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                                                                    EXHIBIT 10.1




SILICON VALLEY BANK

                 LIMITED WAIVER AND AMENDMENT TO LOAN DOCUMENTS


BORROWER: NOVATEL WIRELESS, INC.

DATE: MARCH 28, 2002

        THIS LIMITED WAIVER AND AMENDMENT TO LOAN DOCUMENTS is entered into
between Silicon Valley Bank ("Silicon") and the borrower named above
("Borrower").

        The Parties agree to amend the Loan and Security Agreement between them,
dated November 29, 2001 (as otherwise amended, if at all, the "Loan Agreement"),
as follows, effective as of the date hereof. (Capitalized terms used but not
defined in this Amendment shall have the meanings set forth in the Loan
Agreement.)

        1. WAIVER OF DEFAULT. Silicon and Borrower agree that the Borrower's
existing default under the Loan Agreement due to the Borrower's failure to
comply with the Minimum Tangible Net Worth financial covenant set forth in
Section 5 of the Schedule to Loan and Security Agreement entitled "5. FINANCIAL
COVENANTS (Section 5.1)" for the month ending February 28, 2002 is hereby
waived. It is understood by the parties hereto, however, that such waiver does
not constitute a waiver of any other provision or term of the Loan Agreement or
any related document nor an agreement to waive in the future this covenant or
any other provision or term of the Loan Agreement or any related document.

        2. MODIFIED MAXIMUM CREDIT LIMIT. The Maximum Credit Limit set forth in
Section 1 of the Schedule to Loan and Security Agreement is amended from
"$10,000,000" to "$5,000,000".

        3. MODIFIED MINIMUM MONTHLY INTEREST. The Minimum Monthly Interest set
forth in Section 2 of the Schedule to Loan and Security Agreement is hereby
amended from "$10,000 per month" to "$5,000 per month".

        4. MODIFIED MINIMUM TANGIBLE NET WORTH FINANCIAL COVENANT. The Minimum
Tangible Net Worth Financial Covenant set forth in Section 5 of the Schedule to
Loan and Security Agreement is hereby amended to read as follows:

        "MINIMUM TANGIBLE



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SILICON VALLEY BANK              LIMITED WAIVER AND AMENDMENT TO LOAN AGREEMENT
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                NET WORTH: As of the end of each month, Borrower shall
                           maintain a Tangible Net Worth of not less than the
                           following:

                           For the month ending March 31, 2002: $14,000,000;

                           For the months ending April 30, 2002, May 31, 2002
                           and June 30, 2002: $9,000,000;

                           For the months ending July 31, 2002, August 31, 2002
                           and September 30, 2002: $5,000,000; and

                           For the months ending October 31, 2002, November 30,
                           2002 and December 31, 2002: $2,500,000."

        5. FEE. As consideration for Silicon entering into this Amendment,
Borrower shall concurrently pay Silicon a fee in the amount of $10,000, which
shall be non-refundable and in addition to all interest and other fees payable
to Silicon under the Loan Documents. Silicon is authorized to charge said fee to
Borrower's loan account.

        6. REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon
that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.

        7. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and Borrower, and the
other written documents and agreements between Silicon and Borrower set forth in
full all of the representations and agreements of the parties with respect to
the subject matter hereof and supersede all prior discussions, representations,
agreements and understandings between the parties with respect to the subject
hereof. Except as herein expressly amended, all of the terms and provisions of
the Loan Agreement, and all other documents and agreements between Silicon and
Borrower shall continue in full force and effect and the same are hereby
ratified and confirmed.




BORROWER:                                     SILICON:


NOVATEL WIRELESS, INC.                        SILICON VALLEY BANK

BY /S/ MELVIN L FLOWERS                       BY /S/ MILAD HANNA
   ------------------------------                ------------------------------
   SR. V.P. FINANCE, CFO & SECRETARY             SR. VICE PRESIDENT


BY /S/ DAN L. HALVORSON
   ------------------------------
   V.P. FINANCE AND TREASURER



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