**Exhibit
      10.11**





**AGREEMENT**





This
      AGREEMENT (this “Agreement”) is made and entered into as of September 29, 2008
      (the “Effective Date”) between Wegener Corporation, a Delaware corporation
      (“Parent”) and its wholly owned subsidiary Wegener Communications, Inc., a
      Georgia corporation (“Subsidiary”) (both hereinafter collectively referred to as
      the “Company”), and Robert A. Placek, an individual resident of the State of
      Georgia (“Placek”).





WITNESSETH





WHEREAS,
      Parent, Subsidiary and Placek are all parties to that certain agreement, dated
      May 2, 2003, whereby Placek is guaranteed certain rights in conjunction with
      a
      change in control of the Company (the “Retention Agreement”); and





WHEREAS,
      the Company and Placek have determined that it is in the mutual best interests
      of each to terminate the Retention Agreement; and





WHEREAS,
      in order to induce Placek to agree to a termination of the Retention Agreement,
      the Company has agreed to certain specified severance payments; and





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.  **Termination
      of Retention Agreement** .
      The
      Company and Placek mutually agree that as of the Effective Date, the Retention
      Agreement shall for all purposes be terminated and be of no further force and
      effect.





2.  **Payment
      Upon Separation of Employment** .
      The
      Company agrees that upon Placek’s retirement from employment with the Company,
      or any other separation of employment with the Company, including but not
      limited to Placek’s death, the Company shall pay to Placek an amount in cash
      equal to six (6) months of Placek’s then annual base salary, to be paid in
      accordance with the Company’s regular payroll practices; **provided,
      however** ,
      that
      the Company shall have no obligation to pay any amount under this Agreement
      if
      Placek is terminated for Cause. The term “Cause” shall be defined as (i)
      Placek’s conviction of a felony or misdemeanor which involves moral turpitude or
      which has or can reasonably be expected to have a material adverse effect on
      the
      Company, its business, reputation or interests; (ii) a material breach of a
      fiduciary duty or responsibility to the Company; or (iii) gross negligence
      or
      gross misconduct which results, or can reasonably be expected to result, in
      material damage to the Company, its business, reputation or interests. Any
      payments provided for hereunder shall be paid net of any applicable withholding
      required under federal, state or local law, and any additional withholding
      to
      which Placek has agreed.









3.  **Successors;
      Binding Agreement** .
      In
      addition to any obligations imposed by law upon any successor to or assigns
      of
      the Company, the Company will require any successor (whether direct or indirect,
      by purchase, merger, consolidation or otherwise) to all or substantially all
      of
      the business and/or assets of the Company, or any assign of the Company, to
      expressly assume and agree to perform this Agreement in the same manner and
      to
      the same extent that the Company would be required to perform it if no such
      succession or assignment had taken place. The terms and provisions of this
      Agreement shall inure to the benefit of and be binding upon the Company and
      its
      successors and assigns, and upon Placek and his personal or legal
      representatives, executors, administrators, successors, heirs, distributees,
      devisees and legatees. If Placek shall die while any amount would still be
      payable to him hereunder if Placek had continued to live, all such amounts,
      unless otherwise provided herein, shall be paid in accordance with the terms
      of
      this Agreement to the executors, personal representatives or administrators
      of
      Placek’s estate.





4.  **Waiver** .
      The
      waiver by any party to this Agreement of a breach of any of the provisions
      of
      this Agreement shall not operate or be construed as a waiver of any subsequent
      or simultaneous breach.




5.  **Applicable
      Law** .
      This
      Agreement has been entered into and shall be governed by and construed under
      the
      laws of the State of Georgia.




6.  **Headings
      and Captions** .
      The
      headings and captions used in this Agreement are for convenience of reference
      only, and shall in no way define, limit, expand or otherwise affect the meaning
      or construction of any provision of this Agreement.




7.  **Notice** .
      Any
      notice required or permitted to be given pursuant to this Agreement shall be
      deemed sufficiently given when delivered in person or when deposited in the
      United States mail, first class postage prepaid at the respective addresses
      set
      forth below, or such other address at which either party shall notify the other
      in writing:




(A)
            if
                to the Company, at the following
                address:





Wegener
      Corporation and Wegener Communications, Inc.


11350
      Technology Circle


Duluth,
      Georgia 30097


Attn:
      Chief Executive Officer





(B)
            if
                to Placek, at the following
                address:





Robert
      A.
      Placek


12460
      Crabapple Rd.


Alpharetta,
      Georgia 30004-6386





8.  **Entire
      Agreement** .
      This
      Agreement constitutes the entire agreement between the Company and Placek with
      respect to the subject matter of this Agreement and supersedes any prior
      agreements or understandings between the Company and Placek with respect to
      such
      subject matter. No provision of this Agreement may be modified, waived or
      discharged unless such waiver, modification or discharge is agreed to in writing
      and signed by the Company and Placek.









9.  **Counterparts** .
      This
      Agreement 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 Following Page* ]









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





**WEGENER
                CORPORATION**By:
            /s/
                Jeffrey J. HaasJeffrey
                J. HaasChairman
                of the Compensation andIncentive
                Plan Committee of theBoard
                of Directors**WEGENER
                COMMUNICATIONS, INC.**/s/
                Ned L. MountainBy:
                Ned L. MountainTitle:
                President & COO**ROBERT
                A. PLACEK**/s/
                Robert A. Placek