EXHIBIT 4.1

                                                                January 18, 2001

Wegener Communications, Inc.
11350 Technology Circle
Duluth, Georgia  30097-1502

     RE:  THIRD AMENDMENT

Gentlemen:

     WEGENER  COMMUNICATIONS,  INC.,  a  Georgia  corporation  ("Borrower")  and
LaSalle Bank National  Association  formerly  known as LaSalle  National Bank, a
national  banking  association  ("Bank") have entered into that certain Loan and
Security Agreement dated June 5, 1996 (the "Security  Agreement").  From time to
time thereafter, Borrower and Bank may have executed various amendments (each an
"Amendment" and  collectively the  "Amendments") to the Security  Agreement (the
Security Agreement and the Amendments hereinafter are referred to, collectively,
as the "Agreement"). Borrower and Bank now desire to further amend the Agreement
as provided herein, subject to the terms and conditions hereinafter set forth.

     NOW,  THEREFORE,  in  consideration of the foregoing  recitals,  the mutual
covenants  and   agreements  set  forth  herein  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     1.   The Agreement hereby is amended as follows:

     (a)  The first  grammatical  sentence of  Paragraph 9 of the  Agreement  is
deleted in its entirety and the following is substituted in its place:

          9.   TERMINATION:  This  Agreement  shall be in  effect  from the date
               hereof  until  June 21,  2003  (the  "Original  Term")  and shall
               automatically  renew  itself from year to year  thereafter  (each
               such  one-year  renewal  being  referred  to herein as a "Renewal
               Term")  unless (a) Bank makes demand for  repayment  prior to the
               end of the Original Term or the then current  Renewal  Term;  (b)
               the due  date  of the  Liabilities  is  accelerated  pursuant  to
               paragraph  13  hereof;   or  (c)  Borrower  prepays  all  of  the
               Liabilities  prior  to the end of the  Original  Term or the then
               current Renewal Term and by paying all of the Liabilities in full
               on the last day of such term.

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WEGENER COMMUNICATIONS, INC.
DECEMBER 20, 2000
PAGE 2

     (b)  Paragraph (1) of Exhibit A of the Agreement is deleted in its entirety
and the following is substituted in its place:

          (1)  LOAN LIMITS: 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

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WEGENER COMMUNICATIONS, INC.
DECEMBER 20, 2000
PAGE 3

                    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 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; plus

               (h)  Subject to subparagraphs (2)(b) and (13).(1) of this Exhibit
                    A, up to seventy  percent (70%) of the fair market value (as
                    determined  by an  appraiser  acceptable  to  Bank)  of that
                    certain real property  described in subparagraph  (14)(a) of
                    this Exhibit A or Three Hundred  Eighty-Eight  Thousand Four
                    Hundred Thirty and 92/100 Dollars  ($388,430.92),  whichever
                    is less; minus

               (i)  Such  reserve 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);

                    further  provided,  that the aggregate  amount of Loans made
                    pursuant to subparagraphs (1)(a),  (1)(b),  (1)(c),  (1)(d),
                    (1)(e),  (1)(f)  and  (1)(g)  of this  Exhibit A shall in no
                    event exceed Eight Million Five Hundred  Thousand and No/100
                    Dollars ($8,500,000.00); and

                    further provided,  that the aggregate Loan Limit shall in no
                    event    exceed   TEN    MILLION    AND    NO/100    DOLLARS
                    ($10,000,000.00),  except as such amount may be increased or
                    decreased  by Bank,  in its sole  discretion,  from  time to
                    time.

     (c)  Paragraph  (2)(a) of  Exhibit A of the  Agreement  is  deleted  in its
entirety and the following is substituted in its place:

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WEGENER COMMUNICATIONS, INC.
DECEMBER 20, 2000
PAGE 4

          (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.

     (d)  Paragraph  (7)(a) of  Exhibit A of the  Agreement  is  deleted  in its
entirety and the following is substituted in its place:

          (a)  FACILITIES  FEES:  With  respect to the first Five  Million  Five
               Hundred Thousand and No/100 Dollars  ($5,500,000.00) of loans and
               advances made pursuant to subparagraphs (1)(a),  (1)(b),  (1)(c),
               (1)(d),  (1)(e),  (1)(f),  and (1)(g) of this Exhibit A, Borrower
               shall pay to Bank an annual  facilities  fee equal to one-half of
               one percent (1/2 of 1%) of Five Million Five Hundred Thousand and
               No/100 Dollars ($5,500,000.00), payable by Borrower and earned by
               Bank  as of June  6,  2001  and on the  same  date  of each  year
               thereafter during the Original Term and any Renewal Term. At such
               time as the loans and  advances  made  pursuant to  subparagraphs
               (1)(a),  (1)(b),  (1)(c),  (1)(d),  (1)(e), (1)(f), and (1)(g) of
               Exhibit A exceed Five Million  Five  Hundred  Thousand and No/100
               Dollars  ($5,500,000.00),  Borrower  shall  pay to Bank  and Bank
               shall  fully  earn  at  the  time  of  such  payment,  an  annual
               facilities  fee equal to one-half  of one percent  (1/2 of 1%) of
               Three Million and No/100 Dollars  ($3,000,000.00),  or a pro-rata
               amount thereof if paid after June 6th of any year but before June
               6th of the  following  year.  Thereafter,  Borrower  shall pay to
               Bank,  and Bank shall  fully earn a fee equal to  one-half of one
               percent  (1/2  of  1%)  of  Three  Million  and  No/100   Dollars
               ($3,000,000.00) on June 6th of each year during the Original Term
               and  any  Renewal  Term.  For  purposes  of  determining  whether
               Borrower has received any advances  against the  availability set
               forth in  subparagraph  (1)(h) of this  Exhibit  A,  advances  to
               Borrower  shall  first  be  deemed  to be  advanced  against  the
               availability set forth in subparagraphs  (1)(h) of this Exhibit A
               (subject to any  sublimits  contained  in  Paragraph  (1) of this
               Exhibit A) until the amount so advanced  equals the  availability
               under  that  paragraph,   and  then  to  the  availability  under
               subparagraphs

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WEGENER COMMUNICATIONS, INC.
DECEMBER 20, 2000
PAGE 5

               (1)(a), (1)(b), (1)(c), (1)(d), (1)(e), (1)(f) and (1)(g) of this
               Exhibit A (subject to any sublimits contained in Paragraph (1) of
               this Exhibit A).

     (e)  Paragraph  (13) of  Exhibit A of the  Agreement  is amended to add the
following provision:

               (13).(1)   REAL PROPERTY LOAN: Upon repayment in full of the real
                          property Loan described in subparagraph (1)(h) of this
                          Exhibit A, Bank may, in its sole discretion, reset the
                          real property Loan to an amount equal to up to seventy
                          percent (70%) of the fair market value (as  determined
                          by an appraiser and survey acceptable to Bank) of that
                          certain  real   property   commonly   known  as  11350
                          Technology Circle, Duluth, Georgia or One Million Five
                          Hundred  Thousand and No/100 Dollars  ($1,500,000.00),
                          whichever  is less,  which would  curtail by an amount
                          based upon an  amortization  schedule of thirty-  five
                          (35) equal monthly  payments with a balloon payment on
                          June 30, 2003.  The Loan  described  herein would bear
                          interest  at the  fixed  rate of 225  basis  points in
                          excess  Bank's  cost of funds in effect at the time of
                          disbursement  of such Loan  hereunder.  Borrower would
                          pay Bank a transaction  fee of one-half of one percent
                          (1/2 of 1%) at the time of disbursement of such Loan.

     (f)  Paragraph  (7).(1)  of  Exhibit A of the  Agreement  is deleted in its
entirety and the phrase "Intentionally Omitted" is substituted in its place:

     2.   Bank and Borrower  agree that Bank shall have the right to restructure
the  Agreement,  including  but  not  limited  to  resetting  and  changing  the
covenants,  financial and otherwise.  This Amendment shall not become  effective
until fully executed by all parties hereto.

     3.   Except as  expressly  amended  hereby  and by any  other  supplemental
documents or instruments  executed by either party hereto in order to effectuate
the transactions contemplated hereby, the Agreement and Exhibit A thereto hereby
are  ratified and  confirmed by the parties  hereto and remain in full force and
effect in accordance with the terms thereof.

                                        LASALLE BANK NATIONAL ASSOCIATION
                                        FORMERLY KNOWN AS LASALLE NATIONAL
                                        BANK, A NATIONAL BANKING ASSOCIATION

                                        By:_________________________________

                                        Title:______________________________

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WEGENER COMMUNICATIONS, INC.
DECEMBER 20, 2000
PAGE 6

Accepted  and agreed to this 14th day of
December, 2000.

WEGENER COMMUNICATIONS, INC.

By: _________________________
    Troy  Woodbury, Jr.
Title: Treasurer and CFO

Consented and agreed to by the following
guarantor of the  obligations of WEGENER
COMMUNICATIONS,  INC.  to  LaSalle  Bank
National  Association  formerly  know as
LaSalle National Bank.

WEGENER CORPORATION

By: _____________________________
    Robert A. Placek

Title: President and  CEO

Date: January 18, 2001