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**Exhibit 10.1**
**TELTRONICS, INC.**
**AMENDED AND RESTATEDEMPLOYMENT AGREEMENT**
     THIS AMENDED AND RESTATED AGREEMENT ("Agreement") made as of August 31, 2001 by and between TELTRONICS, INC., a Florida corporation (the "Company") having itsprincipal place of business at 2150 Whitfield Industrial Way, Sarasota, Florida 34243, and EwenCameron (the "Employee") currently residing at 4243 Escondito Circle, Sarasota, Florida 34238.
**BACKGROUND INFORMATION**
     The Company wishes to secure the continued employment services of the Employee for a definite period of time and upon the particular terms and conditions hereinafter set forth.  Employeeand the Company previously entered an Employment Agreement as of January 1, 1995, amended andrestated as of May 1, 1999, which Employee and the Company now intend to amend and restate byexecution of this Agreement.  The Employee is willing to continue to be so employed.  Accordingly,Employee and the Company agree as follows:
**OPERATIVE PROVISIONS**
     1.     Employment and Term.
            The Company hereby employs Employee and the latter hereby accepts employment by the Company for the period commencing September 1, 2001 and expiring December 31, 2011, which employment shall be automatically extended for a successive five (5) year period at the optionof the Employee exercisable by written notice to the Company at least ninety (90) days prior toDecember 31, 2011, unless it is terminated during the pendency of any such period, whether initialor extended, by the occurrence of one of the events described in paragraph 8 of this Agreement.
     2.     Duties.
            During the term of this Agreement, whether initial or extended, the Employee shall render to the Company services as Chief Executive Officer and President, and shall perform suchduties as may be designated by and subject to the supervision of the Company's Board of Directors,and shall serve in such additional capacities appropriate to his responsibilities and skills as shall bedesignated by the Company, through action of its Board of Directors.  During such period, theEmployee shall devote such attention, time and energies to the business and affairs of the Company

(subject to the terms of paragraph 4 below) and will use his best efforts to promote the interests andreputation of the Company; provided that he may pursue such non-competitive activities as do notmaterially interfere with the performance of his obligations hereunder.  Any question of interpretationwhich may arise under the preceding proviso shall be resolved by majority decision of the Company'sBoard of Directors.  During the term of this Agreement, without his written consent, the Companyshall not require Employee to perform services at any location other than headquarters of theCompany located in Sarasota, Florida.
     3.     Compensation.
            For the services to be rendered by the Employee under this Agreement the Company shall pay him, while he is rendering such services and performing his duties hereunder, and theEmployee shall accept as full payment for such service, a base compensation of $325,000 per year(as of May 1, 1999) (inclusive of any amounts subject to employment related withholdingrequirements), payable in arrears in equal installments on the last business day of each monthoccurring during the period of employment or otherwise as the parties may agree.  Such basecompensation shall be increased on the first day of January of each year.  The next increase shalloccur on January 1, 2002 by Twenty-Five Thousand Dollars ($25,000), and may from time to timebe supplemented by discretionary bonuses or other benefits payable from time to time , all asdetermined by action of the Company's Board of Directors.  The Company shall have the right to paythe increases in base compensation and any discretionary bonus in the form of securities of theCompany or any of its subsidiaries with the written approval of the Employee.
            In addition to the compensation described in this paragraph, Employee shall be eligible to participate in any stock option plan that may be adopted by the Company from time to time.  In the event of change of control or the Employee's termination, any outstanding or already grantedstock options that the Employee may have received from the Company shall be deemed to be fullyvested as of the signing of this Agreement.
     4.     Vacation; Fringe Benefits; Reimbursement of Expenses.
            The Employee shall be entitled to five (5) weeks of fully paid vacation annually during the initial and each extended term of this Agreement.  He shall be entitled to receive monetary orother valuable consideration for vacation time to which he is entitled but does not take provided

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he takes such compensation within that given vacation period year.  At the Employee's discretion heshall notify the Company as to whether or not he intends to take his full vacation time or request theCompany to pay monetary value for unused time.  If he fails to do so by the end of the year, thevacation time is lost and the Employee cannot receive monetary compensation after December 31stof any given year.  The timing of vacation periods shall be within the discretion of the Company,reasonably exercised so as not to unnecessarily inconvenience the Employee.
            During this period of employment hereunder, the Employee shall further be entitled to (a) such leave by reason of physical or mental disability or incapacity and to such participation inmedical and life insurance, pension benefits, disability and other fringe benefit plans as the Companymakes generally available to all of its executive employees from time to time; (b) reimbursement forall normal and reasonable expenses necessarily incurred by him in the performance of his obligationshereunder, subject to such reasonable substantiation requirements as may be imposed by theCompany; and (c) a luxury automobile suitable for Employee as an executive officer of the Company,all costs of which including specifically but not exclusively acquisition, maintenance, insurance andoperation shall be paid by the Company.
     5.     Proprietary Interests.
            During and after the expiration of his term of employment with the Company, the Employee shall not communicate or divulge to, or use for the benefit of, any individual , association,partnership, limited partnership, trust, corporation or other entity except the Company, anyproprietary information of the Company received by the Employee by virtue of such employment,without being in receipt of the Board of Directors of the Company's written consent to do so.
     6.     Restrictive Covenant.
            During the term of his employment hereunder, the Employee shall not, directly or indirectly, engage in or become an owner of, render any service to, enter the employment of, orrepresent or solicit for any business which competes with any activity of the Company conducted  atany time during the Employee's period of employment and which is located or active in any countryin which the Company shall maintain or intend to maintain any activity.  The parties expressly agreethat the duration and geographical area of this restrictive covenant are reasonable.
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            This covenant shall be construed as an agreement independent of any other provision herein, and the existence of any claim or cause of action of the Employee against the Companyregardless of how arising, shall not constitute a defense to the enforcement by the Company of itsterms.  If any portion of the covenant is held by a court of law to be unenforceable with respect eitherto its duration or geographical area, for whatever reason, it shall be considered divisible both as totime and geographical area, so that each month of the specified period shall be deemed a separateperiod of time and each country or political subdivision thereof a separate geographical area, resultingin an intended requirement that the longest lesser period of time or largest lesser geographical areafound by such court to be a reasonable restriction shall remain an effective restrictive covenant,specifically enforceable against the Employee.
            Notwithstanding any statement contained in this paragraph 6 to the contrary, legal or beneficial ownership by the Employee of a less than five percent (5%) interest in a competitivecorporation at least one class of capital stock of which is publicly traded on a national or regionalstock exchange or by means of an electronic interdealer quotation system, shall not be deemed toconstitute a breach by the Employee of the terms hereof.
     7.     Remedies for Breach of Employee's Obligations.
            The parties agree that the services of the Employee are of a personal, specific, unique and extraordinary character and cannot be readily replaced by the Company.  They further agree that in the course of performing his services, the Employee will have access to various types of proprietaryinformation of the Company, which, if released to others or used by the Employee other than for thebenefit of the Company, in either case without the Company's consent, could cause the Company tosuffer irreparable injury.  Therefore, the obligations of the Employee established under paragraphs5 and 6 hereof shall be enforceable both at law and in equity, by injunction, specific performance,damages or other remedy; and the right of the Company to obtain any such remedy shall becumulative and not alternative and shall not be exhausted by any one or more uses thereof.
     8.     Modification and Termination.
            a.     Modification.    This Agreement may be amended or modified only with themutual written consent of the parties, and in its present form comprises the entire agreement betweenthe parties.
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            b.     Termination - General.    This Agreement is subject to termination prior to the expiration of its initial or any extended term:  (i) if by the Employee, upon delivery to the Company of written notice of such intention;(ii) if by the Company, upon the occurrence of  the completediscontinuance of the Company's activities; and (iii) In the event that the Company is sold, mergedor there is a change of control with any person, persons or entity, the Employee shall have the rightto terminate this contract and receive all compensation due to the Employee including all of his futuresalary and benefits that would have been due him under this Agreement shall be paid in full on orbefore the closing date of said sale, merger or change of control.  The amount due will be equal tothe amount calculated by the compensation at full salary and benefits, including salary, medicalexpense, auto allowance and vacation that the Employee would have received if the contract was tohave gone to its full term with no discount or offsets relating to timing or any other reason.
            c.     By Death or Disability.   In the event of the Employee's death, his annual compensation including all increases and benefits will continue to be paid to his Beneficiary following his death to the full term of this Agreement.  In the event of disability, the Employee shall be paid his annual compensation including all annual increases and benefits on a continual basis to the full termof this Agreement and all possible extensions; and thereafter, until he either returns to full-timeservice, he shall be treated as being on an authorized  leave of absence with full pay and benefits.
            d.     For Cause.    In the event of a unanimous decision by the Board of Directors (excluding Employee), reasonably exercised, to terminate Employee's employment due to (i) violation by Employee of paragraph 5 and/or 6 of this Agreement; or (ii) his conviction by a court of competent jurisdiction of any act involving moral turpitude related to his employment by the Company; then, upon termination, he shall be entitled to receive full pay in an amount equal to the remaining time left on his contract to the full term at his annual compensation including all annual increases plus benefits.  As a condition precedent to the Company's right to terminate this Agreementon the basis of clause (ii), it must be able to demonstrate that the Employee has been furnished with a copy of and approved in writing, the By-Law provision, or of the policy, standard or regulation, which he is being accused of having violated, at a time prior to the alleged commission

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of the violation.  In any event, the Employee is entitled to full pay and benefits to the end of the fullterm of this Agreement (December 31, 2011).
            e.     Payment of Termination Compensation; Continued Effectiveness of Certain Obligations.  Any compensation due the Employee as a result of the termination of his employmentstatus under this Agreement shall be paid in the same manner as if the Employee was still employedby the Company without regard to, set-off or reduction by reason of Employee's compensation forservices or otherwise from any other source or party.  No termination or expiration of this Agreementwhether consummated by action of either party or by operation of the terms hereof, shall relieve theEmployee from his continued performance of the obligations established under paragraphs 5 and 6hereof.

            f.     Life and Disability Coverage.  If termination of this Agreement is due to anyreason other than death, the Employee shall have the right to purchase any policy of insurance on hislife or insuring against his disability which is owned by the Company, the exercise of which right shallbe made by written notice furnished to the Company within thirty (30) days subsequent to the dateof termination.  The purchase price of each policy of life insurance shall be the sum of its interpolatedterminal reserve value (computed as of the closing date) and the proportional part of the grosspremium last paid before the closing date which covers any period extending beyond that date; or ifthe policy to be purchased shall not have been in force for a period sufficient to generate aninterpolated terminal reserve value, the price shall be an amount equal to all net premiums paid as ofthe closing date.  The purchase price of each disability income policy shall e the sum of its cash valueand the proportional part of the gross premium last paid before the closing date which covers anyperiod extending beyond that date.  The purchase of any insurance policy by the Employee shall beclosed as promptly as may be practicable after the giving of notice, in no event to exceed thirty (30)days thereafter.
     9.     General Provisions.
            a.       	Nonassignability.   Neither this Agreement nor any right or interest hereundershall be assignable by the Employee, his Beneficiary or his legal representatives except as otherwiseexpressly provided herein.
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            b.       	Enforceability.  If any term or condition of this Agreement shall be adjudgedinvalid or unenforceable to any extent or in any application by a court of competent jurisdiction, thenthe remainder of this Agreement, and such term or condition except to such extent or in suchapplication, shall not be affected thereby and each and every term and condition of this Agreementshall be valid and enforced to the fullest extent and in the broadest application permitted by law.
            c.     Notice.    All notices or other communications required or permitted to befurnished pursuant to this Agreement shall be in writing and shall be deemed properly furnished ifhand delivered, mailed from within the United States by certified or registered mail, or sent by prepaidtelegram to the recipient party at the address appearing in the preamble to this Agreement or to suchother address as any such party may have designated by like notice forwarded to the other partyhereto.  Change of address notices shall be deemed given when received.  All other notices shall bedeemed given when mailed, telegraphed or hand delivered.
            d.     Jurisdiction; Application of Florida Law; Venue.  The parties agree that,irrespective of any wording that might be construed to be in conflict with this paragraph, thisAgreement is one for performance in Florida.  The parties to this Agreement agree that they waiveany objection, constitutional, statutory or otherwise, to a Florida court's exercising jurisdiction of anydispute between them.  By entering into this Agreement, the parties, and each of them understand thatthey might be called upon to answer a claim asserted in a Florida court.  This Agreement, and theapplication or interpretation thereof, shall be governed exclusively by its terms and by the laws of theState of Florida.  Venue shall be deemed located in Manatee County, Florida.
            e.     Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
            f.     Binding Effect.  Subject to paragraph 10(a) of this Agreement, each of theprovisions and agreements herein contained shall be binding upon and enure to the benefit of thepersonal representatives, devisees, heirs, successors, transferees and assigns of the respective partieshereto.
            g.       	Beneficiary.  As used herein, the term "Beneficiary" shall mean the person orpersons (who may be designated contingently or successively and who may be an entity other than

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an individual, including an estate or trust).  The Beneficiary shall be the trust or individual designatedby the Employee.  He may change the Beneficiary at any time.  If the Employee fails to properlydesignate a Beneficiary or if the Beneficiary predeceases the Employee or dies before completedistribution of the benefits has been made, the Company shall distribute the benefit (or balancethereof) to the surviving spouse of the Employee, or if she be then deceased to the Employee's estateor his designated Trust or Beneficiary.
            h.     Entire Agreement.  This Agreement, and the other documents referencedherein, constitute the entire understanding of the parties hereto with respect to the subject matterhereof, and supersedes any prior understandings or agreements, oral or written, including specificallybut not exclusively the Amended and Restated Employment Agreement between the Employee andthe Company dated as of January 1, 1995, and no amendment, modification or alteration of the termshereof shall be binding unless the same be in writing, dated subsequent to the date hereof and dulyapproved and executed by each of the parties hereto.
     IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as of the day and year first above written.TELTRONICS, INC.By:  /s/ Patrick MinPatrick Min, Chief Financial OfficerEMPLOYEE:
/s/ Ewen CameronEwen Cameron
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STATE OF FLORIDA         )COUNTY OF MANATEE  )  SS.:
     The foregoing instrument was acknowledged before me this 31st  day of August, 2001, by Patrick Min, Chief Financial Officer of Teltronics, Inc., a Delaware corporation, known to me personally to be such, on behalf of the corporation.     Given under my hand and seal of office the day and year aforesaid./s/ Susan D. Maslanka        Notary Public

STATE OF FLORIDA         )COUNTY OF MANATEE  )  SS.:
     The foregoing instrument was acknowledged before me this 31st  day of August, 2001, by Ewen Cameron.     Given under my hand and seal of office the day and year aforesaid./s/ Susan D. Maslanka        Notary Public
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