EXHIBIT 4.1

                                  July 1, 2003


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

     RE:  FIFTH AMENDMENT

Gentlemen:

     WEGENER  COMMUNICATIONS,  INC.,  a  Georgia  corporation  ("Borrower")  and
LaSalle Bank National Association,  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 (11) of Exhibit A of the Agreement is deleted in its entirety
and the following is substituted in its place:

          (11) RESTRICTION  OF PAYMENT  OF  EXPENSE  OF PARENT:  Notwithstanding
               anything contained in the Agreement to the contrary, Borrower may
               pay various administrative expenses of Borrower's Parent, Wegener
               Corporation,  provided that: (i) such payment is permitted  under
               all applicable laws, (ii) no Event of Default shall have occurred
               prior to the time,  or would  occur as a result of such  payment,
               (iii) the amount of  expenses  paid does not  exceed One  Million
               Four Hundred Thousand and No/100 Dollars  ($1,400,000.00) for the
               Fiscal year ending as of August 31, 2003,  and (iv) the amount of
               expenses  paid does not exceed Six  Hundred  Thousand  and No/100
               Dollars ($600,000.00) for each Fiscal year thereafter.

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WEGENER COMMUNICATIONS, INC.
JULY 8, 2003
PAGE 2

     (b)  Subparagraph  (7)(b) of Exhibit A of the  Agreement  is deleted in its
entirety and the following is substituted in its place:

          (b)  TRANSACTION   FEE:   Borrower   shall  pay  to  Bank  a  one-time
               transaction  fee in the amount of Five Hundred and No/100 Dollars
               ($500.00), which fee shall be fully earned by Bank on the date of
               this Amendment and payable on July 31, 2003.

          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 BANK NATIONAL ASSOCIATION,
                                        A NATIONAL BANKING ASSOCIATION

                                        By: /s/ Mitchell Rasky

                                        Title: Vice President

Accepted and agreed to this 1st day of July, 2003.

WEGENER COMMUNICATIONS, INC.

By: /s/ Troy Woodbury
    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.

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WEGENER COMMUNICATIONS, INC.
JULY 8, 2003
PAGE 3


WEGENER CORPORATION

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

Title: President and CEO

Date: July 1, 2003

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