EMPLOYMENT AGREEMENT

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS AGREEMENT ("Agreement") made this 16th day of April, 2009, by and between Teltronics, Inc., a Delaware corporation with its principal office

at 2150 Whitfield Industrial Way, Sarasota, Florida 34243 ("Company"), and Duncan Anderson, an individual residing at 940 Contento Circle, Sarasota, Florida 34232   ("Employee").

W I T N E S S E T H :

WHEREAS, Employee was previously employed as Managing Director of Teltronics Europe since August 13, 2001 and that the Employee and the Company wish to transfer him to Teltronics, Inc. with continuity of Employment; and

WHEREAS, the Company desires to obtain Employee's abilities and efforts in contributing to the Company's growth and success; and

WHEREAS, Employee desires to accept employment with the Company and the Company desires to employ the Employee.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.            Term of Employment

(a)           Subject to the terms and conditions of this Agreement, the Company hereby employs, and Employee hereby accepts employment with the Company for a period of two (2) years commencing on the date of this Agreement which will be renewable for an additional two (2) year period unless either Employee or

Company sends notice of non-renewal to the other at least thirty (30) days prior to the expiration date of the term or renewal term, unless the term or any renewal term is earlier terminated as hereinafter provided.

(b)           Notwithstanding paragraph 1(a) above, this Agreement shall terminate prior to the stated expiration date upon the occurrence of any of the events described in paragraph 4(a) of this Agreement.

(a)           During the term of this Agreement, Employee shall serve the Company full time and devote to the Company his full and exclusive time, attention and energies as Senior Vice President, Sales and Marketing of the Company, with primary responsibility as part of the Company’s Senior Management for all of the  management aspects of the Company's North American Sales and worldwide Marketing (“Core Responsibilities”) and shall perform such other duties relative to his employment and discharge such responsibilities as shall be assigned to him by the Company, in a faithful manner and to the best of his ability.  Employee agrees that during the term of this Agreement, he shall not serve without prior written authorization as a director, officer, stockholder, proprietor, employee, joint venture, consultant, investor, participant, or otherwise, in any other business.  The foregoing shall not preclude the Employee from devoting reasonable time to civic, cultural and charitable affairs.

(b)           The Board of Directors of the Company reserves to itself the right from time to time to designate the officers of the Company and to assign the duties and responsibilities of the employees and officers of the Company, including without limitation, the office, if any, held by Employee.  In this regard, the Board or Directors may from time to time assign additional duties to Employee, and may from time to time assign to other employees or officers of the Company duties now discharged by Employee provided, if the Company removes any of Employee’s Core Responsibilities

and Employee is not promoted, the such action shall be deemed a termination under 4 (a) (iv).

3.            Compensation and Benefits

(a)           Subject to withholding and social security taxes and all other required deductions, the compensation to be paid during the term of this Agreement by the Company for the services performed by Employee shall be a salary of $150,000 per annum, payable in equal bi-weekly equal instalments ("Salary"). Such compensation shall be reviewed with Employee annually and adjustments shall be made to the compensation based on the Employee’s annual performance review. In addition, Employee shall be eligible to participate in any performance based incentive compensation plan which may be established by the Company after Business Plans and Budgets are finalized under which incentive compensation will be determined from the net income of the Company if mutually acceptable results are attained by Employee.

In addition Employee will be eligible for a “Commission Plan” based on the sales revenue of products sold in North America.

(b)           Employee shall be eligible for five weeks of vacation per year.

(c)           Employee shall be eligible to participate under and in accordance with any and all health or medical benefit, 401(k) Savings Plan, and life insurance plans which the Company now or hereafter may provide to its salaried employees.  The plans currently provide for the following:

(i)           Health, dental, and flexible spending effective October 1, 2008 subject to any conditions and/or exclusions required by the insurer of the benefits.

(ii)           Group life insurance policy death benefit effective October 1, 2008 of $50,000 at the cost of the Company with the option at Employee's cost

to increase the benefit (subject to approval by the insurer) to an amount equal to five (5) times Employee's Salary, not to exceed $500,000.

(iii)           Participation in the Company administered 401(k) Savings Plan effective October 1, 2008.

(d)           The Company shall reimburse Employee for reasonable expenses, including, without limitation, business travel and entertainment expenses.

(e)           Automobile allowance of four hundred dollars ($400.00) per month ($184.62 bi-weekly).

(g)           In addition to the above, Employee shall be eligible to receive options covering 100,000 shares of the Company's common stock under, in accordance with and subject to the terms of the Teltronics Incentive Stock Option Plan, as amended from time to time in 2001 and may be considered for additional options based on performance of the Employee.

4.            Termination

(a)           This Agreement and all rights of Employee under this Agreement shall terminate upon any of the following events:

(i)           Resignation and/or discontinuance of services by the Employee whether by death, mental or physical disability or otherwise;

(ii)           Notice of termination sent to the Employee by the Company at any time for malfeasance, misconduct, wilful disobedience to the directives of the Company, or failure to perform any of the terms and conditions of Sections 5, 6 and 7 of this Agreement; or

(iii)           Notice of termination sent to the Employee by the Company at any time for failure to adequately perform, in the Company's judgment, the services, duties and responsibilities assigned to Employee by the Company, whether or not such failure is intentional.

(b)        &