AMENDMENT TO AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

                  This AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (this "Amendment") is made as of as February 15, 2001 and made
effective as of December 31, 2000, among LaSalle Bank National Association, a
national banking association ("LaSalle"), Harris Trust and Savings Bank
("Harris," together with LaSalle, the "Lenders"), LaSalle, in its separate
capacity as agent for the Lenders under the Loan Agreement (as hereinafter
defined) ("Agent") and Westell Technologies, Inc., a Delaware corporation
("WTI"), Westell, Inc., a Delaware corporation ("Inc."), Westell International,
Inc., a Delaware corporation ("WII"), Conference Plus, Inc., an Illinois
corporation ("CPI"), and Teltrend, Inc., an Illinois corporation ("Teltrend,"
together with WTI, Inc., WII and CPI, the "Borrowers").

                                   BACKGROUND
                                   ----------

                  A. Lenders, Agent and Borrowers are party to that certain
Amended and Restated Loan and Security Agreement dated as of August 31, 2000
(the "Loan Agreement"), pursuant to which Agent, with and on behalf of the
Lenders, have made loans and advances to Borrowers, and as security therefor,
Borrowers have granted to Agent a lien on Borrowers' real, personal and
intellectual property.

                  B. Borrowers have informed Agent that they were in violation
of their Interest Coverage Ratio and EBITDA covenants under the Loan Agreement
as of December 31, 2000 and have requested that Agent and Lenders waive such
violations and any events of default created thereby.

                  C. Borrowers have also requested that Agent and Lenders modify
certain financial covenants under the Agreement.

                  D. Agent and Lenders are willing to modify such covenants and
grant such waiver provided that Borrowers enter into this Amendment and upon the
terms and conditions set forth herein.

                  E. Capitalized terms used but not defined herein shall have
the meanings assigned to them in the Loan Agreement.

                  NOW, THEREFORE, in consideration of the premises and the
mutual promises herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:



<PAGE>

SECTION 1         AMENDMENTS TO LOAN AGREEMENT
                  ----------------------------

                  1.1 Section 2.12 of the Loan Agreement is hereby amended by
deleting from the sixth and seventh lines thereof the following: "Upon the
occurrence of an Event of Default,".

                  1.2 Section 2.27(b) of the Loan Agreement is hereby amended by
inserting after "Period" and before the semicolon in the third line thereof the
following: ", or, at the option of Agent, on the first day of the reporting
period following the reporting period under review".

                  1.3 Section 2.27(c) of the Loan Agreement is hereby amended by
inserting after "Section 10.3" and before the period in the last line thereof
the following: ", or, at the option of Agent, on the first day of the reporting
period following the reporting period under review".

                  1.4 Section 8.17 of the Loan Agreement is hereby amended by
deleting the number "$27,000,000" in the second line thereof and inserting in
its place the number "$23,000,000".

                  1.5 The Loan Agreement is hereby amended by adding a new
Section 9.19 as follows:

                  "9.19. Inventory Appraisals. Borrowers shall complete an
         initial appraisal of their Inventory conducted by an inventory
         specialist selected by Agent's Business Credit Group. Borrowers shall
         thereafter appraise their Inventory using the same or any other
         appraisal specialist selected by Agent upon request by Agent. Borrowers
         shall bear the cost of all Inventory appraisals."

                  1.6 Section 10.1 of the Loan Agreement is hereby amended by
deleting the text of Section 10.1 in its entirety and inserting in its place the
following:

                  "10.1 Borrowing Base Certificate; Aging Reports.

                  (a) Monthly Reports. As soon as practicable and in any event
         within fifteen (15) days following the end of each month, Borrowers
         shall provide Agent with (i) an Aging Report and (ii) an Inventory
         Report.

                  (b) Borrowing Requests. Accompanying any request for a
         Revolving Loan pursuant to Section 2.1 hereof or any request for a
         Letter of Credit pursuant to Section 2.7 hereof, Borrowers shall
         provide Agent with a Borrowing Base Certificate in the form of Exhibit
         A hereto."

                                      -2-

<PAGE>

                  1.7 The Loan Agreement is hereby amended by deleting Section
10.2 in its entirety and inserting in its place the following:

                  "10.2 Compliance Certificate. As soon as practicable and in
         any event within fifteen (15) days following the last day of each
         month, Borrowers shall provide Agent with a certificate reflecting
         Borrowers' compliance with the financial covenants set forth in Section
         11 of this Agreement. Such certificate shall be in a form and with such
         specificity as is satisfactory to Agent and shall contain such
         additional information as Agent may reasonably require concerning
         financial covenant calculations included, described or referred to in
         such certificate and any other documents in connection therewith
         requested by Agent."

                  1.8 The Loan Agreement is hereby amended by deleting Section
10.3(a) in its entirety and inserting in its place the following:

                           "(a) Monthly Financial Statements. As soon as
         practicable and in any event within fifteen (15) days following the
         last day of each month, Borrowers shall provide Agent and the Lenders:
         (i) statements of income and statements of cash flow of Borrowers for
         each such month and for the period from the beginning of the then
         current Fiscal Year of Borrowers to the end of such month; (ii) balance
         sheets of Borrowers as of the end of such month; and (iii) with respect
         to such statements of income and balance sheets, prepared on a
         consolidated basis, setting forth in comparative form, figures for the
         corresponding periods in the preceding Fiscal Year of Borrowers, all in
         reasonable detail and certified by the Chief Financial Officer of
         Westell Technologies, Inc. that such statements fairly present the
         financial condition of Borrowers in accordance with Generally Accepted
         Accounting Principles, subject to changes resulting from normal
         year-end adjustments and the absence of footnotes, together with
         detailed computations of Borrowers' compliance with the covenants set
         forth in this Agreement."

                  1.9 Section 11.2 of the Loan Agreement is hereby amended by:

                  (a) deleting the text from and including the word "Borrowers"
         to and including "2000," in the third line thereof, and inserting in
         its place the following:

                  "Borrowers shall have (i) a minimum Fiscal Year-to-date EBITDA
                  of not less then negative $2,250,000 on February 28, 2001 and
                  of not less than negative $2,775,000 on March 31, 2001,"


                                      -3-

<PAGE>

                  ; and

                  (b) deleting the date "March 31, 2001" from the first line of
         the "Date" column and deleting the number "$17,000,000" from the first
         line of the "EBITDA" column.

                  1.10 Annex A to the Loan Agreement is hereby deleted in its
entirety, and the Annex A in the form of Exhibit A hereto is inserted in
substitution therefor. The parties agree that the Annex A attached hereto as
Exhibit A shall be effective as of December 31, 2000, and interest due under the
Loan Agreement shall be calculated at Level I from December 31, 2000 until the
next adjustment as provided in the Loan Agreement.


SECTION 2         REPRESENTATIONS AND WARRANTIES
                  ------------------------------

                  To induce Agent and Lenders to amend the Loan Agreement and
grant the waiver set forth herein, Borrowers represent and warrant to Agent and
Lenders that:

                  2.1 Representations and Warranties. On the date hereof, the
representations and warranties and covenants set forth in the Loan Agreement (as
modified by this Amendment), are true and correct with the same effect as though
such representations and warranties and covenants had been made on the date
hereof, except to the extent that such representations and warranties and
covenants expressly relate to an earlier date.

                  2.2 Corporate Authority of Borrowers. Borrowers have full
power and authority to enter into this Amendment, and to incur and perform the
obligations provided for under this Amendment and the Loan Agreement, all of
which have been duly authorized by all proper and necessary corporate action. No
consent or approval of stockholders or of any public authority or regulatory
body is required as a condition to the validity or enforceability of this
Amendment.

                  2.3 Amendment as Binding Agreement. This Amendment constitutes
the valid and legally binding obligation of Borrowers, fully enforceable against
Borrowers, in accordance with its terms.

                  2.4 No Conflicting Agreements. The execution and performance
by the Borrowers of this Amendment will not (i) violate any provision of law,
any order of any court or other agency of government, or the Articles of
Incorporation or Bylaws of Borrowers, (ii) violate any indenture, contract,
agreement or other instrument to which Borrowers are a party, or by which its
property is bound, or be in conflict with, result in a breach of or constitute
(with due notice and/or lapse of time) a default under, any such indenture,
contract, agreement or other instrument or result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any of the
property or assets of Borrowers.

                                      -4-


<PAGE>

SECTION 3  CONDITIONS PRECEDENT.
           --------------------

                  The agreement by Agent and Lenders to amend the Loan Agreement
and grant the waiver is subject to the following conditions precedent:

                  3.1 Reaffirmation of Stock Pledge Agreement. Execution and
delivery by WTI of a reaffirmation of that certain Stock Pledge Agreement dated
as of August 31, 2000, between WTI and Agent in the form of Exhibit B hereto.

                  3.2 Corporate Authority. Borrowers shall have provided to
Agent certified copies of the unanimous written consent of their Boards of
Directors in a form reasonably acceptable to Agent and Lenders authorizing the
execution, delivery and performance by the Borrowers of this Amendment and the
agreements, instruments and documents executed in connection herewith.

                  3.3 Fee. Borrowers shall have paid to Agent a fee in the
amount of $112,500, which shall be divided by Agent pro rata among the Lenders.


SECTION 4         WAIVER.
                  ------

                  Bank hereby waives Borrowers' failure to be in compliance with
the following covenants as of December 31, 2000, and any Events of Default
created thereby, solely as of December 31, 2000:

         (i)      Interest Coverage Ratio and

         (ii)     EBITDA.

                  In consideration for this waiver, Borrowers agree that after
the date hereof, one or more of the Borrowers shall issue and sell capital stock
for a minimum aggregate consideration of $25 million in cash net to Company (the
"Additional Funds") by April 15, 2001, all of which Additional Funds shall be
deposited into Borrowers Loan Account in accordance with Section 3.5(ii) of the
Loan Agreement. Failure to raise the Additional Funds by April 15, 2001 shall
constitute an Event of Default under the Loan Agreement. The Additional Funds
paid into the Borrowers Loan Account pursuant hereto shall not reduce the amount
or calculation of Revolving Loans available to Borrowers, and Borrowers may
continue to request Revolving Loans, pursuant to the Loan Agreement, as amended
hereby. This shall be a limited waiver and shall not constitute a waiver of any

                                      -5-

<PAGE>

subsequent violations of the Loan Agreement, whether of a different or like
nature, nor shall it constitute a course of conduct or dealing.


SECTION 5         REAFFIRMATION
                  -------------

                  WTI, Inc., CPI and Teltrend (together, the "Pledgors") are
each party to both (i) a Security Agreement and Mortgage - Trademarks and
Patents and (ii) a Security Interest Agreement - Patents, each dated as of
August 31, 2000 (the "Security Agreements") pursuant to which Pledgors granted
to Agent a lien on and security interest in certain of Pledgors patents and
trademarks as described therein. Pledgors hereby expressly reaffirm and assume
all of their obligations and liabilities as set forth in the Security
Agreements, agree that the obligations secured thereby shall include all
obligations of Borrowers to Agent under the Loan Agreement, as amended from time
to time, including this Amendment, and agree to be bound by and abide by and
operate and perform under and pursuant to and comply fully with all of the
terms, conditions, provisions, agreements, representations, undertakings,
warranties, and covenants contained in the Security Agreements, insofar as such
obligations and liabilities may be modified by this Amendment.


SECTION 6  GENERAL PROVISIONS.
           ------------------

                  6.1 Except as amended by this Amendment, the terms and
provisions of the Loan Agreement shall remain in full force and effect and are
hereby affirmed, confirmed and ratified in all respects. Borrowers ratify,
confirm and affirm without condition, all liens and security interests granted
to Agent pursuant to the Loan Agreement and the Loan Documents, and such liens
and security interests shall continue to secure the obligations and liabilities
of Borrowers to Agent, including but not limited to, all loans made by Agent to
the Borrowers under the Loan Agreement as amended by this Amendment.

                  6.2 This Amendment shall be construed in accordance with and
governed by the laws of the State of Illinois, and the obligations of Borrowers
under this Amendment are and shall arise absolutely and unconditionally upon the
execution and delivery of this Amendment.

                  6.3 This Amendment may be executed in any number of
counterparts.

                  6.4 Borrowers hereby agree to pay all out-of-pocket expenses
incurred by Agent in connection with the preparation, negotiation and
consummation of this Amendment, and all other documents related thereto,
including without limitation, the reasonable fees and expense of Agent's
counsel, and any filing fees required in connection with the filing of any
documents necessary to consummate the provisions of this Amendment.

                                      -6-

<PAGE>

                  6.5 On or after the effective date hereof, each reference in
the Loan Agreement or any of the Loan Documents to this "Agreement" or words of
like import, shall unless the context otherwise requires, be deemed to refer to
the Loan Agreement as amended hereby.

                  [Remainder of page intentionally left blank]



                                      -7-

<PAGE>


         IN WITNESS WHEREOF, Borrowers, Agent and Lenders have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.

         "BORROWERS"              WESTELL TECHNOLOGIES, INC.


                                  By:      _____________________________________
                                  Title:   _____________________________________

                                  WESTELL, INC.


                                  By:      _____________________________________
                                  Title:   _____________________________________

                                  WESTELL INTERNATIONAL, INC.


                                  By:      _____________________________________
                                  Title:   _____________________________________

                                  CONFERENCE PLUS, INC.


                                  By:      _____________________________________
                                  Title:   _____________________________________

                                  TELTREND, INC.


                                  By:      _____________________________________
                                  Title:   _____________________________________

                                  Address: 750 North Commons Drive
                                           Aurora, Illinois 60504



                                      -8-

<PAGE>


                                 LASALLE BANK NATIONAL ASSOCIATION,
                                 a national banking association, as Agent

                                 By:      ____________________________________
                                 Title:   ____________________________________

                                 Address: 135 S. LaSalle Street
                                          Chicago, Illinois 60603
                                          Attn:    Stephanie Patterson


                                 LASALLE BANK NATIONAL ASSOCIATION

                                 By:      ____________________________________
                                 Title:   ____________________________________

                                 Address: 135 South LaSalle Street
                                          Chicago, Illinois 60603
                                          Attn:    Stephanie Patterson


                                 HARRIS TRUST AND SAVINGS BANK

                                 By:      ____________________________________
                                 Title:   ____________________________________

                                 Address: 111 West Monroe Street
                                          Chicago, Illinois 60690
                                          Attn:    M. James Barry, III



                                      -9-

<PAGE>


Exhibit A to Amendment to Amended and Restated Loan Agreement
-------------------------------------------------------------

                                     ANNEX A
                                     -------

                                Applicable Margin

                             Interest Coverage Ratio

<TABLE>
<CAPTION>

------------------------- -------------- --------------- ----------------- ---------------- -----------------
                             LEVEL I        LEVEL II        LEVEL III         LEVEL IV          LEVEL V
                             -------        --------        ---------         --------          -------
------------------------- -------------- --------------- ----------------- ---------------- -----------------
                              < 2.0         2.0 < 3.0        3.0 < 4.0         4.0 < 5.0           5.0
------------------------- -------------- --------------- ----------------- ---------------- -----------------
<S>                           <C>            <C>              <C>               <C>              <C>
LIBOR Margin                  3.00%          2.50%            2.25%             2.00%            1.75%
------------------------- -------------- --------------- ----------------- ---------------- -----------------
Reference Rate Margin         1.00%          0.50%            0.25%              0%                0%
------------------------- -------------- --------------- ----------------- ---------------- -----------------
Unused Fee                    0.50%          0.375%           0.375%            0.25%            0.25%
------------------------- -------------- --------------- ----------------- ---------------- -----------------
Standby L/C Fee Rate          3.00%          2.50%            2.25%             2.00%            1.75%
------------------------- -------------- --------------- ----------------- ---------------- -----------------
Trade L/C Fee Rate            1.50%          1.25%            1.125%            1.00%            0.875%
------------------------- -------------- --------------- ----------------- ---------------- -----------------

</TABLE>

                                      -10-

<PAGE>

Exhibit B to Amendment to Amended and Restated Loan Agreement
-------------------------------------------------------------

                     REAFFIRMATION OF STOCK PLEDGE AGREEMENT

                  This Reaffirmation of Stock Pledge Agreement dated as of
February 15, 2001 (this "Reaffirmation") is entered into between WESTELL
TECHNOLOGIES, INC., a Delaware corporation (herein called the "Pledgor"), and
LASALLE BANK NATIONAL ASSOCIATION as agent on behalf of LaSalle Bank National
Association and the "Lenders" (as hereinafter defined) (herein called the
"Pledgee"), and has reference to the following facts and circumstances:

                  A. Pursuant to that certain Amended and Restated Loan and
Security Agreement dated as of August 31, 2000, (herein as amended or modified
from time to time, the "Loan and Security Agreement") between Pledgee, Lenders,
and Pledgor (together with its subsidiaries, Westell, Inc., Westell
International, Inc., Conference Plus, Inc. and Teltrend, Inc. collectively
referred to hereinafter as "Borrowers"), Pledgor granted Pledgee a security
interest in its shares of certain of the Borrowers pursuant to that certain
Stock Pledge Agreement dated as of August 31, 2000 (the "Pledge Agreement").

                  B. Borrowers have notified Pledgee of the occurrence of
certain Events of Default existing under the Loan and Security Agreement as of
December 31, 2000.

                  C. Borrowers desire to enter into an Amendment to the Loan and
Security Agreement dated the date hereof (the "Amendment") pursuant to which
Pledgee and Lenders will conditionally forbear against exercising remedies
available to them as a result of the occurrence of the Events of Default and
will amend certain financial covenants under the Loan and Security Agreement.

                  D. Pledgor is financially interested in Borrowers.

                  E. Pledgor desires that Pledgee enter into the Amendment.

                  F. Pledgee is willing to enter into the Amendment only upon
the condition that Pledgor execute and deliver this Reaffirmation in favor of
Pledgee.

                  NOW, THEREFORE, in consideration of the foregoing, Pledgor
hereby agrees as follows:

                  1 The preambles to this Reaffirmation are hereby incorporated
herein by this reference thereto.

                  2 Pledgor does hereby expressly ratify, confirm and affirm
without condition, all liens and security interests granted to the Pledgee
pursuant to the Pledge Agreement, and such liens and security interests shall

<PAGE>

continue to secure the obligations and liabilities of Borrowers to Pledgee and
Lenders, including but not limited to, all loans made by Lenders to Borrowers
under the Loan and Security Agreement and all amendments thereto.

                  3. This Reaffirmation constitutes the valid and legally
binding obligation of Pledgor, fully enforceable against Pledgor, in accordance
with its terms.

                  4. This Reaffirmation shall inure to the benefit of Pledgee
and Lenders, their successors and assigns, and be binding upon Pledgor, and its
successors and assigns.

                  IN WITNESS WHEREOF, the Pledgor has executed this
Reaffirmation on the date above set forth.

                                               WESTELL TECHNOLOGIES, INC.

                                               By: ___________________________
                                               Its: ___________________________



                                      -2-

<PAGE>


                     REAFFIRMATION OF STOCK PLEDGE AGREEMENT

                  This Reaffirmation of Stock Pledge Agreement dated as of
February 15, 2001 (this "Reaffirmation") is entered into between WESTELL
TECHNOLOGIES, INC., a Delaware corporation (herein called the "Pledgor"), and
LASALLE BANK NATIONAL ASSOCIATION as agent on behalf of LaSalle Bank National
Association and the "Lenders" (as hereinafter defined) (herein called the
"Pledgee"), and has reference to the following facts and circumstances:

                  A. Pursuant to that certain Amended and Restated Loan and
Security Agreement dated as of August 31, 2000, (herein as amended or modified
from time to time, the "Loan and Security Agreement") between Pledgee, Lenders,
and Pledgor (together with its subsidiaries, Westell, Inc., Westell
International, Inc., Conference Plus, Inc. and Teltrend, Inc. collectively
referred to hereinafter as "Borrowers"), Pledgor granted Pledgee a security
interest in its shares of certain of the Borrowers pursuant to that certain
Stock Pledge Agreement dated as of August 31, 2000 (the "Pledge Agreement").

                  B. Borrowers have notified Pledgee of the occurrence of
certain Events of Default existing under the Loan and Security Agreement as of
December 31, 2000.

                  C. Borrowers desire to enter into an Amendment to the Loan and
Security Agreement dated the date hereof (the "Amendment") pursuant to which
Pledgee and Lenders will conditionally forbear against exercising remedies
available to them as a result of the occurrence of the Events of Default and
will amend certain financial covenants under the Loan and Security Agreement.

                  D. Pledgor is financially interested in Borrowers.

                  E. Pledgor desires that Pledgee enter into the Amendment.

                  F. Pledgee is willing to enter into the Amendment only upon
the condition that Pledgor execute and deliver this Reaffirmation in favor of
Pledgee.

                  NOW, THEREFORE, in consideration of the foregoing, Pledgor
hereby agrees as follows:

                  1 The preambles to this Reaffirmation are hereby incorporated
herein by this reference thereto.

                  2 Pledgor does hereby expressly ratify, confirm and affirm
without condition, all liens and security interests granted to the Pledgee
pursuant to the Pledge Agreement, and such liens and security interests shall
continue to secure the obligations and liabilities of Borrowers to Pledgee and
Lenders, including but not limited to, all loans made by Lenders to Borrowers
under the Loan and Security Agreement and all amendments thereto.


<PAGE>

                  3. This Reaffirmation constitutes the valid and legally
binding obligation of Pledgor, fully enforceable against Pledgor, in accordance
with its terms.

                  4. This Reaffirmation shall inure to the benefit of Pledgee
and Lenders, their successors and assigns, and be binding upon Pledgor, and its
successors and assigns.

                  IN WITNESS WHEREOF, the Pledgor has executed this
Reaffirmation on the date above set forth.

                                               WESTELL TECHNOLOGIES, INC.

                                               By: ___________________________
                                               Its: ___________________________



                                      -2-