Exhibit 10.1

CERTIFICATE OF DESIGNATION
OF
SERIES K SENIOR CONVERTIBLE PREFERRED STOCK
OF
DRI CORPORATION

DRI Corporation (hereinafter called the “Corporation”), a corporation organized and existing under the Business Corporation Act of the State of North Carolina, hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 55-6-02 of the Business Corporation Act by a unanimous written consent in lieu of a meeting, dated October 7, 2009.

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the “Board of Directors” or the “Board”) in accordance with the provisions of the Articles of Incorporation of the Corporation (“Articles of Incorporation”), the Board of Directors hereby certifies in their entirety the terms and provisions of the Series K Senior Convertible Preferred Stock, par value $.10 per share, shall have the designation and number of shares, and the relative rights, preferences, and limitations thereof as follows:

     (a) The holders of shares of Series K Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, consistent with applicable law and out of funds legally available therefor, dividends during the period commencing on October 7, 2009 (the “Commencement Date”) and continuing for as long as any of the shares of Series K Preferred Stock remain outstanding. Dividends shall accrue quarterly at the rate of nine and one-half percent (9-1/2%) per annum on the Liquidation Preference (as hereinafter defined), shall compound quarterly, and shall be paid on December 15, March 15, June 15 and September 15 of each year (each, a “Payment Date”) (except that if any such date is a Saturday, Sunday or legal holiday, then such dividend shall be payable on the next day that is not a Saturday, Sunday or legal holiday); provided , however , that the first payment of dividends following the Commencement Date shall be made on December 15, 2009. Each such dividend shall be payable in arrears to the holders of record of shares of Series K Preferred Stock, as they appear on the stock records of the Corporation, at the close of business on the date that is fifteen (15) days preceding the Payment Date thereof, provided , however , that the Board of Directors may fix a different record date for any dividend payment, which date shall be not less than ten (10) days nor more than sixty (60) days preceding the Payment Date thereof. Dividends on shares of Series K Preferred Stock shall accrue (whether or not declared) on a daily basis from and including the Commencement Date. Accrued dividends for each Dividend Period (as hereinafter defined) shall be cumulative (whether or not such dividends are declared) and shall compound on each Payment Date. Such dividends shall accumulate to the extent not paid on the Payment Date occurring on the last day of the Dividend Period for which they accrue, and any such accrued and unpaid dividends for any past Dividend Period may be declared and paid at any time, without reference to any regular

Payment Date, to holders of record on such date, not more than forty-five (45) days preceding the Payment Date thereof, as may be fixed by the Board of Directors. For purposes of this Section 2, a “Dividend Period” shall mean a quarterly dividend period commencing on the calendar day immediately following the Commencement Date and immediately following each subsequent Payment Date and ending on and including the next following Payment Date. The Series K Preferred Stock shall rank prior and superior to the Series AAA Preferred Stock (“Series AAA Preferred Stock”), the Series E Redeemable Nonvoting Convertible Preferred Stock (“Series E Preferred Stock” and together with the Series AAA Preferred Stock, the “Tier 3 Preferred Stock”) and prior and superior to the shares of preferred stock of the Corporation that are senior to the Tier 3 Preferred Stock, comprising the Series G Preferred Stock (“Series G Preferred Stock”), the Series H Preferred Stock (“Series H Preferred Stock”) and the Series J Preferred Stock (“Series J Preferred Stock”, and together with the Series G Preferred Stock, Series H Preferred Stock and Series J Preferred Stock, the “Tier 2 Preferred Stock” and together with the Tier 3 Preferred Stock, the “Existing Preferred Stock”) and the common stock, par value $0.10 per share (the “Common Stock” and together with the Existing Preferred Stock and any other class or series of stock ranking junior to the Existing Preferred Stock with respect to dividends and payments upon liquidation, dissolution and winding up are referred to, collectively, as the “Junior Stock”), of the Corporation with respect to the payment of dividends. In the event any new shares of Series K Preferred Stock are issued during any Dividend Period or any shares of Series K Preferred Stock are redeemed by the Corporation or converted during any Dividend Period, the accrued dividends shall be prorated in proportion to the number of days during that Dividend Period during which such shares were outstanding. All accrued but unpaid dividends shall be paid upon redemption or conversion of the shares of Series K Preferred Stock.

     (b) Such dividends shall be payable in cash or additional shares of Series K Preferred Stock, at the Series K Preferred Stock holder’s option, which shall be designated in writing on an annual basis before December 1 ^st of each year and, in any event, if not otherwise designated, shall be payable in cash. In the event that any payment of dividends would require shareholder approval under the NASDAQ listing requirements, the Corporation agrees to seek such approval, tog