THIS  PURCHASE  OPTION  HAS  BEEN  ACQUIRED  FOR  INVESTMENT  AND HAS  NOT  BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR
APPLICABLE  STATE  SECURITIES  LAWS.  THIS  PURCHASE  OPTION AND THE  SECURITIES
ISSUABLE  UPON  EXERCISE  OF THIS  PURCHASE  OPTION MAY NOT BE SOLD,  PLEDGED OR
OTHERWISE  TRANSFERRED  IN THE  ABSENCE OF SUCH  REGISTRATION  OR PURSUANT TO AN
EXEMPTION  THEREFROM  UNDER THE ACT AND SUCH  LAWS,  SUPPORTED  BY AN OPINION OF
COUNSEL,  REASONABLY  SATISFACTORY  TO THE  COMPANY AND ITS  COUNSEL,  THAT SUCH
REGISTRATION IS NOT REQUIRED.

THIS  PURCHASE  OPTION MAY NOT, IN ANY EVENT,  BE  TRANSFERRED  TO ANY PERSON OR
ENTITY  THAT IS NOT AN  ACCREDITED  INVESTOR  WITHIN  THE  MEANING  OF RULE 501,
PROMULGATED UNDER THE ACT.

                              UNIT PURCHASE OPTION

                               FOR THE PURCHASE OF

                                  _______ UNITS

                                       OF

                              TII INDUSTRIES, INC.

                            (A DELAWARE CORPORATION)

1.       Purchase Option.
         ---------------

                  THIS CERTIFIES THAT, in  consideration  of $________ and other
good   and   valuable   consideration   duly   paid   by   or   on   behalf   of
_________________________  ("Holder"),  as  registered  owner  of this  Purchase
Option, to TII Industries, Inc. ("Company"),  Holder is entitled, at any time or
from time to time at or after December 9, 2000 ("Commencement  Date"), and at or
before 5:00 p.m.,  Eastern time,  December 8, 2004 ("Expiration  Date"), but not
thereafter,  to subscribe for, purchase and receive,  in whole or in part, up to
____ Units, each Unit consisting of one share of the Company's common stock, par
value $.01 per share (the  "Common  Stock"),  and one  Redeemable  Common  Stock
Purchase  Warrant  ("Warrant") to purchase one share of Common Stock.  The Units
and the shares of Common Stock and Warrants comprising the Units,  including the
"Extra Warrants" (as described in Section 5 hereof), are sometimes  collectively
referred to herein as the "Securities." If the Expiration Date is a day on which
banking  institutions are authorized by law to close,  then this Purchase Option
may be exercised on the next succeeding day that is not such a day in accordance
with the terms herein.  During the period  ending on the  Expiration  Date,  the
Company agrees not to take any action that would terminate this Purchase Option.
This Purchase Option is initially exercisable at a per Unit purchase price equal
to $2.69;  provided,  however,  that upon the  occurrence  of any of the  events
specified  in Section 6 hereof,  the rights  granted  by this  Purchase  Option,
including the exercise price and the number of shares of Common Stock,  Warrants
and Extra Warrants, if any, to be received upon such exercise, shall be adjusted
as therein specified.  The term "Exercise Price" shall mean the initial exercise
price or the adjusted  exercise price,  depending on the context.  This Purchase
Option is one of a series of Purchase Options, which, in the aggregate,  entitle
the Holders thereof to purchase 414,000 Units and are being issued in connection
with the issuance  and sale by the Company of identical  Units to investors in a
private  placement  for which M.H.  Meyerson & Co.,  Inc. has acted as placement
agent ("TII-MHM Private Placement").


<PAGE>

2.       Exercise.
         --------

       2.1.  Exercise  Form.  In order to exercise  this  Purchase  Option,  the
exercise form attached  hereto must be duly executed and completed and delivered
to the Company,  together with this Purchase  Option and payment of the Exercise
Price  (except as provided in Section 2.3 hereof) in cash or by certified  check
or official bank check for the Units being purchased. If the subscription rights
represented  hereby shall not be exercised at or before 5:00 p.m., Eastern time,
on the Expiration Date, except as otherwise  provided in Section 1 hereof,  this
Purchase  Option shall become null and be void without  further force or effect,
and all rights represented hereby shall cease and expire.

       2.2.  Legend.  The Warrants and any Extra Warrants  purchased  under this
Purchase  Option shall bear the legends  contained  on the  Warrants  (and Extra
Warrants) issued to investors in the TII-MHM Private Placement. Each certificate
for Common  Stock  purchased  under  this  Purchase  Option  shall bear a legend
substantially  as follows unless the issuance of such  Securities by the Company
have been registered  under the Securities Act of 1933, as amended  ("Securities
Act"):

                  This  security has been  acquired for  investment  and has not
                  been registered  under the Securities Act of 1933, as amended,
                  or applicable state securities laws. The securities may not be
                  sold,   pledged  or   transferred   in  the  absence  of  such
                  registration or an exemption therefrom under said Act and such
                  laws,   supported   by  an  opinion  of  counsel,   reasonably
                  satisfactory  to  the  Company  and  its  counsel,  that  such
                  registration is not required.

1.1.     Conversion Right.
         ----------------

       2.2.1.  Determination  of Amount.  In lieu of the payment of the Exercise
Price (and in lieu of being entitled to receive Common Stock (except as provided
below),  Warrants or Extra  Warrants) in the manner required by Section 2.1, the
Holder shall have the right (but not the  obligation) to convert any exercisable
but unexercised  portion of this Purchase Option into Common Stock  ("Conversion
Right") as follows:  upon exercise of the  Conversion  Right,  the Company shall
deliver to the  Holder  (without  payment  by the  Holder of any  portion of the
Exercise  Price in cash)  that  number of shares  of Common  Stock  equal to the
quotient  obtained by dividing  (x) the  "Value"  (as  determined  below) of the
portion of the  Purchase  Option  being  converted  by (y) the Market  Price (as
defined below) on the second trading day prior to the date the Company  receives
this  Purchase  Option for  conversion  pursuant to Section  2.3.2  hereof.  The
"Value" of the portion of the Purchase  Option being  converted  shall equal the
remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii)
the  number of Units  underlying  the  portion  of this  Purchase  Option  being
converted from (b) the product  derived from  multiplying  (i) two multiplied by
the remainder  derived from  subtracting  the exercise price of the Warrant from
the Market Price of the Common Stock by (ii) the number of Units  underlying the
portion of this  Purchase  Option  being  converted.  If any Extra  Warrants are
issuable  upon exercise of this  Purchase  Option,  then there shall be added to
"value"  an amount  equal to the  remainder  derived  from  subtracting  (a) the
Exercise  Price of the Extra  Warrants  from (b) the Market  Price of the Common
Stock, multiplied by the number of Extra Warrants issuable upon exercise of this
Purchase  Option.  As used herein,  the term "Market Price" at any date shall be
deemed to be the average  last  reported  sale price of the Common Stock for the
five trading days immediately preceding such date, as officially reported by the
principal securities

                                       2
<PAGE>

exchange on which the Common Stock is listed or admitted to trading,  or, if the
Common  Stock is not listed or  admitted to trading on any  national  securities
exchange or if any such  exchange on which the Common Stock is listed is not the
principal  trading  market for the Common Stock,  the average last reported sale
price of the Common Stock for the five trading days  immediately  preceding such
date as  furnished by the  National  Association  of  Securities  Dealers,  Inc.
("NASD")  through  the Nasdaq  National  Market or the Nasdaq  SmallCap,  or, if
applicable,  the OTC  Bulletin  Board,  or if the Common  Stock is not listed or
admitted to trading on the Nasdaq  National Market or the Nasdaq SmallCap or OTC
Bulletin  Board  or  similar  organization,  as  determined  in  good  faith  by
resolution  of  the  Board  of  Directors  of the  Company,  based  on the  best
information available to it.

       2.2.2.  Mechanics  of  Conversion  Right.  The  Conversion  Right  may be
exercised by the Holder on any business  day on or after the  Commencement  Date
and not later than the Expiration Date, except as otherwise  provided in Section
1 hereof, by delivering to the Company this Purchase Option with a duly executed
exercise form attached hereto with the conversion  section completed  exercising
the Conversion Right.

3.       Transfer.
         --------

       3.1. General Restrictions;  Accredited Investors Only. The Holder of this
Purchase  Option,  by its  acceptance  hereof,  agrees  that it will  not  sell,
transfer or assign or  hypothecate  this  Purchase  Option to anyone except upon
compliance with, or pursuant to exemptions from,  applicable securities laws and
only if the  transferee  shall certify to the Company that the  transferee is an
"accredited  investor" as defined in Rule 501  promulgated  under the Securities
Act. In order to make any permitted  assignment,  the Holder must deliver to the
Company the assignment  form attached hereto duly executed and completed both by
the Holder and the transferee as applicable,  together with this Purchase Option
and payment of all transfer taxes, if any, payable in connection therewith.  The
Company shall  immediately  transfer  this  Purchase  Option on the books of the
Company and shall execute and deliver a new Purchase Option or Purchase  Options
of like tenor to the appropriate  assignee(s)  expressly evidencing the right to
purchase the aggregate number of shares of Common Stock purchasable hereunder or
such portion of such number as shall be contemplated by any such assignment.

       3.2. Restrictions Imposed by the Securities Act. This Purchase Option and
the Securities  underlying this Purchase Option shall not be transferred  unless
and until (i) the  Company  has  received  the opinion of counsel for the Holder
that  this  Purchase  Option  or the  Securities,  as the  case  may be,  may be
transferred  pursuant to an exemption from registration under the Securities Act
and  applicable  state law,  the  availability  of which is  established  to the
reasonable  satisfaction  of  the  Company,  or  (ii) a  registration  statement
relating to such  Purchase  Option or  Securities,  as the case may be, has been
filed by the Company and  declared  effective  by the  Securities  and  Exchange
Commission ("Commission") and remains effective and current and is in compliance
with applicable state law.


                                       3
<PAGE>


4.       New Purchase Options to be Issued.
         ---------------------------------

       4.1. Partial Exercise or Transfer. Subject to the restrictions in Section
3 hereof, this Purchase Option may be exercised or assigned in whole or in part.
In the event of the exercise or assignment  hereof in part only,  upon surrender
of this  Purchase  Option  for  cancellation,  together  with the duly  executed
exercise or  assignment  form and funds  sufficient  to pay any  Exercise  Price
and/or  transfer  tax,  the Company  shall cause to be  delivered  to the Holder
without  charge a new Purchase  Option of like tenor to this Purchase  Option in
the name of the  Holder  evidencing  the  right of the  Holder to  purchase  the
aggregate number of Units purchasable hereunder as to which this Purchase Option
has not been exercised or assigned.

       4.2.  Lost   Certificate.   Upon  receipt  by  the  Company  of  evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Purchase  Option and of  reasonably  satisfactory  indemnification,  the Company
shall execute and deliver a new Purchase Option of like tenor and date. Any such
new  Purchase  Option  executed and  delivered as a result of such loss,  theft,
mutilation or destruction shall constitute a substitute  contractual  obligation
on the part of the Company.

5.       Registration Obligation.
         -----------------------

       5.1.  The Holder of this  Purchase  Option  shall be entitled to the same
registration  rights with respect to (i) this Purchase  Option,  (ii) the Common
Stock and Warrants  comprising the Units issuable upon exercise of this Purchase
Option,  (iii) the Extra Warrants  referred to below,  and (iv) the Common Stock
issuable  upon  exercise  of the  Warrants  included  in the Units and the Extra
Warrants referred to below (collectively,  the "Registrable  Securities") as the
Company has granted to investors in the TII-MHM  Private  Placement as set forth
in the Subscription Agreement and Investor Information Statement entered into by
the  Company  and each  such  investor  ("Subscription  Agreement"),  including,
without  limitation and subject to the  limitations  and  obligations  set forth
therein, the mandatory registration  obligation set forth in Section 7.1.1(a) of
Schedule 1 to the Subscription  Agreement and the provisions relating thereto as
set forth in Section 7.1 of Schedule 1 to the Subscription Agreement;  provided,
however, that if the registration  statement referred to in Section 7.1.1.(a) of
Schedule  1 to the  Subscription  Agreement  is not  declared  effective  by the
Securities and Exchange Commission by the Target Date referred to therein,  then
in lieu of the actual  issuance  of  additional  Warrants  to the Holder (as the
Company has agreed to issue to investors in the TII-MHM Private  Placement),  on
the Target  Date and on each  monthly  anniversary  of the Target Date until the
earlier of the effective date of such  registration  statement or the nineteenth
monthly anniversary of the Target Date, the number of Warrants  purchasable upon
exercise of this Purchase Option shall be increased (without any increase in the
Exercise  Price  of  this  Purchase  Option)  by 5% of the  number  of  Warrants
purchasable hereunder prior to the first such adjustment made on the Target Date
(such increase in the number of Warrants purchasable hereunder being referred to
herein as the "Extra Warrants").  In connection with the registration statements
to be filed by the  Company  as  provided  in the  Subscription  Agreement,  the
Company shall register for resale under the Securities Act this Purchase Option,
the Common Stock and Warrants  comprising the Units,  the Extra Warrants and the
Common Stock  issuable  upon  exercise of the Warrants and Extra  Warrants  and,
alternatively,  if permitted by the  Securities  and  Exchange  Commission,  the
Company shall register the issuance by the Company of the Common Stock, Warrants
and Extra  Warrants,  if any,  upon exercise of this  Purchase  Option,  and the
issuance by the Company of the Common  Stock upon  exercise of the  Warrants and
Extra Warrants, if any.

                                       4
<PAGE>

       5.2.  Successors  and Assigns.  The  registration  rights  granted to the
Holders inure to the benefit of all the Holders'  successors,  heirs,  pledgees,
assignees, transferees and purchasers of the Registrable Securities.

6.       Adjustments.
         -----------

       6.1. Adjustments to Exercise Price and Number of Securities. The Exercise
Price  and the  number of Units  (as well as the  number  of any Extra  Warrants
issuable  hereunder)   underlying  the  Purchase  Option  shall  be  subject  to
adjustment from time to time as hereinafter set forth:

            6.1.1.   Stock   Dividends,   Recapitalization,    Reclassification,
Split-Ups.  If after the date hereof,  and subject to the  provisions of Section
6.2 below,  the number of  outstanding  shares of Common Stock is increased by a
stock   dividend   payable  in  shares  of  Common   Stock  or  by  a  split-up,
recapitalization  or reclassification of shares of Common Stock or other similar
event, then, on the effective date thereof, the number of shares of Common Stock
(but not the Warrants or Extra  Warrants  issuable upon exercise of the Purchase
Options  since  adjustments  made under the  anti-dilution  of such Warrants and
Extra Warrants are deemed made for events  occurring  after the date of original
issuance of this Purchase  Option)  issuable on exercise of this Purchase Option
shall be increased in  proportion to such increase in  outstanding  shares.  For
example, if the Company declares a two-for-one stock dividend and at the time of
such dividend  this Purchase  Option is for the purchase of 1,000 Units at $2.20
per Unit and 50 Extra  Warrants  will be issued upon  exercise of this  Purchase
Option,  upon  effectiveness  of the  dividend,  this  Purchase  Option  will be
adjusted to allow for the purchase, at $1.10 per Unit, of 2,000 shares of Common
Stock,  1,000  Warrants  (which  Warrants  would  entitle the holder,  under the
anti-dilution  provisions thereof, to purchase 2,000 shares of Common Stock) and
50 Extra Warrants  (which Extra  Warrants  would entitle the holders,  under the
anti-dilution provisions thereof, to purchase 100 shares of Common Stock).

            6.1.2.  Aggregation of Shares. If after the date hereof, and subject
to the  provisions  of Section 6.2, the number of  outstanding  shares of Common
Stock is decreased by a consolidation, combination or reclassification of shares
of Common Stock or other similar event,  then,  upon the effective date thereof,
the number of shares of Common  Stock (but not the  Warrants  or Extra  Warrants
issuable upon exercise of the Purchase Options since  adjustments made under the
anti-dilution  of such  Warrants  and Extra  Warrants are deemed made for events
occurring after the date of original  issuance of this Purchase Option) issuable
on exercise of this  Purchase  Option shall be decreased in  proportion  to such
decrease in outstanding shares.

            6.1.3.  Adjustments in Exercise Price. Whenever the number of shares
issuable upon exercise of this Purchase Option is adjusted,  as provided in this
Section  6.1,  the  Exercise  Price shall be adjusted  (to the nearest  cent) by
multiplying  such  Exercise  Price  immediately  prior to such  adjustment  by a
fraction (x) the  numerator  of which shall be the number of shares  purchasable
upon the exercise of this Purchase Option  immediately prior to such adjustment,
and (y) the  denominator  of which shall be the number of shares so  purchasable
immediately thereafter.

            6.1.4.  Replacement of Securities upon Reorganization,  etc. In case
of any  reclassification  or reorganization of the outstanding  shares of Common
Stock  (other  than a change  covered by Section  6.1.1 or 6.1.2  hereof or that
solely affects the par value of such

                                       5
<PAGE>

shares of Common Stock),  or in the case of any merger or  consolidation  of the
Company with or into another  corporation  (other than a consolidation or merger
in which the Company is the continuing  corporation  and that does not result in
any  reclassification  or  reorganization  of the  outstanding  shares of Common
Stock),  or in the case of any sale or  conveyance  to  another  corporation  or
entity of the  property of the Company as an  entirety  or  substantially  as an
entirety in connection  with which the Company is dissolved,  the Holder of this
Purchase  Option shall have the right  thereafter  (until the  expiration of the
right of exercise of this Purchase  Option) to receive upon the exercise hereof,
for the same aggregate  Exercise Price payable  hereunder  immediately  prior to
such  event,  the kind and  amount  of shares  of stock or other  securities  or
property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation,  or upon a dissolution following any such sale or other
transfer,  by a Holder of the  number of shares of Common  Stock of the  Company
obtainable  upon  exercise of this  Purchase  Option  immediately  prior to such
event.  The provisions of this Section 6.1.4 shall similarly apply to successive
reclassifications,  reorganizations,  mergers or consolidations,  sales or other
transfers.

            6.1.5.  Changes in Form of  Purchase  Option.  This form of Purchase
Option need not be changed because of any change  pursuant to this Section,  and
Purchase  Options issued after such change may state the same Exercise Price and
the same number of Units as are stated in the Purchase Options  initially issued
pursuant to this Purchase  Option.  The acceptance by any Holder of the issuance
of new Purchase Options  reflecting a required or permissive change shall not be
deemed to waive any rights to a prior adjustment or the computation thereof.

       6.2.  Redemption  of Warrants.  Notwithstanding  anything to the contrary
contained in the form of Warrants  issued to  investors  in the TII-MHM  Private
Placement,  the Warrants and Extra Warrants,  if any,  issuable upon exercise of
this Purchase Option cannot, under any circumstances, be redeemed by the Company
until such time as they have been issued to the Holder.

       6.3.  Elimination  of  Fractional  Interests.  The  Company  shall not be
required to issue certificates representing fractions of a share of Common Stock
issuable upon the exercise or transfer of this Purchase Option,  nor shall it be
required  to issue  scrip or pay cash in lieu of any  fractional  interests,  it
being  the  intent  of the  parties  that  all  fractional  interests  shall  be
eliminated  by rounding any  fraction up or down to the nearest  whole number of
shares of Common Stock or other securities, properties or rights.

       6.4.  Notice of Adjustment.  Upon the happening of any event requiring an
adjustment of the Exercise  Price  hereunder,  the Company shall  forthwith give
written  notice thereof to the Holders  stating the adjusted  Exercise Price and
the adjusted  number of shares of Common Stock  issuable  upon  exercise of this
Purchase Option resulting from such event and setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based.

7.  Reservation  and Listing.  The Company  shall at all times  reserve and keep
available out of its authorized  shares of Common Stock,  solely for the purpose
of issuance  upon  exercise of this  Purchase  Option and the Warrants and Extra
Warrants, if any, issuable upon exercise of this Purchase Option, such number of
shares of Common  Stock or other  securities,  properties  or rights as shall be
issuable upon the exercise thereof.  The Company covenants and agrees that, upon
exercise of the Purchase Options and payment of the Exercise Price therefor, all


                                       6
<PAGE>

shares of Common Stock and other securities issuable upon such exercise shall be
duly and  validly  issued,  fully  paid and  non-assessable  and not  subject to
preemptive  rights of any stockholder.  As long as the Purchase Options shall be
outstanding,  the  Company  shall use its best  efforts  to cause all  shares of
Common  Stock  issuable  upon  exercise  of the  Purchase  Options  to be listed
(subject to official  notice of issuance) on all  securities  exchanges  (or, if
applicable, on Nasdaq) on which the Common Stock is then listed and/or quoted.

8.       Notices of Record Date.  In case:
         ----------------------

         (a) the Company  shall take a record of the holders of its Common Stock
(or other stock or securities at the time  deliverable upon the exercise of this
Purchase  Option) for the purpose of entitling  or enabling  them to receive any
dividend  or other  distribution,  or to receive any right to  subscribe  for or
purchase  any shares of any class or any other  securities,  or to  receive  any
other right, or

         (b) of any capital  reorganization of the Company, any reclassification
of the capital stock of the Company,  any consolidation or merger of the Company
with or into another  corporation (other than a consolidation or merger in which
the Company is the surviving  entity),  or any transfer of all or  substantially
all of the assets of the Company, or

         (c)  of  the  voluntary  or  involuntary  dissolution,  liquidation  or
winding-up of the Company, then, and in each such case, the Company will deliver
or cause to be delivered to the Holder a notice specifying,  as the case may be,
(i) the date on which a record is to be taken for the purpose of such  dividend,
distribution  or right,  and stating the amount and character of such  dividend,
distribution or right, or (ii) the effective date on which such  reorganization,
reclassification,  consolidation,  merger, transfer, dissolution, liquidation or
winding-up is to take place,  and the time,  if any is to be fixed,  as of which
the holders of record of Common Stock (or such other stock or  securities at the
time deliverable upon the exercise of this Purchase Option) shall be entitled to
exchange  their shares of Common Stock (or such other stock or  securities)  for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation,  merger, transfer, dissolution, liquidation or
winding-up.  Such notice shall be mailed at least fifteen (15) days prior to the
record date or effective date for the event  specified in such notice,  provided
that the failure to mail such notice  shall not affect the  legality or validity
of any such action.

       8.1.  Transmittal of Notices. All notices,  requests,  consents and other
communications  under this  Purchase  Option  shall be in  writing  and shall be
deemed to have been duly made on the date of delivery if delivered personally or
sent by overnight courier,  with  acknowledgment of receipt to the party to whom
notice is given,  or on the  fifth day after  mailing  if mailed to the party to
whom notice is to be given,  by registered  or certified  mail,  return  receipt
requested,  postage  prepaid and properly  addressed  as follows:  (i) if to the
registered Holder of the Purchase Option, to the address of such Holder as shown
on the  books  of the  Company,  or (ii)  if to the  Company,  to its  principal
executive office.

9.       Miscellaneous.
         -------------

       9.1.  Amendments.  The Company and M.H.  Meyerson & Co., Inc. ("MHM") may
from time to time  supplement or amend this Purchase Option without the approval
of any of the Holders in order to cure any  ambiguity,  to correct or supplement
any provision  contained herein

                                       7
<PAGE>

which may be defective or inconsistent  with any other provisions  herein, or to
make any other  provisions in regard to matters or questions  arising  hereunder
that the Company and MHM may deem  necessary or  desirable  and that the Company
and MHM deem shall not adversely  affect the interest of the Holders.  All other
modifications  or  amendments  shall  require the  written  consent of the party
against whom enforcement of the modification or amendment is sought.

       9.2. Headings.  The headings contained herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.

       9.3.  Entire   Agreement.   This  Purchase  Option   (together  with  the
registration rights provisions in the Subscription Agreement referred to in this
Purchase  Option)  constitutes  the entire  agreement of the parties hereto with
respect to the subject  matter hereof,  and supersedes all prior  agreements and
understandings  of the parties,  oral and  written,  with respect to the subject
matter hereof.

       9.4.  Binding  Effect.  This  Purchase  Option  shall inure solely to the
benefit of and shall be binding  upon,  the  Holder  and the  Company  and their
respective  successors,  legal  representatives and assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this  Purchase  Option or any  provisions
herein contained.

       9.5.  Governing Law;  Submission to  Jurisdiction.  This Purchase  Option
shall be governed by and construed  and enforced in accordance  with the laws of
the State of New York,  without  giving effect to conflict of laws.  Each of the
Company  and the Holder  hereby  agrees  that any  action,  proceeding  or claim
against it arising out of, or relating in any way to this Purchase  Option shall
be brought and  enforced in the courts of the State of New York or of the United
States of America for the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive. Each of the Company
and the Holder hereby waives any objection to such  exclusive  jurisdiction  and
that such courts  represent an inconvenient  forum. Any process or summons to be
served  upon the  Company  may be  served  by  transmitting  a copy  thereof  by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed to it at its principal business offices.  Such mailing shall be deemed
personal  service and shall be legal and binding upon the Company in any action,
proceeding  or claim.  The  prevailing  party(ies)  in any such action  shall be
entitled to recover from the other  party(ies) all of its reasonable  attorneys'
fees and  expenses  relating to such  action or  proceeding  and/or  incurred in
connection with the preparation therefor.

       9.6. Waiver, Etc. The failure of the Company or the Holder to at any time
enforce any of the  provisions  of this  Purchase  Option shall not be deemed or
construed  to be a waiver of any such  provision,  nor to in any way  affect the
validity of this  Purchase  Option or any  provision  hereof or the right of the
Company or any Holder to  thereafter  enforce  each and every  provision of this
Purchase Option. No waiver of any breach,  non-compliance or  non-fulfillment of
any of the  provisions  of this  Purchase  Option shall be effective  unless set
forth in a written  instrument  executed by the party or parties against whom or
which  enforcement  of such waiver is sought;  and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.

       9.7.  Exchange  Agreement.  As a condition  of the  Holder's  receipt and
acceptance of this Purchase Option, Holder agrees that, at any time prior to the
complete exercise of this

                                       8
<PAGE>

Purchase  Option by Holder,  if the Company and Meyerson enter into an agreement
("Exchange  Agreement")  pursuant  to which  they  agree  that  all  outstanding
Purchase  Options will be exchanged for  securities or cash or a combination  of
both,  then  Holder  shall  agree  to such  exchange  and  become a party to the
Exchange Agreement.

         IN WITNESS  WHEREOF,  the Company has caused this Purchase Option to be
signed by its duly authorized officer as of the 8th day of June, 2000.

                                               TII INDUSTRIES, INC.



                                               By: /s/ Paul G. Sebetic
                                                   -----------------------------
                                                   Name: Paul G. Sebetic
                                                   Title: Vice President-Finance


                                       9
<PAGE>


                               NOTICE OF EXERCISE
                     To Be Executed by the Registered Holder
                 In Order to Exercise this Unit Purchase Option

         The undersigned registered Holder hereby irrevocably elects to exercise
the attached  Purchase Option and to purchase ___ Units of TII Industries,  Inc.
(and to receive any Extra Warrants issuable upon such exercise) and hereby makes
payment of $________  (at the rate of $____ per Unit) in payment of the Exercise
Price pursuant thereto.  Please issue the securities  comprising the Units as to
which this  Purchase  Option is exercised in  accordance  with the  instructions
given below.

                                       or

         The undersigned Registered Holder hereby irrevocably elects to exercise
the attached  Purchase Option and to purchase ___ Units of TII Industries,  Inc.
(and to receive any Extra Warrants  issuable upon such exercise) by surrender of
the  unexercised  portion of the  attached  Purchase  Option  (with a "Value" of
$______  based on a "Market  Price" of  $______).  Please  issue the  securities
comprising the Units as to which this Purchase Option is exercised in accordance
with the instructions given below.

PLEASE ISSUE CERTIFICATES AS FOLLOWS:

                                         PLEASE INSERT SOCIAL SECURITY OR OTHER
[                           ]            IDENTIFYING NUMBER

-----------------------------------------------------------------------------

-----------------------------------------------------------------------------

-----------------------------------------------------------------------------

                     (please print or type name and address)
and be delivered to
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
                     (please print or type name and address)

and if such number of Units  exercised  shall not be all the Units  evidenced by
the attached Purchase Option, that a new Purchase Option for the balance of such
Purchase  Option be registered in the name of, and delivered to, the  registered
Holder at the address stated below.

Dated:_____________                   _______________________________________
                                      (Signature of Registered Holder)

                                      ---------------------------------------

                                      ---------------------------------------
                                      (Address)

                                      ---------------------------------------
                                      (Taxpayer Identification Number)

                                      ---------------------------------------
                                      Signature Guaranteed


                                       10
<PAGE>


                                 ASSIGNMENT FORM

To be executed by the Registered Holder
In order to Assign Purchase Option

FOR VALUE RECEIVED,____________________________________ hereby sell, assigns and
 transfer unto

                                                PLEASE INSERT SOCIAL SECURITY OR
[                       ]                       OTHER IDENTIFYING NUMBER



-----------------------------------------------------------------------------

----------------------------------------------------------------------------

----------------------------------------------------------------------------

----------------------------------------------------------------------------
                     (please print or type name and address)

______________________  of the  Purchase  Options  represented  by the  attached
instrument,     and    hereby     irrevocably     constitutes    and    appoints
________________________  Attorney to  transfer  these  Purchase  Options on the
books of the Company, with full power of substitution in the premises.

Dated:________________                       X__________________________________
                                                (Signature of Registered Holder)


                                             -----------------------------------
                                                   (Signature Guaranteed)

THE SIGNATURE ON THE ASSIGNMENT OR THE PURCHASE FORM MUST CORRESPOND TO THE NAME
AS  WRITTEN  UPON  THE  FACE  OF  THIS  PURCHASE  OPTION  CERTIFICATE  IN  EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST
BE  GUARANTEED  BY A  COMMERCIAL  BANK OR TRUST  COMPANY OR A MEMBER FIRM OF THE
AMERICAN  STOCK  EXCHANGE,  NEW YORK STOCK  EXCHANGE,  PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.

                      CERTIFICATION OF STATUS OF TRANSFEREE

            TO BE EXECUTED BY THE TRANSFEREE OF THIS PURCHASE OPTION

         The undersigned  transferee  hereby certifies to the registered  Holder
and to TII  Industries,  Inc. that the  transferee is an  "accredited  investor"
within the meaning of Rule 501 of Regulation D promulgated  under the Securities
Act of 1933, as amended.

Dated:________________                      X__________________________________
                                                       (Signature of Transferee)


                                       11