Exhibit 10.2

PROMISSORY NOTE

|$750,000.00 |  | October 12, 2005Sarasota, Florida
|----------- |  | ---------------------------------

FOR
VALUE RECEIVED,  the  undersigned,  Teltronics,  Inc. (the  "Company"),  a Delaware
 corporation  (the "Maker"),  hereby promises to pay to the order of Tri-Link
Technologies Inc., a corporation  incorporated under the laws of Canada,  or its assigns
(the "Payee"),  at 5th Floor, 1199 West Hastings,  Vancouver,  British Columbia V6E 3T5
 Canada,  or at such other  address as the Payee may from time to time  designate  in
writing to the Maker,  in lawful  money of the United  States of America,  the  principal
 sum of Seven  Hundred and Fifty  Thousand  Dollars ($750,000.00),  together with simple
interest  thereon at the annual rate of eight percent on the principal  amount of the
Note from time to time  outstanding.  This Note is being  delivered by the Maker in
renewal and extension of certain  indebtedness  outstanding  under  that  certain
 promissory  note,  dated June 4,  2003,  in the  original principal  amount of
 $2,250,000,  as revised on October  31,  2003 (the  "Original  Note").  This Note
 amends and restates the Original  Note in its entirety and all of the terms and
 provisions  hereof shall  supersede the terms and provisions thereof.

1.
           Payments.    Accrued  interest  on this Note shall be due and  payable  monthly in
arrears to Payee on the last day of each calendar month  commencing on November 30, 2005,
 until the entire principal amount of this Note is paid in full.  The  principal  amount
of this Note  shall be due and  payable in  monthly  installments  of $20,833.33  on the
last day of each  calendar  month  commencing  on November 30, 2005,  with the entire
 remaining unpaid principal amount of this Note due and payable in full on October 31,
2008.

2.
           Prepayments.    This Note may be  prepaid,  in whole or in part,  at any time
 without  premium  or penalty.

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3.
           Default; Remedies Upon Default.

(a)     
     Default.  The  occurrence  of any one or more of the following  events shall
 constitute an event of default (each an "Event of Default") hereunder:

(i)       
     if the Maker makes an assignment for the benefit of creditors;

(ii)      
    if there  shall be filed by the  Maker or  against  the  Maker  (except  by the
Payee) any  petition for any relief under the  bankruptcy  laws of the United  States now
or hereafter in effect or any proceeding  shall be commenced  (except by the Payee) with
respect to Maker under any insolvency,  readjustment of debt,  reorganization,
 dissolution,  liquidation or similar law or statute of any jurisdiction now or hereafter
in effect (whether at law or in equity),  provided that in the case of any involuntary
 filing or the  commencement of any  involuntary  proceeding  against Maker such
 proceeding or petition  shall have continued  undismissed  and unvacated for 90 days; or

(iii)     
   if the Maker  defaults on its  obligation  to make any payment of principal and
interest  with respect to the  indebtedness  owed by the Maker to the Payee  pursuant to
this Note and such default is not cured within 60 days.

(b)     
     Remedies  Upon  Default.    If any Event of Default  shall occur for any reason,  then
and in any such event,  in addition to all rights and  remedies of the Payee under
 applicable  law or  otherwise,  all such  rights and  remedies  being  cumulative,  not
 exclusive  and  enforceable  alternatively,  successively  and concurrently,  the Payee
may, in writing,  at its  option,  declare any or all amounts  owing under this Note to
be due and payable,  whereupon the then unpaid balance hereof,  together with all accrued
and unpaid interest thereon, shall become due and payable 30 days after such  declaration
by Payee and the annual  interest rate payable on this Note shall be increased from the
date of the Event of Default to fifteen percent.

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4.           Attorneys'  Fees.    In any  proceeding  to enforce or  concerning  this Note,  in
 addition to any other  relief that the  prevailing  party may be  entitled  to, the
 prevailing  party shall be entitled to recover their reasonable attorneys' fees and
costs at the trial and appellate levels,  including,  without limitation,  any attorneys'
 fees and costs incurred in collecting  this Note and  litigating the  entitlement to and
amount of such attorneys' fees and costs.

5.     
      Notice.    The Maker hereby severally waives demand,  protest,  presentment and
notice of maturity, non-payment or protest and any and all requirements necessary to hold
the Maker liable as a Maker of this Note.

6.     
      Security  Interest.    The payment and  performance  of all of the  obligations  of
the Maker under this Note are secured under a Security Agreement between Maker and Payee
of even date herewith.

7.     
      Waiver.    The waiver by the Payee of the Maker's  prompt and complete  performance
 of, or default under,  any  provision  of this Note shall not operate nor be  construed
 as a waiver of any  subsequent  breach or default and the failure by the Payee to
exercise any right or remedy which it may possess  hereunder  and shall not operate  nor
be  construed  as a bar to the  exercise  of any such  right or  remedy  upon  the
 occurrence  of any subsequent breach or default.

8.     
      Representations  of the  Maker.    The  Maker  hereby  represents  and  warrants
 that  it has  the requisite  corporate  power and authority to enter into this Note and
this Note and the  transactions  contemplated hereby have been  authorized by all
necessary  corporate  action of the Maker and is a valid and binding  agreement of the
Maker enforceable against the Maker in accordance with its terms.

9.     
      Governing  Law.    This Note shall be governed by, and construed in  accordance
 with,  the laws of the State of Florida.

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10.     
     Amendments.    This Note may not be modified or amended,  except by a written
 instrument  executed by the Maker and the Payee.

11.     
     Subordination.    This  Note  is  subject  to  the  terms  and  conditions  of  that
 certain  Debt Subordination Agreement executed by Payee on the 12th day of October 2005,
addressed to CapitalSource Finance LLC.

IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written
above.

| |  | TELTRONICS, INC.By: /S/  EWEN R. CAMERON
Ewen R. Cameron,President and Chief Executive Officer
| |  | ------------------------------------------------------------------------------------------------------------

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