**Exhibit      10.1**

**AMENDMENT**

**AMENDMENT **
**CAPITALSOURCE FINANCE LLC**
**TELTRONICS,      INC., **

**Recitals:**

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**Incorporation      of Recitals; Definitions**
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**Extension**
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**Advances      Under Revolving Facility Prior to Extension Termination      Date**
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**Interest**
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**Extension      Fee**

**Acknowledgement      of Indebtedness, Liens**
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**Ratification      of Existing Agreements**
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**Conditions      Precedent**
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**Representations      and Warranties**
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**Covenants**
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**Refinancing**
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**Events      of Termination**
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**Release      of Lender.  Borrower hereby releases, waives and forever      relinquishes all claims, counterclaims, demands, obligations, liabilities and      causes of action of whatever kind or nature, whether known or unknown, including      any so-called “lender liability” claims or defenses which it has, may have, or      might assert now or in the future against the Lender and/or its affiliates,      predecessors in interest, participants, officers, directors, employees, agents,      attorneys, accountants, consultants, successors or assigns (individually, a      “Releasee” and collectively, the “Releasees”), directly or      indirectly, arising out of, based upon, or in any manner connected with (i)      any      transaction, event circumstance, action, omission, failure to act or occurrence      of any sort or type, whether known or unknown, which occurred, existed, or      was      taken or permitted prior to the execution of this Amendment with respect to      the      Obligations, the Loan Documents, or the administration thereof (ii) any      discussions, commitments, negotiations, conversations or communications, whether      orally or evidenced by a writing of any sort prior to the execution of this      Amendment with respect to the Obligations, the collateral, or the general      business operations of the Borrower, or (iii) any thing or matter related to      any      of the foregoing prior to the execution of this Amendment. The Borrower      acknowledges and agrees that the inclusion of this paragraph in this Amendment      and the execution of this Amendment by the Lender do not constitute an      acknowledgment or admission by the Lender of liability for any matter, or a      precedent upon which any liability may be asserted. If the Borrower asserts      or      commences any claim, counter-claim, demand, obligation, liability or cause      of      action in derogation of the foregoing release or challenges the enforceability      of the foregoing release (in each case, a “Violation”),  then      the Borrower agrees to pay in addition to such other damages as any Releasee      may      sustain as a result of such Violation, all reasonable attorneys’ fees and expenses, whether incurred by in-house      or      outside counsel, incurred by such Releasee as a result of such      Violation.**

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**No      Waiver by Lender**
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**Acknowledgment/Waiver      of Legal Counsel; Drafting of      Amendment**
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**Entire      Agreement; No Third-Party Beneficiaries; Binding      Affect**
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**Governing      Law**
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**Counterparts**
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**WAIVER      OF JURY TRIAL.  EACH PARTY TO THIS AMENDMENT KNOWINGLY,      VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE OR HEREAFTER HAVE      TO      A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF      OR      RELATING TO THIS AMENDMENT OR THE UNDERLYING TRANSACTIONS.  BORROWER      CERTIFIES THAT NEITHER THE LENDER NOR ANY OF ITS REPRESENTATIVES, AGENTS OR      COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT IN THE      EVENT OF ANY SUCH SUIT, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY      JURY.**

**Amendment      Controls**
**.**

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**IN      WITNESS WHEREOF**

**TELTRONICS,      INC.**

**CAPITALSOURCE      FINANCE LLC**

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**REAFFIRMATION      OF CONTINUING GUARANTY**

**Guarantor**
**Guaranty**

**GUARANTOR:**

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