EXHIBIT 4.1

                                 March 28, 2002

Wegener Communications, Inc.
11350 Technology Circle
Duluth, Georgia  30155

     RE:  FOURTH AMENDMENT (REVISED)

Gentlemen:

     WEGENER  COMMUNICATIONS,  INC.,  a  Georgia  corporation  ("Borrower")  and
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)  Paragraph 1(a) of the Agreement is hereby amended and restated in
its entirety, as follows:

               (a)  "ACCOUNT",  "ACCOUNT DEBTOR",  "CHATTEL PAPER",  "COMMERCIAL
                    TORT CLAIMS", "DEPOSIT ACCOUNTS",  "DOCUMENTS",  "ELECTRONIC
                    CHATTEL   PAPER",    "EQUIPMENT",    "FIXTURES",    "GENERAL
                    INTANGIBLES",    "GOODS",    "INSTRUMENTS",     "INVENTORY",
                    "INVESTMENT PROPERTY",  "LETTER-OF-CREDIT RIGHT", "Proceeds"
                    and  "TANGIBLE  CHATTEL  PAPER"  shall  have the  respective
                    meanings  assigned  to such  terms in the  Illinois  Uniform
                    Commercial  Code,  as the same may be in effect from time to
                    time.

                                  Page 1 of 13
<PAGE>

Wegener Communications, Inc.
June 28, 2002
Page 2

          (b)  Paragraph 4 of the  Agreement  is hereby  amended and restated in
its entirety, as follows:

               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,   copyright  applications,
                    registrations,   licenses,  software,  franchises,  customer
                    lists,  tax  refund  claims,  claims  against  carriers  and
                    shippers,   guarantee  claims,   contract  rights,   payment
                    intangibles,   security  interests,  security  deposits  and
                    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 Investment Property; (f) all
                    Deposit Accounts, bank accounts,  deposits and cash; (g) all
                    Letter-of-Credit  Rights;  (h) Commercial Tort Claims listed
                    on Exhibit D hereto;  (i) 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 (j) all additions
                    and  accessions  to,  substitutions  for, and  replacements,
                    products and Proceeds of the foregoing property,  including,
                    without limitation, proceeds of all insurance

                                  Page 2 of 13
<PAGE>

Wegener Communications, Inc.
June 28, 2002
Page 3

                    policies  insuring  the  foregoing  property,   and  all  of
                    Borrower's   books  and  records  relating  to  any  of  the
                    foregoing and to Borrower's business.

          (c)  Paragraph 5 of the  Agreement  is hereby  amended and restated in
its entirety, as follows:

               5.   PRESERVATION   OF  COLLATERAL  AND  PERFECTION  OF  SECURITY
                    ------------------------------------------------------------
                    INTEREST THEREIN.
                    -----------------

                    Borrower shall, at Bank's request, at any time and from time
                    to time,  authenticate,  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  or cause  third
                    parties  to do such  other  acts and things as Bank may deem
                    necessary or desirable  in its sole  discretion  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,  encumbrances  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 and file 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.   Borrower  further  notifies  and
                    confirms the prior  filing by Bank of any and all  financing
                    statements  which  identify the Borrower as debtor,  Bank as
                    secured party and any or all Collateral as collateral.

                                  Page 3 of 13
<PAGE>

Wegener Communications, Inc.
June 28, 2002
Page 4

          (d)  Paragraph 7(e) of the Agreement is hereby amended and restated in
its entirety, as follows:

               (e)  Immediately  upon  Borrower's  receipt of any portion of the
                    Collateral   evidenced  by  an   agreement,   Instrument  or
                    Document, including without limitation, any Tangible Chattel
                    Paper (exclusive of sales orders that provide for a purchase
                    money  security  interest in items being sold to  customers)
                    and  any  Investment  Property  consisting  of  certificated
                    securities,  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.

          (e)  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 30, 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; provided, however, absent an Event of Default,
                    Bank shall give  Borrower at least one hundred  twenty (120)
                    days  notice  of  its  intention  to  demand  the  Loans  or
                    terminate  this  Agreement  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.

                                  Page 4 of 13
<PAGE>

Wegener Communications, Inc.
June 28, 2002
Page 5

          (f)  Paragraph  10(i) of the Agreement is hereby  amended and restated
in its entirety, as follows:

               (i)  (x) except as previously disclosed to Bank in writing, there
                    are no actions or  proceedings  which are pending or, to the
                    best of Borrower's  knowledge,  threatened  against Borrower
                    which might  result in any  material  adverse  change in its
                    business,   property,   assets,   operations  or  condition,
                    financial or otherwise  and Borrower  shall,  promptly  upon
                    becoming  aware of any such pending or threatened  action or
                    proceeding,  give  written  notice  thereof  to Bank and (y)
                    Borrower has no  Commercial  Tort Claims  pending other than
                    Tort Claims of Borrower which may arise,  which notice shall
                    constitute  Borrower's  authorization  to amend Exhibit D to
                    add such Commercial Tort Claim;

          (g)  Paragraph  10(t) of the Agreement is hereby  amended and restated
in its entirety, as follows:

               (t)  if Borrower is a corporation,  limited  liability company or
                    partnership,  Borrower is duly organized,  validly  existing
                    and  in  good   standing  in  the  State  of  Georgia,   its
                    organizational identification number is H803342 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;

          (h)  Paragraph  11(k) of the Agreement is hereby  amended and restated
in its entirety, as follows:

               (k)  Borrower   shall   not  (i)   enter   into  any   merger  or
                    consolidation;   (ii)   change   the  state  of   Borrower's
                    organization  or enter  into any  transaction  which has the
                    effect of changing  Borrower's state of organization;  (iii)
                    sell, lease or otherwise  dispose of any of its assets other
                    than in the ordinary  course of business;  (iv) purchase the
                    stock  or all or  substantially  all  of the  assets  of any
                    Person or  division  of such  Person;  or (v) enter into any
                    other transaction  outside the ordinary course of

                                  Page 5 of 13
<PAGE>

Wegener Communications, Inc.
June 28, 2002
Page 6

                    Borrower's  business,  including,  without  limitation,  any
                    purchase,  redemption  or  retirement  of any  shares of any
                    class of its stock or any  other  equity  interest,  and any
                    issuance of any shares of, or  warrants  or other  rights to
                    receive or purchase any shares of, any class of its stock or
                    any other equity interest;

          (i)  Paragraph  11 of the  Agreement  is hereby  amended  to add a new
subparagraph (q) as follows:

               (q)  To  the  extent  that  Borrower  obtains  or  maintains  any
                    Electronic Chattel Paper,  Borrower shall create,  store and
                    assign  the  record or  records  comprising  the  Electronic
                    Chattel   Paper  in  such  a   manner   that  (i)  a  single
                    authoritative  copy of the record or records exists which is
                    unique,  identifiable  and except as  otherwise  provided in
                    clauses  (iv),  (v) and (vi)  below,  unalterable,  (ii) the
                    authoritative  copy  identifies  Bank as the assignee of the
                    record  or  records,   (iii)  the   authoritative   copy  is
                    communicated to and maintained by the Bank or its designated
                    custodian,  (iv) copies or  revisions  that add or change an
                    identified  assignee of the  authoritative  copy can only be
                    made with the  participation  of Bank,  (v) each copy of the
                    authoritative  copy  and  any  copy  of a  copy  is  readily
                    identifiable  as a copy that is not the  authoritative  copy
                    and (vi) any revision of the  authoritative  copy is readily
                    identifiable as an authorized or unauthorized revision.

          (j)  Paragraph  13(b) of the Agreement is hereby  amended and restated
in its entirety, as follows:

               (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

                                  Page 6 of 13
<PAGE>

Wegener Communications, Inc.
June 28, 2002
Page 7

                    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 onto 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 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  to be a
                    reasonable  authenticated  notification  of  disposition  if
                    given at least ten (10) days prior to such  disposition  and
                    such  notice  shall (i)  describe  Bank and  Borrower,  (ii)
                    describe the Collateral  that is the subject of the intended
                    disposition,   (iii)  state  the  method  of  the   intended
                    disposition,  (iv) state that  Borrower  is  entitled  to an
                    accounting of the Liabilities and state the charge,  if any,
                    for an  accounting  and (v)  state the time and place of any
                    public  disposition or the time after which any private sale
                    is to be made.  Bank may disclaim any warranties  that might
                    arise  in   connection   with  the  sale,   lease  or  other
                    disposition  of the  Collateral  and  has no  obligation  to
                    provide any  warranties  at such time.  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

                                  Page 7 of 13
<PAGE>

Wegener Communications, Inc.
June 28, 2002
Page 8

                    order of application, as Bank may from time to time elect.

          (k)  All references to "fixtures" in the Agreement shall be amended to
read "Fixtures".

          (l)  The Agreement is hereby amended to add a new Exhibit C-Commercial
Tort Claims, as set forth on Exhibit C hereto.

          (m)  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

                                  Page 8 of 13
<PAGE>

Wegener Communications, Inc.
June 28, 2002
Page 9

               (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 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)  "INTENTIONALLY OMITTED"; MINUS

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

                    provided,  that the  aggregate  Loan Limit shall in no event
                    exceed  FIVE  MILLION  AND NO/100  DOLLARS  ($5,000,000.00),
                    except as such amount may be increased or decreased by Bank,
                    in its sole discretion, from time to time.

          (n)  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:   Borrower   shall  pay  to  Bank  annual
                    facilities  fees equal to (i) $5,624.98,  which fee shall be
                    fully  earned  by Bank on the  date  of this  Amendment  and
                    payable on March 29, 2002 and (ii) one  percent  (1%) of the
                    aggregate  Loan  Limit,  which fee shall be fully  earned by
                    Bank and  payable  on June  30,  2002 and on the same day of
                    each  year  thereafter  during  the  Original  Term  and any
                    Renewal Term.

          (o)  Paragraph  (9) of  Exhibit A of the  Agreement  is deleted in its
entirety and the following is substituted in its place:

                                  Page 9 of 13
<PAGE>

Wegener Communications, Inc.
June 28, 2002
Page 10

               (9)  Notwithstanding  the provision of subparagraph  11(o) of the
                    Agreement.  Borrower  shall at all times maintain a Tangible
                    Net  Worth  equal  to the  Minimum  Tangible  Net  Worth  as
                    hereafter  defined.  At all times  from  November  30,  2001
                    through  August 30, 2002 "Minimum  Tangible Net Worth" shall
                    equal  $3,500,000.00.  Thereafter,  from August 31st of each
                    year  through  August 30th of the  following  year,  Minimum
                    Tangible  Net  Worth  shall be equal to the  greater  of (1)
                    Borrower's   Tangible  Net  Worth  as  shown  on  Borrower's
                    reviewed  year-end  financial  statement for the immediately
                    preceding  fiscal year (which  shall be delivered to Bank in
                    form  and  substance  satisfactory  to  Bank no  later  than
                    November 30th of each year), or (2) the Minimum Tangible Net
                    Worth as of the last day of the immediately preceding fiscal
                    year,  plus Two Hundred  Fifty  Thousand and No/100  Dollars
                    ($250,000.00).   "TANGIBLE  NET  WORTH"  being  defined  for
                    purposes  of  this  paragraph  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 financial  statement
                    dated  November  30,  2001 except as set forth  herein.  The
                    measurement   for  Minimum   Tangible  Net  Worth  shall  be
                    determined  solely by Bank at the end of each of  Borrower's
                    fiscal years.

          (p)  Paragraph (9) of Exhibit A of the Agreement is amended to add the
following provisions:

               (9).(1) FIXED CHARGE  COVERAGE RATIO  COVENANT:  Borrower  hereby
                    covenants  and  agrees  not to permit the Ratio of EBITDA to
                    Fixed  Charges  for each  period set forth  below to be less
                    than the amount set forth below for such period:

                                    PERIOD                            AMOUNT
                                    ------                            ------

                    Twelve  (12)  month  period   ending  on        2.0 to 1.0
                    November  30,  2001 and each twelve (12)
                    month  period  thereafter  ending on the
                    last  day of each of  Borrower's  fiscal
                    quarters.

                                 Page 10 of 13
<PAGE>

Wegener Communications, Inc.
June 28, 2002
Page 11

                    For  purposes of this  paragraph  (9).(1) of this Exhibit A,
                    "RATIO OF EBITDA  TO FIXED  Charges"  means the ratio of (x)
                    net   income  (or  loss)  for  the   applicable   period  of
                    measurement determined in accordance with generally accepted
                    accounting  principles,  plus any provision for (or less any
                    benefit  from) income and  franchise  taxes  included in the
                    determination of net income,  plus interest expense deducted
                    in the  determination of net income,  plus  amortization and
                    depreciation  deducted in the  determination  of net income,
                    plus extraordinary  losses (or less gains), as defined under
                    generally  accepted  accounting  principles  to (y)  without
                    duplication,  scheduled  payments  of  principal  during the
                    applicable   period  of  measurement  with  respect  to  all
                    indebtedness of Borrower for borrowed money,  plus scheduled
                    payments  of  principal  during  the  applicable  period  of
                    measurement  with respect to all capital lease  obligations,
                    plus  scheduled  payments of interest  during the applicable
                    period of measurement  with respect to all  indebtedness  of
                    Borrower for borrowed  money and with respect to all capital
                    lease  obligations,  plus  unfinanced  capital  expenditures
                    during the applicable period of measurement for the purchase
                    or other  acquisition of fixed assets,  plus payments during
                    the applicable period of measurement in respect of income or
                    franchise taxes.

     2.   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 NATIONAL BANK,
                                        A NATIONAL BANKING ASSOCIATION

                                        By: /s/ Phil  Banka
                                            ---------------
                                        Title:  Vice President
                                                --------------


                                 Page 11 of 13
<PAGE>

Wegener Communications, Inc.
June 28, 2002
Page 12


Accepted and agreed to this
1st day of April, 2002.

WEGENER COMMUNICATIONS, INC.

By: /s/ C.Troy Woodbury, Jr.
    ------------------------
    TROY WOODBURY, JR.

Title: Treasurer and CFO

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

WEGENER CORPORATION

By: /s/ Robert A. Placek
    --------------------
    ROBERT A. PLACEK

Title: President and CEO

Date: April 1, 2002

                                 Page 12 of 13
<PAGE>

Wegener Communications, Inc.
June 28, 2002
Page 13

                        EXHIBIT C-COMMERCIAL TORT CLAIMS

                         BORROWER TO PROVIDE INFORMATION


                                 Page 13 of 13
<PAGE>