Exhibit 10.30


 


AMENDMENT #2 TO DEFINITIVE PROJECT AGREEMENT
#1


 


This AMENDMENT effective
as of October 1, 2002


 


BETWEEN:                                CMC
Electronics Inc., having its Executive Offices at 600 Dr. Frederik Philips
Boulevard in the city of Saint-Laurent, Quebec, Canada, H4M 2S9 (hereinafter
referred to as “CMC”)


 


AND:                                                                 NovAtel
Inc., having its Executive Offices at 1120 68th Avenue N.E.,
Calgary, Alberta, Canada, T2E 8S5 (hereinafter referred to as “NovAtel”)


 


CMC and NovAtel are sometimes
hereinafter referred to collectively as the “Parties”.


 


WHEREAS
the Parties entered into a Definitive Project Agreement #1 dated July 28, 1998
(the “DPA”) regarding the joint development of a certified GPS receiver for
aerospace and other applications (the “GNSSA Module”);


 


WHEREAS
pursuant to the DPA, the Parties are in the process of developing a receiver
for aerospace applications, namely the Primus Epic (the “First Project”);


 


WHEREAS
the Parties have executed Amendment No. 1 to the DPA (hereinafter referred to
as “Amendment No. 1”) to cover the development of a separate receiver for
ground applications, namely the LAAS Ground Station Facility Cat 1 Receiver to
be sold to Honeywell (the “Second Project”);


 


WHEREAS
NovAtel has requested CMC to modify Amendment No. 1 to alter the payment schedule
for the Second Project; and


 


WHEREAS
CMC has requested NovAtel to modify the DPA to reduce royalties payable to
NovAtel on sales of GNSSA Modules by CMC to the general aviation (“GA”) market.


 


NOW
THEREFORE, in consideration of the mutual covenants
contained herein, the Parties hereby agree as follows:


 


1.                                       INTERPRETATION


 


1.1                                 Subject
to the terms and conditions contained within this Amendment, the terms and
conditions of the DPA and of Amendment No. 1 shall continue in full force and
effect. Where reference is made in this Amendment to a section or subsection
number, it shall


 

















 


refer to a section or
subsection number in the DPA, unless otherwise stated. In the event of any
conflict between the terms and conditions of this Amendment and of Amendment
No. 1, the terms and conditions of this Amendment shall take precedence.


 


1.2                                 This
amendment shall be interpreted as part of and in the manner set out in the DPA.
This Amendment shall supercede all previous discussions and representations,
whether written or oral, relating to its subject matter, and may not be
modified except by a written document signed by both Parties.


 


2.                                       MODIFICATIONS
TO AMENDMENT No. 1


 


2.1                                 Schedule
2.2B attached hereto shall replace Schedule 2.2A of Amendment No. 1.  The remainder of the DPA shall remain
unchanged.


 


3.                                       MODIFICATIONS TO THE DPA


 


3.1                                 Schedule
8A attached hereto shall replace Schedule 8 of the DPA.  The remainder of the DPA shall remain
unchanged.


 


IN
WITNESS WHEREOF, the Parties have caused this
Amendment to be duly executed by their duly authorized representatives and is
effective on the day and year first above written.


 


	
  CMC ELECTRONICS INC.

  
	
   

  
	
   

  
	
  /s/ BRUCE
  BAILEY

  	
   

  
	
   

  
	
   

  
	
  NOVATEL INC.

  
	
   

  
	
   

  
	
  /s/ JONATHAN
  W. LADD

  	
   

  



 


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