Exhibit
      4.2.9

    


    November
      22, 2008

    


    Wegener
      Communications, Inc.

    11350
      Technology Circle

    Duluth,
      Georgia 30155 

    


    Re:
      Tenth 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
      1 of the
      Agreement is hereby amended to change the following two definitions: (i) the
      defined term “Lock
      Box Account”
is
      hereby deleted in its entirety, and (ii) the defined term “Lock
      Box”
shall
      have the meaning specified in paragraph
      7(a) of
      the Agreement.

    


    (b) Paragraph
      1 of the Agreement is hereby amended to add the following definitions to be
      inserted in their proper alphabetical order:

    


    "Dominion
      Account"
      shall
      have the meaning specified in paragraph 7(a)
      hereof.

    


    “Systems
      Day One”
shall
      mean the date upon which Bank’s system of record for loans and deposits shall
      convert to the system of record for loans and deposits used by Bank of America,
      N.A.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Wegener
      Communications, Inc.

    November
      22, 2008

    Page
      2


    


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

    


    
      	 	
              (a)

            	
              Borrower
                shall direct all of its Account Debtors to make all payments on the
                Accounts directly to a post office box (the "Lock
                Box")
                designated by, and under the exclusive control of, Bank, at a financial
                institution acceptable to Bank. Borrower has established an account
                (the
                "Dominion
                Account")
                in Bank’s name with a financial institution acceptable to Bank, into which
                all payments received in the Lock Box shall be deposited, and into
                which
                Borrower will immediately deposit all payments received by Borrower
                on
                Accounts in the identical form in which such payments were received,
                whether by cash or check; provided that on or prior to Systems Day
                One, at
                the request of Bank, the Dominion Account shall be changed to Borrower’s
                name for the benefit of Bank. If Borrower, any Affiliate or Subsidiary,
                any shareholder, officer, director, employee or agent of Borrower
                or any
                Affiliate or Subsidiary, or any other Person acting for or in concert
                with
                Borrower shall receive any monies, checks, notes, drafts or other
                payments
                relating to or as Proceeds of Accounts or other Collateral, Borrower
                and
                each such Person shall receive all such items in trust for, and as
                the
                sole and exclusive property of, Bank and, immediately upon receipt
                thereof, shall remit the same (or cause the same to be remitted)
                in kind
                to the Dominion Account. The financial institution with which the
                Dominion
                Account is established shall acknowledge and agree, in a manner
                satisfactory to Bank, that the amounts on deposit in such Lock Box
                and
                Dominion Account are the sole and exclusive property of Bank, that
                such
                financial institution will follow the instructions of Bank with respect
                to
                disposition of funds in the Lock Box and Dominion Account without
                further
                consent from Borrower, that such financial institution has no right
                to
                setoff against the Lock Box or Dominion Account or against any other
                account maintained by such financial institution into which the contents
                of the Lock Box or Dominion Account are transferred, and that such
                financial institution shall wire, or otherwise transfer in immediately
                available funds to Bank in a manner satisfactory to Bank, funds deposited
                in the Dominion Account on a daily basis as such funds are collected.
                Borrower agrees that all payments made to such Dominion Account or
                otherwise received by Bank, whether in respect of the Accounts or
                as
                Proceeds of other Collateral or otherwise (except for proceeds of
                Collateral which are required to be delivered to the holder of a
                Permitted
                Lien which is prior in right of payment), will be applied on account
                of
                the Liabilities in accordance with the terms of this Agreement. Borrower
                agrees to pay all customary fees, costs and expenses in connection
                with
                opening and maintaining the Lock Box and Dominion Account. All of
                such
                fees, costs and expenses if not paid by Borrower, may be paid by
                Bank and
                in such event all amounts paid by Bank shall constitute Liabilities
                hereunder, shall be payable to Bank by Borrower upon demand, and,
                until
                paid, shall bear interest at the highest rate then applicable to
                Loans
                hereunder. All checks, drafts, instruments and other items of payment
                or
                Proceeds of Collateral shall be endorsed by Borrower to Bank, and,
                if that
                endorsement of any such item shall not be made for any reason, Bank
                is
                hereby irrevocably authorized to endorse the same on Borrower's behalf.
                For the purpose of this section, 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
                (i) to endorse Borrower's name upon said items of payment and/or
                Proceeds of Collateral and upon any Chattel Paper, Document, Instrument,
                invoice or similar document or agreement relating to any Account
                of
                Borrower or Goods pertaining thereto; (ii) to take control in any
                manner of any item of payment or Proceeds thereof and (iii) to have
                access to any lock box or postal box into which any of Borrower's
                mail is
                deposited, and open and process all mail addressed to Borrower and
                deposited therein.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      Wegener
        Communications, Inc.

      November
        22, 2008

      Page
        3

        

    

    (d) Paragraph
      7(c) of the Agreement is hereby amended to add the following at the end of
      such
      subparagraph:

    


    
      	 	
              (c)

            	
              Notwithstanding
                the foregoing, on or after Systems Day One, for purposes of determining
                the amount of Loans available for borrowing purposes, the ledger
                balance
                in the main Dominion Account as of the end of a Business Day shall
                be
                applied to the Liabilities at the beginning of the next Business
                Day.
                However, solely for purposes of computing interest hereunder, and
                in
                addition to Bank's standard fees and charges relating to the Dominion
                Account, any application by Bank of such balance to the Liabilities
                shall
                be deemed to be made two (2) Business Day(s) after application to
                the
                Liabilities as set forth in the preceding sentence. If, as a result
                of
                such application, a credit balance exists, the balance shall not
                accrue
                interest in favor of Borrower and shall be made available to Borrower
                as
                long as no Event of Default exists. Borrower irrevocably waives the
                right
                to direct the application of any payments or Collateral proceeds,
                and
                agrees that Bank shall have the continuing, exclusive right to apply
                and
                reapply same against the Liabilities, in such manner as Bank deems
                advisable, notwithstanding any entry by Bank in its
                records.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      Wegener
        Communications, Inc.

      November
        22, 2008

      Page
        4

        

    

    (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
September
                    30, 2009
                    (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.

                


        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      Wegener
        Communications, Inc.

      November
        22, 2008

      Page
        5
  

    

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

     

    
      	   	
              (6)

            	
              INTEREST
                RATE: (i)
                All Loans made pursuant to subparagraphs (1)(a), (1)(b), (1)(c),
                (1)(d),
                (1)(e), (1)(f), (1)(g), and (1)(h) of this Exhibit A shall bear interest
                at Bank's publicly announced prime rate (which is not intended to
                be
                Bank's lowest or most favorable rate in effect at any time) (the
                "Prime
                Rate") in effect from time to time Interest shall be payable on the
                last
                business day of each month, in arrears. Each rate of interest set
                forth
                herein shall increase or decrease with each increase of decrease
                in the
                Prime Rate, effective on the effective date of each such change in
                the
                Prime Rate. Furthermore, if Bank, in its sole discretion determines
                that
                Borrower’s operating performance is unsatisfactory, such rate of interest
                shall be adjusted to the Prime Rate plus one percent (1%). Upon the
                occurrence of an Event of Default and the continuance thereof, each
                Loan
                shall bear interest at the rate of two percent (2%) per annum in
                excess of
                the interest rate otherwise payable thereon, which interest shall
                be
                payable on demand. All interest shall be calculated upon the basis
                of a
                360 day year.

            


    

    


    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

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      Wegener
        Communications, Inc.

      November
        22, 2008

      Page
        6

        

    

    
      
        	
                Accepted
                  and agreed to this

              
	
                _____
                  8th
                  day of September, 2008.

              
	 
	
                WEGENER
                  COMMUNICATIONS, INC.

              
	 
	
                By:
                  /s/ Robert A. Placek

              
	
                 Robert
                  A. Placek

              
	
                Title:
                  President and CEO

              
	 
	
                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:
                  September 8, 2008