Exhibit
      4.1

    


    


    


    


    


    
      	 	
              June
                28, 2007

            


    

    


    Wegener
      Communications, Inc.

    11350
      Technology Circle

    Duluth,
      Georgia 30155 

    


    Re:
      Ninth 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) 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 September
                30, 2008
                (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.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    (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)

            	
              Up
                to One Million and No/100 Dollars ($1,000,000.00) as a special
                accommodation; provided, however, the advances requested by Borrower
                under
                this subparagraph (1)(g) shall be made by Bank only if there is
                insufficient availability under subparagraphs (1)(a), (1)(b), (1)(c),
                (1)(d), (1)(e), and (1)(f) of this Exhibit A;
                plus

            
	 	 
	
              (h)

            	
              Up
                to
                fifty
                percent (50%)
                against the face amount of commercial Letters of Credit issued by
                Bank for
                the purpose of purchasing Eligible Inventory; provided, that such
                commercial Letters of Credit are in form and substance satisfactory
                to
                Bank; 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), (1)(f) and 1(h) of this Exhibit A shall in no event
                exceed
                Five Million and No/100 Dollars ($5,000,000.00);

            
	 	 
	 	
              further
                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.

            


    

    


    (c) Subparagraph
      (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 an annual facilities fees equal to two percent
                (2.0%) of
                the aggregate Loan Limit, which fee shall be fully earned by Bank
                and
                payable on June 30, 2007,
                and
                on the same day of each year thereafter during the Original Term
                and any
                Renewal Term.

            


    

    


    

      
        	
                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/
                Daniel Gallagher

            
	 	 
	 	
              Title:
                Vice President

            


    

    


    


    Accepted
      and agreed to this

    29th
      day
      of June, 2007.

    


    WEGENER
      COMMUNICATIONS, INC.

    


    By:
      /s/Robert A. Placek

     Robert
      A. Placek

    Title:
      President

    


    By
      /s/C.
      Troy Woodbury Jr.

    C. Troy
      Woodbury, Jr.

    Title:
      Treasurer 

    


    


    Consented
      and agreed to by the following guarantor of the obligations of Wegener
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Communications,
      Inc. to
      LaSalle Bank National Association.

    


    


    WEGENER
      CORPORATION

    


    By:
      /s/Robert A. Placek _

     Robert
      A. Placek

    Title:
      President and CEO

    Date:
      June 29, 2007