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                                                                    EXHIBIT 10.9


                      TECHNICAL COMMUNICATIONS CORPORATION

                               FIRST AMENDMENT TO

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                                       OF

                               CARL H. GUILD, JR.

     This Amendment to the Amended and Restated Employment Agreement is entered
into on November 8, 2001 by and between Technical Communications Corporation, a
Massachusetts corporation (the "Company"), with a principal place of business at
100 Domino Drive, Concord, Massachusetts 01742, and Carl H. Guild, Jr., the
Company's Chief Executive Officer.

     The Company and Executive entered into an Amended and Restated Employment
Agreement effective as of November 19, 1998 (the "Employment Agreement"). The
parties to the Employment Agreement have agreed to certain modifications to the
terms and provisions of the Employment Agreement and desire to amend the
Employment Agreement to reflect those modifications.

     NOW, THEREFORE, in consideration of the premises and mutual promises made
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agree as
follows:

1.   Amendment to Employment Agreement. The Employment Agreement is hereby
amended, effective as of the date hereof, by adding Sections 2.6 and 2.7 as
follows:

     "2.6 In the event of a Change in Control (as hereinafter defined) of the
Company where you (i) resign within Twenty four (24) months after such an event,
or (ii) are terminated without Cause by the Company within twenty four (24)
months after such an event, any unvested option shares held by you shall
automatically vest and become immediately exercisable, and you shall be entitled
to receive Severance Pay in an amount, payable in a lump sum within thirty (30)
days after the effective date of such resignation or termination equal to twenty
four (24) months' Base Salary at the then current level (as set forth on Exhibit
A attached hereto), less applicable taxes, other required withholdings, and any
amounts you may owe the Company, plus all accrued but unpaid expenses and
vacation time (the "Change in Control Payment"). In the event that any payment
to be received by you pursuant to this Section 2.6 or the value of any
acceleration right in any Company stock options you may hold in connection with
the Change in Control of the Company would be subject to an excise tax pursuant
to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"),
whether in whole or in part as a result of being an "excess parachute payment"
within the meaning of such terms in Section 280G (b) of the Code, the amount
payable under this Section 2.6 shall be increased (grossed up) to cover the
excise tax liability due under the Section 4999 of the Code. Notwithstanding the
preceding sentence, (a) no portion of such Change in Control Payment or any
acceleration right which tax counsel, selected by the Company's independent
auditors and

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acceptable to you, determines not to constitute a "parachute payment" within
meaning of Section 280G(b) (2) of the Code will be taken into account and (b) no
portion of the Change in Control Payment which tax counsel, selected by the
Company's independent auditors and acceptable to you, determined to be
reasonable compensation for services rendered within the meaning of Section
280G9b) (4) of the Code will taken into account.

     2.7 For purposes of Section 2.6 the term "Change in Control" shall mean the
occurrence of any of the following:

          (a) any person or entity, including a "group" as defined in Section
     13(d) of the Securities Exchange Act of 1934, as amended, other than the
     Company, a wholly owned subsidiary of the Company, or any employee benefit
     plan of the Company or its subsidiaries, becomes the beneficial owner of
     the Company's securities having fifty-one percent (51%) or more of the
     combined voting power of the then outstanding securities of the Company
     that may be cast for the election for directors of the Company; or

          (b) as the result of, or in connection with, any cash tender or
     exchange offer, merger or other business combination, sale of assets or
     contested election or any combination of the foregoing transactions, less
     than a majority of the combined voting power of the then outstanding
     securities of the Company or any successor corporation or entity entitled
     to vote generally in the election of directors of the Company or such other
     corporation or entity after such transaction, are held in the aggregate by
     holders of the Company's securities entitled to vote generally in the
     election of directors of the Company immediately prior to such transaction;
     or

          (c) the approval of the stockholders of the Company of a plan of
     liquidation."

2.   Entire Agreement. Except for the provisions added hereby, the remainder of
the terms and provisions of the Employment Agreement shall remain in full force
and effect. The Employment Agreement and this Amendment, together with the
documents referred to therein and herein, constitute the entire agreement
between the parties hereto pertaining to the subject matter thereof and hereof.

3.   Counterparts. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together will
constitute one and the same instrument.


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     IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument
by the Company, by its duly authorized representative, and by Carl H. Guild,
Jr., as of the date first above written.




TECHNICAL COMMUNICATIONS CORPORATION


By:  /s/ Robert T. Lessard         May 13, 2002
     ----------------------------------------------------
     Robert T. Lessard, Director, duly authorized



     /s/ Carl H. Guild Jr.         May 13, 2002
     ----------------------------------------------------
     Carl H. Guild, Jr.