but it is judicially determined
(by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case,
notwithstanding the fact that this Section 2.7 provides for indemnification
in such case, or (ii) contribution under the Securities Act may be required
on the part of any party hereto for which indemnification is provided under
this Section 2.7, then, and in each such case, such parties will contribute
to the aggregate losses, claims, damages, liabilities, or expenses to which
they may be subject (after contribution from others) in such proportion as is
appropriate to reflect the relative fault of each of the indemnifying party
and the indemnified party in connection with the statements, omissions or
other actions that resulted in such loss, claim, damage, liability or
expense, as well as to reflect any other relevant equitable considerations.
The relative fault of the indemnifying party and of the indemnified party
shall be determined by reference to, among other things, whether the untrue
or allegedly untrue statement of a material fact, or the omission or alleged
omission of a material fact, relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission; provided, however, that, in any such
case, (A) each Holder will not be required to contribute any amount in excess
of the public offering price of all such Registrable Securities offered and
sold by such Holder pursuant to such registration statement, and (B) no
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) will be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation; and provided further
that in no event shall a Holder's liability pursuant to this Section 2.7(d),
when combined with the amounts paid or payable by such Holder pursuant to
Section 2.7(b), exceed the proceeds from the offering received by such
Holder.

              (e). Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering
are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.

              (f). Unless otherwise superseded by an underwriting agreement
entered into in connection with the underwritten public offering, the
obligations of the Company and the Holders under this Section 2.7 shall
survive the completion of any offering of Registrable Securities in a
registration under this Section 2, and otherwise shall survive the
termination of this Agreement.

       2.8. Limitations on Subsequent Registration Rights.  From and after
the date of this Agreement, the Company shall not, without the prior written
consent of the Required Holders, enter into any agreement with any holder or
prospective holder of any securities of the Company other than the Holders
that would allow such holder or prospective holder  to include such
securities in any registration unless, under the terms of such agreement,
such holder or prospective holder may include such securities in any such
registration only to the extent that the inclusion of such securities will
not reduce the number of the Registrable Securities of the Holders that are
included or  allow such holder or prospective holder to initiate a demand for
registration of any securities held by such holder or prospective holder.

       2.9. Termination of Registration Rights.  The right of the Holders to
request registration or inclusion of Registrable Securities in any
registration pursuant to Section 2.1 shall terminate when all of the Holders'
Registrable Securities could be sold without restriction (including, without
limitation, holding periods and information requirements) under Rule 144(b)
promulgated by the SEC under the Securities Act.  The Company agrees to
furnish to any Holder, upon reasonable request and for so long as such Holder
owns any Registrable Securities and the reporting requirements of Rule 144
under the Securities Act are applicable in order for such Holder to sell any
of the Registrable Securities pursuant to Rule 144(b) of the Securities Act,
a written statement by the Company as to its compliance with the reporting
requirements of Rule 144 under the Securities Act,  the Securities Act and
the Exchange Act.  In addition to the foregoing, the Company will cooperate
reasonably with a Holder in securing the removal by the Company's transfer
agent of any restrictive legend on the stock certificate in respect of the
Registrable Shares once such restriction is no longer applicable.

3. Miscellaneous.

       3.1. Successors and Assigns.  The rights under this Agreement may be
assigned (but only with all related obligations) by a Holder to a transferee
of Registrable Securities that is an Affiliate of such Holder, an Immediate
Family Member of such Holder or a trust for the benefit of such Immediate
Family Member; provided, however, that (a) the Company is, within a
reasonable time after such transfer, furnished with written notice of the
name and address of such transferee and the Registrable Securities with
respect to which such rights are being transferred; and (b) such transferee
agrees in a written instrument delivered to the Company to be bound by and
subject to the terms and conditions of this Agreement.  The terms and
conditions of this Agreement shall inure to the benefit of and are binding
upon the respective successors and permitted assignees of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and
permitted assignees any rights, remedies, obligations or liabilities under or
by reason of this Agreement, except as expressly provided herein.

       3.2. Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless
of the laws that might otherwise govern under applicable principles of
conflicts of law.

       3.3. Counterparts; Facsimile.  This Agreement may be executed and
delivered by facsimile (or other electronic transmission) signature and in
two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

       3.4. Titles and Subtitles.  The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

       3.5. Notices.  All notices required or permitted under this Agreement
shall be in writing to the other party and shall be delivered in person, by
facsimile, by overnight mail, or by registered or certified mail, to the
parties at the following addresses and facsimile numbers:

If to the Company:

      CalAmp Corp.
      1401 N. Rice Avenue
      Oxnard, California 93030
      Attn:	CEO
      Facsimile No.: 805-482-5842

With a copy to:

      Gibson, Dunn & Crutcher LLP
      333 S. Grand Avenue
      Los Angeles, California 90071
      Attn:	Peter Wardle
      Facsimile No.: 213-229-7242

    If to a Holder:

To it at its address listed on Schedule I or Schedule II hereto (as
applicable).

       3.6. Amendment, Termination or Waiver.  No amendment of any provision
of this Agreement shall be effective unless the same shall be in writing and
signed by the Company and the Required Holders; provided, however, that no
Holder shall, without its consent, be adversely affected by any such
amendment in any manner in which the other Holders are not similarly
adversely affected.  No waiver of any provision of this Agreement nor consent
to any departure therefrom by any party shall be effective unless the same
shall be in writing and signed by the Company, with respect to any waiver or
consent requested by a Holder, and by the Required Holders, with respect to
any waiver or consent requested by the Company; provided, however, that no
Holder shall, without its consent, be adversely affected by any such waiver
or consent in any manner in which the other Holders are not similarly
adversely affected.  In either case, such waiver or consent shall be
effective only in the specific instance and for the specific purpose for
which given.  No delay or omission to exercise any right, power or remedy
accruing to any party under this Agreement, upon any breach or default of any
other party under this Agreement, shall, except as expressly provided in this
Agreement, impair any such right, power or remedy of such non-breaching or
non-defaulting party nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default previously or
thereafter occurring.

       3.7. Severability.  The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.

       3.8. Entire Agreement.  This Agreement, together with the Credit
Documents, constitutes the full and entire understanding and agreement among
the parties with respect to the subject matter hereof, and any other written
or oral agreement relating to the subject matter hereof existing between the
parties are expressly canceled.

       3.9. Further Assurances.  At any time or from time to time after the
date hereof, the parties agree to cooperate with each other, and at the
request of any other party, to execute and deliver any further instruments or
documents and to take all such further action as the other party may
reasonably request in order to evidence or effectuate the consummation of the
transactions contemplated hereby and to otherwise carry out the intent of the
parties hereunder.

[The remainder of this page has been left intentionally blank.]


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

COMPANY

CALAMP CORP.

By:______________________
         Richard Vitelle
         VP Finance & CFO





INVESTOR

________________________

By:______________________
Name:____________________
Title:_____________________




                                                         Exhibit 6.1.5(a)
                           FORM OF GUARANTEE AGREEMENT
                              GUARANTEE AGREEMENT

This Guarantee Agreement (the "Agreement") is dated as of December 22, 2009
by and among CalAmp Corp., a Delaware corporation whose address is 1401 N.
Rice Avenue, Oxnard, CA 93030 (the "Company"), the Domestic Subsidiaries of
the Company from time to time party hereto, including CalAmp Products, Inc.,
a Delaware corporation whose address is 1401 N. Rice Avenue, Oxnard, CA
93030, and Dataradio Corporation, a Delaware corporation whose address is
1401 N. Rice Avenue, Oxnard, CA 93030, and the Purchasers listed on Schedule
I hereto.

87. Reference to Purchase Agreement; Definitions; Certain Rules of
Construction.  Reference is made to the Subordinated Note and Warrant
Purchase Agreement dated as of December 22, 2009, as from time to time in
effect (the "Purchase Agreement"), among the Company, the Domestic
Subsidiaries of the Company from time to time party thereto and the
Purchasers.  Capitalized terms defined in the Purchase Agreement and not
otherwise defined herein are used herein with the meanings so defined.

"Agreement" means this Guarantee Agreement as from time to time in effect.
"Obligors"  means the Company and the Subsidiaries of the Company party
hereto from time to time.

88. Guarantee.

Guarantee of Credit Obligations.  Each Guarantor unconditionally guarantees
that the Credit Obligations will be performed and paid in full in cash when
due and payable, whether at the stated or accelerated maturity thereof or
otherwise, this guarantee being a guarantee of payment and not of
collectability and being absolute and in no way conditional or contingent.
In the event any part of the Credit Obligations shall not have been so paid
in full when due and payable, each Guarantor will, immediately upon notice by
the Required Purchasers or, without notice, immediately upon the occurrence
of a Bankruptcy Default, pay or cause to be paid to the Purchasers in
accordance with the Purchasers' respective Percentage Interests therein the
amount of such Credit Obligations which are then due and payable and unpaid.
The obligations of each Guarantor hereunder shall not be affected by the
invalidity, unenforceability or irrecoverability of any of the Credit
Obligations as against the Company, any other Obligor, any other guarantor
thereof or any other Person.  For purposes hereof, the Credit Obligations
shall be due and payable when and as the same shall be due and payable under
the terms of the Purchase Agreement, the Notes or any other Credit Document
notwithstanding the fact that the collection or enforcement thereof may be
stayed or enjoined under the Bankruptcy Code or other applicable law.

Continuing Obligation.  Each Guarantor acknowledges that the Purchasers have
entered into the Purchase Agreement (and, to the extent that the Purchasers
may enter into any future Credit Document, will have entered into such
agreement) in reliance on this Section 2 being a continuing irrevocable
agreement, and such Guarantor agrees that its guarantee may not be revoked in
whole or in part.  Subject to the terms of Section 2.11, the obligations of
the Guarantors hereunder shall terminate when all of the Credit Obligations
have been indefeasibly paid in full in cash and discharged; provided,
however, that:

if a claim is made upon the Purchasers at any time for repayment or recovery
of any amounts or any property received by the Purchasers from any source on
account of any of the Credit Obligations and the Purchasers repay or return
any amounts or property so received (including interest thereon to the extent
required to be paid by the Purchasers) or

if the Purchasers become liable for any part of such claim by reason of (i)
any judgment or order of any court or administrative authority having
competent jurisdiction, or (ii) any settlement or compromise of any such
claim,

then the Guarantors shall remain liable under this Agreement for the amounts
so repaid or property so returned or the amounts for which the Purchasers
become liable (such amounts being deemed part of the Credit Obligations) to
the same extent as if such amounts or property had never been received by the
Purchasers, notwithstanding any termination hereof or the cancellation of any
instrument or agreement evidencing any of the Credit Obligations.  Not later
than five days after receipt of notice from the Required Purchasers, the
Guarantors shall pay to such Purchasers an amount equal to the amount of such
repayment or return for which such Purchasers have so become liable.
Payments hereunder by a Guarantor may be required by the Required Purchasers
on any number of occasions.

Waivers with Respect to Credit Obligations.  Except to the extent expressly
required by the Purchase Agreement or any other Credit Document, each
Guarantor waives, to the fullest extent permitted by the provisions of
applicable law, all of the following (including all defenses, counterclaims
and other rights of any nature based upon any of the following):

presentment, demand for payment and protest of nonpayment of any of the
Credit Obligations, and notice of protest, dishonor or nonperformance;

notice of acceptance of this guarantee and notice that credit has been
extended in reliance on such Guarantor's guarantee of the Credit Obligations;

notice of any Default or of any inability to enforce performance of the
obligations of  the Company or any other Person with respect to any Credit
Document or notice of any acceleration of maturity of any Credit Obligations;

demand for performance or observance of, and any enforcement of any provision
of the Purchase Agreement, the Notes, the Credit Obligations or any other
Credit Document or any pursuit or exhaustion of rights or remedies against
the Company or any other Person in respect of the Credit Obligations or any
requirement of diligence or promptness on the part of the Purchasers in
connection with any of the foregoing;

any act or omission on the part of the Purchasers which may impair or
prejudice the rights of such Guarantor, including rights to obtain
subrogation, exoneration, contribution, indemnification or any other
reimbursement from the Company or any other Person, or otherwise operate as a
deemed release or discharge;

any statute of limitations or any statute or rule of law which provides that
the obligation of a surety must be neither larger in amount nor in other
respects more burdensome than the obligation of the principal;

any "single action" or "antideficiency" law which would otherwise prevent the
Purchasers from bringing any action, including any claim for a deficiency,
against such Guarantor before or after the Purchasers' commencement or
completion of any foreclosure action, whether judicially, by exercise of
power of sale or otherwise, or any other law which would otherwise require
any election of remedies by the Purchasers;

all demands and notices of every kind with respect to the foregoing; and

to the extent not referred to above, all defenses (other than payment) which
the Company may now or hereafter have to the payment of the Credit
Obligations, together with all suretyship defenses, which could otherwise be
asserted by such Guarantor.

Each Guarantor represents that it has obtained the advice of counsel as to
the extent to which suretyship and other defenses may be available to it with
respect to its obligations hereunder in the absence of the waivers contained
in this Section 2.3.

No delay or omission on the part of the Purchasers in exercising any right
under any Credit Document or under any other guarantee of the Credit
Obligations shall operate as a waiver or relinquishment of such right.  No
action which the Purchasers or the Company or any other Obligor may take or
refrain from taking with respect to the Credit Obligations shall affect the
provisions of this Agreement or the obligations of each Guarantor hereunder.
None of the Purchasers' rights shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or any other
Obligor, or by any noncompliance by the Company or any other Obligor with any
Credit Document, regardless of any knowledge thereof which the Purchasers may
have or otherwise be charged with.

Purchasers' Power to Waive, etc.  Each Guarantor grants to the Purchasers
full power in their discretion, without notice to or consent of such
Guarantor, such notice and consent being expressly waived to the fullest
extent permitted by applicable law, and without in any way affecting the
liability of such Guarantor under its guarantee hereunder:

To waive compliance with, and any Default under, and to consent to any
amendment to or modification or termination of any provision of, or to give
any waiver in respect of, the Purchase Agreement, the Notes, any other Credit
Document, the Credit Obligations or any guarantee thereof (each as from time
to time in effect);

To grant any extensions of the Credit Obligations (for any duration), and any
other indulgence with respect thereto, and to effect any total or partial
release (by operation of law or otherwise), discharge, compromise or
settlement with respect to the obligations of the Obligors or any other
Person in respect of the Credit Obligations, whether or not rights against
such Guarantor under this Agreement are reserved in connection therewith;

To collect or liquidate or realize upon any of the Credit Obligations in any
manner or to refrain from collecting upon any of the Credit Obligations; and

To extend credit under the Purchase Agreement, the Notes, any other Credit
Document or otherwise in such amount as the Purchasers may determine,
including increasing the amount of credit and the interest rate and fees with
respect thereto, even though the condition of the Obligors (financial or
otherwise, on an individual or Consolidated basis) may have deteriorated
since the date hereof.

Information Regarding the Company, etc.  Each Guarantor has made such
investigation as it deems desirable of the risks undertaken by it in entering
into this Agreement and is fully satisfied that it understands all such
risks.  Each Guarantor waives any obligation which may now or hereafter exist
on the part of the Purchasers to inform it of the risks being undertaken by
entering into this Agreement or of any changes in such risks and, from and
after the date hereof, each Guarantor undertakes to keep itself informed of
such risks and any changes therein.  Each Guarantor expressly waives any duty
which may now or hereafter exist on the part of the Purchasers to disclose to
such Guarantor any matter related to the business, operations, character,
collateral, credit, condition (financial or otherwise), income or prospects
of the Company and its Affiliates or their properties or management, whether
now or hereafter known by the Purchasers.  Each Guarantor represents,
warrants and agrees that it assumes sole responsibility for obtaining from
the Company all information concerning the Purchase Agreement, the Notes and
all other Credit Documents and all other information as to the Company and
its Affiliates or their properties or management as such Guarantor deems
necessary or desirable.

Certain Guarantor Representations.  Each Guarantor represents that:

it is in its best interest and in pursuit of the purposes for which it was
organized as an integral part of the business conducted and proposed to be
conducted by the Company and its Subsidiaries, and reasonably necessary and
convenient in connection with the conduct of the business conducted and
proposed to be conducted by them, to induce the Purchasers to enter into the
Purchase Agreement and to extend credit to the Company by making the
Guarantee contemplated by this Section 2;

the credit raised by issuance of the Notes will directly or indirectly inure
to its benefit;

by virtue of the foregoing it is receiving at least reasonably equivalent
value from the Purchasers for its Guarantee;

it will not be rendered insolvent as a result of entering into this
Agreement;
after giving effect to the transactions contemplated by this Agreement, it
will have assets having a fair saleable value (on a going concern basis, and
taking into account any right of contribution due from the Company and any
other Guarantor) in excess of the amount required to pay its probable
liability on its existing debts as such debts become absolute and matured;

it has, and will have, access to adequate capital for the conduct of its
business;

it has the ability to pay its debts from time to time incurred in connection
therewith as such debts mature; and

it has been advised that the Purchasers are unwilling to enter into the
Purchase Agreement unless the Guarantee contemplated by this Section 2 is
given by it.

Subrogation.  Each Guarantor agrees that, until the Credit Obligations are
paid in full, it will not exercise any right of reimbursement, subrogation,
contribution, offset or other claims against the Company or any other Obligor
arising by contract or operation of law in connection with any payment made
or required to be made by such Guarantor under this Agreement.  After the
payment in full of the Credit Obligations, each Guarantor shall be entitled
to exercise against the Company and the other Obligors all such rights of
reimbursement, subrogation, contribution and offset, and all such other
claims, to the fullest extent permitted by law.

Subordination.  Each Guarantor covenants and agrees that all Indebtedness,
claims and liabilities now or hereafter owing by the Company or any other
Obligor to such Guarantor, whether arising hereunder or otherwise, are
subordinated to the prior payment in full of the Credit Obligations and are
so subordinated as a claim against such Obligor or any of its assets, whether
such claim be in the ordinary course of business or in the event of voluntary
or involuntary liquidation, dissolution, insolvency or bankruptcy, so that no
payment with respect to any such Indebtedness, claim or liability will be
made or received while any Event of Default exists and the Required
Purchasers so elect.  If, notwithstanding the foregoing, any payment with
respect to any such Indebtedness, claim or liability is received by any
Guarantor in contravention of this Agreement, such payment shall be held in
trust for the benefit of the Purchasers and promptly turned over to it in the
original form received by such Guarantor.

Future Subsidiaries; Further Assurances.  The Company will from time to time
cause (a) any present Wholly Owned Subsidiary that is a Domestic Subsidiary
that is not a Guarantor within 30 days after notice from the Required
Purchasers or (b) any future Wholly Owned Subsidiary that is a Domestic
Subsidiary within 30 days after any such Person becomes a Wholly Owned
Subsidiary, to join this Agreement as a Guarantor pursuant to a joinder
agreement in form and substance reasonably satisfactory to the Required
Purchasers.  Each Guarantor will, promptly upon the request of the Required
Purchasers from time to time, execute, acknowledge and deliver, and file and
record, all such instruments, and take all such action, as the Required
Purchasers deem reasonably necessary or advisable to carry out the intent and
purpose of this Section 2.

Contribution Among Guarantors.  The Guarantors agree that, as among
themselves in their capacity as guarantors of the Credit Obligations, the
ultimate responsibility for repayment of the Credit Obligations, in the event
that the Company fails to pay when due its Credit Obligations, shall be
equitably apportioned, to the extent consistent with the Credit Documents,
among the respective Guarantors (a) in the proportion that each, in its
capacity as a guarantor, has benefited from the extensions of credit to the
Company by the Purchasers under the Purchase Agreement, or (b) if such
equitable apportionment cannot reasonably be determined or agreed upon among
the affected Guarantors, in proportion to their respective net worths
determined on or about the date hereof (or such later date as such Guarantor
becomes party hereto).  In the event that any Guarantor, in its capacity as a
guarantor, pays an amount with respect to the Credit Obligations in excess of
its proportionate share as set forth in this Section 2.10, each other
Guarantor shall, to the extent consistent with the Credit Documents, make a
contribution payment to such Guarantor in an amount such that the aggregate
amount paid by each Guarantor reflects its proportionate share of the Credit
Obligations.  In the event of any default by any Guarantor under this Section
2.10, each other Guarantor will bear, to the extent consistent with the
Credit Documents, its proportionate share of the defaulting Guarantor's
obligation under this Section 2.10.  This Section 2.10 is intended to set
forth only the rights and obligations of the Guarantors among themselves and
shall not in any way affect the obligations of any Guarantor to the
Purchasers under the Credit Documents (which obligations shall at all times
constitute the joint and several obligations of all the Guarantors).

Release of Guarantee.  In addition to a release of a Guarantor pursuant to
Section 2.2, this Guarantee shall be automatically released with respect to a
Guarantor upon (a) the sale of all of the outstanding stock of such Guarantor
in accordance with Section 7.5.3 of the Purchase Agreement where such
Guarantor is no longer a Domestic Subsidiary of the Company after giving
effect to such sale or (b) the merger of such Guarantor into the Company or
another Guarantor where the Company or such other Guarantor is the surviving
corporation to the merger, as permitted by Section 7.5.2 of the Purchase
Agreement.

89. Joinder Agreement.  The parties acknowledge and agree that from and after
the Second Closing, this Agreement shall be automatically amended to provide
for the joinder to this Agreement of the Purchasers listed on Schedule II to
the Joinder Agreement and that such Purchasers shall thenceforth be
Purchasers for all purposes of this Agreement.

90. General.  Addresses for notices, consent to jurisdiction, jury trial
waiver, defeasance and numerous other provisions applicable to this Agreement
are contained in the Purchase Agreement.  The invalidity or unenforceability
of any provision hereof shall not affect the validity or enforceability of
any other provision hereof, and any invalid or unenforceable provision shall
be modified so as to be enforceable to the maximum extent of its validity or
enforceability. The headings in this Agreement are for convenience of
reference only and shall not limit, alter or otherwise affect the meaning
hereof.  This Agreement and the other Credit Documents constitute the entire
understanding of the parties with respect to the subject matter hereof and
thereof and supersede all prior and current understandings and agreements,
whether written or oral.  This Agreement may be executed in any number of
counterparts, by original or facsimile signature, each of which shall be
deemed to constitute and original and together shall constitute one
instrument.  This Agreement shall be governed by and construed in accordance
with the laws (other than the conflict of laws rules) of the State of
California.

[The remainder of this page has been left intentionally blank.]


       IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the date and year first above written.


COMPANY

CALAMP CORP.

By:______________________
         Richard Vitelle
         VP Finance & CFO



GUARANTORS

CALAMP PRODUCTS, INC.

By:______________________
        Richard Vitelle
        Treasurer



DATARADIO CORPORATION

By:______________________
        Richard Vitelle
        Treasurer




PURCHASER

________________________

By:______________________
Name:____________________
Title:_____________________






                                                          Exhibit 6.1.5(b)
                   FORM OF NON-GUARANTOR SUBORDINATION AGREEMENT
                  NON-GUARANTOR SUBSIDIARY SUBORDINATION AGREEMENT

This Non-Guarantor Subsidiary Subordination Agreement (the "Agreement") is
dated as of December 22, 2009 by and among CalAmp Corp., a Delaware
corporation whose address is 1401 N. Rice Avenue, Oxnard, CA 93030 (the
"Company"), the Foreign Subsidiaries of the Company from time to time party
hereto, including California Amplifier SARL, a French corporation, and the
Purchasers listed on Schedule I hereto.

1. Reference to Purchase Agreement; Definitions; Certain Rules of
Construction.  Reference is made to the Subordinated Note and Warrant
Purchase Agreement dated as of December 22, 2009, as from time to time in
effect (the "Purchase Agreement"), among the Company, the Domestic
Subsidiaries of the Company from time to time party thereto and the
Purchasers.  Capitalized terms defined in the Purchase Agreement and not
otherwise defined herein are used herein with the meanings so defined.
Certain other capitalized terms are used in this Agreement as specifically
defined below in this Section 1.

       1.1. "Agreement" means this Non-Guarantor Subsidiary Subordination
Agreement as amended, modified and from time to time in effect.

       1.2. "Junior Creditor" means each of the Company's Foreign
Subsidiaries party hereto from time to time and its successors and assigns.

2. Subordination Covenants.  Each Junior Creditor covenants and agrees that
all Indebtedness now or hereafter owing by the Company or any other Obligor
to such Junior Creditor, whether arising hereunder or otherwise, are
subordinated to the prior payment in full of the Credit Obligations and are
so subordinated as a claim against such Obligor or any of its assets, whether
such claim be in the ordinary course of business or in the event of voluntary
or involuntary liquidation, dissolution, insolvency or bankruptcy, so that no
payment with respect to any such Indebtedness will be made or received while
any Event of Default exists.  If notwithstanding the foregoing any payment
with respect to any such Indebtedness is received by any Junior Creditor in
contravention of this Agreement, such payment shall be held in trust for the
benefit of the Purchasers and promptly turned over to it in the original form
received by such Junior Creditor.

3. Further Assurances.  Each of the Junior Creditors covenants to execute and
deliver to the Purchasers such further instruments and to take such further
action as the Purchasers may at any time or times reasonably request in order
to carry out this Agreement.

4. Representation; Covenants.  The Company represents and warrants to the
Purchasers that as of the date hereof there is no outstanding Indebtedness
owed by the Company to CalAmp Northstar Holdings, Inc., a Canadian
corporation, or Dataradio, Inc., a Canadian corporation.  In the event any
such Indebtedness owed by the Company arises after the date hereof, the
Company covenants and agrees to promptly cause such entities, and any other
Foreign Subsidiaries to which the Company owes such Indebtedness but which
are not already a party hereto, to execute this Agreement and agree to be
bound by the subordination provisions set forth herein.

5. Venue; Service of Process.  The Purchasers, the Company and each Junior
Creditor:

       5.1. Irrevocably submits to the nonexclusive jurisdiction of the state
courts of the State of California and to the nonexclusive jurisdiction of a
court located in Los Angeles County, California for the purpose of any suit,
action or other proceeding arising out of or based upon this Agreement or any
other Credit Document or the subject matter hereof or thereof;

       5.2. Waives to the extent not prohibited by applicable law that cannot
be waived, and agrees not to assert, by way of motion, as a defense or
otherwise, in any such proceeding brought in any of the above-named courts,
any claim that it is not subject personally to the jurisdiction of such
court, that its property is exempt or immune from attachment or execution,
that such proceeding is brought in an inconvenient forum, that the venue of
such proceeding is improper, or that this Agreement or any other Credit
Document, or the subject matter hereof or thereof, may not be enforced in or
by such court;

       5.3. Consents to service of process in any such proceeding in any
manner at the time permitted by the laws of the State of California and
agrees that service of process by registered or certified mail, return
receipt requested, at it as set forth in Section 6 hereof is reasonably
calculated to give actual notice; and

       5.4. Waives to the extent not prohibited by applicable law that cannot
be waived any right it may have to claim or recover in any such proceeding
any special, exemplary, punitive or consequential damages.

6. WAIVER OF JURY TRIAL.  TO THE EXTENT NOT PROHIBITED BT APPLICABLE LAW
WHICH CANNOT BE WAIVED, EACH OF THE COMPANY, THE JUNIOR CREDITORS AND THE
PURCHASERS WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS
PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM
IN RESPECT OF ANY ISSUE, CLAIM, DEMAND OR ACTION ARISING OUT OF OR BASED UPON
THIS AGREEMENT, THE PURCHASE AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE
CONDUCT OF THE PARTIES HERETO OR THERETO, WHETHER NOW EXISTING OR HEREAFTER
ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE.  The Company and each of
the Junior Creditors acknowledges that it has been informed by the Purchasers
that the foregoing sentence constitutes a material inducement upon which each
of the Purchasers has relied, is relying and will rely in entering into the
Purchase Agreement and any other Credit Document, and that it has reviewed
the provisions of this Section with its counsel.  Any Purchaser, the Company
or any Junior Creditor may file an original counterpart or a copy of this
Agreement with any court as written evidence of the consent of the Company,
such Junior Creditor and the Purchasers to the waiver of the right to trial
by jury.

7. Dispute Resolution.  Any controversy, dispute or claim between the parties
based upon, arising out of, or in any way relating to: (i) this Agreement,
the Purchase Agreement or any other Credit Document or any supplement or
amendment hereto or thereto; or (ii) any breach, conduct, acts or omissions
of any of the parties hereto or any of their respective directors, officers,
employees, agents, attorneys or any other person affiliated with or
representing any of the parties hereto; in each of the foregoing cases,
whether sounding in contract or tort or otherwise (a "Dispute") shall be
resolved exclusively by judicial reference in accordance with Sections 638 et
seq. of the California Code of Civil Procedure ("CCP") and Rules 3.900 et
seq. of the California Rules of Court ("CRC"), subject to the following terms
and conditions. (All references in this section to provisions of the CCP
and/or CRC shall be deemed to include any and all successor provisions.)

              (a). The reference shall be a consensual general reference
pursuant to CCP Sections 638 and 644(a). Unless the parties otherwise agree
in writing, the reference shall be to a single referee. The referee shall be
a retired Judge of the Los Angeles County Superior Court  ("Superior Court")
or a retired Justice of the California Court of Appeal or California Supreme
Court.  Nothing in this section shall be construed to limit the right of
Purchasers, pending or after the appointment of the referee, to seek and
obtain a temporary restraining order and/or preliminary injunction, or other
"provisional remedy" (as such term is defined in CCP Section 1281.8).

              (b). Within fifteen (15) days after a party gives written
notice in accordance with this Agreement to all other parties to a Dispute
that the Dispute exists, all parties to the Dispute shall attempt to agree on
the individual to be appointed as referee.  If the parties are unable to
agree on the individual to be appointed as referee, the referee shall be
appointed, upon noticed motion or ex parte application by any party, by the
Superior Court in accordance with CCP Section 640, subject to all rights of
the parties to challenge or object to the appointment, including without
limitation the right to peremptory challenge under CCP Section 170.6. If the
referee (or any successor referee) appointed by the Superior Court is unable,
or at any time becomes unable, to serve as referee in the Dispute, the
Superior Court shall appoint a new referee as agreed to by the parties or, if
the parties cannot agree, in accordance with CCP Section 640, which new
referee shall then have the same powers, and be subject to the same terms and
conditions, as the predecessor referee.

              (c). Venue for all proceedings before the referee, and for any
Superior Court proceeding for the appointment of the referee, shall be
exclusively within the County of Los Angeles, State of California.  The
referee shall have the exclusive power to determine whether a Dispute is
subject to judicial reference pursuant to this section. Trial, and all
proceedings and hearings on dispositive motions, conducted before the referee
shall be conducted in the presence of, and shall be transcribed by, a court
reporter, unless otherwise agreed in writing by all parties to the
proceeding.  The referee shall issue a written statement of decision, which
shall be subject to objections of the parties pursuant to CRC Rule 3.1590 as
if the statement of decision were issued by the Superior Court. The referee's
powers include, in addition to those set forth in CCP Sections 638, et seq.,
and CRC Rules 3.900 et seq., (i) the power to grant provisional relief,
including without limitation, writ of attachment, writ of possession,
appointment of a receiver, temporary restraining order and/or preliminary
injunction, or other "provisional remedy" (as such term is defined in CCP
Section 1281.8), and (ii) the power to hear and resolve all post-trial
matters in connection with the Dispute that would otherwise be determined by
the Superior Court, including without limitation motions for new trial,
reconsideration, to vacate judgment, to stay execution or enforcement, to tax
costs, and/or for attorneys' fees.  The Purchasers and the Obligors shall,
subject to the referee's power to award costs to the prevailing party, bear
equally (as between the Purchasers and the Obligors) the costs of the
reference proceeding, including without limitation the fees and costs of the
referee and the court reporter.

              (d). The parties acknowledge and agree that (i) the referee
alone shall determine all issues of fact and/or law in the Dispute, without a
jury (subject, however, to the right of a party, pending or after the
appointment of the referee, to seek and obtain provisional relief from the
Superior Court or such referee, including without limitation, writ of
attachment, writ of possession, appointment of a receiver, temporary
restraining order and/or preliminary injunction, or other "provisional
remedy" (as such term is defined in CCP Section 1281.8)), (ii) the referee
does not have the power to empanel a jury, (iii) the Superior Court shall
enter judgment on the decision of the referee pursuant to CCP Section 644(a)
as if the decision were issued by the Superior Court, (iv) the decision of
the referee shall not be subject to review by the Superior Court, and (v) the
decision of the referee, once entered as a judgment by the Superior Court,
shall be binding, final and conclusive, shall have the full force and effect
of a judgment of the Superior Court, and shall be subject to appeal to the
same extent as a judgment of the Superior Court.
8. Notices.  Except as otherwise specified in this Agreement, any notice
required to be given pursuant to this Agreement shall be given in writing.
Any notice, demand or other communication in connection with this Agreement
shall be deemed to be given if given in writing (including telex, telecopy or
similar teletransmission) addressed as provided below (or to the addressee at
such other address as the addressee shall have specified by notice actually
received by the addressor), and if either (i) actually delivered in fully
legible form to such address (evidenced in the case of a telex by receipt of
the correct answerback) or (ii) in the case of a letter, five days shall have
elapsed after the same shall have been deposited in the mails, with first-
class postage prepaid and registered or certified.

       If to the Company, to it at its address set forth on its signature
page of this                       Agreement.

       If to any Junior Creditor, to it at its address set forth on its
signature page of this Agreement.

       If to any Purchaser, to it at its address set forth on Schedule I
hereto or Schedule II hereto, as applicable.

9. Joinder Agreement.  The parties acknowledge and agree that from and after
the Second Closing, this Agreement shall be automatically amended to provide
for the joinder to this Agreement of the Purchasers listed on Schedule II to
the Joinder Agreement and that such Purchasers shall thenceforth be
Purchasers for all purposes of this Agreement.

10. General.  The invalidity or unenforceability of any provision hereof
shall not affect the validity or enforceability of any other provision
hereof, and any invalid or unenforceable provisions hall be modified so as to
be enforced to the maximum extent of its validity or enforceability.  The
headings in this Agreement are for convenience of reference only and shall
not limit, alter or otherwise affect the meaning hereof.  This Agreement and
the other Credit Documents constitute the entire understanding of the parties
with respect to the subject matter hereof and thereof and supersede all prior
and current understandings and agreements, whether written or oral.  This
Agreement is a Credit Document and may be executed by facsimile in any number
of counterparts, each of which shall be deemed to constitute an original and
all of which together shall constitute one instrument.  This Agreement shall
be governed by and construed in accordance with the laws (other than the
conflict of laws rules) of State of California

[the remainder of this page is intentionally left blank]


       IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the date and year first above written.


COMPANY

CALAMP CORP.

By:______________________
         Richard Vitelle
         VP Finance & CFO



FOREIGN SUBSIDIARY

CALIFORNIA AMPLIFIER SARL

By:______________________
        John Bates
        Gerant / CEO






PURCHASER

________________________

By:______________________
Name:____________________
Title:_____________________