**Exhibit
      10.10**








**AMENDMENT
      NO. 1**


**Dated
      as of**


**September
      29, 2008**





**TO**





**AGREEMENT**





**between**





**Wegener
      Corporation**





**a
      Delaware corporation, and its**


**wholly
      owned subsidiary Wegener Communications, Inc.,**


**a
      Georgia corporation**




**and**





**C.
      Troy Woodbury, Jr.**





**Dated
      as of**


**May
      2, 2003**









This
      Amendment No. 1 to the Agreement dated as of May 2, 2003 (hereinafter
“Amendment”) is made by and between Wegener Corporation, a Delaware corporation
      (the “Parent”), and its wholly owned subsidiary Wegener Communications, Inc., a
      Georgia corporation (“Subsidiary”) (Parent and Subsidiary hereinafter
      collectively referred to as “Company”) and C. Troy Woodbury, Jr. (the
“Executive”).





**WHEREAS** ,
      the
      Company and the Executive entered into an Agreement dated as of May 2, 2003
      (the
“Original Retention Agreement”), whereby the Executive is provided certain
      benefits in connection with a change in control of the Company; and





**WHEREAS** ,
      the
      Company and the Executive have determined that it is in the mutual best
      interests of each to amend the Original Retention Agreement as provided for
      herein;





**WHEREAS,** in
      consideration of this Amendment, the Company will forego its right to give
      notice of nonrenewal of the Original Retention Agreement as of September 30,
      2008 (but such right is preserved in future years);





**NOW,
      THEREFORE** ,
      in
      consideration of the premises, and the mutual covenants contained herein, and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:





1.  **Effectiveness
      of Amendment** .
      This
      Amendment is executed pursuant to Section 11 of the Original Retention
      Agreement. This Amendment shall take effect as of September 29, 2008, the date
      of its execution by the Company and Executive.





2.  **Defined
      Terms** .
      All
      capitalized terms used but not defined in this Amendment


shall
      have the meanings assigned to them in the Original Retention
      Agreement.





3.  **No
      Other Provisions Affected** .
      Except
      to the extent expressly amended by this Amendment, all of the provisions of
      the
      Original Retention Agreement shall remain in full force and effect, unaffected
      by this Amendment.





4.  **Amendment
      to Section 2 of the Original Retention Agreement** .
      Section
      2, entitled “Term of Agreement,” is hereby amended by substituting the term
“twenty-four (24) months” for the term “thirty-six (36) months” in the last
      proviso of Section 2.





5.  **Amendment
      to Section 4 of the Original Retention Agreement** .
      Section
      4, entitled “The Executive’s Covenants,” is hereby amended by adding the
      following sentence to the end of Section 4:





“In
      the
      event that the Executive becomes entitled to the Severance Payments (as
      hereinafter defined) provided for in this Agreement, and the employment of
      the
      Executive is terminated, the Executive agrees to resign from the Board of
      Directors of the Parent, and Board of Directors of the Subsidiary (if
      applicable), if requested to resign by the Chairman of the Board of the
      Parent.”




2




6.  **Amendment
      to Section 6(A) of the Original Retention Agreement** .
      Section
      6, entitled “Severance Payments,” subparagraph (A), is hereby amended by
      substituting the term “one and one-half (1.5)” for the term “two and one-half
      (2.5)” in each place where the term “two and one-half (2.5)” is used in
      subparagraph 6(A).





7.  **Amendment
      to Section 6(C) of the Original Retention Agreement** .
      Section
      6, entitled “Severance Payments,” subparagraph (C), is hereby amended by
      deleting subparagraph (C) in its entirety.





8.  **Amendment
      to Section 6(D) of the Original Retention Agreement** .
      Section
      6, entitled “Severance Payments,” subparagraph (D), is hereby amended by
      substituting the term “an eighteen (18) month period” for the term “a thirty
      (30) month period” in each place where the term “a thirty (30) month period” is
      used in subparagraph 6(D).





9.  **References
      to the Original Retention Agreement** .
      All
      references in the Original Retention Agreement or any specific provision thereof
      (including references that use the terms “hereto” and “hereof”), shall
      automatically be deemed references to the Original Retention Agreement as
      amended by this Amendment, without any specific references individually to
      any
      of the foregoing amendments.





10.  **Counterparts** .
      This
      Amendment may be executed in several counterparts, each of which shall be deemed
      to be an original, but all of which together will constitute one and the same
      instrument.





*[Signatures
      appear on the following page.]*




3




**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have set their hands and seals all as of the day and year first
      above written.




**WEGENER
                CORPORATION**By:
            /s/
                Jeffrey J. HaasJeffrey
                J. HaasChairman
                of the Compensation andIncentive
                Plan Committee of theBoard
                of Directors**WEGENER
                COMMUNICATIONS, INC**.By:
            /s/
                Robert A. PlacekRobert
                A. PlacekChairman
                and Chief Executive Officer**EXECUTIVE**/s/
              C. Troy Woodbury, Jr.C.
              Troy Woodbury, Jr.




4




**AMENDMENT
      NO. 1**


**Dated
      as of**


**September
      29, 2008**





**TO**





**AGREEMENT**





**between**





**Wegener
      Corporation**





**a
      Delaware corporation, and its**


**wholly
      owned subsidiary Wegener Communications, Inc.,**


**a
      Georgia corporation**





**and**





**Ned
      L. Mountain**





**Dated
      as of**


**May
      2, 2003**




5




This
      Amendment No. 1 to the Agreement dated as of May 2, 2003 (hereinafter
“Amendment”) is made by and between Wegener Corporation, a Delaware corporation
      (the “Parent”), and its wholly owned subsidiary Wegener Communications, Inc., a
      Georgia corporation (“Subsidiary”) (Parent and Subsidiary hereinafter
      collectively referred to as “Company”) and Ned L. Mountain (the
“Executive”).





**WHEREAS** ,
      the
      Company and the Executive entered into an Agreement dated as of May 2, 2003
      (the
“Original Retention Agreement”), whereby the Executive is provided certain
      benefits in connection with a change in control of the Company; and





**WHEREAS** ,
      the
      Company and the Executive have determined that it is in the mutual best
      interests of each to amend the Original Retention Agreement as provided for
      herein;





**WHEREAS,** in
      consideration of this Amendment, the Company will forego its right to give
      notice of nonrenewal of the Original Retention Agreement as of September 30,
      2008 (but such right is preserved in future years);





**NOW,
      THEREFORE** ,
      in
      consideration of the premises, and the mutual covenants contained herein, and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:





1.  **Effectiveness
      of Amendment** .
      This
      Amendment is executed pursuant to Section 11 of the Original Retention
      Agreement. This Amendment shall take effect as of September 29, 2008, the date
      of its execution by the Company and Executive.





2.  **Defined
      Terms** .
      All
      capitalized terms used but not defined in this Amendment


shall
      have the meanings assigned to them in the Original Retention
      Agreement.





3.  **No
      Other Provisions Affected** .
      Except
      to the extent expressly amended by this Amendment, all of the provisions of
      the
      Original Retention Agreement shall remain in full force and effect, unaffected
      by this Amendment.





4.  **Amendment
      to Section 2 of the Original Retention Agreement** .
      Section
      2, entitled “Term of Agreement,” is hereby amended by substituting the term
“twenty-four (24) months” for the term “thirty-six (36) months” in the last
      proviso of Section 2.





5.  **Amendment
      to Section 4 of the Original Retention Agreement** .
      Section
      4, entitled “The Executive’s Covenants,” is hereby amended by adding the
      following sentence to the end of Section 4:





“In
      the
      event that the Executive becomes entitled to the Severance Payments (as
      hereinafter defined) provided for in this Agreement, and the employment of
      the
      Executive is terminated, the Executive agrees to resign from the Board of
      Directors of the Parent, and Board of Directors of the Subsidiary (if
      applicable), if requested to resign by the Chairman of the Board of the
      Parent.”




6




6.  **Amendment
      to Section 6(A) of the Original Retention Agreement** .
      Section
      6, entitled “Severance Payments,” subparagraph (A), is hereby amended by
      substituting the term “one and one-half (1.5)” for the term “two and one-half
      (2.5)” in each place where the term “two and one-half (2.5)” is used in
      subparagraph 6(A).





7.  **Amendment
      to Section 6(C) of the Original Retention Agreement** .
      Section
      6, entitled “Severance Payments,” subparagraph (C), is hereby amended by
      deleting subparagraph (C) in its entirety.





8.  **Amendment
      to Section 6(D) of the Original Retention Agreement** .
      Section
      6, entitled “Severance Payments,” subparagraph (D), is hereby amended by
      substituting the term “an eighteen (18) month period” for the term “a thirty
      (30) month period” in each place where the term “a thirty (30) month period” is
      used in subparagraph 6(D).





9.  **References
      to the Original Retention Agreement** .
      All
      references in the Original Retention Agreement or any specific provision thereof
      (including references that use the terms “hereto” and “hereof”) shall
      automatically be deemed references to the Original Retention Agreement as
      amended by this Amendment, without any specific references individually to
      any
      of the foregoing amendments.





10.  **Counterparts** .
      This
      Amendment may be executed in several counterparts, each of which shall be deemed
      to be an original, but all of which together will constitute one and the same
      instrument.





*[Signatures
      appear on the following page.]*




7


**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have set their hands and seals all as of the day and year first
      above written.




**WEGENER
                CORPORATION**By:
            /s/
                Jeffrey J. HaasJeffrey
                J. HaasChairman
                of the Compensation andIncentive
                Plan Committee of theBoard
                of Directors**WEGENER
                COMMUNICATIONS, INC**.By:
            /s/
                Robert A. PlacekRobert
                A. PlacekChairman
                and Chief Executive Officer**EXECUTIVE**/s/Ned
              L. MountainNed
              L. Mountain




8