**Exhibit10.2**

**JOINDER,ASSUMPTION, RATIFICATION AND MODIFICATION AGREEMENT**

THIS **JOINDER,ASSUMPTION, RATIFICATION, AND MODIFICATION AGREEMENT** (this “Agreement”)is made as of this 29th day of August, 2006, by and among (a) TESSCO TECHNOLOGIES INCORPORATED, a Delawarecorporation (“TESSCO”), TESSCO SERVICE SOLUTIONS, INC., a Delawarecorporation, TESSCO COMMUNICATIONS INCORPORATED, a Delaware corporation,WIRELESS SOLUTIONS INCORPORATED, a Maryland corporation, and TESSCO BUSINESSSERVICES, LLC, a Delaware limited liability company, (all of the aforementionedentities, including TESSCO, beinghereinafter called collectively the “Existing Borrowers”); (b) TESSCOINCORPORATED, a Delaware corporation (the “Guarantor”); (c) TESSCO SUPPLY CHAIN SERVICES, LLC, a Delaware limited liabilitycompany, TESSCO PRODUCT SOLUTIONS, LLC, a Delaware limited liability company,TESSCO INTEGRATED SOLUTIONS, LP, a Delaware limited partnership, and GW SERVICESOLUTIONS, INC., a Delaware corporation (Tessco Supply Chain Services, LLC,Tessco Product Solutions, LLC, Tessco Integrated Solutions, LP and GW ServiceSolutions, Inc. being hereinafter called collectively the “Additional Borrowers”),(d) the Lenders who are or may become a party to this Agreement;  (e) WACHOVIA BANK, NATIONAL ASSOCIATION, asAdministrative Agent for the Lenders, and (f) SUNTRUST BANK, as ArrangementAgent (the Administrative Agent and the Arrangement Agent are collectivelyreferred to herein as the “Agents”).

RECITALS

Pursuant to aCredit Agreement dated as of June 30, 2004 by and among the Existing Borrowers,Cartwright Communications Company, a Delaware corporation (“Cartwright”) (theExisting Borrowers and Cartwright being hereinafter called collectively the “OriginalBorrowers”), the Lenders named therein, and the Agents (as the same may fromtime to time be amended, restated, supplemented, or otherwise modified, the “CreditAgreement”), the Lenders agreed to make available to the Original Borrowers aterm loan (the “Term Loan”) in the aggregate principal amount of$4,500,000.  The Original Borrowers’obligation to repay the Term Loan with interest is evidenced by the OriginalBorrowers’ Term Note dated June 30, 2004 from the Original Borrowers madepayable to the Lenders in the principal amount of $4,500,000 (as the same mayfrom time to time be amended, restated, supplemented, or otherwise modified,the “Note”).  The Original Borrowers’obligations are guaranteed by the Guarantor pursuant to a Guaranty Agreementdates as of June 30, 2004 from the Guarantor (as the same may from time to timebe amended, restated, supplemented or otherwise modified, the “Guaranty”).  The obligations of the Guarantor under theGuaranty are secured by, among other things, an Indemnity Deed of Trust datedas of June 30, 2004 from the Guarantor to certain trustees for the benefit ofWachovia Bank, National Association on behalf of itself and the lenders (as thesame may from time to time be amended, restated, supplemented, or otherwisemodified, the “Deed of Trust”).

On March 22, 2006,with the prior consent of the Agents and Lenders, Cartwright entered into anAgreement and Plan of Merger with Tessco Incorporated, pursuant to which,Cartwright 

----

merged with and intoTessco Incorporated, and Tessco Incorporated became the survivor of suchmerger.  In addition, with the priorconsent of the Agents and the Lenders, the Additional Borrowers were formed tofurther the business purposes of the then Existing Borrowers generally.  The Agents and the Lenders have afforded tothe Existing Borrowers additional time in which to enter into this Agreement tocomply with and fulfill the obligations of Existing Borrowers under the CreditAgreement in respect of the formation of Additional Borrowers and the joinderand assumption required thereby.

The ExistingBorrowers and the Additional Borrowers (collectively the “Borrowers”) haverequested that the Lenders and the Agents (a) permit the Additional Borrowersto assume, jointly and severally, with the Existing Borrowers the obligationsof the Existing borrowers under the Loan Documents (as such term is definedherein) pursuant to the terms hereof and in timely satisfaction of theobligations of Existing Borrowers under the Credit Agreement in respect of suchassumption and joinder, and (b) modify certain other terms and conditions ofthe Loan Documents, and the Agents and the Lenders have so agreed.

As used herein,the term “Loan Documents” means collectively, the Credit Agreement, the Note,and all other documents now or hereafter executed and delivered by theBorrowers, the Guarantor, or any other party or parties to evidence, secure, orguarantee, or in connection with, the Term Loan.

AGREEMENT

NOW THEREFORE, inconsideration of the premises and in order to induce the Lenders and the Agents(a) to modify the Loan Documents, and (b) to consent to the assumption of theObligations (as defined in the Credit Agreement) by the Additional Borrowersjointly and severally with the Existing Borrowers, and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:

1.             *Definitions.*  Capitalized terms used herein withoutdefinition shall have the meanings ascribed thereto in the Credit Agreementunless the context in which such terms are used requires other meanings.

2.             *Joinderand Assumption*.   TheAdditional Borrowers hereby join in and assume all of the Obligations jointlyand severally with the Existing Borrowers, and the Additional Borrowers herebycovenant, promise and agree jointly and severally with the Existing Borrowers,(a) to pay to the Administrative Agent for the account of the Lenders, theprincipal of and interest on the Note, and all other sums payable thereunder,at the times, in the manner, and in all respects as therein provided; (b) toperform and comply with all of the terms, covenants, agreements and obligationsto be performed by the Existing Borrowers under the Note, the Credit Agreement,and all other Loan Documents at the times, in the manner, and in all respectsas therein provided; and (c) to be bound by each and all of the terms,covenants, agreements and obligations of the Note, the Credit Agreement, andall other Loan Documents as though said docu­ments had originally been made,executed, and delivered by the Original Borrowers and the Additional Borrowers.

2

----

3.             *Amendmentsto Credit Agreement*.

a.             Effective as of the date hereof,the Credit Agreement is hereby amended by deleting the text “, (all of theaforementioned entities, including TESSCO, being hereinafter calledcollectively the “Borrowers”)” appearing in the Preamble thereto.

b.             Effective as of the date hereof,the Credit Agreement is hereby amended by deleting all references to “CartwrightCommunications Company”.

c.             Effective as of the date hereof, theCredit Agreement is hereby amended by deleting the definition of “Borrowers”appearing in Section 1.1 and substituting the following in lieu thereof:

“Borrowers”shall mean collectively, TESSCO Technologies Incorporated, TESSCO ServiceSolutions, Inc., TESSCO Incorporated, TESSCO Communications Incorporated,Wireless Solutions Incorporated, TESSCO Business Services, LLC, TESSCO SupplyChain Services, LLC, TESSCO Product Solutions, LLC, TESSCO IntegratedSolutions, LP and GW Service Solutions, Inc.

4.             *Amendmentto Note*.  As used in theNote the term “Borrowers” shall hereafter mean collectively the ExistingBorrowers and the Additional Borrowers, and the Additional Borrowers herebyagree, jointly and severally with the Existing Borrowers, to repay the principalof and interest on the Term Loan as provided in the Note, as amended hereby.

5.             *Representationsand Warranties*.  In orderto induce the Lenders and the Agents to enter into this Agreement, theBorrowers and the Guarantor (collectively, the “Obligors”) hereby repre­sentand warrant to the Lenders and the Agents that as of the date hereof (a) noDefault of Event or Default exists under the provisions of the Loan Documentswhich has not been waived by the Lenders and the Agents in writing, (b) all ofthe representations and warranties of the Obligors in the Loan Documents aretrue and correct on the date hereof as if the same were made on the date hereof(except for any representations and warranties that speak as of a certaindate), (c) no material adverse change has occurred in the business, financialcondition, prospects or operations of the Obligors since the date of the mostrecent financial statements of the Obligors furnished to the Lenders inaccordance with the provisions of the Loan Documents, and (d) this Agreementconstitutes the legal, valid and binding obligation of the Obligors,enforceable in accordance with its terms. If any of the foregoing representations and warranties shall prove to befalse, incorrect or misleading in any material respect, the Required Lendersand/or the Administrative Agent may, in accordance with the provisions of theCredit Agreement, declare that a default has occurred and exists under theprovisions of the Loan Documents, and the Lenders and/or the Administrative Agentshall be entitled to all of the rights and remedies set forth in the LoanDocuments as the result of the occurrence of such default.

3

----

6.             *Ratificationand No Novation*.  TheObligors hereby ratify and confirm all of their respective obligations, liabilitiesand indebtedness under the provisions of the Note, the Credit Agreement, theGuaranty, the Deed of Trust, and the other Loan Documents, as the same may beamended and modified by this Agreement. The Lenders, the Agents and the Obligors agree that it is theirintention that nothing herein shall be construed to extinguish, release ordischarge or constitute, create or effect a novation of, or an agreement toextinguish, any of the obligations, indebt­edness and liabilities of theObligors or any other party under the provisions of the Loan Documents.  The Obligors agree that all of the provisionsof the Note, the Credit Agreement, the Guaranty, the Deed of Trust, and theother Loan Documents shall remain and continue in full force and effect as thesame may be modified and amended by this Agreement.  In the event of any con­flict between theprovisions of this Agreement and the provisions of the Loan Documents, theprovisions of this Agreement shall control.

7.             *Opinions,etc.*  Within forty (45)days of the date hereof, the Borrowers shall deliver, or cause to be delivered,to the Lenders and the Administrative Agent the written opinion or opinions ofthe Borrowers’ counsel, satisfactory in form and content to each of the Lendersand the Administrative Agent, opining, among other things, that each of theBorrowers is duly organized, validly existing and in good standing, that thisAgreement, and each of the other documents executed and/or delivered inconnection herewith have been duly authorized by all requisite action and thatsuch documents have been duly executed and delivered and constitute the legal,valid and binding obligations of the Borrowers, enforceable against them inaccordance with the terms hereof and thereof and as to such other matters as theLenders and/or the Administrative Agent shall request.

9.             *Fees,Costs and Expenses*.  As acondition precedent to the Lenders’ and the Agents’ agreement to themodifications set forth herein, the Borrowers shall pay to the AdministrativeAgent, on demand, all fees, costs and expenses both now and hereafter paid orincurred by the Lenders or the Agents with respect to the preparation,negotiation, execution of this Agreement and all documents related thereto,including, without limitation, reasonable attorney’s fees and expenses,recording costs and costs of record searches.

10.           *ApplicableLaw*.  This Agreement shallbe construed in accordance with, and governed by, the laws of the State ofMaryland.

11.           *BindingEffect.*  This Agreementshall be binding upon and inure to the benefit of the Lenders, the Agents, theBorrowers, and their respective successors and assigns.

12.           *Counterparts*.  This Agreement may be executed in any numberof duplicate originals or counterparts, each of such duplicate originals or counterpartsshall be deemed to be an original and all taken together shall constitute butone and the same instrument.  The partiesfurther agree that facsimile signatures shall be binding on all parties andhave the same force and effect as original signatures.

[*signatures follow*]

4

----

INWITNESS WHEREOF, the parties hereto have each caused this Agreement to beexecuted and sealed, the day and year first above written.
| WITNESS: |   |   |   | BORROWERS:                         |
|----------|--------|--------|--------|------------------------------------|
|     |   |   |   |                               |   |   |   |   |
|     |   |   |   | TESSCO TECHNOLOGIES INCORPORATED   |
|     |   |   |   |                               |   |   |   |   |
| /s/      |   |   |   | By:                                |   | /s/ Robert B. Barnhill, Jr. |
|     |   |   |   |                               |   | Robert B. Barnhill, Jr. |
|     |   |   |   |                               |   | President and Chief Executive Officer |
|     |   |   |   |                               |   |   |   |   |
|     |   |   |   | TESSCO SERVICE SOLUTIONS, INC.     |
|     |   |   |   |                               |   |   |   |   |
| /s/      |   |   |   | By:                                |   | /s/ Robert B. Barnhill, Jr. |
|     |   |   |   |                               |   | Robert B. Barnhill, Jr. |
|     |   |   |   |                               |   | President and Chief Executive Officer |
|     |   |   |   |                               |   |   |   |   |
|     |   |   |   | TESSCO COMMUNICATIONS INCORPORATED |
|     |   |   |   |                               |   |   |   |   |
| /s/      |   |   |   | By:                                |   | /s/ Robert B. Barnhill, Jr. |
|     |   |   |   |                               |   | Robert B. Barnhill, Jr. |
|     |   |   |   |                               |   | President and Chief Executive Officer |
|     |   |   |   |                               |   |   |   |   |
|     |   |   |   | WIRELESS SOLUTIONS INCORPORATED    |
|     |   |   |   |                               |   |   |   |   |
| /s/      |   |   |   | By:                                |   | /s/ Robert B. Barnhill, Jr. |
|     |   |   |   |                               |   | Robert B. Barnhill, Jr. |
|     |   |   |   |                               |   | President and Chief Executive Officer |
|     |   |   |   |                               |   |   |   |   |
|     |   |   |   | TESSCO BUSINESS SERVICES, LLC      |
|     |   |   |   |                               |   |   |   |   |
| /s/      |   |   |   | By:                                |   | /s/ Robert B. Barnhill, Jr. |
|     |   |   |   |                               |   | Robert B. Barnhill, Jr. |
|     |   |   |   |                               |   | President |
|     |   |   |   |                               |   |   |   |   |

 

5

----

 
|        |   |   |   | TESSCO SUPPLY CHAIN SERVICES, LLC |
|--------|--------|--------|--------|-----------------------------------|
|   |   |   |   |                              |   |   |   |   |
| /s/    |   |   |   | By:                               |   | /s/ Robert B. Barnhill, Jr. |
|   |   |   |   |                              |   | Name: |   | Robert B. Barnhill, Jr. |
|   |   |   |   |                              |   | Title: |   | President |
|   |   |   |   |                              |   |   |   |   |
|   |   |   |   | TESSCO PRODUCT SOLUTIONS, LLC     |
|   |   |   |   |                              |   |   |   |   |
| /s/    |   |   |   | By:                               |   | /s/ Robert B. Barnhill, Jr. |
|   |   |   |   |                              |   | Name: |   | Robert B. Barnhill, Jr. |
|   |   |   |   |                              |   | Title: |   | President |
|   |   |   |   |                              |   |   |   |   |
|   |   |   |   | TESSCO INTEGRATED SOLUTIONS, LP   |
|   |   |   |   | BY:                               |   | TESSCO Product Solutions, LLC, General Partner |
|   |   |   |   |                              |   |   |   |   |
| /s/    |   |   |   | By:                               |   | /s/ Robert B. Barnhill, Jr. |
|   |   |   |   |                              |   | Name: |   | Robert B. Barnhill, Jr. |
|   |   |   |   |                              |   | Title: |   | President |
|   |   |   |   |                              |   |   |   |   |
|   |   |   |   | GW SERVICE SOLUTIONS, INC.        |
|   |   |   |   |                              |   |   |   |   |
| /s/    |   |   |   | By:                               |   | /s/ Robert B. Barnhill, Jr. |
|   |   |   |   |                              |   | Name: |   | Robert B. Barnhill, Jr. |
|   |   |   |   |                              |   | Title: |   | President |
|   |   |   |   |                              |   |   |   |   |
|   |   |   |   | GUARANTOR:                        |
|   |   |   |   |                              |   |   |   |   |
|   |   |   |   | TESSCO INCORPORATED.              |
|   |   |   |   |                              |   |   |   |   |
| /s/    |   |   |   | By:                               |   | /s/ Robert B. Barnhill, Jr. |
|   |   |   |   |                              |   | Robert B. Barnhill, Jr. |
|   |   |   |   |                              |   | President and Chief Executive Officer |
|   |   |   |   |                              |   |   |   |   |

 

6

----

 
|        |   |   |   | LENDERS:                            |
|--------|--------|--------|--------|-------------------------------------|
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | WACHOVIA BANK, NATIONAL ASSOCIATION |
|   |   |   |   |                                |   |   |   |   |
| /s/    |   |   |   | By:                                 |   | /s/ |
|   |   |   |   |                                |   | Name: |   |   |
|   |   |   |   |                                |   | Title: |   |   |
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | SUNTRUST BANK                       |
|   |   |   |   |                                |   |   |   |   |
| /s/    |   |   |   | By:                                 |   | /s/ |
|   |   |   |   |                                |   | Name: |   |   |
|   |   |   |   |                                |   | Title: |   |   |
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | ADMINISTRATIVE AGENT:               |
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | WACHOVIA BANK, NATIONAL ASSOCIATION |
|   |   |   |   |                                |   |   |   |   |
| /s/    |   |   |   | By:                                 |   | /s/ |
|   |   |   |   |                                |   | Name: |   |   |
|   |   |   |   |                                |   | Title: |   |   |
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | ARRANGEMENT AGENT:                  |
|   |   |   |   |                                |   |   |   |   |
|   |   |   |   | SUNTRUST BANK                       |
|   |   |   |   |                                |   |   |   |   |
| /s/    |   |   |   | By:                                 |   | /s/ |
|   |   |   |   |                                |   | Name: |   |   |
|   |   |   |   |                                |   | Title: |   |   |

 

7

----