EXHIBIT 4.1

                                  AMENDMENT TO
                              RADYNE COMSTREAM INC.
                          2000 LONG-TERM INCENTIVE PLAN

                                  MAY 22, 2002

         Radyne ComStream Inc. (the "Company") previously approved and adopted
the Radyne ComStream Inc. 2000 Long-Term Incentive Plan (the "Plan") to promote
the success and enhance the value of the Company by linking the personal
interests of its members of the Board, employees, officers, and executives of,
and consultants and independent contractors providing services to, the Company
to those of the Company's stockholders and by providing such individuals with an
incentive for outstanding performance in order to help grow the Company and to
generate superior returns to shareholders of the Company. By this instrument,
the Company desires to amend the Plan to increase the number of shares of the
Company's stock available for grant under the Plan from 2,500,000 to 4,000,000.

         1.       The provisions of this Amendment will be effective as of date
approved by the Stockholders of the Company at the Annual Meeting of
Stockholders to be held on May 22. 2002.

         2.       Section 5.1 of the Plan is hereby amended by replacing the
number 2,500,000 with the number 4,000,000.

         3.       This Amendment will amend only the provisions of the Plan as
set forth herein. Those provisions of the Plan not expressly amended hereby
shall be considered in full force and effect.