November 8, 2010

Exhibit 4.1

November 8, 2010

Wegener Communications, Inc.

00000 Xxxxxxxxxx Xxxxxx

Xxxxx Xxxxx, Xxxxxxx  00000

Re:  Fifteenth Amendment

Gentlemen:

Xxxxxxx Communications, Inc., a Georgia corporation (“Borrower”), and The Xxxxx X. Xxxxxxx Trust Dated December 15, 1999 (“Trust”), as assignee of the Bank of America, N.A., successor interest by merger to LaSalle Bank National Association, respecting a $4,250,000 Loan and Security Agreement (“Security Agreement”), which Security Agreement has been previously amended fourteen times, wish to further amend the Security Agreement as provided herein (the “Fifteenth Amendment”).

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 Borrower and the Trust hereby agree as follows:

Provision A. 7 of the Twelfth Amendment is deleted in its entirety and the following is substituted in its place:

7. Solvency Representation. Borrower’s obligations under paragraph 10(p) of the Security Agreement shall be suspended until the last day of Borrower’s 2011 fiscal second quarter ending on March 4, 2011.  Thereafter, such suspension shall end and Borrower’s full compliance with such obligations shall be required.

Except as expressly amended hereby, the Security Agreement, as amended, are ratified and confirmed by the parties hereto and remain in full force and effect in accordance with the terms thereof.  In the event there is any conflict between the provisions of this Fifteenth Amendment and those in the Security Agreement generally, the provisions of this Fifteenth Amendment shall control in all respects.

[SIGNATURE PAGE FOLLOWS]

THE XXXXX X. XXXXXXX TRUST DATED DECEMBER 15, 1999
By:	/s/ Xxxxx X. Xxxxxxx
Name:	Xxxxx X. Xxxxxxx
Title:	Trustee
Accepted and agreed to this 8th day of November, 2010

XXXXXXX COMMUNICATIONS, INC.
By:	/s/ C. Xxxx Xxxxxxxx, Xx.
Name:	C. Xxxx Xxxxxxxx, Xx.
Title:	CEO
Accepted and agreed to this 8th day of November, 2010

By:	/s/ Xxxxx Xxxxxxxx
Name:	Xxxxx Xxxxxxxx
Title:	Treasurer and CFO
Accepted and agreed to this 8th day of November, 2010
Consented and agreed to by the following guarantor of the obligations of Xxxxxxx Communications, Inc. to The Xxxxx X. Xxxxxxx Trust Dated December 15, 1999.

WEGENER CORPORATION
By:	/s/ C. Xxxx Xxxxxxxx, Xx.
Name:	C. Xxxx Xxxxxxxx, Xx.
Title:	President and CEO
Date:	November 8, 2010