**Exhibit 10.30**

 

**AMENDMENT #2 TO DEFINITIVE PROJECT AGREEMENT#1**

 

This **AMENDMENT** effectiveas of October 1, 2002

 

**BETWEEN:****                                CMCElectronics Inc**., having its Executive Offices at 600 Dr. Frederik PhilipsBoulevard in the city of Saint-Laurent, Quebec, Canada, H4M 2S9 (hereinafterreferred to as “CMC”)

 

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

 

CMC and NovAtel are sometimeshereinafter 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 foraerospace and other applications (the “GNSSA Module”);

 

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

 

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

 

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

 

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

 

**NOWTHEREFORE**, in consideration of the mutual covenantscontained herein, the Parties hereby agree as follows:

 

1.**                                       INTERPRETATION**

 

1.1                                 Subjectto the terms and conditions contained within this Amendment, the terms andconditions of the DPA and of Amendment No. 1 shall continue in full force andeffect. Where reference is made in this Amendment to a section or subsectionnumber, it shall

 

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refer to a section orsubsection number in the DPA, unless otherwise stated. In the event of anyconflict between the terms and conditions of this Amendment and of AmendmentNo. 1, the terms and conditions of this Amendment shall take precedence.

 

1.2                                 Thisamendment 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 bemodified except by a written document signed by both Parties.

 

2.**                                       MODIFICATIONSTO AMENDMENT No. 1**

 

2.1                                 Schedule2.2B attached hereto shall replace Schedule 2.2A of Amendment No. 1.  The remainder of the DPA shall remainunchanged.

 

3.                                       **MODIFICATIONS TO THE DPA**

 

3.1                                 Schedule8A attached hereto shall replace Schedule 8 of the DPA.  The remainder of the DPA shall remainunchanged.

 

**INWITNESS WHEREOF,** the Parties have caused thisAmendment to be duly executed by their duly authorized representatives and iseffective on the day and year first above written.

 
| **CMC ELECTRONICS INC.** |
|--------------------------|
|                     |
|                     |
| /s/ BRUCE  BAILEY        |   |
|                     |
|                     |
| **NOVATEL INC.**         |
|                     |
|                     |
| /s/ JONATHAN  W. LADD    |   |

 

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