> Exhibit 10.1
> 
> 
> EXTENSION AND AMENDMENT OF LEASE
> This Extension and
> Amendment of Lease (Amendment) is made as of this 31st day of March, 2005, by
> and between ARE SARASOTA LIMITED PARTNERSHIP, a Pennsylvania Limited Partnership
> (Landlord), and TELTRONICS, INC., a Delaware Corporation
> (Tenant).
> 
> 
> Recitals
> 
> 
>      A.       
>           Landlord and Tenant entered into that certain Lease (the Lease)
>           dated August 28, 1990 for certain property and improvements located at 2150
>           Whitfield Way Sarasota, Florida 34243-9706 more particularly described on
>           exhibit A attached hereto; and
> 
> 
>      B.       
>           Landlord and Tenant desire to extend the term of the Lease and modify certain
>           other terms and provisions of the Lease.
> 
> 
> NOW THEREFORE, in
> consideration of TEN AND No/100 Dollars ($10.00) and other good and valuable
> consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and
> Tenant hereby acknowledge and agree as follows:
> 
> 
>      1.       
>           Recitals.The foregoing recitals are true and correct and are
>           incorporated herein by this reference as if fully set forth at length.
> 
> 
>      2.       
>           Term.The Lease Term provided in Section 2.02 of the Leaseis hereby extended for sixty-six (66) months. The Lease Term, as extended
>           hereby, shall expire on February 28, 2011 (the Expiration Date)
>           unless sooner terminated pursuant to the terms of the Lease.
> 
> 
>      3.       
>           Renewal of Term. Section 2.03 of the Lease is hereby
>           deleted in its entirety. Tenant shall have no right to renew or further extend
>           the Lease Term.
> 
> 
>      4.       
>           Rent. Section 3.01 of the Lease is hereby modified
>           to provide that commencing on the first (1st) day of the month (the
>           Initial Base Rent Adjustment Date) following the date of this
>           Amendment and continuing through the end of the Lease Term, Base
>           Rent under the Lease shall mean the amount set forth below for the one
>           year period beginning on the adjustment date indicated:
> 
> 
> 
> 
> Adjustment Date
>      AmountInitial Base Rent Adjustment Date
>      $     360.000.00First Anniversary of Initial Base Rent Adjustment Date
>      $     370,800.00Second Anniversary of Initial Base Rent Adjustment Date
>      $     381,924.00Third Anniversary of Initial Base Rent Adjustment Date
>      $     393,382.00Fourth Anniversary of Initial Base Rent Adjustment Date
>      $     405,183.00Base Rent for the remainder of the
> Lease Term commencing on the fifth (5th) anniversary of the Initial Base Rent
> Adjustment Date shall equal $417,339.00, multiplied by the number of months
> in the balance of the Lease Term through the Expiration Date, divided by twelve (12). Subject to
> Landlords right to accelerate the payment of rent as provided in the Lease, Base
> Rent for each year shall be payable in equal monthly installments in advance without
> demand, deduction or set-off on the first day of each month during the remainder of the
> Lease Term.
> 
> 
>      5.       
>           Security Deposit. Simultaneously with the execution of this
>           Amendment, Tenant shall increase the security deposit paid under the Lease by
>           depositing with Landlord an additional Eighty Thousand, Two Hundred Ninety One
>           and No/100 Dollars ($80,291.00) for a total security deposit in the amount of
>           One Hundred Twenty Thousand and No/100 Dollars ($120,000.00). The amount
>           deposited by Tenant pursuant to the provision shall be subject to all terms,
>           conditions and other provisions of the Lease governing the security deposit paid
>           by Tenant thereunder.
> 
> 
>      6.       
>           Liability Insurance. Section 7.02 of the
>           Lease is amended to add the words , to the extent available at
>           the end of the third (3rd) sentence of said Section 7.02.
> 
> 
>      7.       
>           Surrender.Those portions of Section 14.01 (a) of the Lease
>           set forth below are hereby amended as indicated.
> 
> 
>      (a)  
>           Tenant shall upon the expiration or termination of this lease for any reason
>           whatsoever, surrender and deliver to the landlord the buildings, structures and
>           equipment then upon the premises, together with all alterations and replacements
>           thereof on the premises, in good order, condition and repair, reasonable
>           wear and tear excepted, in a broom clean condition,
>           so as to render it in a condition that will allow the premises to be immediately
>           released to another party intending to employ the Premises in a use similar to
>           Tenant. In office areas, carpets shall be replaced if they were installed more
>           than six years prior to the expiration or termination
>           of this Lease as extended hereby. For carpets installed less than
>           six years prior to theexpiration or termination of
>           this Lease as extended hereby such shall be replaced if they are
>           a lesser quality than what reasonable wear and tear would cause on a
>           six year old carpet. ... All asphalt lots shall be seal
>           coated and re-striped if not done within the previous six
>           years prior to the expiration or termination of this
>           Lease as extended hereby....
> 
> 
>      8.       
>           Purchase Option. Sections 15.01, 15.02 and 16.01 of the
>           Lease are hereby deleted in their entirety. Tenant shall have no right to
>           purchase the Premises or any portion thereof under the terms of the Lease or
>           otherwise.
> 
> 
>      9.       
>           Termination of Guaranties. Section 17.10 of the
>           Lease is hereby deleted in its entirety. The personal guaranties of the
>           Lease by James H. Williams dated August 9, 1990 and Norman R. Dobiesz dated
>           August 28, 1990 in favor of Landlord are hereby terminated and James H. Williams
>           and Norman R. Dobiesz are hereby released from all further obligation and
>           liability thereunder.
> 
> 
>      10.       
>           Waiver and Release of Landlord. Tenant acknowledges and
>           agrees that (i) Landlord has fully performed all of its obligations arising
>           under the Lease through the date of execution of this Amendment (including,
>           without limitation, all obligations to provide tenant improvements or signage,
>           if any), (ii) Tenant has no claims against Landlord or offsets against payment
>           and performance of any of Tenants obligations or liabilities under the
>           Lease through the date of execution of this Amendment, (iii) Tenant has no claim
>           for reimbursement of any
> sums heretofore paid to Landlord, or for any other
>           matters whatsoever in any way arising from or growing out of the Lease through
>           the date of execution of this Amendment, (iv) Tenant hereby waives, releases and
>           relinquishes any such claims and offsets whatsoever arising from or growing out
>           of the Lease and/or any actions of Landlord through the date of the execution of
>           this Amendment, and (v) no amendment, modification or change to the Lease herein
>           provided shall waive, relinquish or otherwise affect any claim or right of the
>           Landlord under the Lease for any act or omission by Tenant or other matter
>           before the date of execution of this Amendment. .
> 
> 
>      11.       
>           Memorandum of Lease. The parties hereby agree to terminate that
>           certain short form lease and/or memorandum thereof recorded in Official Records
>           Book 1308, page 1691 of the Public Records of Manatee County, Florida together
>           with all other recorded documents or instruments, if any, reflecting the
>           leasehold interest created by the Lease and/or any renewal options, purchase
>           options or other rights or interests created or granted thereby or otherwise.
>           Tenant agrees to execute and deliver to Landlord a written termination of the
>           aforesaid short form lease and other interests in recordable form and otherwise
>           in form and substance required by Landlord in Landlords discretion within
>           five (5) days after written request therefore by Landlord.
> 
> 
>      12.       
>           Governing Law. This Amendment shall be construed,
>           interpreted, enforced and governed by the laws of the State of Florida.
> 
> 
>      13.       
>           Counterparts. This Amendment may be executed by facsimile
>           and in any number of counterparts, each of which shall be deemed an original and
>           together shall constitute a single instrument.
> 
> 
>      14.       
>           Invalidity or Unenforceability. Any provision of this
>           Amendment, which is deemed unenforceable by any court of competent jurisdiction,
>           shall be given its nearest legal meaning, and the remaining terms of this
>           Amendment shall continue to bind the parties. The terms and conditions of this
>           Amendment are the product of mutual draftsmanship by both parties, and any
>           ambiguities in this Amendment shall not be construed against any of the parties
>           because of draftsmanship.
> 
> 
>      15.       
>           Brokers. Tenant represents and warrants to Landlord that no
>           broker, salesman, or finder has been involved with the procurement or execution
>           of this Amendment, and agrees to indemnify, defend and hold harmless Landlord
>           from and against any and all loss, costs, damage and expense (including
>           reasonable attorneys fees and court costs) which Landlord may suffer or
>           incur by reason of any broker, salesman or finder making a claim for a
>           commission or fee in connection with this Amendment.
> 
> 
>      16.       
>           Attorneys Fees. In the event of any litigation
>           arising in connection with this Amendment, the prevailing party shall be
>           entitled to recover its reasonable attorneys fees and court costs,
>           including all trial, appellate and bankruptcy proceedings.
> 
> 
>      17.       
>           Integration. This Amendment constitutes the entire
>           understanding and agreement between the parties with regard to the subject
>           matter hereof, and supercedes all prior communications, whether oral or written.
>           All prior negotiations and communications are merged into the terms of this
>           Amendment. The parties agree that, except as set forth herein, Landlord
> has made no other promises, agreements or representations in connection with the
>   execution and delivery of this Amendment.
> 
> 
>      18.       
>           Conflicts and Construction. Capitalized terms used in this
>           Amendment shall have the meaning ascribed to them in the Lease unless otherwise
>           defined herein. Headings contained in this Amendment have been incorporated for
>           reference only and shall not be used to interpret or construe the content of
>           this Amendment. In the event of any conflict or inconsistency between and term
>           or provision of this Amendment and any term or provision of the Lease, the terms
>           and provisions of this Amendment shall govern and control.
> 
> 
>      19.       
>           Incorporation and Ratification. This Amendment is
>           incorporated into and made a part of the Lease. Any breach or default under this
>           Amendment shall constitute an Event of Default under the Lease. The Lease, as
>           modified and amended hereby, remains in full force and effect and is hereby
>           ratified and confirmed.
> 
> 
>      20.       
>           Waiver of Jury Trial. LANDLORD AND TENANT HEREBY
>           KNOWLING, INTENTIONALLY, VOUNTARILY AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO A
>           TRIAL BY JURY IN REPSECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED UPON
>           THIS AMENDMENT OR THE LEASE OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
>           AMENDMENT OR THE LEASE, OR ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH OR WITH
>           THE LEASE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL OR
>           WRITTEN) OR ACTIONS OF EITHER PARTY IN CONNECTION HEREWITH OR WITH THE LEASE.
> 
> 
> [REMAINDER
> OF PAGE INTENTIONALLY BLANK.SIGNATURES ON FOLLOWING PAGE.]
> 
> IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the day and year first above
> written.
> 
> 
> 
> 
> 
> WITTNESSES:
> /S/ KRISTIE MORAN
> Print name: Kristie Moran
> /S/ BETH DLUGOKIENSKI
> Print name:  Beth Dlugokienski
> 
> /S/ THERESA ANN SMITH
> Print name: Theresa Ann Smith
> 
> LANDLORD:ARE  SARASOTA  LIMITED  PARTNERSHIP,  a
> Pennsylvania  limited partnershipBY:  BH, LLC, an Illinois limited liability
>      Company, its sole General PartnerBY:  /S/ JOHN HORRIGAN
> JOHN HORRIGAN, MEMBERBY:  /S/ ROBERT BASILE
> ROBERT BASILE, MEMBERWITNESSES:
> /S/ SUSAN D. MASLANKA
> Print name:  Susan D. Maslanka
> 
> TENANTTELTRONICS, INC.,  a Delaware corporationBY:  /S/ EWEN CAMERON
> EWEN CAMERON, as PresidentExhibit A
> 
> 
> LEGAL DESCRPTION
> 
> 
> Lots 35, 36 and 37, Block A, WHITFIELD INDUSTRIAL PARK, Second Addition, as per Plat thereof
> recorded in Plat Book 18. Pages 58 through 62, inclusive, of the Public Records of Manatee
> County, Florida,
> Together with a non-exclusive easement appurtenant to the foregoing lots for the purpose of
> drainage, in and to the Drainage Easement through Lot A, Block A, WHITFIELD INDUSTRIAL
> PARK, Second Addition, as shown on the Plat thereof recorded in Plat Book 18, Page 58, of
> the Public Records of Manatee County, Florida.
> 
> JOINDER
> 
> 
> The undersigned, for and
> in consideration of the Extension and Amendment of Lease (Amendment) by and
> between ARE SARASOTA LIMITED PARTNERSHIP, a Pennsylvania Limited Partnership
> (Landlord), and TELTRONICS, INC., a Delaware Corporation (Tenant)
> concerning that certain lease between Landlord and Tenant dated August 28, 1990, and the
> termination of guaranties provided in the Amendment, joins with Tenant in the Amendment
> for purposes of Section 10 thereof, and hereby agrees to be bound thereby..
> 
> 
> 
> 
> 
> By: /S/ NORMAN R. DOBIESZ
> 
> Name:  Norman R. Dobiesz