SECOND AMENDMENT TO THE LOAN AND SECURITY AGREEMENT

Exhibit 10.88

SECOND AMENDMENT TO THE LOAN AND SECURITY AGREEMENT

      SECOND AMENDMENT dated as of March 26, 2009 (this “ Amendment ”) among DIGITAL RECORDERS, INC., a North Carolina corporation (“ Digital ”), TWINVISION OF NORTH AMERICA, INC., a North Carolina corporation (“ TwinVision ” and, together with Digital, the “ Borrowers ”), DRI CORPORATION, a North Carolina corporation (“ Guarantor ” and, together with the Borrowers, the “ Loan Parties ”) and BHC INTERIM FUNDING III, L.P., a Delaware limited partnership (“ Lender ”), to that certain Loan and Security Agreement dated as of June 30, 2008 (as amended, modified, supplemented or restated from time to time, the “ Loan Agreement ”) among the Loan Parties and Lender. Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement.

      WHEREAS, the Borrowers have requested that the Lender agree to modify certain terms of the Loan Agreement, and the Lender is willing to do so, on the terms and subject to the satisfaction of the conditions contained herein.

      NOW, THEREFORE , in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Loan Parties and Lender hereby agree as follows:

      Section One. Amendment to Loan Agreement .

     (a)  Section 6.18(D) . Leverage Ratio . Section 6.18(D) of the Loan Agreement is hereby deleted in its entirety and the following is hereby substituted therefor:

     (D) Leverage Ratio . Loan Parties shall maintain as of the end of each fiscal quarter set forth below a ratio of (i) Funded Debt of the Loan Parties on a Consolidated Basis outstanding on the last day of such fiscal quarter to (ii) EBITDA of the Loan Parties on a Consolidated Basis for the twelve month period ending on the last day of such fiscal quarter of not greater than the ratio set forth below opposite the last day of such fiscal quarter:

     (b)  Section 6.18 (F) . EBITDA . Section 6.18 (F) is hereby deleted in its entirety and the following is hereby substituted therefor:

     (F) EBITDA . Parent and its consolidated Subsidiaries, on a consolidated basis, shall maintain as of the end of each quarter set forth below, for the twelve month period ending on the last day of such fiscal quarter, a minimum EBITDA as follows:

      Section Two. Representations and Warranties . To induce Lender to enter into this Amendment, the Loan Parties hereby warrant and represent to Lender as follows:

     (a) all of the representations and warranties contained in the Loan Agreement and each other Loan Document to which the Loan Parties are a party continue to be true and correct in all material respects as of the date hereof, as if repeated as of the date hereof, except for such representations and warranties which, by their terms, are expressly made only as of a previous date;

     (b) the execution, delivery and performance of this Amendment by each of the Loan Parties is within their corporate powers, has been duly authorized by all necessary corporate action on their part, and each of the Loan Parties has received all necessary consents and approvals (if any are required) for the execution and delivery of this Amendment;

     (c) the Organizational Documents of Borrowers and Guarantor previously delivered to Lender by the Loan Parties have not been amended or modified in any respect as of the date hereof;

     (d) upon its execution, the Loan Agreement as amended by this Amendment shall constitute the legal, valid and binding obligation of the Loan Parties, enforceable against the Loan Parties in accordance with their terms as so amended, except as such enforceability may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) general principles of equity;

     (e) except as set forth herein or as the Loan Parties or their representatives shall have notified Lender of in writing, none of the Loan Parties are in default under any indenture, mortgage, deed of trust, or other material agreement or material instrument to which they are a party or by which they may be bound which could have a Material Adverse Effect. Neither the execution and delivery of this Amendment, nor the consummation of the transactions herein

contemplated, nor compliance with the provisions hereof will (i) violate any law or regulation applicable to any of the Loan Parties, (ii) cause a violation by any of the Loan Parties of any order or decree of any court or government instrumentality applicable to them, (iii) conflict with, or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, or other material agreement or material instrument to which any of the Loan Parties is a party or by which they may be bound, or (iv) result in the creation or imposition of any lien, charge, or encumbrance upon an