Exhibit
      10.10

    


    


    AMENDMENT
      NO. 1 

    Dated
      as of

    September
      29, 2008

    


    TO

    


    AGREEMENT

    


    between

    


    Wegener
      Corporation

    


    a
      Delaware corporation, and its

    wholly
      owned subsidiary Wegener Communications, Inc.,

    a
      Georgia corporation

     

    and

    


    C.
      Troy Woodbury, Jr.


    


    Dated
      as of

    May
      2, 2003

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      Amendment No. 1 to the Agreement dated as of May 2, 2003 (hereinafter
“Amendment”) is made by and between Wegener Corporation, a Delaware corporation
      (the “Parent”), and its wholly owned subsidiary Wegener Communications, Inc., a
      Georgia corporation (“Subsidiary”) (Parent and Subsidiary hereinafter
      collectively referred to as “Company”) and C. Troy Woodbury, Jr. (the
“Executive”).

    


    WHEREAS,
      the
      Company and the Executive entered into an Agreement dated as of May 2, 2003
      (the
“Original Retention Agreement”), whereby the Executive is provided certain
      benefits in connection with a change in control of the Company; and

    


    WHEREAS,
      the
      Company and the Executive have determined that it is in the mutual best
      interests of each to amend the Original Retention Agreement as provided for
      herein; 

    


    WHEREAS,
      in
      consideration of this Amendment, the Company will forego its right to give
      notice of nonrenewal of the Original Retention Agreement as of September 30,
      2008 (but such right is preserved in future years);

    


    NOW,
      THEREFORE,
      in
      consideration of the premises, and the mutual covenants contained herein, and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:

    


    1. Effectiveness
      of Amendment.
      This
      Amendment is executed pursuant to Section 11 of the Original Retention
      Agreement. This Amendment shall take effect as of September 29, 2008, the date
      of its execution by the Company and Executive.

    


    2. Defined
      Terms.
      All
      capitalized terms used but not defined in this Amendment 

    shall
      have the meanings assigned to them in the Original Retention
      Agreement.

    


    3. No
      Other Provisions Affected.
      Except
      to the extent expressly amended by this Amendment, all of the provisions of
      the
      Original Retention Agreement shall remain in full force and effect, unaffected
      by this Amendment.

    


    4. Amendment
      to Section 2 of the Original Retention Agreement.
      Section
      2, entitled “Term of Agreement,” is hereby amended by substituting the term
“twenty-four (24) months” for the term “thirty-six (36) months” in the last
      proviso of Section 2.

    


    5. Amendment
      to Section 4 of the Original Retention Agreement.
      Section
      4, entitled “The Executive’s Covenants,” is hereby amended by adding the
      following sentence to the end of Section 4: 

    


    “In
      the
      event that the Executive becomes entitled to the Severance Payments (as
      hereinafter defined) provided for in this Agreement, and the employment of
      the
      Executive is terminated, the Executive agrees to resign from the Board of
      Directors of the Parent, and Board of Directors of the Subsidiary (if
      applicable), if requested to resign by the Chairman of the Board of the
      Parent.”

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    6. Amendment
      to Section 6(A) of the Original Retention Agreement.
      Section
      6, entitled “Severance Payments,” subparagraph (A), is hereby amended by
      substituting the term “one and one-half (1.5)” for the term “two and one-half
      (2.5)” in each place where the term “two and one-half (2.5)” is used in
      subparagraph 6(A).

    


    7. Amendment
      to Section 6(C) of the Original Retention Agreement.
      Section
      6, entitled “Severance Payments,” subparagraph (C), is hereby amended by
      deleting subparagraph (C) in its entirety. 

    


    8. Amendment
      to Section 6(D) of the Original Retention Agreement.
      Section
      6, entitled “Severance Payments,” subparagraph (D), is hereby amended by
      substituting the term “an eighteen (18) month period” for the term “a thirty
      (30) month period” in each place where the term “a thirty (30) month period” is
      used in subparagraph 6(D).

    


    9. References
      to the Original Retention Agreement.
      All
      references in the Original Retention Agreement or any specific provision thereof
      (including references that use the terms “hereto” and “hereof”), shall
      automatically be deemed references to the Original Retention Agreement as
      amended by this Amendment, without any specific references individually to
      any
      of the foregoing amendments.

    


    10. Counterparts.
      This
      Amendment may be executed in several counterparts, each of which shall be deemed
      to be an original, but all of which together will constitute one and the same
      instrument.

    


    [Signatures
      appear on the following page.]

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have set their hands and seals all as of the day and year first
      above written.

     

    
      	 	
              WEGENER
                CORPORATION

            
	 	 	 
	 	
              By:

            	
              /s/
                Jeffrey J. Haas

            
	 	 	
              Jeffrey
                J. Haas

            
	 	 	
              Chairman
                of the Compensation and

            
	 	 	
              Incentive
                Plan Committee of the

            
	 	 	
              Board
                of Directors

            
	 	 	 
	 	 	 
	 	
              WEGENER
                COMMUNICATIONS, INC.

            
	 	 	 
	 	
              By:

            	
              /s/
                Robert A. Placek

            
	 	 	
              Robert
                A. Placek

            
	 	 	
              Chairman
                and Chief Executive Officer

            
	 	 	 
	 	 	 
	 	
              EXECUTIVE

            
	 	 	 
	 	/s/
              C. Troy Woodbury, Jr.
	 	C.
              Troy Woodbury, Jr.


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    AMENDMENT
      NO. 1 

    Dated
      as of

    September
      29, 2008

    


    TO

    


    AGREEMENT

    


    between

    


    Wegener
      Corporation

    


    a
      Delaware corporation, and its

    wholly
      owned subsidiary Wegener Communications, Inc.,

    a
      Georgia corporation

    


    and

    


    Ned
      L. Mountain

    


    Dated
      as of

    May
      2, 2003

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    This
      Amendment No. 1 to the Agreement dated as of May 2, 2003 (hereinafter
“Amendment”) is made by and between Wegener Corporation, a Delaware corporation
      (the “Parent”), and its wholly owned subsidiary Wegener Communications, Inc., a
      Georgia corporation (“Subsidiary”) (Parent and Subsidiary hereinafter
      collectively referred to as “Company”) and Ned L. Mountain (the
“Executive”).

    


    WHEREAS,
      the
      Company and the Executive entered into an Agreement dated as of May 2, 2003
      (the
“Original Retention Agreement”), whereby the Executive is provided certain
      benefits in connection with a change in control of the Company; and

    


    WHEREAS,
      the
      Company and the Executive have determined that it is in the mutual best
      interests of each to amend the Original Retention Agreement as provided for
      herein; 

    


    WHEREAS,
      in
      consideration of this Amendment, the Company will forego its right to give
      notice of nonrenewal of the Original Retention Agreement as of September 30,
      2008 (but such right is preserved in future years);

    


    NOW,
      THEREFORE,
      in
      consideration of the premises, and the mutual covenants contained herein, and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:

    


    1. Effectiveness
      of Amendment.
      This
      Amendment is executed pursuant to Section 11 of the Original Retention
      Agreement. This Amendment shall take effect as of September 29, 2008, the date
      of its execution by the Company and Executive.

    


    2. Defined
      Terms.
      All
      capitalized terms used but not defined in this Amendment 

    shall
      have the meanings assigned to them in the Original Retention
      Agreement.

    


    3. No
      Other Provisions Affected.
      Except
      to the extent expressly amended by this Amendment, all of the provisions of
      the
      Original Retention Agreement shall remain in full force and effect, unaffected
      by this Amendment.

    


    4. Amendment
      to Section 2 of the Original Retention Agreement.
      Section
      2, entitled “Term of Agreement,” is hereby amended by substituting the term
“twenty-four (24) months” for the term “thirty-six (36) months” in the last
      proviso of Section 2.

    


    5. Amendment
      to Section 4 of the Original Retention Agreement.
      Section
      4, entitled “The Executive’s Covenants,” is hereby amended by adding the
      following sentence to the end of Section 4: 

    


    “In
      the
      event that the Executive becomes entitled to the Severance Payments (as
      hereinafter defined) provided for in this Agreement, and the employment of
      the
      Executive is terminated, the Executive agrees to resign from the Board of
      Directors of the Parent, and Board of Directors of the Subsidiary (if
      applicable), if requested to resign by the Chairman of the Board of the
      Parent.”

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    6. Amendment
      to Section 6(A) of the Original Retention Agreement.
      Section
      6, entitled “Severance Payments,” subparagraph (A), is hereby amended by
      substituting the term “one and one-half (1.5)” for the term “two and one-half
      (2.5)” in each place where the term “two and one-half (2.5)” is used in
      subparagraph 6(A).

    


    7. Amendment
      to Section 6(C) of the Original Retention Agreement.
      Section
      6, entitled “Severance Payments,” subparagraph (C), is hereby amended by
      deleting subparagraph (C) in its entirety. 

    


    8. Amendment
      to Section 6(D) of the Original Retention Agreement.
      Section
      6, entitled “Severance Payments,” subparagraph (D), is hereby amended by
      substituting the term “an eighteen (18) month period” for the term “a thirty
      (30) month period” in each place where the term “a thirty (30) month period” is
      used in subparagraph 6(D).

    


    9. References
      to the Original Retention Agreement.
      All
      references in the Original Retention Agreement or any specific provision thereof
      (including references that use the terms “hereto” and “hereof”) shall
      automatically be deemed references to the Original Retention Agreement as
      amended by this Amendment, without any specific references individually to
      any
      of the foregoing amendments.

    


    10. Counterparts.
      This
      Amendment may be executed in several counterparts, each of which shall be deemed
      to be an original, but all of which together will constitute one and the same
      instrument.

    


    [Signatures
      appear on the following page.]

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    IN
      WITNESS WHEREOF,
      the
      parties hereto have set their hands and seals all as of the day and year first
      above written.

     

    
      	 	
              WEGENER
                CORPORATION

            
	 	 	 
	 	
              By:

            	
              /s/
                Jeffrey J. Haas

            
	 	 	
              Jeffrey
                J. Haas

            
	 	 	
              Chairman
                of the Compensation and

            
	 	 	
              Incentive
                Plan Committee of the

            
	 	 	
              Board
                of Directors

            
	 	 	 
	 	 	 
	 	
              WEGENER
                COMMUNICATIONS, INC.

            
	 	 	 
	 	
              By:

            	
              /s/
                Robert A. Placek

            
	 	 	
              Robert
                A. Placek

            
	 	 	
              Chairman
                and Chief Executive Officer

            
	 	 	 
	 	 	 
	 	
              EXECUTIVE

            
	 	 	 
	 	/s/Ned
              L. Mountain
	 	Ned
              L. Mountain


    

     

    
      
         

      

      
        8