> **Exhibit 10.2****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 its principal place of
>   business at 2150 Whitfield Industrial Way, Sarasota, Florida 34243, and Norman
>   R. Dobiesz (the "Employee") currently residing at 739 Galleon Drive, Tierra
>   Verde, Florida 33715.**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.
>   Employee and the Company previously entered an Employment Agreement as of
>   January 1, 1995, amended and restated as of May 1, 1999, which Employee and
>   the Company now intend to amend and restate by execution 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 option of the Employee exercisable by written
>   notice to the Company at least ninety (90) days prior to December 31, 2011,
>   unless it is terminated during the pendency of any such period, whether
>   initial or extended, by the occurrence of one of the events described in
>   paragraph 7 of this Agreement.2.     Duties.During
>   the term of this Agreement, whether initial or extended, the Employee shall
>   render to the Company services as Senior Vice President Business Development,
>   and shall perform such duties 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
>   be designated by the Company, through action of its Board of Directors. During
>   such period, the Employee shall devote such attention, time and energies to
>   the business and affairs of the
>   Company (subject to the terms of paragraph 4 below) as
>   Employee shall deem necessary and appropriate, and will use his best efforts
>   to promote the interests and reputation of the Company; provided that he may
>   pursue such non-competitive activities as do not materially interfere with the
>   performance of his obligations hereunder. Notwithstanding anything in this
>   Agreement to the contrary, nothing contained in this Agreement shall be
>   construed to preclude Employee, either individually or through any associated
>   or affiliated entity, from negotiating arrangements with the Company under
>   which the Company will pay Employee or any such affiliated or associated
>   entity, amounts in addition to the compensation payable to Employee under this
>   Agreement, for rendering advice and/or services respecting matters other than
>   acquisitions and mergers, including without limitation financings,
>   investments, placement agencies, underwriting agreements and securities
>   offerings. During the term of this Agreement, without his written consent, the
>   Company shall not require Employee to perform services at any location other
>   than headquarters of the Company 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 the Employee 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 withholding requirements), payable in
>   arrears in equal installments on the last business day of each month occurring
>   during the period of employment or otherwise as the parties may agree. Such
>   base compensation shall be increased on the first day of January of each year.
>   The next increase shall occur on January 1, 2002 by Twenty-Five Thousand
>   Dollars ($25,000), and may from time to time be supplemented by discretionary
>   bonuses or other benefits payable from time to time , all as determined by
>   action of the Company's Board of Directors. The Company shall have the right
>   to pay the increases in base compensation and any discretionary bonus in the
>   form of securities of the Company 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
>   -2-granted stock options that the Employee may have received
>   from the Company shall be deemed to be fully vested 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 or other valuable consideration for vacation time
>   to which he is entitled but does not take provided he takes such compensation
>   within that given vacation period year. At the Employee's discretion he shall
>   notify the Company as to whether or not he intends to take his full vacation
>   time or request the Company to pay monetary value for unused time. If he fails
>   to do so by the end of the year, the vacation time is lost and the Employee
>   cannot receive monetary compensation after December 31st of 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 in medical and life insurance, pension benefits, disability
>   and other fringe benefit plans as the Company makes generally available to all
>   of its executive employees from time to time; (b) reimbursement for all normal
>   and reasonable expenses necessarily incurred by him in the performance of his
>   obligations hereunder, subject to such reasonable substantiation requirements
>   as may be imposed by the Company; (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 and
>   operation shall be paid by the Company; and (d) an Administrative Assistant
>   acceptable to Employee at the cost of 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, any proprietary 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.-3-6.     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 proprietary information of the
>   Company, which, if released to others or used by the Employee other than for
>   the benefit of the Company, in either case without the Company's consent,
>   could cause the Company to suffer irreparable injury. Therefore, the
>   obligations of the Employee established under paragraph 5 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 be cumulative and not alternative and shall not be exhausted by
>   any one or more uses thereof.7.     Modification
>   and Termination.a.     
>   Modification.  This Agreement may be amended or modified only
>   with the mutual written consent of the parties, and in its present form
>   comprises the entire agreement between the parties.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 complete
>   discontinuance of the Company's activities; and (iii) in the event that the
>   Company is sold, merged or there is a change of control with any person,
>   persons or entity, the Employee shall have the right to terminate this
>   contract and receive all compensation due to the Employee including all of his
>   future salary and benefits that would have been due him under this Agreement
>   shall be paid in full on or before the closing date of said sale, merger or
>   change of control. The amount due will be equal to the amount calculated by
>   the compensation at full salary and benefits, including salary, medical
>   expense, auto allowance, vacation, and any and all administrative employee
>   allowances that would have been paid during the full duration of this contract
>   with no discount or offsets relating to timing of the payment 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
>   -4-be paid his annual compensation including all annual
>   increases and benefits on a continual basis to the full term of this Agreement
>   and all possible extensions; and thereafter, until he either returns to
>   full-time service, 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 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 Agreement on 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 of the violation. In any
>   event, the Employee is entitled to full pay and benefits to the end of the
>   full term 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 employment status under this Agreement shall be paid in
>   the same manner as if the Employee was still employed by the Company without
>   regard to, set-off or reduction by reason of Employee's compensation for
>   services or otherwise from any other source or party. No termination or
>   expiration of this Agreement whether consummated by action of either party or
>   by operation of the terms hereof, shall relieve the Employee from his
>   continued performance of the obligations established under paragraph 5 hereof.
>   Anything in this Agreement to the contrary notwithstanding, compensation under
>   paragraph 3 of this Agreement shall continue in full so long as Employee is a
>   guarantor of the Company's borrowings from C.I.T. Financial or any successor
>   and/or is a guarantor of the Company's obligations under a lease of its plant
>   and headquarters with ARE Sarasota Limited Partnership.f.     Life
>   and Disability Coverage.  If termination of this Agreement is
>   due to any reason other than death, the Employee shall have the right to
>   purchase any policy of insurance on
>   -5-his life or insuring against his disability which is owned by
>   the Company, the exercise of which right shall be made by written notice
>   furnished to the Company within thirty (30) days subsequent to the date of
>   termination. The purchase price of each policy of life insurance shall be the
>   sum of its interpolated terminal reserve value (computed as of the closing
>   date) and the proportional part of the gross premium last paid before the
>   closing date which covers any period extending beyond that date; or if the
>   policy to be purchased shall not have been in force for a period sufficient to
>   generate an interpolated terminal reserve value, the price shall be an amount
>   equal to all net premiums paid as of the closing date. The purchase price of
>   each disability income policy shall be the sum of its cash value and the
>   proportional part of the gross premium last paid before the closing date which
>   covers any period extending beyond that date. The purchase of any insurance
>   policy by the Employee shall be closed as promptly as may be practicable after
>   the giving of notice, in no event to exceed thirty (30) days thereafter.8.     General
>   Provisions.a.     
>   Nonassignability.  Neither this Agreement nor any right or
>   interest hereunder shall be assignable by the Employee, his Beneficiary or his
>   legal representatives except as otherwise expressly provided herein.b.     
>   Enforceability.   If any term or condition of this Agreement
>   shall be adjudged invalid or unenforceable to any extent or in any application
>   by a court of competent jurisdiction, then the remainder of this Agreement,
>   and such term or condition except to such extent or in such application, shall
>   not be affected thereby and each and every term and condition of this
>   Agreement shall 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 be furnished pursuant to this Agreement shall be in writing and
>   shall be deemed properly furnished if hand delivered, mailed from within the
>   United States by certified or registered mail, or sent by prepaid telegram to
>   the recipient party at the address appearing in the preamble to this Agreement
>   or to such other address as any such party may have designated by like notice
>   forwarded to the other party hereto. Change of address notices shall be deemed
>   given when received. All other notices shall be deemed given when mailed,
>   telegraphed or hand delivered.-6-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, this Agreement is one for performance in
>   Florida. The parties to this Agreement agree that they waive any objection,
>   constitutional, statutory or otherwise, to a Florida court's exercising
>   jurisdiction of any dispute between them. By entering into this Agreement, the
>   parties, and each of them understand that they might be called upon to answer
>   a claim asserted in a Florida court. This Agreement, and the application or
>   interpretation thereof, shall be governed exclusively by its terms and by the
>   laws of the State 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 9(a) of this Agreement,
>   each of the provisions and agreements herein contained shall be binding upon
>   and enure to the benefit of the personal representatives, devisees, heirs,
>   successors, transferees and assigns of the respective parties hereto.g.     
>   Beneficiary.  As used herein, the term "Beneficiary" shall
>   mean the person or persons (who may be designated contingently or successively
>   and who may be an entity other than an individual, including an estate or
>   trust). The Beneficiary shall be the trust or individual designated by the
>   Employee. He may change the Beneficiary at any time. If the Employee fails to
>   properly designate a Beneficiary or if the Beneficiary predeceases the
>   Employee or dies before complete distribution of the benefits has been made,
>   the Company shall distribute the benefit (or balance thereof) to the surviving
>   spouse of the Employee, or if she be then deceased to the Employee's estate or
>   his designated Trust or Beneficiary.h.     
>   Entire Agreement.  This Agreement, and the other documents
>   referenced herein, constitute the entire understanding of the parties hereto
>   with respect to the subject matter hereof, and supersedes any prior
>   understandings or agreements, oral or written, including specifically but not
>   exclusively the Amended and Restated Employment Agreement between the Employee
>   and the Company dated as of January 1, 1995, and no amendment, modification or
>   alteration of the terms-7-hereof shall be binding unless the same be in writing, dated subsequent to the date
>   hereof and duly approved 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/ Ewen Cameron
>         
>          Ewen Cameron, PresidentEMPLOYEE: /s/ Norman R. Dobiesz
>         Norman R. DobieszSTATE OF
>   FLORIDA         )COUNTY OF
>   MANATEE  )  SS.:The foregoing instrument was
>   acknowledged before me this 31st day of August, 2001, by Ewen
>   Cameron, President 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/ Darlene A.
>         KellerNotary
>         PublicSTATE OF
>   FLORIDA         )COUNTY OF
>   MANATEE  )  SS.:The foregoing instrument was
>   acknowledged before me this 31st day of August, 2001, by Norman R.
>   Dobiesz.Given under my hand and seal of
>   office the day and year aforesaid./s/ Darlene A.
>         KellerNotary
>         Public-8-