Exhibit 10.1



December 18, 2008


Dear Curt,


We have agreed
that it is desirable to document in writing the terms of your consulting
services to Communications Systems Inc. which were originally established on
October 23, 2007 by action of the Board of Directors at that time.



1.
          Because of your
unique position as a founder of the Company and its CEO for more than 37 years,
because of your familiarity with the Company’s business practices, clients,
contacts, processes and products, and because your knowledge, skill and ability
can continue to provide benefit to the Company, the Company desires to retain
you to provide consulting services to the Company on a year to year basis.


2.          We
agree your services as a consultant began on May 21, 2008 in accordance with
decisions adopted by Compensation Committee and Board of Director beginning in
October 2007, and that this Letter Agreement memorializes both the services you
have provided since May 21, 2008 and will continue to provide until such time
as this Letter Agreement is modified or terminated. 


3.          Your
compensation for consulting services has been and shall continue to be at the
annual rate of $130,000.00 per year. While in 2008 this compensation was paid
to you as an employee, effective January 1, 2009 you will be compensated as an
independent contractor.


4.          Your
compensation as consultant to the Company is independent of compensation as a
director that you have received (beginning at the May 2008 shareholders
meeting) and will continue to receive so long as you are a director of the
Company.


5.          Your
duties as a consultant are to faithfully, diligently and to the best of your
ability be responsible for the development and support of all projects assigned
to you by the Company’s CEO or Board of Directors. Within this overall
framework, you will serve as a spokesperson and ambassador for the Company with
shareholders, customers, suppliers, employees, and other stakeholders. Further,
you agree to assist the CEO and provide advice in such areas as corporate
planning and strategies, corporate finance, marketing, business development and
executive compensation. Upon request, you will provide introductions and
liaison with individuals, companies or groups that could assist the Company in
its continue development and growth. You agreed that in providing these
services, you will at all times be subject to Company policies and procedures,
as well as directions and restrictions the Company Board of Directors or CEO
may reasonably adopt from time to time.


6.          You
will formally be treated as an independent contractor rather than an employee
effective January 1, 2009. As an independent contractor, the manner you fulfill
your responsibilities and render your services shall be in your sole discretion.
On the other hand, you understand and agree you shall not have authority to act
as an agent or employee of the Company. Also, as an independent contractor you
shall be solely responsible
for withholding of taxes and FICA, and shall not be eligible to participate in
any employee health plan or any other fringe benefit of the Company.







7.          The
Company will provide reasonable and appropriate support to you in your role as
a consultant, as well as to enable you to fulfill your duties as the Chairman
of the Company’s Board of Directors, including suitable office space in Hector,
Minnesota and Minnetonka, Minnesota, a Company provided car and cell phone, and
administrative support in Hector, Minnesota.


8.          You
will provide consulting services to the Company under this agreement on a year
to year basis, with the initial term ending May 30, 2009. Within 30 days prior
to that date, and each subsequent May 30, we have the right to give you written
notice that we wish to terminate this agreement or modify its terms, but if we
do not do so, this agreement will automatically renew for an additional one
year term. You, however, may terminate this agreement at any time on thirty
days notice. 


If you agree
that this letter correctly documents our understandings and agreements, please
sign where indicated below.


Very Truly
Yours,


Communication
Systems Inc.


/s/ Jeffrey K. Berg


Jeffrey K.
Berg

President


Accepted and
Agreed


/s/ Curtis A. Sampson


Curtis A. Sampson.