<PAGE>

                                   DEMAND NOTE                    Exh. 4.1


Executed as of the 5th day of                                     No. 1100820000
June, 1996 at Chicago, Illinois.

Amount $8,500,000


          FOR VALUE RECEIVED, the Undersigned (jointly and severally, if more
than one) promises to pay to the order of LASALLE NATIONAL BANK (hereinafter,
together with any holder hereof, called "Bank"), at the main office of the Bank,
the principal sum of Eight Million Five hundred thousand Dollars $(8,500,000.00)
plus the aggregate unpaid principal amount of all advances made by Bank to the
Undersigned (or any one of them, if more than one) pursuant to and in accordance
with Paragraph 2 of the Loan Agreement (as hereinafter defined) in excess of
such amount, or, if less, the aggregate unpaid principal amount of all advances
made by Bank to the Undersigned (or any one of them, if more than one) pursuant
to and in accordance with Paragraph 2 of the Loan Agreement.  The Undersigned
(jointly and severally, if more than one) further promises to pay interest on
the outstanding principal amount hereof on the dates and at the rates provided
in the Loan Agreement from the date hereof until payment in full hereof.

          This Demand Note is referred to in and was delivered pursuant to that
certain Loan and Security Agreement, as it may be amended from time to time,
together with all exhibits thereto, dated June 5, 1996, between Bank and the
Undersigned (the "Loan Agreement").  All terms which are capitalized and used
herein (which are not otherwise defined herein) shall have the meaning ascribed
to such term in the Loan Agreement.

          THE OUTSTANDING PRINCIPAL BALANCE OF THE UNDERSIGNED'S LIABILITIES TO
BANK UNDER THIS DEMAND NOTE SHALL BE PAYABLE UPON DEMAND.  Prior to demand,
principal hereunder shall be payable pursuant to the terms of the Loan
Agreement.

          The Undersigned (and each one of them, if more than one) hereby
authorizes the Bank to charge any account of the Undersigned (and each one of
them, if more than one) for all sums due hereunder.  If payment hereunder
becomes due and payable on a Saturday, Sunday or legal holiday under the laws of
the United States or the State of Illinois, the due date thereof shall be
extended to the next succeeding business day, and interest shall be payable
thereon at the rate specified during such extension.  Credit shall be given for
payments made in the manner and at the times provided in the Loan Agreement.  It
is the intent of the parties that the rate of interest and other charges to the
Undersigned under this Demand Note shall be lawful; therefore, if for any reason
the interest or other charges payable hereunder are found by a court of
competent jurisdiction, in a final determination, to exceed the limit which Bank
may lawfully charge the Undersigned, then the obligation to pay interest or
other charges shall automatically be reduced to such limit and, if any amount in
excess of such limit shall have been paid, then such amount shall be refunded to
the Undersigned.


                                        1
<PAGE>

          The principal and all accrued interest hereunder may be prepaid by the
Undersigned, in part or in full, at any time; provided, however, that the
Undersigned shall pay a prepayment fee as provided in the Loan Agreement.

          The Undersigned (and each one of them, if more than one) waives the
benefit of any law that would otherwise restrict or limit Bank in the exercise
of its right, which is hereby acknowledged, to set-off against the Liabilities,
without notice and at any time hereafter, any indebtedness matured or unmatured
owing from Bank to the Undersigned (or any one of them).  The Undersigned (and
each one of them, if more than one) waives every defense, counterclaim or setoff
which the Undersigned (or any one of them) may now have or hereafter may have to
any action by Bank in enforcing this Note and/or any of the other Liabilities,
or in enforcing Bank's rights in the Collateral and ratifies and confirms
whatever Bank may do pursuant to the terms hereof and of the Loan Agreement and
with respect to the Collateral and agrees that Bank shall not be liable for any
error in judgment or mistakes of fact or law.

          The Undersigned, any other party liable with respect to the
Liabilities and any and all endorsers and accommodation parties, and each one of
them, if more than one, waive any and all presentment, demand, notice of
dishonor, protest, and all other notices and demands in connection with the
enforcement of Bank's rights hereunder.

          The loan evidenced hereby has been made and this Note has been
delivered at Chicago, Illinois.  THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY
THE INTERNAL LAWS OF THE STATE OF ILLINOIS AS TO INTERPRETATION, ENFORCEMENT,
VALIDITY, CONSTRUCTION, EFFECT, AND IN ALL OTHER RESPECTS, INCLUDING WITHOUT
LIMITATION, THE LEGALITY OF THE INTEREST RATE AND OTHER CHARGES, and shall be
binding upon the Undersigned (and each one of them, if more than one) and the
Undersigned's heirs, legal representatives, successors and assigns (and each of
them, if more than one).  If this Note contains any blanks when executed by the
Undersigned (or any one of them, if more than one), the Bank is hereby
authorized, without notice to the Undersigned (or any one of them, if more than
one) to complete any such blanks according to the terms upon which the loan or
loans were granted.  Wherever possible, each provision of this Note shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Note shall be prohibited by or be invalid under
such law, such provision shall be severable, and be ineffective to the extent of
such prohibition or invalidity, without invalidating the remaining provisions of
this Note.  If more than one party shall execute this Note, the term
"Undersigned" as used herein shall mean all parties signing this Note, and each
one of them, and all such parties, their respective heirs, executors,
administrators, successors and assigns, shall be jointly and severally obligated
hereunder.

          To induce the Bank to make the loan evidenced by this Note, the
Undersigned (and each one of them, if more than one) (i) irrevocably agrees
that, subject to Bank's sole and absolute election, all actions arising directly
or indirectly as a result or in consequence of this Note or any other agreement
with the Bank, or the Collateral, shall be instituted and litigated only in
courts having situs in the City of Chicago, Illinois; (ii) hereby consents to
the exclusive jurisdiction and venue of any State or Federal Court located and
having its situs in said city; and (iii) waives any objection based on forum
non-conveniens.  IN ADDITION, BANK AND THE UNDERSIGNED (OR ANY ONE OF THEM, IF
MORE THAN ONE) HEREBY WAIVE TRIAL BY JURY IN ANY ACTION
                                                           Exh. 4.1


                                        2
<PAGE>

OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS NOTE, THE
LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY THE UNDERSIGNED OR
BANK OR WHICH IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO
THE RELATIONSHIP BETWEEN THE UNDERSIGNED AND BANK, waives personal service of
any and all process, and consents that all such service of process may be made
by certified mail, return receipt requested, directed to the Undersigned at the
address indicated in the Bank's records; and service so made shall be complete
five (5) days after the same has been deposited in the U.S. mails as aforesaid.

As used herein, all provisions shall include the masculine, feminine, neuter,
singular and plural thereof, wherever the context and facts require such
construction and in particular the word "Undersigned" shall be so construed.

          IN WITNESS WHEREOF, each of the Undersigned, if more than one, has
executed this Note on the date above set forth.

(INDIVIDUAL(S) SIGN BELOW)         (CORPORATION OR PARTNERSHIP
                                   SIGN BELOW)


                                   WEGENER COMMUNICATIONS, INC.
------------------------------     -----------------------------------------
Name                               Name of Corporation or Partnership

                                   By   C. Troy Woodbury, Jr.
------------------------------       ---------------------------------------
Address                              Name and Title  Exec. V.P. and COO

                                   11350 Technology Circle; Duluth GA, 30155
------------------------------     -----------------------------------------
                                   Address

                                   By
------------------------------       ---------------------------------------
Name                                 Name and Title

------------------------------     -----------------------------------------
Address                            Address

------------------------------     -----------------------------------------
==================================================================

FOR BANK USE ONLY

Officer's Initials:  __________
Approval: __________

                                                           Exh. 4.1


                                        3

<PAGE>

                                                                   Exh. 4.1

                           LOAN AND SECURITY AGREEMENT

          THIS LOAN AND SECURITY AGREEMENT (this "AGREEMENT") made this 5th day
of June, 1996 by and between LASALLE NATIONAL BANK, a national banking
association ("BANK"), LaSalle and Monroe Streets, Chicago, Illinois 60674, and
Wegener Communicaitons,Inc.; 11350 Technology Circle; Duluth Georgia, 30155
("BORROWER")
[INSERT ENTITY DESIGNATION(S) AND ADDRESS(ES) OF PRINCIPAL PLACE OF BUSINESS].

                                   WITNESSETH:

          WHEREAS, Borrower may, from time to time, request Loans from Bank, and
the parties wish to provide for the terms and conditions upon which such Loans,
if made by Bank, shall be made;

          NOW, THEREFORE, in consideration of any Loan (including any Loan by
renewal or extension) hereafter made to Borrower by Bank, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by Borrower, the parties agree as follows:

          1.     DEFINITIONS.

          (a)    "ACCOUNT," "ACCOUNT DEBTOR," "CHATTEL PAPER," "DOCUMENTS,"
"EQUIPMENT," "GENERAL INTANGIBLES," "GOODS," "INSTRUMENTS," and "INVENTORY,"
shall have the respective meanings assigned to such terms, as of the date of
this Agreement, in the Illinois Uniform Commercial Code.

          (b)    "AFFILIATE" shall mean any Person directly or indirectly
controlling, controlled by or under common control with Borrower.

          (c)    "COLLATERAL" shall mean all of the property of Borrower
described in paragraph 4 hereof, together with all other real or personal
property of any Obligor or any other Person now or hereafter pledged to Bank to
secure, either directly or indirectly, repayment of any of the Liabilities.

          (d)    "ELIGIBLE ACCOUNT" shall mean an Account owing to Borrower
which is acceptable to Bank in its sole discretion for lending purposes.
Without limiting Bank's discretion, Bank shall, in general, consider an Account
to be an Eligible Account if it meets, and so long as it continues to meet, the
following requirements:

               (i)      it is genuine and in all respects what it purports
     to be;

               (ii)     it is owned by Borrower, Borrower has the right to
     subject it to a security interest in favor of Bank or assign it to
     Bank and it is subject to a first priority perfected security interest
     in favor of Bank and to no other claim, lien, security interest or
     encumbrance whatsoever, other than Permitted Liens;

               (iii)    it arises from (A) the performance of services by
     Borrower and such services have been fully performed and acknowledged
     and accepted by the 
                                       
<PAGE>

                                                                   Exh. 4.1
     Account Debtor thereunder; or (B) the sale or lease of Goods by
     Borrower, and such Goods have been completed in accordance with the
     Account Debtor's specifications (if any) and delivered to and accepted by
     the Account Debtor, such Account Debtor has not refused to accept any of
     the Goods, returned or offered to return any of the Goods, or refused to
     accept any of the services which are the subject of such Account, and
     Borrower has possession of, or Borrower has delivered to Bank (at Bank's
     request) shipping and delivery receipts evidencing delivery of such Goods;

               (iv)     it is evidenced by an invoice rendered to the
     Account Debtor thereunder, is due and payable within ninety (90) days
     after the date of the invoice and does not remain unpaid ninety (90)
     days past the invoice date thereof; provided, however, that if more
     than fifty percent (50%) of the aggregate dollar amount of invoices
     owing by a particular Account Debtor remain unpaid ninety (90) days
     after the respective invoice dates thereof, then all Accounts owing by
     that Account Debtor shall be deemed ineligible;

               (v)      it is a valid, legally enforceable and
     unconditional obligation of the Account Debtor thereunder, and is not
     subject to setoff, counterclaim, credit, allowance or adjustment by
     such Account Debtor, or to any claim by such Account Debtor denying
     liability thereunder in whole or in part;

               (vi)     it does not arise out of a contract or order which
     fails in any material respect to comply with the requirements of
     applicable law;

               (vii)    the Account Debtor thereunder is not a director,
     officer, employee or agent of Borrower, or a Subsidiary, Parent or
     Affiliate, unless the Account arises out of a transaction permitted by
     paragraph 10(l) hereof and is otherwise an Eligible Account;

               (viii)   it is not an Account with respect to which the
     Account Debtor is the United States of America or any department,
     agency or instrumentality thereof, unless Borrower assigns its right
     to payment of such Account to Bank pursuant to, and in full compliance
     with, the Assignment of Claims Act of 1940, as amended;

               (ix)     it is not an Account with respect to which the
     Account Debtor is located in a state which requires Borrower, as a
     precondition to commencing or maintaining an action in the courts of
     that state, either to (A) receive a certificate of authority to do
     business and be in good standing in such state, or (B) file a notice
     of business activities report or similar report with such state's
     taxing authority, unless (x) Borrower has taken one of the actions
     described in clauses (A) or (B), (y) the failure to take one of the
     actions described in either clause (A) or (B) may be cured
     retroactively by Borrower at its election, or (z) Borrower has proven,
     to Bank's satisfaction, that it is exempt from any such requirements
     under any such state's laws;

               (x)      it is an Account which arises out of a sale made in
     the ordinary course of Borrower's business;

                                                                     
<PAGE>

                                                                   Exh. 4.1
               (xi)     the Account Debtor is a resident or citizen of, and
     is located within, the United States of America;

               (xii)    it is not an Account with respect to which the
     Account Debtor's obligation to pay is conditional upon the Account
     Debtor's approval of the Goods or services or is otherwise subject to
     any repurchase obligation or return right, as with sales made on a
     bill-and-hold, guaranteed sale, sale on approval, sale or return or
     consignment basis;

               (xiii)   it is not an Account (A) with respect to which any
     representation or warranty contained in this Agreement is untrue or
     (B) which violates any of the covenants of Borrower contained in this
     Agreement;

               (xiv)    it is not an Account which, when added to a
     particular Account Debtor's other indebtedness to Borrower, exceeds a
     credit limit determined by Bank in its sole discretion for that
     Account Debtor (except that Accounts excluded from Eligible Accounts
     solely by reason of this subparagraph 1(d)(xiv) shall be Eligible
     Accounts to the extent of such credit limit); and

               (xv)     it is not an Account with respect to which the
     prospect of payment or performance by the Account Debtor is or will be
     impaired, as determined by Bank in its sole discretion.

          (e)  "ELIGIBLE INVENTORY" shall mean Inventory of Borrower which is
acceptable to Bank in its sole discretion for lending purposes.  Without
limiting Bank's discretion, Bank shall, in general, consider Inventory to be
Eligible Inventory if it meets, and so long as it continues to meet, the
following requirements:

               (i)      it is owned by Borrower, Borrower has the right to
     subject it to a security interest in favor of Bank and it is subject to a
     first priority perfected security interest in favor of Bank and to no other
     claim, lien, security interest or encumbrance whatsoever, other than
     Permitted Liens;

               (ii)     it is located on the premises listed on Exhibit B
     and is not in transit;

               (iii)    if held for sale or lease or furnishing under
     contracts of service, it is (except as Bank may otherwise consent in
     writing) new and unused and free from defects which would, in Bank's
     sole determination, affect its market value;

               (iv)     it is not stored with a bailee, consignee,
     warehouseman, processor or similar party unless Bank has given its
     prior written approval and Borrower has caused any such bailee,
     consignee, warehouseman, processor or similar party to issue and
     deliver to Bank, in form and substance acceptable to Bank, such UCC
     financing statements, warehouse receipts, waivers and other documents
     as Bank shall require;

<PAGE>

                                                                     
                                                                   Exh. 4.1
               (v)      Bank has determined in accordance with Bank's
     customary business practices that it is not unacceptable due to age,
     type, category or quantity; and

               (vi)     it is not Inventory (A) with respect to which any
     of the representations and warranties contained in this Agreement are
     untrue or (B) which violates any of the covenants of Borrower
     contained in this Agreement.

          (f)  "EVENT OF DEFAULT" shall have the meaning specified in paragraph
12 hereof.

          (g)  "EXHIBIT A" shall mean the exhibit entitled Exhibit A - Special
Provisions which is attached hereto and made a part hereof.

          (h)  "EXHIBIT B" shall mean the exhibit entitled Exhibit B - Business
and Collateral Locations which is attached hereto and made a part hereof.

          (i)  "INDEMNIFIED PARTY" shall have the meaning specified in paragraph
14 hereof.

          (j)  "LETTER OF CREDIT" or "LETTERS OF CREDIT" shall mean any standby
or documentary letter of credit issued by Bank on behalf of Borrower.

          (k)  "LIABILITIES" shall mean any and all obligations, liabilities and
indebtedness of Borrower to Bank or to any parent, affiliate or subsidiary of
Bank of any and every kind and nature, howsoever created, arising or evidenced
and howsoever owned, held or acquired, whether now or hereafter existing,
whether now due or to become due, whether primary, secondary, direct, indirect,
absolute, contingent or otherwise (including, without limitation, obligations of
performance), whether several, joint or joint and several, and whether arising
or existing under written or oral agreement or by operation of law.

          (l)  "LOAN" or "LOANS" shall mean all advances made by Bank to
Borrower pursuant to paragraph 2 hereof and all other loans, advances and
financial accommodations made by Bank to or on behalf of Borrower hereunder.

          (m)  "LOAN LIMIT" shall have the meaning specified in paragraph 1 of
Exhibit A.

          (n)  "LOCK BOX" and "LOCK BOX ACCOUNT" shall have the meanings
specified in paragraph 7 hereof.

          (o)  "OBLIGOR" shall mean Borrower and each Person who is or shall
become primarily or secondarily liable for any of the Liabilities.

          (p)  "ORIGINAL TERM" shall have the meaning specified in paragraph 9
hereof.

          (q)  "OTHER AGREEMENTS" shall mean all agreements, instruments and
documents, other than this Agreement, including, without limitation, guaranties,
mortgages, trust deeds, pledges, powers of attorney, consents, assignments,
contracts, notices, security agreements, leases, financing statements and all
other writings heretofore, now or from time to time hereafter executed by or on

<PAGE>
                                                                     
                                                                   Exh. 4.1
behalf of Borrower or any other Person and delivered to Bank or to any parent,
affiliate or subsidiary of Bank in connection with the Liabilities or the
transactions contemplated hereby.

          (r)  "PARENT" shall mean any Person now or at any time or times
hereafter owning or controlling (alone or with any other Person) at least a
majority of the issued and outstanding stock of Borrower.

          (s)  "PERMITTED LIENS" shall mean (i) statutory liens of landlord's,
carriers, warehousemen, mechanics, materialmen or suppliers incurred in the
ordinary course of business and securing amounts not yet due or declared to be
due by the claimant thereunder, (ii) liens or security interests in favor of
Bank, (iii) zoning restrictions and easements, licenses, covenants and other
restrictions affecting the use of real property that do not individually or in
the aggregate have a material adverse effect on Borrower's ability to use such
real property for its intended purpose in connection with Borrower's business,
and (iv) liens specifically permitted by Bank in writing.

          (t)  "PERSON" shall mean any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated organization, association,
corporation, institution, entity, party or foreign or United States government
(whether federal, state, county, city, municipal or otherwise), including,
without limitation, any instrumentality, division, agency, body or department
thereof.

          (u)  "RENEWAL TERM" shall have the meaning specified in paragraph 9
hereof.

          (v)  "SUBSIDIARY" shall mean any corporation of which more than fifty
percent (50%) of the outstanding capital stock having ordinary voting power to
elect a majority of the board of directors of such corporation (irrespective of
whether at the time stock of any other class of such corporation shall have or
might have voting power by reason of the happening of any contingency) is at the
time, directly or indirectly, owned by Borrower or by any partnership or joint
venture of which more than fifty percent (50%) of the outstanding equity
interests are at the time, directly or indirectly, owned by Borrower.

          (w)  "TANGIBLE NET WORTH" shall have the meaning specified in
subparagraph 11(o) hereof.

          2.   LOANS.  Subject to the terms and conditions of this Agreement
(including Exhibit A) and the Other Agreements, during the Original Term and any
Renewal Term, Bank may, in its sole discretion, make such Loans to Borrower as
Borrower shall from time to time request.  The aggregate unpaid principal of all
Loans outstanding at any one time shall not exceed the Loan Limit set forth in
Exhibit A and shall bear interest at the rates set forth in Exhibit A.  ALL
LOANS SHALL BE REPAID BY BORROWER UPON DEMAND BY BANK.  Prior to Bank making
such demand, Loans shall be repaid as provided elsewhere in this Agreement.  If
at any time the outstanding principal balance of the Loans exceeds the Loan
Limit, or any portion of the Loans exceeds any applicable sublimit set forth in
Exhibit A, Borrower shall immediately, and without the necessity of a demand by
Bank, pay to Bank such amount as may be necessary to eliminate such excess and
Bank shall apply such payment to the Liabilities in such order as Bank shall
determine in its sole discretion.  Borrower hereby authorizes Bank, in its sole
discretion, to charge any of Borrower's accounts to make any payments of
principal, interest or fees required by this Agreement.  All Loans shall, in
Bank's sole discretion, be evidenced by one or more promissory notes in form and
substance satisfactory to Bank.

<PAGE>

                                                                     
                                                                   Exh. 4.1
However, if such Loans are not so evidenced, such Loans may be evidenced solely
by entries upon the books and records maintained by Bank.

          3.   FEES AND CHARGES.  Borrower shall pay to Bank, in addition to all
other amounts payable hereunder, the fees and charges set forth in Exhibit A.
It is the intent of the parties that the rate of interest and the other charges
to Borrower under this Agreement shall be lawful; therefore, if for any reason
the interest or other charges payable under this Agreement are found by a court
of competent jurisdiction, in a final determination, to exceed the limit which
Bank may lawfully charge Borrower, then the obligation to pay interest and other
charges shall automatically be reduced to such limit and, if any amount in
excess of such limit shall have been paid, then such amount shall be refunded to
Borrower.

          4.   GRANT OF SECURITY INTEREST TO BANK.  As security for the payment
of all Loans now or in the future made by Bank to Borrower hereunder and for the
payment or other satisfaction of all other Liabilities, Borrower hereby assigns
to Bank and grants to Bank a continuing security interest in the following
property of Borrower, whether now or hereafter owned, existing, acquired or
arising and wherever now or hereafter located:  (a) all Accounts (whether or not
Eligible Accounts) and all Goods whose sale, lease or other disposition by
Borrower has given rise to Accounts and have been returned to, or repossessed or
stopped in transit by, Borrower; (b) all Chattel Paper, Instruments, Documents
and General Intangibles (including, without limitation, all patents, patent
applications, trademarks, trademark applications, tradenames, trade secrets,
goodwill, copyrights, registrations, licenses, franchises, customer lists, tax
refund claims, claims against carriers and shippers, guarantee claims, contracts
rights, security interests, security deposits and any rights to
indemnification); (c) all Inventory (whether or not Eligible Inventory); (d) all
Goods (other than Inventory), including, without limitation, Equipment, vehicles
and fixtures; (e) all deposits and cash; (f) any other property of Borrower now
or hereafter in the possession, custody or control of Bank or any agent or any
parent, affiliate or subsidiary of Bank or any participant with Bank in the
Loans for any purpose (whether for safekeeping, deposit, collection, custody,
pledge, transmission or otherwise); and (g) all additions and accessions to,
substitutions for, and replacements, products and proceeds of the foregoing
property, including, without limitation, proceeds of all insurance policies
insuring the foregoing property, and all of Borrower's books and records
relating to any of the foregoing and to Borrower's business.

          5.   PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS
THEREIN.  Borrower shall, at Bank's request, at any time and from time to time,
execute and deliver to Bank such financing statements, documents and other
agreements and instruments (and pay the cost of filing or recording the same in
all public offices deemed necessary or desirable by Bank) and do such other acts
and things as Bank may deem necessary or desirable in order to establish and
maintain a valid, attached and perfected security interest in the Collateral in
favor of Bank (free and clear of all other liens, claims and rights of third
parties whatsoever, whether voluntarily or involuntarily created, except
Permitted Liens) to secure payment of the Liabilities, and in order to
facilitate the collection of the Collateral.  Borrower irrevocably hereby makes,
constitutes and appoints Bank (and all Persons designated by Bank for that
purpose) as Borrower's true and lawful attorney and agent-in-fact to execute
such financing statements, documents and other agreements and instruments and do
such other acts and things as may be necessary to preserve and perfect Bank's
security interest in the Collateral.  Borrower further agrees that a carbon,
photographic, photostatic or other reproduction of this Agreement or of a
financing statement shall be sufficient as a financing statement.

<PAGE>

                                                                     
                                                                   Exh. 4.1
          6.   POSSESSION OF COLLATERAL AND RELATED MATTERS.  Until the
commencement of a foreclosure or liquidation to realize upon the Collateral,
Borrower shall have the right, except as otherwise provided in this Agreement,
in the ordinary course of Borrower's business, to (a) sell, lease or furnish
under contracts of service any of Borrower's Inventory normally held by Borrower
for any such purpose, and (b) use and consume any raw materials, work in process
or other materials normally held by Borrower for such purpose; provided,
however, that a sale in the ordinary course of business shall not include any
transfer or sale in satisfaction, partial or complete, of a debt owed by
Borrower

          7.   COLLECTIONS.

<PAGE>

                                                                     
                                                                   Exh. 4.1
          (a)  Borrower shall direct all of its Account Debtors to make all
payments on the Accounts directly to a post office box (the "LOCK BOX")
designated by, and under the exclusive control of, Bank or another financial
institution acceptable to Bank.  Borrower shall establish an account (the "LOCK
BOX ACCOUNT") in Borrower's name with Bank or such other financial institution
acceptable to Bank, into which all payments received in the Lock Box shall be
deposited, and into which Borrower will immediately deposit all payments
received by Borrower for Inventory or services in the identical form in which
such payments were received, whether by cash or check.  If Borrower, any
Affiliate or Subsidiary, or any shareholder, officer, director, employee or
agent of Borrower or any Affiliate or Subsidiary, or any other Person acting for
or in concert with Borrower shall receive any monies, checks, notes, drafts or
other payments relating to or as proceeds of Accounts or other Collateral,
Borrower and each such Person shall receive all such items in trust for, and as
the sole and exclusive property of, Bank and, immediately upon receipt thereof,
shall remit the same (or cause the same to be remitted) in kind to the Lock Box
Account.  If the Lock Box Account is not established with Bank, the financial
institution with which the Lock Box Account is established shall acknowledge and
agree, in a manner satisfactory to Bank, that the amounts on deposit in such
Lock Box Account are the sole and exclusive property of Bank, that such
financial institution has no right to setoff against the Lock Box Account or
against any other account maintained by such financial institution into which
the contents of the Lock Box Account are transferred, and that such financial
institution shall wire, or otherwise transfer in immediately available funds in
a manner satisfactory to Bank, funds deposited in the Lock Box Account on a
daily basis as such funds are collected.  Borrower agrees that all payments made
to such Lock Box Account or otherwise received by Bank, whether in respect of
the Accounts or as proceeds of other Collateral or otherwise, will be applied on
account of the Liabilities in accordance with the terms of this Agreement.  If
the Lock Box Account is established with Bank, Borrower agrees to pay all fees,
costs and expenses which Bank incurs in connection with opening and maintaining
the Lock Box Account and depositing for collection by Bank any check or other
item of payment received by Bank on account of the Liabilities.  All of such
fees, costs and expenses shall constitute Loans hereunder, shall be payable to
Bank by Borrower upon demand, and, until paid, shall bear interest at the
highest rate then applicable to Loans hereunder.  All checks, drafts,
instruments and other items of payment or proceeds of Collateral shall be
endorsed by Borrower to Bank, and, if that endorsement of any such item shall
not be made for any reason, Bank is hereby irrevocably authorized to endorse the
same on Borrower's behalf.  For the purpose of this paragraph, Borrower
irrevocably hereby makes, constitutes and appoints Bank (and all Persons
designated by Bank for that purpose) as Borrower's true and lawful attorney and
agent-in-fact (i) to endorse Borrower's name upon said items of payment and/or
proceeds of Collateral and upon any Chattel Paper, document, instrument, invoice
or similar document or agreement relating to any Account of Borrower or goods
pertaining thereto; (ii) to take control in any manner of any item of payment or
proceeds thereof; and (iii) to have access to any lock box or postal box into
which any of Borrower's mail is deposited, and open and process all mail
addressed to Borrower and deposited therein.

          (b)  Bank may, at any time and from time to time, after the occurrence
of an Event of Default whether before or after notification to any Account
Debtor and whether before or after the maturity of any of the Liabilities, (i)
enforce collection of any of Borrower's Accounts or contract rights by suit or
otherwise; (ii) exercise all of Borrower's rights and remedies with respect to
proceedings brought to collect any Accounts; (iii) surrender, release or
exchange all or any part of any Accounts, or compromise or extend or renew for
any period (whether or not longer than the original period) any indebtedness
thereunder; (iv) sell or assign any Account of Borrower upon such terms, for
such amount and at such time or times as Bank deems advisable; (v) prepare, file
and sign Borrower's name

<PAGE>

                                                                     
                                                                   Exh. 4.1
on any proof of claim in bankruptcy or other similar document against any
Account Debtor; and (vi) do all other acts and things which are necessary, in
Bank's sole discretion, to fulfill Borrower's obligations under this Agreement
and to allow Bank to collect the Accounts.  In addition to any other provision
hereof, Bank may at any time, after the occurrence of an Event of Default, at
Borrower's expense, notify any parties obligated on any of the Accounts to make
payment directly to Bank of any amounts due or to become due thereunder.

          (c)  For purposes of calculating interest, Bank shall, within two (2)
business days after receipt by Bank at its office in Chicago, Illinois of (i)
checks and (ii) cash or other immediately available funds from collections of
items of payment and proceeds of any Collateral, apply the whole or any part of
such collections or proceeds against the Liabilities in such order as Bank shall
determine in its sole discretion.  For purposes of determining the amount of
Loans available for borrowing purposes, (i) checks and (ii) cash or other
immediately available funds from collections of items of payment and proceeds of
any Collateral shall be applied in whole or in part against the Liabilities, in
such order as Bank shall determine in its sole discretion, on the day of
receipt, subject to actual collection.

          (d)  Bank, in its sole discretion, without waiving or releasing any
obligation, liability or duty of Borrower under this Agreement or the Other
Agreements or any Event of Default, may at any time or times hereafter, but
shall not be obligated to, pay, acquire or accept an assignment of any security
interest, lien, encumbrance or claim asserted by any Person in, upon or against
the Collateral.  All sums paid by Bank in respect thereof and all costs, fees
and expenses including, without limitation, reasonable attorney fees, all court
costs and all other charges relating thereto incurred by Bank shall constitute
Loans, payable by Borrower to Bank on demand and, until paid, shall bear
interest at the highest rate then applicable to Loans hereunder.

          (e)  Immediately upon Borrower's receipt of any portion of the
Collateral evidenced by an agreement, Instrument or Document, including, without
limitation, any Chattel Paper, Borrower shall deliver the original thereof to
Bank together with an appropriate endorsement or other specific evidence of
assignment thereof to Bank (in form and substance acceptable to Bank).  If an
endorsement or assignment of any such items shall not be made for any reason,
Bank is hereby irrevocably authorized, as Borrower's attorney and agent-in-fact,
to endorse or assign the same on Borrower's behalf.

          8.   SCHEDULES AND REPORTS.

          (a)  Within ten (10) days after the close of each calendar month, and
at such other times as may be requested by Bank from time to time hereafter,
Borrower shall deliver to Bank (i) a schedule identifying each Eligible Account
together with copies of the invoices when requested by Bank (with evidence of
shipment attached) pertaining to each such Eligible Account, for the month (or
other applicable period) immediately preceding; (ii) such additional schedules,
certificates, reports and information with respect to the Collateral as Bank may
from time to time require; and (iii) an assignment of any or all items of
Collateral to Bank.  Bank, through its officers, employees or agents, shall have
the right, at any time and from time to time in Bank's name, in the name of a
nominee of Bank or in Borrower's name, to verify the validity, amount or any
other matter relating to any of Borrower's Accounts, by mail, telephone,
telegraph or otherwise.  Borrower shall reimburse Bank, on demand, for all
costs, fees and expenses incurred by Bank in this regard.

<PAGE>

                                                                     
                                                                   Exh. 4.1
          (b)  Without limiting the generality of the foregoing, Borrower shall
deliver to Bank, at least once a month (or more frequently when requested by
Bank), a report with respect to Borrower's Inventory.  Borrower shall
immediately notify Bank of any event causing loss or depreciation in value of
Borrower's Inventory (other than normal depreciation occurring in the ordinary
course of business).

          (c)  All schedules, certificates, reports, assignments and other items
delivered by Borrower to Bank hereunder shall be executed by an authorized
representative of Borrower and shall be in such form and contain such
information as Bank shall specify.


          9.   TERMINATION.  This Agreement shall be in effect from the date
hereof until May 5, 1999 (the "ORIGINAL TERM") unless (a) Bank makes demand for
repayment prior to the end of the Original Term (b) the due date of the
Liabilities is accelerated pursuant to paragraph 13 hereof; or (c) Borrower
prepays all of the Liabilities in full prior to the end of the Original Term.
Absent an Event of Default, Bank will give at least one hundred twenty days
(120) notice of its intention to demand the Loans or terminate this Agreement
prior to the end of the Original Term.  If one or more of the events specified
in clauses (a), (b) and (c) occurs, this Agreement shall terminate on the date
thereafter that the Liabilities are paid in full, provided, however, that the
security interests and liens created under this Agreement and the Other
Agreements shall survive such termination until the payment of the Liabilities
has become indefeasible.  At such time as Borrower has repaid all of the
Liabilities and this Agreement has terminated, Borrower shall deliver to Bank a
release, in form and substance satisfactory to Bank, of all obligations and
liabilities of Bank and its officers, directors, employees, agents, parents,
subsidiaries and affiliates to Borrower, and if Borrower is obtaining new
financing from another lender, Borrower shall deliver such lender's
indemnification of Bank, in form and substance satisfactory to Bank, for checks
which Bank has credited to Borrower's account, but which subsequently are
dishonored for any reason.  If, during the term of this Agreement, Borrower
prepays all or any portion of the Liabilities, and in connection therewith,
either (a) permits any security agreement, financing statement or analogous
instrument to be executed or filed with respect to the Collateral for the
benefit of someone other than Bank, or (b) creates, incurs or assumes any
liability for borrowed money (except for borrowings from Bank and borrowings
permitted pursuant to paragraph 10(g) hereof).  Borrower agrees to pay to Bank,
as a prepayment fee, in addition to the payment of all other Liabilities, an
amount equal to the product of (i) fifty percent (50%) of the average monthly
interest earned by Bank on the Loans made hereunder preceding the date of
prepayment, multiplied by (ii) the number of full and partial months remaining
from the date of prepayment to the end of the Original Term or the then current
Renewal Term, provided, that Borrower shall not be required to pay such
prepayment fee if the Liabilities are prepaid by Borrower in response to the
Bank's demand for payment of the Loans before the occurrence of an Event of
Default.

          10.  REPRESENTATIONS, WARRANTIES AND COVENANTS.  Borrower hereby
represents, warrants and covenants that:

          (a)  the financial statements delivered or to be delivered by Borrower
to Bank at or prior to the date of this Agreement and at all times subsequent
thereto accurately reflect in all material respects the financial condition of
Borrower, and there has been no material adverse change in the financial
condition, the operations or any other status of Borrower since the date of the
financial statements delivered to Bank most recently prior to the date of this
Agreement;

<PAGE>

                                                                     
                                                                   Exh. 4.1
          (b)  the office where Borrower keeps its books, records and accounts
(or copies thereof) concerning the Collateral, Borrower's principal place of
business and all of Borrower's other places of business, locations of Collateral
and post office boxes are as set forth in Exhibit B; Borrower shall promptly
(but in no event less than ten (10) days prior thereto) advise Bank in writing
of the proposed opening of any new place of business, the closing of any
existing place of business, any change in the location of Borrower's books,
records and accounts (or copies thereof) or the opening or closing of any post
office box of Borrower;

          (c)  the Collateral, including, without limitation, the Equipment
(except any part thereof which prior to the date of this Agreement Borrower
shall have advised Bank in writing consists of Collateral normally used in more
than one state) is and shall be kept, or, in the case of vehicles, based, only
at the addresses set forth on Exhibit B, and at other locations within the
continental United States of which Bank has been advised by Borrower in writing;

          (d)  if any of the Collateral consists of Goods of a type normally
used in more than one state, whether or not actually so used, Borrower shall
immediately give written notice to Bank of any use of any such Goods in any
state other than a state in which Borrower has previously advised Bank such
Goods shall be used, and such Goods shall not, unless Bank shall otherwise
consent in writing, be used outside of the continental United States;

          (e)  no security agreement, financing statement or analogous
instrument exists or shall exist with respect to any of the Collateral other
than any security agreement, financing statement or analogous instrument
evidencing security interests in favor of Bank or evidencing Permitted Liens;

          (f)  each Account or item of Inventory which Borrower shall, expressly
or by implication, request Bank to classify as an Eligible Account or as
Eligible Inventory, respectively, shall, as of the time when such request is
made, conform in all respects to the requirements of such classification as set
forth in the respective definitions of "Eligible Account" and "Eligible
Inventory" as set forth herein and as otherwise established by Bank from time to
time, and Borrower shall promptly notify Bank in writing if any such Eligible
Account or Eligible Inventory shall subsequently become ineligible;

          (g)  Borrower is and shall at all times during the Original Term or
any Renewal Term be the lawful owner of all Collateral now purportedly owned or
hereafter purportedly acquired by Borrower, free from all liens, claims,
security interests and encumbrances whatsoever, whether voluntarily or
involuntarily created and whether or not perfected, other than the Permitted
Liens;

          (h)  Borrower has the right and power and is duly authorized and
empowered to enter into, execute and deliver this Agreement and the Other
Agreements and perform its obligations hereunder and thereunder; Borrower's
execution, delivery and performance of this Agreement and the Other Agreements
does not and shall not conflict with the provisions of any statute, regulation,
ordinance or rule of law, or any agreement, contract or other document which may
now or hereafter be binding on Borrower where such conflict would have a
material adverse effect on its business, property assets, operations or
condition, financial or otherwise, and Borrower's execution, delivery and
performance of this Agreement and the Other Agreements shall not result in the
imposition of any lien or other encumbrance upon any of Borrower's property
(other than Permitted Liens) under any existing

<PAGE>

                                                                     
                                                                   Exh. 4.1
indenture, mortgage, deed of trust, loan or credit agreement or other agreement
or instrument by which Borrower or any of its property may be bound or affected;

          (i)  except as previously disclosed to Bank in writing, there are no
actions or proceedings which are pending, to the best of Borrower's knowledge,
or threatened against Borrower which might result in any material adverse change
in its financial condition or materially adversely affect the Collateral and
Borrower shall, promptly upon becoming aware of any such pending or threatened
action or proceeding, give written notice thereof to Bank;

          (j)  Borrower has obtained all licenses, authorizations, approvals and
permits the lack of which would have a material adverse effect on the operation
of its business, and Borrower is and shall remain in compliance in all material
respects with all applicable federal, state, local and foreign statutes, orders,
regulations, rules and ordinances (including, without limitation, statutes,
orders, regulations, rules and ordinances relating to taxes, employer and
employee contributions and similar items, securities, employee retirement and
welfare benefits, employee health and safety or environmental matters) the
failure to comply with which would have a material adverse effect on its
business, property, assets, operations or condition, financial or otherwise;

          (k)  all written information now, heretofore or hereafter furnished by
Borrower to Bank is and shall be true and correct as of the date with respect to
which such information was or is furnished;

          (l)  Borrower is not conducting, permitting or suffering to be
conducted, nor shall it conduct, permit or suffer to be conducted, any
activities pursuant to or in connection with which any of the Collateral is now,
or will (while any Liabilities remain outstanding) be owned by any Affiliate;
provided, however, that Borrower may enter into transactions with Affiliates for
the purchase or sale of Inventory or services in the ordinary course of business
pursuant to terms that are no less favorable to Borrower than the terms upon
which such transfers or transactions would have been made had they been made to
or with a Person that is not an Affiliate and, in connection therewith, may
transfer cash or property to Affiliates for fair value;

          (m)  Borrower's name has always been as set forth on the first page of
this Agreement and Borrower uses no tradenames or division names in the
operation of its business, except as otherwise disclosed in writing to Bank;
Borrower shall notify Bank in writing within ten (10) days of the change of its
name or the use of any tradenames or division names not previously disclosed to
Bank in writing;

          (n)  with respect to Borrower's Equipment:  (i) other than Equipment
leased by Borrower on the date hereof, Borrower has good and indefeasible and
merchantable title to and ownership of all Equipment, including, without
limitation, the Equipment described or listed on the schedule of Equipment
delivered to Bank concurrently with this Agreement; (ii) Borrower shall keep and
maintain the Equipment in good operating condition and repair and shall make all
necessary replacements thereof and renewals thereto so that the value and
operating efficiency thereof shall at all times be preserved and maintained;
(iii) Borrower shall not permit any such items to become a fixture to real
estate or an accession to other personal property; and (iv) Borrower,
immediately on demand by Bank, shall deliver to Bank any and all evidence of
ownership of, including, without limitation, certificates of title and
applications of title to, any of the Equipment;

<PAGE>

                                                                     
                                                                   Exh. 4.1
          (o)  this Agreement and the Other Agreements to which Borrower is a
party are the legal, valid and binding obligations of Borrower and are
enforceable against Borrower in accordance with their respective terms;

          (p)  Borrower is solvent, is able to pay its debts as they become due
and has capital sufficient to carry on its business, now owns property having a
value both at fair valuation and at present fair saleable value greater than the
amount required to pay its debts, and will not be rendered insolvent by the
execution and delivery of this Agreement or any of the Other Agreements or by
completion of the transactions contemplated hereunder or thereunder;

          (q)  Borrower is not now obligated, nor shall it create, incur, assume
or become obligated (directly or indirectly), for any loans or other
indebtedness for borrowed money other than the Loans, except that Borrower may
(i) borrow money from a Person other than Bank on an unsecured and subordinated
basis if a subordination agreement in favor of Bank and in form and substance
satisfactory to Bank is executed and delivered to Bank relative thereto; (ii)
maintain any present indebtedness to any Person which has been disclosed to Bank
in writing and consented to in writing by Bank; and (iii) incur unsecured
indebtedness to trade creditors in the ordinary course of Borrower's business;

          (r)  Borrower does not own any margin securities, and none of the
proceeds of the Loans hereunder shall be used for the purpose of purchasing or
carrying any margin securities or for the purpose of reducing or retiring any
indebtedness which was originally incurred to purchase any margin securities or
for any other purpose not permitted by Regulation G or Regulation U of the Board
of Governors of the Federal Reserve System as in effect from time to time;

          (s)  except as otherwise disclosed in writing to Bank, Borrower has no
Parents, Subsidiaries or divisions, nor is Borrower engaged in any joint venture
or partnership with any other Person;

          (t)  if Borrower is a corporation or partnership, Borrower is duly
organized and in good standing in its state of organization and Borrower is duly
qualified and in good standing in all states where the nature and extent of the
business transacted by it or the ownership of its assets makes such
qualification necessary; or, if Borrower is not so qualified, Borrower may cure
any such failure without losing any of its rights or affecting Bank's rights;

          (u)  Borrower is not in default under any material contract, lease or
commitment to which it is a party or by which it is bound, nor does Borrower
know of any dispute regarding any contract, lease or commitment which is
material to the continued financial success and well-being of Borrower;

          (v)  there are no controversies pending or to the best of Borrower's
knowledge threatened between Borrower and any of its employees, other than
employee grievances arising in the ordinary course of business which are not, in
the aggregate, material to the continued financial success and well-being of
Borrower, and Borrower is in compliance in all material respects with all
federal and state laws respecting employment and employment terms, conditions
and practices; and

<PAGE>

                                                                     
                                                                   Exh. 4.1
          (w)  Borrower possesses, and shall continue to possess, adequate
licenses, patents, patent applications, copyrights, service marks, trademarks,
trademark applications, tradestyles and tradenames to continue to conduct its
business as heretofore conducted by it.

Borrower represents, warrants and covenants to Bank that all representations and
warranties of Borrower contained in this Agreement (whether appearing in
paragraphs 10 or 11 hereof or elsewhere) shall be true at the time of Borrower's
execution of this Agreement, shall survive the execution, delivery and
acceptance hereof by the parties hereto and the closing of the transactions
described herein or related hereto, shall remain true until the repayment in
full of all of the Liabilities and termination of this Agreement, and shall be
remade by Borrower at the time each Loan is made pursuant to this Agreement.

          11.  ADDITIONAL COVENANTS OF BORROWER.  Until payment or satisfaction
in full of all Liabilities and termination of this Agreement, unless Borrower
obtains Bank's prior written consent waiving or modifying any of Borrower's
covenants hereunder in any specific instance, Borrower agrees as follows:

          (a)  Borrower shall at all times keep accurate and complete books,
records and accounts with respect to all of Borrower's business activities, in
accordance with sound accounting practices and generally accepted accounting
principles consistently applied, and shall keep such books, records and
accounts, and any copies thereof, only at the addresses indicated for such
purpose on Exhibit B;

          (b)  Borrower agrees to deliver to Bank the following financial
information, all of which shall be prepared in accordance with generally
accepted accounting principles consistently applied:  (i) no later than twenty
(20) days after each calendar month, copies of internally prepared financial
statements, including, without limitation, balance sheets and statements of
income, retained earnings and cash flow of Borrower, certified by the Chief
Financial Officer of Borrower; (ii) no later than forty-five (45) days after the
end of each of the first three quarters of Borrower's fiscal year a balance
sheet, operating statement and reconciliation of surplus of Borrower, which
quarterly financial statements may be unaudited but shall be certified by the
Chief Financial Officer of Borrower; and (iii) no later than ninety (90) days
after the end of each of Borrower's fiscal years, audited annual financial
statements with an unqualified certification by independent certified public
accountants selected by Borrower and reasonably satisfactory to Bank, provided,
however, that with respect to any fiscal year, in the event Borrower obtains an
extension from the SEC with respect to the filing of its 10-K Borrower may
submit such certified annual financial statements no later than one hundred
twenty (120) days after the end of such fiscal year so long as Borrower submits
a draft no later than ninety (90) days after the end of such fiscal year;

          (c)  Borrower shall promptly advise Bank in writing of any material
adverse change in the business, assets or condition, financial or otherwise, of
Borrower, the occurrence of any Event of Default hereunder or the occurrence of
any event which, if uncured, will become an Event of Default hereunder after
notice or lapse of time (or both);

          (d)  Bank, or any Persons designated by it, shall have the right, at
any time, to call at Borrower's places of business at any reasonable times, and,
without hindrance or delay, to inspect the Collateral and to inspect, audit,
check and make extracts from Borrower's books, records, journals,

<PAGE>

                                                                     
                                                                   Exh. 4.1
orders, receipts and any correspondence and other data relating to Borrower's
business, the Collateral or any transactions between the parties hereto, and
shall have the right to make such verification concerning Borrower's business as
Bank may consider reasonable under the circumstances.  Borrower shall furnish to
Bank such information relevant to Bank's rights under this Agreement as Bank
shall at any time and from time to time request.  Borrower authorizes Bank to
discuss the affairs, finances and business of Borrower with any officers,
employees or directors of Borrower or with any Affiliate or the officers,
employees or directors of any Affiliate, and to discuss the financial condition
of Borrower with Borrower's independent public accountants.  Any such
discussions shall be without liability to Bank or to Borrower's independent
public accountants.  Borrower shall pay to Bank all customary fees and out-of-
pocket expenses incurred by Bank in the exercise of its rights hereunder, and
all of such fees and expenses shall constitute Loans hereunder, shall be payable
on demand and, until paid, shall bear interest at the highest rate then
applicable to Loans hereunder;

          (e)  Borrower shall:

               (i)   keep the Collateral properly housed and  insured for
     the full insurable value thereof against loss or damage by fire,
     theft, explosion, sprinklers, collision (in the case of motor
     vehicles) and such other risks as are customarily insured against by
     Persons engaged in businesses similar to that of Borrower, with such
     companies, in such amounts and under policies in such form as shall be
     satisfactory to Bank.  Original (or certified) copies of such policies
     of insurance have been or shall be delivered to Bank within fifteen
     (15) days after the date hereof, together with evidence of payment of
     all premiums therefor, and shall contain an endorsement, in form and
     substance acceptable to Bank, showing loss under such insurance
     policies payable to Bank.  Such endorsement, or an independent
     instrument furnished to Bank, shall provide that the insurance company
     shall give Bank at least thirty (30) days written notice before any
     such policy of insurance is altered or canceled and that no act,
     whether willful or negligent, or default of Borrower or any other
     Person shall affect the right of Bank to recover under such policy of
     insurance in case of loss or damage.  In addition, Borrower shall
     cause to be executed and delivered to Bank an assignment of proceeds
     of its business interruption insurance policies.  Borrower hereby
     directs all insurers under all policies of insurance to pay all
     proceeds payable thereunder directly to Bank.  Borrower irrevocably,
     makes, constitutes and appoints Bank (and all officers, employees or
     agents designated by Bank) as Borrower's true and lawful attorney (and
     agent-in-fact) for the purpose of making, settling and adjusting
     claims under such policies of insurance, endorsing the name of
     Borrower on any check, draft, instrument or other item of payment for
     the proceeds of such policies of insurance and making all
     determinations and decisions with respect to such policies of
     insurance; provided, that no Event of Default shall have occurred,
     Borrower may make, settle and adjust claims involving less than
     $150,000.00 in the aggregate without Bank's consent; and

               (ii)  maintain, at its expense, such public liability and
     third party property damage insurance as is customary for Persons
     engaged in businesses similar to that of Borrower with such companies
     and in such amounts, with such deductbles and under policies in such
     form as shall be satisfactory to Bank and original (or certified)
     copies of such policies have been or shall be delivered to Bank within
     fifteen (15) days after the date hereof, together with evidence of
     payment of all premiums therefor; each

<PAGE>

                                                                     
                                                                   Exh. 4.1
     such policy shall contain an endorsement showing Bank as additional insured
     thereunder and providing that the insurance company shall give Bank at
     least thirty (30) days written notice before any such policy shall be
     altered or canceled.

          If Borrower at any time or times hereafter shall fail to obtain or
maintain any of the policies of insurance required above or to pay any premium
relating thereto, then Bank, without waiving or releasing any obligation or
default by Borrower hereunder, may (but shall be under no obligation to) obtain
and maintain such policies of insurance and pay such premiums and take such
other actions with respect thereto as Bank deems advisable.  All sums disbursed
by Bank in connection with any such actions, including, without limitation,
court costs, expenses, other charges relating thereto and reasonable attorneys'
fees, shall constitute Loans hereunder, shall be payable on demand by Borrower
to Bank and, until paid, shall bear interest at the highest rate then applicable
to Loans hereunder;

          (f)  Borrower shall not use the Collateral, or any part thereof, in
any unlawful business or for any unlawful purpose or use or maintain any of the
Collateral in any manner that does or could result in material damage to the
environment or a violation of any applicable environmental laws, rules or
regulations; shall keep the Collateral in good condition, repair and order;
ordinary wear and tear excepted, shall permit Bank to examine any of the
Collateral at any time and wherever the Collateral may be located; shall not
permit the Collateral, or any part thereof, to be levied upon under execution,
attachment, distraint or other legal process; shall not sell, lease, grant a
security interest in or otherwise dispose of any of the Collateral except as
expressly permitted by this Agreement; shall not settle or adjust any Account
identified by Borrower as an Eligible Account or with respect to which the
Account Debtor is an Affiliate without the consent of Bank, provided, that
following the occurrence of an Event of Default, Borrower shall not settle or
adjust any Account without the consent of Bank; and shall not secrete or abandon
any of the Collateral, or remove or permit removal of any of the Collateral from
any of the locations listed on Exhibit B or in any written notice to Bank
pursuant to subparagraph 10(b) hereof, except for the removal of Inventory sold
in the ordinary course of Borrower's business as permitted herein;

          (g)  all monies and other property obtained by Borrower from Bank
pursuant to this Agreement will be used solely for business purposes of
Borrower;

          (h)  Borrower shall, at the request of Bank, indicate on its records
concerning the Collateral a notation, in form satisfactory to Bank, of the
security interest of Bank hereunder;

          (i)  Borrower shall file all required tax returns and pay all of its
taxes when due, subject to any extensions granted by the applicable taxing
authority, including, without limitation, taxes imposed by federal, state or
municipal agencies, and shall cause any liens for taxes to be promptly released;
provided, that Borrower shall have the right to contest the payment of such
taxes in good faith by appropriate proceedings so long as (i) the amount so
contested is shown on Borrower's financial statements, (ii) the contesting of
any such payment does not give rise to a lien for taxes, (iii) Borrower keeps on
deposit with Bank (such deposit to be held without interest) an amount of money
which, in the sole judgment of Bank, is sufficient to pay such taxes and any
interest or penalties that may accrue thereon, or the Borrower maintains
adequate reserves on its balance sheet in accordance with generally accepted
accounting principles, and (iv) if Borrower fails to prosecute such contest with
reasonable diligence, Bank may apply the money so deposited in payment of such
taxes.  If Borrower

<PAGE>

                                                                     
                                                                   Exh. 4.1
fails to pay any such taxes and in the absence of any such contest by Borrower,
Bank may (but shall be under no obligation to) advance and pay any sums required
to pay any such taxes and/or to secure the release of any lien therefor, and any
sums so advanced by Bank shall constitute Loans hereunder, shall be payable by
Borrower to Bank on demand, and, until paid, shall bear interest at the highest
rate then applicable to Loans hereunder;

          (j)  Borrower shall not assume, guarantee or endorse, or otherwise
become liable in connection with, the obligations of any Person, except by
endorsement of instruments for deposit or collection or similar transactions in
the ordinary course of business;

          (k)  Borrower shall not (i) enter into any merger or consolidation
(ii) sell, lease or otherwise dispose of all or substantially all of its assets,
(iii) purchase all or substantially all of the assets of any Person or division
of such Person, or (iv) enter into any other transaction outside the ordinary
course of Borrower's business, including, without limitation, any purchase,
redemption or retirement of any shares of any class of its stock, and any
issuance of any shares of, or warrants or other rights to receive or purchase
any shares of, any class of its stock;

          (l)  Borrower shall not declare or pay any dividend or other
distribution (whether in cash or in kind) on any class of its stock (if Borrower
is a corporation) or on account of any equity interest in Borrower (if Borrower
is a partnership or other type of entity);

          (m)  Borrower shall not purchase or otherwise acquire, or contract to
purchase or otherwise acquire, the obligations or stock of any Person, other
than direct obligations of the United States;

          (n)  Borrower shall not amend its organizational documents or change
its fiscal year or enter into a new line of business materially different from
Borrower's current business;

          (o)  Borrower's Tangible Net Worth shall not at any time be less than
that shown on the financial statement most recently presented to Bank prior to
the date hereof; "TANGIBLE NET WORTH" being defined for purposes of this
subparagraph as Borrower's shareholders' equity (including retained earnings)
LESS the book value of all intangible assets as determined solely by Bank on a
consistent basis PLUS the amount of any LIFO reserve plus the amount of any debt
subordinated to Bank, all as determined under generally accepted accounting
principles applied on a basis consistent with the aforesaid financial statement
except as set forth herein;

          (p)  Borrower shall reimburse Bank for all costs and expenses,
including, without limitation, legal expenses and reasonable attorneys' fees,
incurred by Bank in connection with (i) documentation and consummation of this
transaction and any other transactions between Borrower and Bank, including,
without limitation, Uniform Commercial Code and other public record searches,
lien filings, Federal Express or similar express or messenger delivery,
appraisal costs, surveys, title insurance and environmental audit or review
costs, (ii) collection, protection or enforcement any rights in or to the
Collateral, (iii) collection of any Liabilities and (iv) administration and
enforcement of any of Bank's rights under this Agreement.  Borrower shall also
pay all normal service charges with respect to all accounts maintained by
Borrower with Bank and any additional services requested by Borrower from Bank.
All such costs, expenses and charges shall constitute Loans hereunder, shall be
payable by

<PAGE>

                                                                     
                                                                   Exh. 4.1
Borrower to Bank on demand, and, until paid, shall bear interest at the highest
rate then applicable to Loans hereunder;

          12.  DEFAULT.  The occurrence of any one or more of the following
events shall constitute an "EVENT OF DEFAULT" by Borrower hereunder:

          (a)  the failure of any Obligor to pay when due, declared due, or
demanded by Bank, any of the Liabilities;

          (b)  the failure of any Obligor to perform, keep or observe any of the
covenants, conditions, promises, agreements or obligations of such Obligor under
this Agreement or any of the Other Agreements; provided that any such failure by
Borrower under this Agreement shall not constitute an Event of Default hereunder
until the tenth (10th) day following written notice hereof.  Bank agrees to
endeavor to provide a copy of such notice of default to the law firm of Smith,
Gambrell & Russell by mail at the mailing address of 1230 Peachtree Street NE,
Suite 3100, Atlanta, Georgia 30309-3592 , or by facsmilie transmission at
facsimile number (404) 264-2652.  Failure of Bank to provide such copy of notice
of default shall not impair Bank's rights hereunder;

          (c)  the failure of any Obligor to perform, keep or observe any of the
covenants, conditions, promises, agreements or obligations of such Obligor under
any other agreement with any Person if such failure may have a material adverse
effect on such Obligor's business, property, assets, operations or condition,
financial or otherwise;

          (d)  the making or furnishing by any Obligor to Bank of any
representation, warranty, certificate, schedule, report or other communication
within or in connection with this Agreement or the Other Agreements or in
connection with any other agreement between such Obligor and Bank, which is
untrue or misleading in any respect;

          (e)  the loss, theft, damage or destruction of any of the Collateral
in an amount in excess of $50,000.00 in the aggregate for all such events during
any year of the Original Term or any Renewal Term determined by Bank in its sole
discretion, or (except as permitted hereby) sale, lease or furnishing under a
contract of service of, any of the Collateral;

          (f)  the creation (whether voluntary or involuntary) of, or any
attempt to create, any lien or other encumbrance upon any of the Collateral,
other than the Permitted Liens, or the making or any attempt to make any levy,
seizure or attachment thereof;

          (g)  the commencement of any proceedings in bankruptcy by or against
any Obligor or for the liquidation or reorganization of any Obligor, or alleging
that such Obligor is insolvent or unable to pay its debts as they mature, or for
the readjustment or arrangement of any Obligor's debts, whether under the United
States Bankruptcy Code or under any other law, whether state or federal, now or
hereafter existing for the relief of debtors, or the commencement of any
analogous statutory or non-statutory proceedings involving any Obligor;
provided, however, that if such commencement of proceedings against such Obligor
is involuntary, such action shall not constitute an Event of Default unless such
proceedings are not dismissed within thirty (30) days after the commencement of
such proceedings;

<PAGE>

                                                                     
                                                                   Exh. 4.1
          (h)  the appointment of a receiver or trustee for any Obligor, for any
of the Collateral or for any substantial part of any Obligor's assets or the
institution of any proceedings for the dissolution, or the full or partial
liquidation, or the merger or consolidation, of any Obligor which is a
corporation or a partnership; provided, however, that if such appointment or
commencement of proceedings against such Obligor is involuntary, such action
shall not constitute an Event of Default unless such appointment is not revoked
or such proceedings are not dismissed within thirty (30) days after the
commencement of such proceedings;

          (i)  the entry of any judgment or order against any Obligor which
remains unsatisfied or undischarged and in effect for thirty (30) days after
such entry without a stay of enforcement or execution; to the extent such
judgments exceed $50,000.00 outstanding at any time;

          (j)  the death of any Obligor who is a natural Person, or of any
partner of any Obligor which is a partnership, or the dissolution of any Obligor
which is a partnership or corporation;

          (k)  the occurrence of an event of default under, or the revocation or
termination of, any agreement, instrument or document executed and delivered by
any Person to Bank pursuant to which such Person has guaranteed to Bank the
payment of all or any of the Liabilities or has granted Bank a security interest
in or lien upon some or all of such Person's real and/or personal property to
secure the payment of all or any of the Liabilities;

          (l)  the institution in any court of a criminal proceeding for which
the possibility of a forfeiture of assets exists against any Obligor, or the
indictment of any Obligor for any crime; other than traffic and boating tickets
and misdemeanors not punishable by jail terms; and

          (m)  Bank shall reasonably feel insecure for any material reason
whatsoever, including, without limitation, fear of removal or waste of the
Collateral, or any part thereof.

          13.  REMEDIES UPON AN EVENT OF DEFAULT.

          (a)  Upon the occurrence of an Event of Default described in
subparagraph 12(g) hereof, all of Borrower's Liabilities shall immediately and
automatically become due and payable, without notice of any kind.  Upon the
occurrence of any other Event of Default, all Liabilities may, at the option of
Bank, and without demand, notice or legal process of any kind, be declared, and
immediately shall become, due and payable.

          (b)  Upon the occurrence of an Event of Default, Bank may exercise
from time to time any rights and remedies available to it under the Uniform
Commercial Code and any other applicable law in addition to, and not in lieu of,
any rights and remedies expressly granted in this Agreement or in any of the
Other Agreements and all of Bank's rights and remedies shall be cumulative and
non-exclusive to the extent permitted by law.  In particular, but not by way of
limitation of the foregoing, Bank may, without notice, demand or legal process
of any kind, take possession of any or all of the Collateral (in addition to
Collateral of which it already has possession), wherever it may be found, and
for that purpose may pursue the same wherever it may be found, and may enter
into any of Borrower's premises where any of the Collateral may be, and search
for, take possession of, remove, keep and store any of the Collateral until the
same shall be sold or otherwise disposed of, and Bank shall have the right to
store the same at any of Borrower's premises without cost to Bank.  At Bank's

<PAGE>

                                                                     
                                                                   Exh. 4.1
request, Borrower shall, at Borrower's expense, assemble the Collateral and make
it available to Bank at one or more places to be designated by Bank and
reasonably convenient to Bank and Borrower.  Borrower recognizes that if
Borrower fails to perform, observe or discharge any of its Liabilities under
this Agreement or the Other Agreements, no remedy at law will provide adequate
relief to Bank, and agrees that Bank shall be entitled to temporary and
permanent injunctive relief in any such case without the necessity of proving
actual damages.  Any notification of intended disposition of any of the
Collateral required by law will be deemed reasonably and properly given if given
at least five (5) calendar days before such disposition.  Any proceeds of any
disposition by Bank of any of the Collateral may be applied by Bank to the
payment of expenses in connection with the Collateral, including, without
limitation, legal expenses and reasonable attorneys' fees, and any balance of
such proceeds may be applied by Bank toward the payment of such of the
Liabilities, and in such order of application, as Bank may from time to time
elect.

          14.  INDEMNIFICATION.  Borrower agrees to defend (with counsel
satisfactory to Bank), protect, indemnify and hold harmless Bank, each affiliate
or subsidiary of Bank, and each of their respective officers, directors,
employees, attorneys and agents (each an "INDEMNIFIED PARTY") from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, expenses and disbursements of any kind or
nature (including, without limitation, the disbursements and the reasonable fees
of counsel for each Indemnified Party in connection with any investigative,
administrative or judicial proceeding, whether or not the Indemnified Party
shall be designated a party thereto), which may be imposed on, incurred by, or
asserted against, any Indemnified Party (whether direct, indirect or
consequential and whether based on any federal, state or local laws or
regulations, including, without limitation, securities, environmental and
commercial laws and regulations, under common law or in equity, or based on
contract or otherwise) in any manner relating to or arising out of this
Agreement or any Other Agreement, or any act, event or transaction related or
attendant thereto, the making or issuance and the management of the Loans or any
Letters of Credit or the use or intended use of the proceeds of the Loans or any
Letters of Credit; provided, however, that Borrower shall not have any
obligation hereunder to any Indemnified Party with respect to matters caused by
or resulting from the willful misconduct or gross negligence of such Indemnified
Party.  To the extent that the undertaking to indemnify set forth in the
preceding sentence may be unenforceable because it is violative of any law or
public policy, Borrower shall satisfy such undertaking to the maximum extent
permitted by applicable law.  Any liability, obligation, loss, damage, penalty,
cost or expense covered by this indemnity shall be paid to each Indemnified
Party on demand, and, failing prompt payment, shall, together with interest
thereon at the highest rate then applicable to Loans hereunder from the date
incurred by each Indemnified Party until paid by Borrower, be added to the
Liabilities of Borrower and be secured by the Collateral.  The provisions of
this paragraph 14 shall survive the satisfaction and payment of the other
Liabilities and the termination of this Agreement.

          15.  NOTICE.  All written notices and other written communications
with respect to this Agreement shall be sent by ordinary, certified or overnight
mail, by telecopy or delivered in person, and in the case of Bank shall be sent
to it at LaSalle and Monroe Streets, Chicago, Illinois 60674, Attention:  Asset
Based Lending Division, and in the case of Borrower shall be sent to it at its
principal place of business set forth on the first page of this Agreement.

          16.  CHOICE OF GOVERNING LAW; CONSTRUCTION; FORUM SELECTION.  This
Agreement and the Other Agreements are submitted by Borrower to Bank for

<PAGE>

                                                                     
                                                                   Exh. 4.1
Bank's acceptance or rejection at Bank's principal place of business as an offer
by Borrower to borrow monies from Bank now and from time to time hereafter, and
shall not be binding upon Bank or become effective until accepted by Bank, in
writing, at said place of business.  If so accepted by Bank, this Agreement and
the Other Agreements shall be deemed to have been made at said place of
business.  THIS AGREEMENT AND THE OTHER AGREEMENTS SHALL BE GOVERNED AND
CONTROLLED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS AS TO INTERPRETATION,
ENFORCEMENT, VALIDITY, CONSTRUCTION, EFFECT AND IN ALL OTHER RESPECTS,
INCLUDING, WITHOUT LIMITATION, THE LEGALITY OF THE INTEREST RATE AND OTHER
CHARGES, BUT EXCLUDING PERFECTION OF THE SECURITY INTERESTS IN COLLATERAL
LOCATED OUTSIDE OF THE STATE OF ILLINOIS, WHICH SHALL BE GOVERNED AND CONTROLLED
BY THE LAWS OF THE RELEVANT JURISDICTION IN WHICH SUCH COLLATERAL IS LOCATED.
If any provision of this Agreement shall be held to be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or remaining provisions of this Agreement.

     To induce Bank to accept this Agreement, Borrower irrevocably agrees that,
subject to Bank's sole and absolute election, ALL ACTIONS OR PROCEEDINGS IN ANY
WAY, MANNER OR RESPECT ARISING OUT OF OR FROM OR RELATED TO THIS AGREEMENT, THE
OTHER AGREEMENTS OR THE COLLATERAL SHALL BE LITIGATED IN COURTS HAVING SITUS
WITHIN THE CITY OF CHICAGO, STATE OF ILLINOIS.  BORROWER HEREBY CONSENTS AND
SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURTS LOCATED WITHIN
SAID CITY AND STATE.  Borrower hereby irrevocably appoints and designates the
Secretary of State of Illinois, whose address is Springfield, Illinois (or any
other person having and maintaining a place of business in such state whom
Borrower may from time to time hereafter designate upon ten (10) days written
notice to Bank and who Bank has agreed in its sole discretion in writing is
satisfactory and who has executed an agreement in form and substance
satisfactory to Bank agreeing to act as such attorney and agent), as Borrower's
true and lawful attorney and duly authorized agent for acceptance of service of
legal process.  Borrower agrees that service of such process upon such person
shall constitute personal service of such process upon Borrower.  Bank agrees to
endeavor to provide a copy of such process to the law firm of Smith, Gambrell &
Russell by mail at the mailing address of 1230 Peachtree Street NE, Suite 3100,
Atlanta, Georgia 30309-3592 or by facsimile transmission at facsimile number
(404) 264-2652.  Failure of Bank to provide a copy of such process shall not
impair Bank's rights hereunder.  BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO
TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST BORROWER BY BANK
IN ACCORDANCE WITH THIS PARAGRAPH.

          17.  MODIFICATION AND BENEFIT OF AGREEMENT.  This Agreement and the
Other Agreements may not be modified, altered or amended except by an agreement
in writing signed by Borrower and Bank.  Borrower may not sell, assign or
transfer this Agreement or the Other Agreements or any portion thereof,
including, without limitation, Borrower's rights, titles, interest, remedies,
powers or duties hereunder and thereunder.  Borrower hereby consents to Bank's
sale, assignment, transfer or other disposition, at any time and from time to
time hereafter, of this Agreement or the Other Agreements, or of any portion
thereof, or participations therein, including, without limitation, Bank's
rights, titles, interest, remedies, powers and/or duties and agrees that it
shall

<PAGE>

                                                                     
                                                                   Exh. 4.1
execute and deliver such documents as Bank may request in connection with any
such sale, assignment, transfer or other disposition.

          18.  HEADINGS OF SUBDIVISIONS.  The headings of subdivisions in this
Agreement are for convenience of reference only, and shall not govern the
interpretation of any of the provisions of this Agreement.

          19.  POWER OF ATTORNEY.  Borrower acknowledges and agrees that its
appointment of Bank as its attorney and agent-in-fact for the purposes specified
in this Agreement is an appointment coupled with an interest and shall be
irrevocable until all of the Liabilities are paid in full and this Agreement is
terminated.

          20.  WAIVER OF JURY TRIAL; OTHER WAIVERS.

          (a)  BORROWER AND BANK EACH HEREBY WAIVE ALL RIGHTS TO TRIAL BY JURY
IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS
AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY
ALLEGED TORTIOUS CONDUCT BY BORROWER OR BANK OR WHICH, IN ANY WAY, DIRECTLY OR
INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP BETWEEN BORROWER AND
BANK.  IN NO EVENT SHALL BANK BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL OR
CONSEQUENTIAL DAMAGES.

          (b)  Borrower hereby waives demand, presentment, protest and notice of
nonpayment, and further waives the benefit of all valuation, appraisal and
exemption laws.

          (c)  BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY
KIND PRIOR TO THE EXERCISE BY BANK OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF
BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH
COLLATERAL WITHOUT PRIOR NOTICE OR HEARING;  provided that in the event that
Bank seeks to enforce its rights hereunder by judicial process, Bank shall
provide Borrower with such notices as are required by law..

          (d)  Bank's failure, at any time or times hereafter, to require strict
performance by Borrower of any provision of this Agreement or any of the Other
Agreements shall not waive, affect or diminish any right of Bank thereafter to
demand strict compliance and performance therewith.  Any suspension or waiver by
Bank of an Event of Default under this Agreement or any default under any of the
Other Agreements shall not suspend, waive or affect any other Event of Default
under this Agreement or any other default under any of the Other Agreements,
whether the same is prior or subsequent thereto and whether of the same or of a
different kind or character.  No delay on the part of Bank in the exercise of
any right or remedy under this Agreement or any Other Agreement shall preclude
other or further exercise thereof or the exercise of any right or remedy.  None
of the undertakings, agreements, warranties, covenants and representations of
Borrower contained in this Agreement or any of the Other Agreements and no Event
of Default under this Agreement or default under any of the Other Agreements
shall be deemed to have been suspended or waived by Bank unless such suspension
or waiver is in writing, signed by a duly authorized officer of Bank and
directed to Borrower specifying such suspension or waiver.

<PAGE>

                                                                     
                                                                   Exh. 4.1
     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the5th day of June, 1996.


WEGENER COMMUNICATIONS, INC.            LASALLE NATIONAL BANK


By   C. Troy Woodbury,Jr.               By
  --------------------------------        ---------------------------------
 Title  Exec. V.P. & COO                 Title
       ---------------------------            -----------------------------

       and


By   James Traicoff
  --------------------------------
 Title  Assistant Secretary
      ---------------------------

<PAGE>

                                                                     

                  EXHIBIT B - BUSINESS AND COLLATERAL LOCATIONS


Attached to and made a part of that certain Loan and Security Agreement of even
date herewith betweenWegener Communications, Inc. ("BORROWER") and LASALLE
NATIONAL BANK ("BANK").


A.   Borrower's Business Locations (please indicate which location is the
principal place of business and at which locations originals and all copies of
Borrower's books, records and accounts are kept).

     1.   11350 Technology Circle
          Duluth, Georgia 30155



     2.



     3.





B.   Other locations of Collateral (including, without limitation, warehouse
locations, processing locations, consignment locations) and all post office
boxes of Borrower.  Please indicate the relationship of such location to
Borrower (i.e. public warehouse, processor, etc.).

     1.   3400 Corporate Way
          Suite D & E, Building B
          Duluth, Georgia 30136



     2.   C/O Clover Electronics
          136 Hillwood Circle
          Newnan, Georgia 30264



     3.   3496 Highway 141
          Suwanee, Georgia 30174

<PAGE>

                                                                    Exh. 4.1

                          EXHIBIT A-SPECIAL PROVISIONS

Attached to and made a part of that certain Loan and Security Agreement of even
date herewith between WEGENER COMMUNICATIONS, INC. (" Borrower ") and LASALLE
NATIONAL BANK (" Bank ").


CREDIT TERMS


(1)  LOAN LIMIT:  Bank may, in its sole discretion, advance an amount up to the
     sum of the following sublimits (the "Loan Limit"):

     (A)  Subject to subparagraph (4)(a) of this Exhibit A, up to eighty percent
          (80%) of the face amount (less maximum discounts, credits and
          allowances which may be taken by or granted to Account Debtors in
          connection therewith) of Borrower's Eligible Accounts; PLUS

     (B)  Subject to subparagraph (4)(b) of this Exhibit A, up to eighty percent
          (80%) of the face amount (less maximum discounts, credits and
          allowances which may be taken by or granted to Account Debtors in
          connection therewith) of Borrower's Eligible Accounts or Five Hundred
          Thousand and No/100 Dollars ($500,000.00), whichever is less; PLUS

     (C)  Subject to subparagraph (5)(a) of this Exhibit A, up to twenty percent
          (20%) of the lower of the cost or market value of Borrower's Eligible
          Inventory; PLUS

     (D)  Subject to subparagraph (5)(b) of this Exhibit A, up to twenty percent
          (20%) of the lower of the cost or market value of Borrower's Eligible
          Inventory; PLUS

     (E)  Subject to subparagraph (5)(c) of this Exhibit A, up to forty percent
          (40%) of the lower of the cost or market value of Borrower's Eligible
          Inventory; PLUS

     (F)  Subject to subparagraph (5)(d) of this Exhibit A, up to fifty percent
          (50%) of the lower of the cost or market value of Borrower's Eligible
          Inventory; PLUS

     (G)  Subject to subparagraph (2)(a) of this Exhibit A, up to eighty percent
          (80%) of the purchase price of the Equipment purchased with such
          advances (exclusive of sales taxes, delivery charges and other "soft"
          costs related to such purchases), to be used by Borrower from time to
          time to purchase new Equipment, or One Million and No/100 Dollars
          ($1,000,000.00), whichever is less; provided that, prior to any
          advance under this subparagraph, Borrower shall furnish to Bank an
          invoice and acceptance letter for the Equipment being purchased and
          shall have executed such documents and taken such other actions as
          Bank shall require to assure that Bank

<PAGE>

                                     PAGE 2

          has a first perfected security interest in such Equipment; and further
          provided, that each advance under this subparagraph shall equal or
          exceed One Hundred Thousand and No/100 Dollars ($100,000.00) and may
          be made not more frequently than quarterly; MINUS

     (H)  Such reserves as Bank elects, in its sole discretion, to establish
          from time to time;

          provided, that the aggregate amount of Loans made pursuant to
          subparagraphs (1)(c), (1)(d), (1)(e) and (1)(f) of this Exhibit A
          shall in no event exceed Two Million and No/100 Dollars
          ($2,000,000.00); and

          further provided, that the aggregate Loan Limit shall in no event
          exceed Eight Million Five Hundred Thousand and No/100 Dollars
          ($8,500,000.00), except as such amount may be increased or decreased
          by Bank, in its sole discretion, from time to time.

(2)  AVAILABILITY REDUCTIONS:

     (A)  Borrower shall repay to Bank monthly an amount sufficient (assuming a
          like payment each month) to repay the entire principal amount of each
          advance made pursuant to subparagraph (1)(g) of this Exhibit A within
          sixty (60) months following the date of such advance.  Such payments
          shall be made on the thirtieth (30th) day following the date of each
          such advance, and on the corresponding day of each month thereafter
          until the earliest to occur of (i) the date upon which each such
          advance is repaid in full, (ii) the date upon which demand for
          repayment of the Loans is made by Bank and (iii) the date upon which
          this Agreement terminates pursuant to the provisions of Paragraph 9 of
          the Agreement.

(3)  AVAILABILITY INCREASES:

     (A)  With respect to the advance rates and/or sublimits against Eligible
          Inventory referenced in subparagraphs (1)(c), (1)(d), (1)(e) and
          (1)(f) of this Exhibit A, upon Bank's receipt and review of Borrower's
          1996 certified fiscal year end financial statements and 1996 10K Bank
          will consider increasing said advance rates and/or sublimits,
          provided, however, that Bank will be under no obligation to increase
          said advance rate and/or sublimits and may decline to do so in its
          sole discretion.

<PAGE>

                                     PAGE 3

(4)  ADDITIONS AND REVISIONS TO ELIGIBLE ACCOUNTS CRITERIA:

     LIMITS ON ELIGIBLE ACCOUNTS:  Without limiting Bank's discretion to
     determine the acceptability of Accounts for lending purposes in accordance
     with subparagraph 1(d)(xii) of the Agreement:

     (A)  SPECIFIC CATEGORY ACCOUNTS: With respect to the Accounts set forth at
     subparagraph (1)(a) of this Exhibit A, such Accounts shall consist solely
     of Accounts in which the Account Debtor is a resident or citizen of and is
     located within the United States of America or is a resident or citizen of
     and is located within a foreign country and, in each case, the Account is
     payable in U.S. Dollars and with respect to Account Debtors who are
     residents or citizens of and are located within a foreign country, the
     Account is supported by a Letter of Credit which is in form and substance
     satisfactory to Bank, issued by a financial institution acceptable to Bank
     and assigned to Bank in a manner acceptable Bank.

     (B)  SPECIFIC CATEGORY ACCOUNTS: With respect to the Accounts set forth at
     subparagraph (1)(b) of this Exhibit A, such Accounts shall consist solely
     of Accounts in which the Account Debtor is a resident or citizen of and is
     located within the United States of America or is a resident or citizen of
     and is located within a foreign country and, in each case, the Account is
     payable in U.S. Dollars.


(5)  ADDITIONS TO ELIGIBLE INVENTORY CRITERIA:

     LIMITS ON ELIGIBLE INVENTORY:  Without limiting Bank's discretion to
     determine the acceptability of Inventory for lending purposes in accordance
     with subparagraph 1(e)(vi) of the Agreement:

     (A)  SPECIFIC CATEGORY INVENTORY:  With respect to the advance described in
          subparagraph (1)(c) of this Exhibit A, such Inventory shall consist
          solely of generic raw materials of electronic components, electronic
          circuit boards and fabricated sheet metal.

     (B)  SPECIFIC CATEGORY INVENTORY:  With respect to the advance described in
          subparagraph (1)(d) of this Exhibit A, such Inventory shall consist
          solely of generic portions of kits of boxes of various raw materials
          necessary to assemble a finished product.

<PAGE>

                                     PAGE 4
4
     (C)  SPECIFIC CATEGORY INVENTORY:  With respect to the advance described in
          subparagraph (1)(e) of this Exhibit A, such Inventory shall consist
          solely of distributor parts consisting mainly of Moving Pictures
          Expert Group computer chips.

     (D)  SPECIFIC CATEGORY INVENTORY:  With respect to the advance described in
          subparagraph (1)(f) of this Exhibit A, such Inventory shall consist
          solely of finished goods consisting of completed satellite
          communications equipment.

(6)  INTEREST RATE:

     (i) All Loans made pursuant to subparagraphs (1)(a), (1)(b), (1)(c),
     (1)(d), (1)(e) and (1)(f) of this Exhibit A shall bear interest at the rate
     of one-half of one percent (1/2 of 1%) per annum in excess of Bank's
     publicly announced prime rate (which is not intended to be Bank's lowest or
     most favorable rate in effect at any time) (the "Prime Rate") in effect
     from time to time; and (ii) all Loans made pursuant to subparagraph (1)(g)
     of this Exhibit A shall bear interest at the rate of one and one-half
     percent (1-1/2%) per annum in excess of the Prime Rate.  Interest shall be
     payable on the last business day of each month, in arrears.  Each rate of
     interest set forth herein shall increase or decrease with each increase or
     decrease in the Prime Rate, effective on the effective date of each such
     change in the Prime Rate.  Upon the occurrence of an Event of Default and
     the continuance thereof, each Loan shall bear interest at the rate of two
     percent (2%) per annum in excess of the interest rate otherwise payable
     thereon, which interest shall be payable on demand.  All interest shall be
     calculated upon the basis of a 360-day year.

(7)  FEES AND CHARGES:

     (A)  FACILITIES FEES:

          Borrower shall pay to Bank a facilities fee equal to one percent (1%)
          of the maximum amount of Loans available pursuant to subparagraphs
          (1)(a), (1)(b), (1)(c), (1)(d), (1)(e) and (1)(f) of this Exhibit A,
          which fee shall be fully earned by Bank and payable on the date that
          Bank makes its initial disbursement under this Agreement and on each
          anniversary of the date of this Agreement during the Original Term and
          any Renewal Term.

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                                     PAGE 5

     (B)  TRANSACTION FEE:

          Borrower shall pay to Bank a one time transaction fee equal to one
          percent (1%) of the aggregate Loan Limit, which fee shall be fully
          earned by Bank and payable on the date that Bank makes its initial
          disbursement under this Agreement.



ADDITIONS AND CHANGES TO COVENANTS

(8)  CHECKING ACCOUNT PROVISIONS:

     Borrower shall maintain its controlled disbursement account with Bank.

(9)  TANGIBLE NET WORTH:

     Notwithstanding the provisions of subparagraph 11(o) of the Agreement,
     Borrower shall at all times maintain a tangible net worth of not less than
     the Minimum Tangible Net Worth, as hereinafter defined.  From the date
     hereof through the last day of Borrower's 1996 fiscal year, Minimum
     Tangible Net Worth shall be equal to Borrower's tangible net worth as shown
     on Borrower's financial statement dated May 31, 1996 less $1,000,000.
     Commencing with the first day of the Borrower's 1997 fiscal year through
     the day prior to the last day of Borrower's 1997 fiscal year, Minimum
     Tangible Net Worth shall be equal to Borrower's tangible net worth as shown
     on Borrower's financial statement dated May 31, 1996.  Commencing with the
     last day of Borrower's 1997 fiscal year through the day prior to the last
     day of Borrower's 1998 fiscal year, Minimum Tangible Net Worth shall be
     equal to Borrower's Minimum Tangible Net Worth as shown on Borrower's
     financial statement dated May 31, 1996 plus Borrower's net profits for the
     1996 fiscal fourth quarter.  Thereafter, for each period beginning on the
     last day of Borrower's fiscal year through the day prior to the last day of
     Borrower's subsequent fiscal year, commencing with the last day of
     Borrower's 1998 fiscal year, Minimum Tangible Net Worth shall be equal to
     Minimum Tangible Net Worth as of the last day of the immediately preceding
     fiscal year plus the net profits for such preceding fiscal year.

(10) CAP ON AUDIT AND INVENTORY EXAM COSTS:

     Subsequent to Bank's initial audit, prior to the occurrence of an Event of
     Default, the amount Borrower shall be required to pay to Bank pursuant to
     subparagraph 11(d) of the

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                                     PAGE 6

     Agreement shall be the amount of Bank's out-of-pocket expenses incurred in
     the exercise by Bank of its rights thereunder.

(11) RESTRICTION OF PAYMENT OF EXPENSES OF PARENT:

     Notwithstanding anything contained in the Agreement to the contrary,
     Borrower may pay various administrative expenses of Borrower's Parent,
     Wegener Corporation, provided that: (i) such payment is permitted under all
     applicable laws (ii) no Event of Default shall have occurred prior to the
     time of, or would occur as a result of such payment and (iii) the amount of
     expenses paid does not exceed Six Hundred Thousand and No/100 Dollars
     ($600,000.00) per year.


ADDITIONS AND CHANGES TO DEFAULT PROVISIONS

(12) CHANGE OF MANAGEMENT DEFAULT:

     In addition of the Events of Default specified in Paragraph 12 of the
     Agreement, it shall be an Event of Default hereunder if Robert A. Placek
     and Troy Woodbury shall cease to be part of Senior Management of Borrower.


OTHER PROVISIONS

(13) PERMITTED LIENS:  Bank acknowledges that the liens evidenced by the
     following filed financing statements and any amendments thereto, as said
     financing statements exist as of May 21, 1996 shall constitute Permitted
     Liens:
          004165                                       . . .
     ------------------------------------------------------------------------
     ------------------------------------------------------------------------


CONDITIONS TO CLOSING

(14) ADDITIONAL CONDITIONS TO CLOSING:  Bank shall be under no obligation to
     consummate the transactions contemplated by this Agreement until each of
     the conditions listed in this Paragraph (14) has been satisfied.  Whenever
     a condition contained herein requires delivery of an agreement or other
     document to Bank, each such agreement or other document shall be in form
     and substance satisfactory to Bank in its sole discretion.

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                                     PAGE 7

     (A)  REAL PROPERTY AS COLLATERAL:

          Borrower shall convey, mortgage, assign, transfer and pledge to Bank
          that certain real property commonly known as 11350 Technology Circle,
          Duluth, Georgia  30155 and a 4.4214 acre tract which is adjacent to
          the aforesaid property (collectively, the "Properties") and, if title
          to said Properties are in a land trust, any beneficial interest
          relative thereto.  In connection therewith, Borrower shall execute
          such documentation as Bank, in its sole discretion, deems necessary,
          including, without limitation, a Mortgage and Security Agreement or
          similar instrument, Assignment of Leases and Rents, Tenant
          Subordination, Tenant and Attornment Agreement and Collateral
          Assignment of Beneficial Interest.  Borrower shall also provide Bank
          with a copy of all leases, if any, relative to said Properties.
          Borrower shall furnish Bank (i) an existing spotted plat of survey of
          the Properties, if any, prepared by a Georgia Licensed Surveyor
          setting forth: (a) all easements, rights of way and other encumbrances
          and matters of record affecting or appurtenant to the Properties; (b)
          the established building line(s) and side yard line(s), if any; (c)
          the line of the street or streets abutting the Properties or any
          portion thereof; (d) any and all encroachments (and the extent thereof
          in feet and inches) upon the Properties or any easement appurtenant
          thereto; (e) all improvements on the Properties; and (f) the area of
          the Properties; and (ii) a commitment for an ALTA Mortgagee's Policy
          of Title Insurance (the "Title Policy") issued by a title insurance
          company acceptable to Bank (the "Title Company") in such amount and
          with such exceptions and endorsements as Bank deems proper in its
          sole discretion.  Said Title Policy shall include, without limitation,
          the following endorsements:

          (i)       Comprehensive Endorsement;
          (ii)      Location Endorsement;
          (iii)          Last Dollar Endorsement;
          (iv)      Variable Rate Endorsement;
          (v)       Future Advance, Revolving Credit Endorsement;
          (vi)      Access Endorsement;
          (vii)          Survey Endorsement;
          (viii)         Usury Endorsement;
          (ix)      Contiguity Endorsement; and
          (x)       Tax Parcel Endorsement.

          Borrower shall furnish evidence satisfactory to Bank that the
          Properties are not located in an area designated by the Secretary of
          Housing and Urban Development

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                                     PAGE 8

          as having special flood hazards, or if they are so located, furnish
          satisfactory evidence that flood insurance is in effect.

          At Bank's request, Borrower will cause to be performed an
          environmental audit of the Property in scope, and by an auditor,
          satisfactory to Bank, and the results of said audit shall be
          satisfactory to Bank in its sole discretion.

     (B)  LANDLORD'S AGREEMENT:  Borrower shall cause to be executed in favor of
          Bank and delivered to Bank a Landlord's Agreement from each lessor of
          property set forth on Exhibit B, which Landlord's Agreement shall
          include a copy of the relevant lease.

     (C)  GUARANTIES:

          (i)  Borrower shall cause to be executed in favor of Bank and
          delivered to Bank the Continuing Unconditional Guaranty of Wegener
          Corporation of any and all indebtedness of Borrower to Bank.

          (ii)  Borrower shall cause to be executed in favor of Bank and
          delivered to Bank the Validity Guaranty of Robert A. Placek.

     (D)  INTERCREDITOR AGREEMENT:  Borrower shall cause  Lyon Credit
          Corporation to execute and deliver to Bank an Intercreditor Agreement.

     (E)  PROCESSOR'S LETTERS:  Bank hereby acknowledges that Eligible Inventory
          is and from time to time may be delivered to a processor for
          processing at the locations set forth in Exhibit B.  Relative thereto,
          Borrower shall cause each such party to execute and deliver a
          Processor's Letter to Bank and shall cause each such party to execute
          and deliver a Uniform Commercial Code Financing Statement to Bank.

     (F)  PATENT, TRADEMARK AND LICENSE MORTGAGE:  Borrower shall execute and
          deliver to Bank a Patent, Trademark and License Mortgage.

     (G)  PAYABLES:  Borrower shall bring all of its payables to within sixty
          days (60) as of the date that Bank makes its initial disbursement
          under this Agreement.

     (H)  CREDIT INSURANCE:  Borrower shall assign to Bank as Collateral the
          proceeds of Borrower's Credit Insurance Policy to the extent such
          insurance is maintained by Borrower.

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                                     PAGE 9

     (I)  MORTGAGEE'S WAIVER:  Borrower shall cause to be executed in favor of
          Bank and delivered to Bank a Mortgagee's Waiver from each mortgagee of
          Borrower's owned real property set forth on Exhibit B.

     (J)  ATTORNEY'S OPINION LETTER:  Borrower shall cause to be executed and
          delivered to Bank an Attorney's Opinion Letter.