EXHIBIT 4.16

                     NONQUALIFIED STOCK OPTION AGREEMENT
                     PURSUANT TO THE TELULAR CORPORATION
                  AMENDED AND RESTATED STOCK INCENTIVE PLAN

                                    PLAN 6

           THIS AGREEMENT, dated October 26 1999 by and between Telular

 Corporation, a Delaware corporation (the "Company"), having its principal

 place of business at Vernon Hills, Illinois, and John Berndt, (the

 "Grantee").

           WHEREAS, Grantee is an independent Director of the Company; and

           WHEREAS, the Company has agreed to grant to the Director, in

 consideration for his service, certain options to purchase shares of common

 stock, par value $.01 per share, of the Company ("the Company Shares");

           NOW, THEREFORE, in consideration of the foregoing and the mutual

 covenants set forth herein, the parties hereto, intending to be legally

 bound, hereby agree as follows.

      1.   Grant of Options.  The Company hereby conditionally grants to the

 Director options to purchase up to 5,000 Company Shares (the "Options"),

 subject to the terms and conditions of this Option Agreement and pursuant

 to, and in accordance with the terms of, the Company's Third Amended and

 Restated Stock Incentive Plan ("the Plan").

      2.   Grant Date.  The date of grant of the Option is October 26,1999

 (the Grant Date")

      3.   Option Vesting.  Options shall vest as follows:

           (a)  100% of the Options shall vest on the 1st anniversary of  the

                Grant Date;

           (b)  In the event of any change in control, merger or

  consolidation between the Company and any other entity (other than one in

  which the stockholders of the Company prior to such transaction receive,

  in exchange for their Company shares, stock of the surviving corporation

  and such stock constitutes more than 50% of the outstanding stock of the

  surviving corporation following such transaction), or any sale by the

  Company of all or substantially all of its assets, all Options then held

  by the Director that have not theretofore vested shall vest five days

  prior to the earlier of (i) the record date, if any, for such transaction

  and (ii) the closing date of such transaction, both subject to Section

  4(a).

      4.   Option Term.  (a) Options may be exercised in whole or in part, at

 any time or from time to time from the date upon which they vest until the

 termination of such Options; provided, however, that no Option may be

 exercised earlier than six months after the grant date.  All Options not

 theretofore exercised or terminated shall terminate, and be of no further

 force or effect, on the tenth anniversary following the effective date of

 the Grant Date.

           (b)  In the event that the directorship terminates for any reason

 other than cause, all Options that, as of the effective date of such

 termination, have not vested shall terminate and be of no further force or

 effect.  All vested Options shall terminate if not exercised within 180 days

 after the date of termination.

           (c)  In the event that the directorship terminates for fraud,

 misappropriation of Company property, falsification of reports to the

 Company or other instances of serious willful misconduct related to the

 Grantee ("Cause"), the Option shall be cancelled immediately.

      5.   Option Exercise Price. The purchase price for the Shares subject

 to the Option shall be $1.44 (the "Option Exercise Price").

      6.   Issuance of Company Shares.  The Director shall exercise the

 Options by giving written notice thereof to the Company and paying the

 applicable option exercise price to the Company by certified check or

 electronic wire transfer of immediately available funds.  Upon receipt of

 such payment, the Company shall issue to the Director certificates

 evidencing the Company Shares purchased therewith.

      7.   Recapitalizations, etc.  If, prior to the Director's receipt of

 the Shares, the Company effects a subdivision or consolidation of interest,

 stock split, dividend or distribution of Company Shares or other securities

 of the Company, or other recapitalization, capital readjustment or

 reorganization, the Company Shares subject to these Options under this

 Agreement and the applicable option exercise price for such Options shall be

 adjusted as follows:

           (a)  after each such event the number of Company Shares that the

 Director is entitled to receive with respect to any Option will be equal to

 the number of Company Shares that the Director would hold by reason of (i)

 the exercise of such Option immediately prior to the record date for such

 event and (ii) the effect of such event upon the Company Shares received

 upon such exercise, subject to further adjustment pursuant to Section 7 for

 subsequent events if applicable; and

           (b)  the applicable option exercise price shall be adjusted

 ratably in proportion to any adjustment in the number of Company Shares to

 be issued with respect to any Option.

      8.   Mergers, etc.  If one or more corporations or partnerships merge

 into the Company, or if the Company merges or consolidates with one or more

 corporations or partnerships, the Company shall cause the surviving entity

 to assume the Company's obligations under this Agreement, and Company Shares

 subject to these Options under this Agreement and the applicable option

 exercise price for such Options shall be adjusted as follows:

           (a)  after each such event the number and nature of securities of

 the surviving entity that the Director is entitled to receive with respect

 to any Option will be equal to the number and nature of such securities that

 the Director would hold by reason of (i) the exercise of such Option

 immediately prior to the record date for such event and (ii) the effect of

 such event upon the securities to be received upon such exercise, subject to

 further adjustment pursuant to Section 6 for subsequent events if

 applicable; and

           (b)  the applicable option exercise price shall be adjusted

 ratably in proportion to any adjustment in the number or nature of any

 securities to be issued with respect to any Option.

      9.   Status as Shareholder.  The Director shall not for any purpose be

 deemed to be a holder of any Company Shares pursuant to the exercise of any

 Options until exercise of such Options in accordance with the terms hereof

 and payment of the applicable option exercise price in full.

      10.  Choice of Law.  This Agreement shall be governed by the laws of

 the State of Illinois, without regard to the conflict of law provisions

 thereof.  Any action to enforce or interpret this Agreement shall be triable

 only in courts whose situs is in Cook County, Illinois.

      11.  Representations and Warranties.  The Company represents and

 warrants to the Director that the Options have been duly and validly

 authorized and issued by the Company and that the Company Shares, when

 issued in accordance herewith upon payment of the option exercise price

 specified herein, will be duly and validly issued, fully paid and

 nonassessable.

      12.  Miscellaneous.  This Agreement shall be binding upon and inure to

 the benefit of the parties hereto and their respective heirs, successors and

 assigns; provided, however, that the Director may not assign his rights or

 obligations under this Agreement, including without limitation all or any

 portion of the Options, to any other person without the prior written

 consent of the Company.  Any notices to be given hereunder shall be

 effective only if in writing and shall be deemed given when delivered in

 person or when sent by reputable overnight delivery service to the following

 addresses:



           If to the Company:

                          Telular Corporation
                          647 North Lakeview Parkway
                          Vernon Hills, Illinois 60089
                          Attn: Chief Operating Officer
                          Facsimile #: 847-247-0021

           If to the Director:

                          John Berndt
                          _______________________
                          _______________________



 or to such other address as such party may indicate by notice to the other.

 This Agreement may be executed in any number of counterparts, all of which

 shall constitute a single instrument.

           IN WITNESS WHEREOF, the undersigned have set their hands as of the

 day and year first above written.


                          TELULAR CORPORATION


                          By:  ________________________________
                             Kenneth E. Millard
                             President & Chief Executive Officer