Exhibit 10.8


    EXHIBIT
      10.8

    
 

    AMENDMENT
      NO. 1 TO POINT AGREEMENT

    


    


    THIS
      AGREEMENT is made this 17th
      day of
      September 2004 between NovAtel Inc. (“NovAtel”) and SOKKIA CO. Ltd
      (“Sokkia”).

    


    WHEREAS
      Sokkia
      and NovAtel entered into a Point Agreement dated July 20, 1999;

    


    WHEREAS,
      NovAtel
      and Sokkia are willing to amend the Point Agreement and the current structure
      of
      their relationship, based on a memorandum of understanding dated June
      15th,
      2004;

    


    THE
      PARTIES AGREE AS FOLLOWS:

    


    1. Section
      5 of the Point Agreement is amended by the addition of the following paragraph:
      

    


    
      	5.6      	
              NovAtel
                will continue to develop, in the normal course of its business, at
                its
                cost, its core standard products, namely GNSS receivers and enclosures,
                sensors and antennas (the “GNSS Products”). NovAtel shall have the right
                to sell the GNSS Products into all markets and to all
                customers.

            


    

    


    2. Section
      6 of the Point Agreement is amended by the addition of the following paragraphs:
      

    


    
      	
              6.8

            	
              Point
                will start developing the GSR-2700-IS, by March 31, 2004. In order
                to
                support this next generation product development, NovAtel and Sokkia
                will
                provide US$1.0 million of Non-Recurring Engineering (“NRE”) funding in
                2004. This US$1.0 million shall include the current level of funding
                of
                approximately US$500,000 related to the Level 6 data collection software.
                NovAtel and Sokkia will agree on their share of NRE funding on a
                project-by-project basis, and will also agree on payment dates or
                milestones. NovAtel and Sokkia will review the amount of NRE funding
                on an
                annual basis and will, upon both parties’ approval, adjust the amount of
                NRE funding as appropriate. 

            


    

    


    The
      board
      of directors of Point shall review and approve the GSR-2700-IS development
      plan.

    


    
      	
              6.9

            	
              Point
                shall be responsible for developing end-user application software,
                interfaces and systems integration.


            


    

    


    
      	6.10   	
              Upon
                agreement of the parties on a project by projects basis, NovAtel
                will
                develop customized products for Point/Sokkia who will provide funding
                to
                NovAtel for these customized products through either NRE fees or
                product
                pricing (with minimum volume commitments). Point/Sokkia will have
                the
                exclusive rights, as detailed in each project agreement, to the customized
                product.

            


    

    


    
      	6.11      	
              Minimum
                Annual Purchases

            


    

    6.11.1 Subject
      to 6.11.2, Point will
      purchase
      a minimum annual quantity/$value of US$2.5 million of GNSS Products from NovAtel
      starting in 2004. Thereafter, the annual purchase value will increase by 5%
      per
      year.

    


    6.11.2 If
      a
      significant change in the market for GNSS Products develops that would
      materially affect Point’s ability to purchase the minimum annual purchase value,
      NovAtel and Sokkia will review and amend the minimum annual purchase value,
      as
      appropriate. 

    


    6.12
       NovAtel
      as Exclusive Vendor

    6.12.1 NovAtel
      shall be the exclusive supplier of GNSS Products for Point/Sokkia, as long
      as:

    (i) NovAtel
      can provide a competitive product, based on price, technology and
      features.

    (ii) Point/Sokkia
      does not experience a significant supply interruption, within the control of
      NovAtel, of NovAtel’s GNSS Products

    


    6.12.2 The
      GNSS
      Products will be available to Point/Sokkia at the best pricing terms (at
      comparable volumes and conditions). 

    


    6.13 Sokkia's
      Marketing Role for Point Products.

    6.13.1 Sokkia
      (Japan) will undertake to provide a stronger role for the distribution and
      marketing of Point's products throughout Sokkia's worldwide distribution network
      by realizing
      that
      Point’s products receive adequate promotion, regional technical customer support
      and training and inventory stocking, amongst other support
      initiatives.

    


    6.14 Point's
      Solvency

    6.14.1 Point
      must not become insolvent.

    


    While
      NovAtel and Sokkia agree that Point should strive to break even on an Operating
      Profit basis, this objective may not be always possible, particularly if Point
      undertakes significant new product development. NovAtel and Sokkia recognize
      that to remain solvent, Point may require future financial support through
      such
      means as, loans and equity contributions. In no event shall either party be
      required to provide future financial support without approval by its respective
      Board of Directors.

    


    6.15 Strategic
      Plan for Point

    6.15.1 NovAtel,
      Sokkia and Point will develop a strategic plan for Point, no later than March
      31, 2005.

    


    3. Problem
      solving

    


    In
      the
      event any of the conditions contained in this amendment to the Point Agreement
      are not implemented or a subsequent breach of these conditions occurs, including
      the condition contained in 6.14.1 above, then NovAtel and Sokkia will enter
      into
      the discussion and/or negotiations, on a good faith basis, to solve the problems
      and/or difficulties for the mutual benefit of both parties. As part of these
      negotiations, NovAtel and Sokkia would discuss the possible sale of NovAtel’s
      49% equity interest in Point, to Sokkia.

    


    4.
       General

    


    4.1 This
      Agreement may not be amended except by an instrument in writing signed by
      NovAtel and Sokkia. 

    


    4.2 This
      Agreement and the rights and obligations hereunder may not be transferred or
      assigned by one party without the prior written consent of the other party
      hereto which consent may not be unreasonably withheld.

    


    4.3 The
      specific conditions and provisions of this Agreement supersede those contained
      in all prior agreements and understandings relating to such subject matter.
      

    


    4.4 This
      Agreement shall be governed, construed and interpreted in accordance with the
      laws of the State of Kansas, USA, which shall be deemed to be the proper law
      of
      this Agreement.

    


    


    IN
      WITNESS WHEREOF,
      the
      parties have caused this Agreement to be duly executed by their respective
      duly
      authorized representatives on the day and year first above written.

    


     

    


    
      	
              NOVATEL
                INC.

            	 	
              SOKKIA
                CO. LTD

            
	 	 	 
	
              BY:
                /s/ Jonathan W. Ladd

            	 	
              BY:
                /s/ Hitoshi ITO