Item 1.01 Entry into a Material Definitive Agreement.

On September 30, 2009, Winland Electronics, Inc. and M&I Marshall & Illsley Bank executed Amendment No. 14 to Credit Agreement, which further amends the Credit and Security Agreement dated June 30, 2003, as amended (the "Credit Agreement"). The current amendment amends the following provisions of the Credit Agreement:

º Section 1.1 definition of "Borrowing Base" to read "at any time, the lesser of: (a) the Maximum Line; or (b) 80% of Eligible Accounts";
º Section 1.1 (xi) to read "that portion of Accounts owed by an account debtor, regardless of whether otherwise eligible, which exceeds 15%, or, as to Accounts owed by XATA, 40% (or in any event such lower percentage as Lender may designate upon a determination by Lender that the quality of any Account has been diminished) of all Accounts owed by all account debtors.";
º Section 1.1 definition of "Maximum Line" to read "$2,500,000.00";
º Section 1.1 clause (ii) to read "three and one-half percent (3.50%)";
º Section 2.6 (a) to read "Note. Except as set forth in Sections 2.6(b), 2.6(c) and 2.6(d), the outstanding principal balance of the Revolving Note shall bear interest at the greater of (i) five percent (5.0%) per annum, or
(ii) the LIBOR Rate";
º Section 6.1 to add subsection (k) to read "on the first day of each week, a current borrowing base certificate substantially in the form of Exhibit C hereto"; and
º Section 6.12 to read "The Borrower will maintain its Tangible Net Worth, on a consolidated basis with all Subsidiaries, as of the end of each fiscal quarter commencing with the fiscal quarter ending September 30, 2009, at not less than $7,300,000.00".

Amendment No. 14 to Credit Agreement is attached as an exhibit to this report.