COMARCO INC
EXHIBIT 10.30
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>3
<FILENAME>a68032ex10-30.txt
<DESCRIPTION>EXHIBIT 10.30
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.30


December 6, 2000

Mr. Daniel Lutz
Chief Financial Office
Comarco, Inc.
2 Cromwell
Irvine, CA 92618-1816

Ref:    Letter Amendment for the Loan Agreement dated as of September 26, 1994
        as amended


Dear Mr. Lutz:

Pursuant to our discussion, you have notified Bank of America that the company
is in the process of making a small acquisition. The acquisition will be
considered a merger. In your review of the Loan Agreement you asked whether you
would be in violation of Section 5 (ii) which states that the Company "will not
suffer or permit any merger or consolidation", as a result of the pending
transaction. In my review of the document, it was the intent of this section to
apply if Comarco was merging or consolidating with another entity and would not
be the surviving entity. Therefore, we deem the pending transaction not to
violate this covenant.

Second, you have notified me that the company recently did a stock split in
which fractional shares were paid in cash. You asked whether this violated
Section 6 "Dividends" of the Loan Agreement, which reads Borrower will not
declare or pay any dividend (other that stock dividends), or make any
distribution in cash, assets or other property to any shareholder in respect of
the Borrower's stock. Effective with this Letter the Bank waives the violations
and changes the covenant to now read:

Borrower will not declare or pay and dividend (other than stock dividends), or
make any distribution in cash, in excess of $100,000.00, assets or other
property to any shareholder in respect of the Borrower's stock.

Please execute the original of this letter and return to my attention
acknowledging your agreement and understanding of the above change.

Sincerely


/s/ Elaine Eaton
---------------
Senior Vice President

AGREED TO THIS 6TH DAY OF DECEMBER, 2000

COMARCO, INC.


By: /s/ Daniel Lutz
------------------
Name: Daniel Lutz
Title: Vice President and Chief Financial Officer


</TEXT>
</DOCUMENT>
