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                                                                   EXHIBIT 10.1

                            CREDIT AMENDING AGREEMENT

      THIS CREDIT AMENDING AGREEMENT dated as of February 1, 2004 is entered
into by and among Canadian Imperial Bank of Commerce (the "LENDER"), EMS
Technologies Canada Ltd. (the "BORROWER") and EMS Technologies Inc., formerly
Electromagnetic Sciences, Inc.(the "GUARANTOR") (the "CREDIT AMENDING
AGREEMENT").

      RECITALS:

A.    The Lender and the Borrower are parties to a credit agreement dated as of
      July 24, 2002 (as may be amended, supplemented, restated, changed,
      modified or replaced from time to time, the "CREDIT AGREEMENT"). All
      references to the Credit Agreement contained herein shall include all
      supplements, amendments, restatements and modifications thereto entered
      into from time to time.

B.    The Guarantor has agreed to guarantee the repayment of all debts,
      liabilities and obligations whether present or future, direct or indirect,
      absolute or contingent, matured or unmatured of the Borrower to the Lender
      (the "OUTSTANDING OBLIGATIONS");

C.    The Guarantor has executed and delivered a guarantee (together with all
      amendments, restatements, modifications, supplements, replacements,
      extensions, renewals, and confirmations, the "GUARANTEE"), security
      documents or instruments creating a security interest, assignments,
      hypothecs, liens, pledges, other charges and subordination and
      postponements of claim (together with all amendments, restatements,
      modifications, supplements, replacements, extensions, renewals, and
      confirmations, the "SECURITY DOCUMENTS"); and

D.    The Borrower, the Lender and the Guarantor have agreed to amend certain
      terms of the Credit Agreement in the manner set out in this Credit
      Amending Agreement.

      NOW THEREFORE, in consideration of the premises herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

1.    DEFINED TERMS. In this Credit Amending Agreement, all defined terms shall
      have the respective meanings set forth in the Credit Agreement unless
      otherwise defined herein. In this Credit Amending Agreement:

      (a)   "ASSET DISPOSITION" means a sale or other disposition of assets by
            the Borrower or any Subsidiary or any expropriation, condemnation,
            destruction or other loss of property of the Borrower of any
            Subsidiary, but shall exclude: (i) the disposition of obsolete or
            worn out property in the ordinary course of business; (ii) the sale
            of inventory in the ordinary course of business; (iii) the exchange
            of equipment or other personal property for the functional
            equivalent thereof in the ordinary course of business; and (iv) the
            leasing or licensing of property in the ordinary course of business;
            and
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      (b)   "NET PROCEEDS" means with respect to any Asset Disposition, the
            amount received by the Borrower or any Subsidiary from such Asset
            Disposition, including proceeds from any insurance polices received
            by the Borrower or any Subsidiary in connection with such Asset
            Disposition and amounts received by the Borrower or Subsidiary
            pursuant to any expropriation proceeding or condemnation proceeding
            in connection with such asset Disposition, in each case net of
            professional fees and expenses, commissions, taxes and other
            disposition costs.

2.    WAIVER OF CERTAIN COVENANTS. The Lender agrees to waive the Borrower's
      compliance with the following covenants only for the fiscal quarter ending
      December 31, 2003:

      (a)   the Current Ratio;

      (b)   the Fixed Charge Ratio;

      (c)   the Funded Debt to EBITDA Ratio; and

      (d)   the Effective Equity.

3.    AMENDMENT TO CREDIT D: FOREIGN EXCHANGE CONTRACTS. The Credit Limit under
      section Credit D: Foreign Exchange Contracts of the Credit Agreement is
      amended by deleting "US$5,000,000" and replacing it with "US$2,000,000".

4.    SALE OF PART OF THE MONTREAL PROPERTY. The Lender agrees to the sale of
      the Property (as described in an offer to purchase dated September 10,
      2003 between Broccolini Construction Inc. and the Borrower (as amended,
      supplemented, restated, changed, modified or replaced from time to time,
      the "OFFER TO PURCHASE")) provided that the following conditions are
      satisfied:

      (a)   Net Proceeds rising from the sale of the Property are paid to the
            Lender and applied against the outstanding balance of Credit B -
            Demand Instalment Loan as a permanent reduction of such Credit B -
            Demand Instalment Loan;

      (b)   the mortgage in the amount principle of $2,100,000 to be executed by
            the Purchaser (as defined in the Offer to Purchase) in favour of the
            Borrower (the "VTB MORTGAGE") shall be assigned to the Lender; and

      (c)   an irrevocable direction to the Purchaser shall be executed by the
            Borrower authorizing and directing the Purchaser to pay all amounts
            due from the VTB Mortgage to the Lender.

      Notwithstanding the foregoing, the Lender agrees that if the Borrower
      completes the sale of the Montreal Space Division of the Borrower on or
      before April 30th 2004, and the Net Proceeds of such sale are applied to
      permanently reduce the Outstanding Obligations by the Borrower to the
      Lender in an amount equal to not less than US$35,000,000, then the Lender
      agrees that the Borrower may
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      retain the Net Proceeds from the sale of the Property and the Lender shall
      execute such other documents as the Borrower may reasonably require to
      give effect to the foregoing provision.

5.    ACKNOWLEDGEMENT OF GUARANTEES. The Guarantor hereby acknowledges, confirms
      and agrees that the Guarantee unconditionally and irrevocably guarantees
      to the Lender the full and punctual payment when due, whether at stated
      maturity, by required payment, by acceleration, declaration, demand or
      otherwise, of all debts, liabilities and obligations, present or future,
      direct or indirect, absolute or contingent, matured or not, at any time
      owing or remaining unpaid by the Borrower to the Lender pursuant to the
      Credit Agreement together with interest thereon and all costs, charges and
      expenses incurred in connection therewith (including counsel fees and
      expenses) upon the terms and conditions set out in the Guarantee and the
      Guarantee remains in full force and effect as at the date hereof.

6.    CONTINUING EFFECT OF SECURITY DOCUMENTS. The Guarantor acknowledges,
      confirms and agrees that the Guarantor's Security Documents remain in full
      force and effect as at the date hereof and secure the Outstanding
      Obligations.

7.    GUARANTOR'S INFORMATION. The Guarantor confirms that the Guarantor shall
      independently keep apprised of the financial position of the Borrower and
      acknowledges that the Lender has no obligation to the Guarantor to do so
      or to give notice of any further amendments or previous amendments to the
      Credit Agreement. The Guarantor acknowledges and confirms that the
      Guarantor has received a copy of the Credit Agreement and understands the
      terms thereof.

8.    NATURE OF AMENDMENTS AND DEFINED TERMS. It is acknowledged and agreed that
      the terms of this Credit Amending Agreement are in addition to and, unless
      specifically provided for, shall not limit, restrict, modify, amend or
      release any of the understandings, agreements or covenants as set out in
      the Credit Agreement. The Credit Agreement shall henceforth be read and
      construed in conjunction with this Credit Amending Agreement and the
      Credit Agreement together with all of the powers, provisions, conditions,
      covenants and agreements contained or implied in the Credit Agreement
      shall be and shall continue to be in full force and effect. References to
      the "Credit Agreement" or the "Agreement" in the Credit Agreement or in
      any other document delivered in connection with, or pursuant to, the
      Credit Agreement, shall mean the Credit Agreement, as amended hereby.

9.    EFFECTIVENESS. This Credit Amending Agreement shall become effective on
      the date on which this Credit Amending Agreement shall have been duly
      executed and delivered by the Lender, the Borrower and the Guarantor.

10.   REPRESENTATIONS AND WARRANTIES. Each of the Borrower and the Guarantor
      hereby represents and warrants that each of covenants, the representations
      and warranties made by the Borrower and the Guarantor in or pursuant to
      the Credit Agreement or any other document, agreement, certificate or
      instrument executed in favour of the Lender pursuant to the Credit
      Agreement shall be, after giving effect to this Credit Amending Agreement,
      true and correct as if made on and as of the date hereof.
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11.   CONTINUING EFFECT OF LOAN AGREEMENT. This Credit Amending Agreement shall
      not be construed as a waiver or consent to any further or future action on
      the part of the Borrower and/or the Guarantor that would require a waiver
      or consent of the Lender. Except as provided hereby, the provisions of the
      Credit Agreement are and shall remain in full force and effect.

12.   NO NOVATION. Nothing in this Credit Amending Agreement, nor in the Credit
      Agreement when read together with this Credit Amending Agreement, shall
      constitute novation, payment, readvance, or otherwise of any existing
      Outstanding Obligations of the Borrower.

13.   COUNTERPARTS. This Credit Amending Agreement may be executed in multiple
      counterparts, each of which shall be deemed to be an original agreement
      and all of which shall constitute one agreement. All counterparts shall be
      construed together and shall constitute one and the same agreement. This
      Credit Amending Agreement, to the extent signed and delivered by means of
      electronic transmission (including, without limitation, facsimile and
      Internet transmissions), shall be treated in all manner and respects as an
      original agreement and should be considered to have the same binding legal
      effect as if it were the original signed version thereof delivered in
      person.

14.   GOVERNING LAW. THIS ONTARIO CREDIT AMENDING AGREEMENT SHALL BE GOVERNED
      BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
      PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE THEREIN.

15.   EXPENSES. The Borrower and the Guarantor, jointly and severally, agree to
      pay or reimburse the Lender for all of its reasonable out-of-pocket costs
      and expenses incurred in connection with the preparation, negotiation and
      execution of this Credit Amending Agreement, including, without
      limitation, the fees and disbursements of counsel to the Lender.

16.   FEES. The Borrower shall pay the Lender an amendment fee of $10,000 which
      is due and payable upon the execution and delivery of this Credit Amending
      Agreement by the Lender. The Loan Administration Fee is also increased to
      $30,000 per month effective February 1, 2004.

17.   ADDITIONAL SECURITY.

      In addition to existing security in place the Borrower shall provide the
following:

      a)    a securities pledge agreement executed by the Borrower on the
            Lender's standard form pledging all shares of Ottercom Limited owned
            by the Borrower; and

      b)    such further or additional opinions, certificates, resolutions or
            other supporting documents as the Lender or its solicitors may
            require.
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IN WITNESS WHEREOF, the parties hereto have caused this Credit Amending
Agreement to be executed and delivered by their duly authorized officers as of
the date first written above.

                                       CANADIAN IMPERIAL BANK OF COMMERCE
                                       Per:

                                       _________________________________________
                                       Name:
                                       Title:

                                       _________________________________________
                                       Name:
                                       Title:

                                       We have authority to bind the Bank.

                                       EMS TECHNOLOGIES CANADA LTD.
                                       Per:

                                       _________________________________________
                                       Name:
                                       Title:

                                       I have authority to bind the Corporation.

                                       EMS TECHNOLOGIES INC.
                                       Per:

                                       _________________________________________
                                       Name:
                                       Title:

                                       I have authority to bind the Corporation.