EXHIBIT 10.6

                               WEGENER CORPORATION
                         DIRECTOR COMPENSATION FOR 2004


      The following outlines the compensation which shall be payable to eligible
Directors  of  Wegener  Corporation  (the  "Company")  for their  services  as a
director during  calendar year 2004;  provided  however,  the Board of Directors
reserves the right at all times to change the  compensation  of directors in its
sole discretion,  as permitted under Delaware law and the Company's By-Laws. The
Board of Directors will review director compensation annually in January.

         1. Eligibility. Directors who are also employees of the Company, or of
any of the Company's subsidiaries, shall receive no separate compensation for
their services as a director.

         2. Annual Retainer. An annual retainer of $5,000 will be paid to each
non-employee director. The annual retainer shall be paid in full in January of
each year, and shall be deemed fully earned by each non-employee director
whether or not a non-employee director serves on the Board for the entire
calendar year. In the event that a new non-employee director is elected as a
director of the Company between annual meetings of shareholders, by action of
the Board of Directors, then the following shall apply to the payment of the
annual retainer to such newly elected non-employee director:

            (i) if such director is elected during the first  calendar  quarter,
      such director shall be paid 100% of the amount of the annual retainer;

            (ii) if such director is elected during the second calendar quarter,
      such director shall be paid 75% of the amount of the annual retainer;

            (iii) if such director is elected during the third calendar quarter,
      such director shall be paid 50% of the amount of the annual retainer; and

            (iv) if such director is elected during the fourth calendar quarter,
      such director shall be paid 25% of the amount of the annual retainer.

      3. Fees - Meetings in Person.  For each meeting of the Board of Directors,
and for each meeting of any committee of the Board of Directors, which is called
by notice duly given (in accordance with the By-Laws) as a meeting to be held in
person  (requesting  in-person  attendance  at  a  particular  location),   each
non-employee  director in attendance in person will receive $1,000. For purposes
of this  paragraph  3 only,  if a  director  is unable  to attend in person  but
attends by  telephone  conference,  such  director  will  receive  $300 for such
meeting, in conformance with paragraph 4 below.


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      4. Fees - Meetings by Telephone Conference.  For each meeting of the Board
of  Directors,  and for each meeting of any committee of the Board of Directors,
which is called by notice duly given (in accordance with the By-Laws) to be held
by telephone  conference  call,  each  non-employee  director in attendance will
receive $300.

      5.  Fees  for  Multiple  Meetings  Held  on the  Same  Date.  The  Company
recognizes  that  frequently a Board meeting and one or more committee  meetings
are held on the same date in succession, and in such circumstances the following
payment policy shall apply:  Subject to paragraphs 3 and 4 respecting the amount
of the meeting fee, if more than one meeting is held on the same date,  only one
fee shall be paid so long as the total time  required to conduct the business of
all  meetings  scheduled  on that date is 60 minutes or less.  If the total time
required to complete the business of all such meetings exceeds 60 minutes,  then
the appropriate fee shall be paid for each meeting held on such date.

      6. Out-of-Pocket  Expenses.  All reasonable  out-of-pocket expenses of the
directors will be reimbursed by the Company.  The  out-of-pocket  expenses which
will be paid by the  Company  include  travel  (as  more  specifically  detailed
herein),  lodging, meals, tolls and parking.  Reimbursable travel expenses shall
include commercial air fare, car rental expenses, taxi fare, and use of personal
automobiles for Company business at the rate of $.375 per mile.

      7. Payment of Fees and  Expenses.  The fees to be paid for  attendance  at
meetings  will  be  determined  as of  the  end of  each  calendar  quarter  and
thereafter paid in the month following the end of each calendar  quarter (April,
July,  October and January).  The Company will reimburse  expenses promptly upon
receipt of written supporting documentation of such expenses.

      8. Stock  Options.  Non-employee  directors  shall be  granted  options to
purchase  common  stock of the  Company  in  accordance  with  the  terms of the
Company's stock option plan(s),  as may be in effect. As of January 1, 2004, the
Company's  stock option plan provides that each  non-employee  director shall be
granted an option  annually  on the last  business  day of  December to purchase
3,000 shares at an exercise  price equal to the closing  price of the  Company's
stock on such date.