THIS WARRANT 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 WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE OF
THIS WARRANT 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 WARRANT AND THE
COMPANY'S  SUBSCRIPTION  AGREEMENT  WITH THE  HOLDER  SET  FORTH  THE  COMPANY'S
OBLIGATIONS TO REGISTER FOR RESALE THIS WARRANT AND THE WARRANT  SHARES.  A COPY
OF SUCH  SUBSCRIPTION  AGREEMENT IS AVAILABLE  FOR  INSPECTION  AT THE COMPANY'S
OFFICE.

THIS WARRANT 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.

                                                             For the Purchase of
                                                                          shares

No. -


                    REDEEMABLE COMMON STOCK PURCHASE WARRANT
                               FOR THE PURCHASE OF

                             SHARES OF COMMON STOCK

                                       OF

                              TII INDUSTRIES, INC.

                  TII  Industries,  Inc.,  a Delaware  corporation  ("Company"),
hereby  certifies  that,  for value  received,,  or his,  her or its  registered
assigns  ("Registered  Holder"),  is  entitled,  subject  to the terms set forth
below, to purchase from the Company, at any time or from time to time during the
period  commencing  on  December  9, 2000 (  "Commencement  Date") and ending on
December 8, 2004,  ("Initial Number") shares of common stock, $.01 par value, of
the  Company  ("Common  Stock"),  at an initial  exercise  price of $2.79.  This
Warrant  is one of a series of  Warrants  of even date  herewith.  The number of
shares of Common  Stock  purchasable  upon  exercise  of this  Warrant,  and the
exercise  price per share,  each as adjusted  from time to time  pursuant to the
provisions of this Warrant,  are hereinafter referred to as the "Warrant Shares"
and the "Exercise Price," respectively.

         1.       Exercise.
                  --------

                  (a) This Warrant may be exercised by the Registered Holder, in
whole or in part,  by the surrender of this Warrant (with the Notice of Exercise
Form attached hereto duly executed by such  Registered  Holder) at the principal
office of the  Company,  or at such other  office or agency as the  Company  may
designate, accompanied by payment in full, in lawful money of the United States,
of an amount  equal to the then  applicable  Exercise  Price  multiplied  by the
number of Warrant Shares then being purchased upon such exercise.


<PAGE>


                  (b) Each exercise of this Warrant shall be deemed to have been
effected  immediately  prior to the close of  business  on the day on which this
Warrant  shall have been  surrendered  to the Company as provided in  subsection
1(a)  above.  At such  time,  the  person or  persons in whose name or names any
certificates for Warrant Shares shall be issuable upon such exercise as provided
in subsection 1(c) below shall be deemed to have become the holder or holders of
record of the Warrant Shares represented by such certificates.

                  (1) Within three (3)  business  days after the exercise of the
purchase right represented by this Warrant,  the Company at its expense will use
its best  efforts  to cause to be issued in the name of, and  delivered  to, the
Registered Holder, or, subject to the terms and conditions hereof, to such other
individual  or  entity  as such  Holder  (upon  payment  by such  Holder  of any
applicable transfer taxes) may direct:

                     (1) a certificate  or  certificates  for the number of full
shares of Warrant Shares to which such Registered  Holder shall be entitled upon
such exercise  plus, in lieu of any  fractional  share to which such  Registered
Holder would  otherwise be entitled,  cash in an amount  determined  pursuant to
Section 3 hereof, and

                     (2) in case such exercise is in part only, a new Warrant or
Warrants  (dated the date  hereof) of like  tenor,  stating on the face or faces
thereof the number of shares  currently stated on the face of this Warrant minus
the number of such shares purchased by the Registered  Holder upon such exercise
as provided in  subsection  1(a) above  (prior to any  adjustments  made thereto
pursuant to the provisions of this Warrant).

2.       Adjustments.
         -----------

                  (1) Split,  Subdivision or Combination of Shares.  At any time
after June 8, 2000 and until this Warrant is exercised or redeemed or expires by
its terms,  if the  outstanding  shares of the  Company's  Common Stock shall be
subdivided  or split  into a greater  number of shares or a  dividend  in Common
Stock shall be paid in respect of Common  Stock,  the  Exercise  Price in effect
immediately  prior to such  subdivision  or at the record date of such  dividend
shall,  simultaneously  with the  effectiveness  of such subdivision or split or
immediately  after the record  date of such  dividend  (as the case may be),  be
proportionately  decreased.  If the outstanding  shares of Common Stock shall be
combined or reverse-split into a smaller number of shares, the Exercise Price in
effect   immediately   prior  to  such   combination  or  reverse  split  shall,
simultaneously  with the  effectiveness of such combination or reverse split, be
proportionately  increased.  When any  adjustment  is required to be made in the
Exercise Price,  the number of Warrant Shares  purchasable  upon the exercise of
this Warrant shall be changed to the number determined by dividing (i) an amount
equal to the  number  of  shares  issuable  upon the  exercise  of this  Warrant
immediately prior to such adjustment, multiplied by the Exercise Price in effect
immediately  prior to such  adjustment,  by (ii) the  Exercise  Price in  effect
immediately after such adjustment.

                  (2) Reclassification, Reorganization, Consolidation or Merger.
At any time after June 8, 2000 and until this  Warrant is  exercised or redeemed
or expires by its terms,  if there is any  reclassification  of the Common Stock
(other than a change in par value or a subdivision  or  combination  as provided
for in subsection 2(a) above), or any reorganization, consolidation or merger of
the Company with or into another  entity (other than a merger or  reorganization
with respect to which the Company is the  continuing  corporation  and that does
not result in any reclassification of the Common Stock), or a transfer of all or
substantially all of the assets of the Company,  or the payment of a liquidating
distribution,  then,  as  part  of any  such  reorganization,  reclassification,
consolidation,  merger, sale or liquidating distribution, lawful

                                       2
<PAGE>

provision shall be made so that the Registered Holder of this Warrant shall have
the right thereafter to receive upon the exercise hereof (to the extent, if any,
still exercisable) the kind and amount of shares of stock or other securities or
property  that such  Registered  Holder would have been  entitled to receive if,
immediately prior to any such reorganization,  reclassification,  consolidation,
merger,  sale or liquidating  distribution,  as the case may be, such Registered
Holder had held the number of shares of Common Stock that were then  purchasable
upon the  exercise  of this  Warrant,  provided,  that,  in the case of any such
liquidating  distribution,  the value of such property (as reasonably determined
by the Company's  Board of Directors)  exceeds the Exercise  Price.  In any such
case, appropriate adjustment (as reasonably determined by the Board of Directors
of the Company)  shall be made in the  application  of the  provisions set forth
herein with respect to the rights and  interests  thereafter  of the  Registered
Holder of this  Warrant  such that the  provisions  set forth in this  Section 2
(including  provisions with respect to the Exercise  Price) shall  thereafter be
applicable, as nearly as is reasonably practicable, in relation to any shares of
stock or other securities or property  thereafter  deliverable upon the exercise
of this Warrant.

                  (3) Price Adjustment.  No adjustment in the per share Exercise
Price shall be  required  unless such  adjustment  would  require an increase or
decrease in the Exercise Price by at least $0.01;  provided,  however,  that any
adjustments  that by reason of this subsection are not required to be made shall
be carried  forward and taken into  account in any  subsequent  adjustment.  All
calculations  under this  Section 2 shall be made to the nearest  cent or to the
nearest 1/100th of a share, as the case may be.

                  (4) Price Reduction.  Notwithstanding  any other provision set
forth in this Warrant,  at any time and from time to time during the period that
this Warrant is  exercisable,  the Company in it sole  discretion may reduce the
Exercise Price or extend the period during which this Warrant is exercisable.

                  (5) No  Impairment.  The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or  performed  hereunder by the Company but will at all
times in good faith  assist in the carrying  out of all the  provisions  of this
Section  2 and in the  taking  of  all  such  actions  as  may be  necessary  or
appropriate  in  order  to  protect  against  impairment  of the  rights  of the
Registered Holder of this Warrant to adjustments in the Exercise Price.

                  (6)  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 Registered  Holder of this Warrant
stating the adjusted  Exercise  Price and the adjusted  number of Warrant Shares
resulting  from such event and setting forth in reasonable  detail the method of
calculation and the facts upon which such calculation is based.

         3.  Fractional  Shares.  The  Company  shall not be  required  upon the
exercise  of this  Warrant  to issue any  fractional  shares,  but shall make an
adjustment  thereof  in cash on the basis of the  Closing  Price (as  defined in
Section 4) of the Company's Common Stock on the trading day immediately prior to
the date of exercise,  applicable,  or if there is no Closing Price, then on the
basis of the then fair market  value of the  Company's  Common Stock as shall be
reasonably determined by the Board of Directors of the Company.

         4.  Redemption.  Beginning on June 8, 2001 this Warrant may be redeemed
by the Company,  upon not less than 20 days' prior written notice to the holder,
at the  redemption  price

                                       3
<PAGE>

of $.01 per share for every  share of Common  Stock  purchasable  upon  exercise
hereof at the time of such redemption (the "Redemption  Price"),  if the closing
bid price of the Common Stock has been equal to or greater than 200% of the then
Exercise  Price on each of the 10  consecutive  trading days ending on the third
day prior to the day on which notice of  redemption  is given to the  Registered
Holder;  provided,  however,  that this Warrant may be redeemed  only if, on the
first day of the  aforementioned  10 consecutive  trading days and thereafter at
all  times  up to and  including  the  date on which  notice  is  given  and the
subsequent  date fixed for  redemption,  (i) this  Warrant is  exercisable  into
shares of Common Stock  registered  for resale under the Securities Act pursuant
to an effective and current  registration  statement,  and (ii) the Common Stock
subject to this Warrant is then listed on a national  securities  exchange,  the
Nasdaq  National  Market  or the  Nasdaq  SmallCap  Market  or quoted on the OTC
Bulletin  Board or similar  electronic  trading  facility.  For purposes of this
Section 4,  "closing  bid price"  shall mean the closing bid price of the Common
Stock as officially  reported by the principal  securities 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 its  principal  trading
market,  the  closing  bid price as  furnished  by the NASD  through  the Nasdaq
National  Market or the  Nasdaq  SmallCap  Market,  or, if  applicable,  the OTC
Bulletin Board or similar electronic facility.  This Warrant may not be redeemed
unless each and every condition set forth in this Section 4 is satisfied. On and
after the date of  redemption  the  holder  shall have only the right to receive
$.01 per share of Common Stock  purchasable  upon exercise hereof at the time of
such redemption.

         5. Limitation on Sales.  Each holder of this Warrant  acknowledges that
this  Warrant  and the  Warrant  Shares  have  not  been  registered  under  the
Securities Act of 1933, as amended  ("Act"),  as of the date of issuance  hereof
and  agrees  not to sell,  pledge,  distribute,  offer  for  sale,  transfer  or
otherwise  dispose  of this  Warrant,  or any  Warrant  Shares  issued  upon its
exercise,  in the absence of (i) an effective  registration  statement under the
Act as to  this  Warrant  or such  Warrant  Shares,  as the  case  may  be,  and
registration or  qualification  of this Warrant or such Warrant  Shares,  as the
case may be,  under  any  applicable  Blue Sky or state  securities  law then in
effect or (ii) an opinion of counsel,  satisfactory  to the  Company,  that such
registration and qualification are not required.

                  In  addition,  this  Warrant  may  only  be  transferred  to a
transferee who certifies in writing to the Registered  Holder and to the Company
that such  transferee  is an  "accredited  investor"  within the meaning of Rule
501(a) promulgated by the Securities and Exchange Commission under the Act.

                  Without  limiting the generality of the foregoing,  unless the
offering  and sale of the  Warrant  Shares  to be  issued  upon  the  particular
exercise of the Warrant shall have been  effectively  registered  under the Act,
the Company  shall be under no  obligation  to issue the shares  covered by such
exercise  unless  and  until  the  Registered  Holder  shall  have  executed  an
investment letter in form and substance satisfactory to the Company, including a
warranty at the time of such exercise that it is then an  "accredited  investor"
within the meaning of Rule 501(c)  promulgated  by the  Securities  and Exchange
Commission under the Act, is acquiring such shares for its own account, and will
not  transfer the Warrant  Shares  unless  pursuant to an effective  and current
registration  statement  under  the Act or an  exemption  from the  registration
requirements of the Act and any other  applicable  restrictions,  in which event
the Registered Holder shall be bound by the provisions of a legend or legends to
such effect  that shall be endorsed  upon the  certificate(s)  representing  the
Warrant  Shares issued  pursuant to such  exercise.  In such event,  the Warrant
Shares  issued  upon  exercise  hereof  shall  be  imprinted  with a  legend  in
substantially the following form:

                                       4
<PAGE>

                  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. This security may not be
                  sold, pledged or otherwise  transferred in the absence of such
                  registration or pursuant to 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.

         6.  Registration  Rights of Warrant  Holder.  The Company has agreed to
register this Warrant and the Warrant  Shares for resale in accordance  with the
Subscription  Agreement and Investor Information  Statement entered into between
the Company and the Registered Holder.

         7. Warrant Solicitation and Warrant Solicitation Fee.

                  (1)  The  Company  has  engaged  M.H.  Meyerson  &  Co.,  Inc.
("Meyerson"), on a non-exclusive basis, as its agent for the solicitation of the
exercise of the Warrants.  The Company,  at its cost,  will (i) assist  Meyerson
with  respect to such  solicitation,  if  requested by Meyerson and (ii) provide
Meyerson lists of the Registered Holders,  and, to the extent known,  beneficial
owners of the Company's  Warrants.  In addition to the  conditions  set forth in
Section  7(b)  herein  below,  Meyerson  shall  accept  payment  of the  warrant
solicitation  fee  provided in Section  7(b) only if it has  provided  bona fide
services  in  connection  with the  exercise  of the  Warrants.  In  addition to
soliciting,  either orally or in writing,  the exercise of Warrants by a Warrant
holder, such services may also include disseminating information,  either orally
or in  writing,  to  Warrant  holders  about the  Company  or the market for the
Company's  securities,  or  assisting  in  the  processing  of the  exercise  of
Warrants.

                  (2) If, upon the exercise of any Warrant  (other than Warrants
issued by the  Company  upon  exercise  of the  Purchase  Options  issued by the
Company to  Meyerson  and/or  its  designees  in  connection  with the  original
offering), (i) the market price of the Common Stock is greater than the Exercise
Price, (ii) disclosure of compensation arrangements was made both at the time of
the original  offering  and at the time of  exercise,  (iii) the exercise of the
Warrant  was  solicited  by  Meyerson,  (iv)  the  Warrant  was  not  held  in a
discretionary  account,  and (v) the solicitation of the exercise of the Warrant
was not in violation of Regulation M (as such rule or any successor  rule may be
in effect as of such time of exercise) promulgated under the Securities Exchange
Act of 1934, as amended,  then the Company shall pay from the proceeds  received
upon exercise of the Warrant(s),  a fee of 4% of the Exercise Price to Meyerson,
provided that Meyerson delivers to the Company a certificate that the conditions
set  forth  in the  preceding  clauses  (ii),  (iii),  (iv)  and (v)  have  been
satisfied.

         8. Notices of Record Date. In case:

                  (1) 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  Warrant)  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

                  (2)  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

                                       5
<PAGE>

                  (3) of the voluntary or involuntary  dissolution,  liquidation
or winding-up of the Company, then, and in each such case, the Company will mail
or  cause  to be  mailed  to the  Registered  Holder  of this  Warrant  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
Warrant)  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.

         9. Reservation of Stock. The Company will at all times reserve and keep
available,  solely for issuance and delivery  upon the exercise of this Warrant,
such Warrant Shares and other stock,  securities  and property,  as from time to
time shall be issuable upon the exercise of this Warrant.

         10.  Replacement  of  Warrants.  Upon  receipt of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company,  or (in the case of mutilation)  upon surrender and
cancellation  of this Warrant,  the Company will issue,  in lieu thereof,  a new
Warrant of like tenor.

         11. Transfers, etc.


                  (1) The Company (or an agent of the Company)  will  maintain a
register  containing the names and addresses of the  Registered  Holders of this
Warrant.  Any  Registered  Holder may change its, his or her address as shown on
the warrant register by written notice to the Company requesting such change.

                  (2) Until any  transfer of this Warrant is made in the warrant
register,  the Company may treat the  Registered  Holder of this  Warrant as the
absolute owner hereof for all purposes; provided, however, that if and when this
Warrant  is  properly  assigned  in blank,  the  Company  may (but  shall not be
obligated  to) treat the  bearer  hereof as the  absolute  owner  hereof for all
purposes, notwithstanding any notice to the contrary.

         12. No Rights as Stockholder.  Until the exercise of this Warrant,  the
Registered  Holder of this  Warrant  shall not have or  exercise  any  rights by
virtue hereof as a stockholder of the Company.

         13.  Successors.  The rights  and  obligations  of the  parties to this
Warrant will inure to the benefit of and be binding upon the parties  hereto and
their  respective  heirs,  successors,   assigns,   pledgees,   transferees  and
purchasers.  Without limiting the foregoing, the registration rights referred to
in Section 6 of this Warrant shall inure to the benefit of the Registered Holder
and  all  the  Registered  Holder's  successors,   heirs,  pledgees,  assignees,
transferees and purchasers of this Warrant and the Warrant Shares.

                                       6
<PAGE>

         14. Change or Waiver. Any term of this Warrant may be changed or waived
only by an instrument in writing signed by the party against whom enforcement of
the change or waiver is sought.

         15.  Headings.  The  headings  in  this  Warrant  are for  purposes  of
reference  only and shall not  limit or  otherwise  affect  the  meaning  of any
provision of this Warrant.

         16.  Governing  Law. This Warrant shall be governed by and construed in
accordance  with the laws of the State of New York as such laws are  applied  to
contracts  made and to be fully  performed  entirely  within that state  between
residents  of that state  except to the extent the laws of the State of Delaware
mandatorily apply because the Company is incorporated in the State of Delaware.

         17. Jurisdiction and Venue. The Company (i) agrees that any legal suit,
action  or  proceeding  arising  out of or  relating  to this  Warrant  shall be
instituted exclusively in New York State Supreme Court, County of New York or in
the United States  District  Court for the Southern  District of New York,  (ii)
waives any objection to the venue of any such suit, action or proceeding and the
right to assert that such forum is not a convenient forum, and (iii) irrevocably
consents to the jurisdiction of the New York State Supreme Court,  County of New
York, and the United States District Court for the Southern District of New York
in any such suit, action or proceeding, and the Company further agrees to accept
and  acknowledge  service or any and all process  that may be served in any such
suit,  action or proceeding in New York State Supreme Court,  County of New York
or in the United States District Court for the Southern  District of New York in
person or by certified mail addressed as provided in the following Section.

         18. Mailing of Notices, etc. All notices and other communications under
this  Warrant  (except  payment)  shall be in writing and shall be  sufficiently
given if delivered to the  addressees in person,  by Federal  Express or similar
overnight  courier service,  or if mailed,  postage prepaid,  by certified mail,
return receipt requested, as follows:

Registered Holder:                To his or her last known  address as indicated
                                  on the Company's books and records.

The Company                       TII Industries, Inc.
                                  1385 Akron Street
                                  Copiague, NY 11726
                                  Attn: Chief Financial Officer
                                  Fax: (631) 789-2228

In either case, with a copy to:   Graubard Mollen & Miller
                                  600 Third Avenue
                                  New York, New York  10016
                                  Attn: David Alan Miller, Esq.
                                  Fax: (212) 818-8881


                                       7
<PAGE>

or to such other address as any of them, by notice to the others,  may designate
from time to time.  Notice shall be deemed given (a) when personally  delivered,
(b) the scheduled  delivery date if sent by Federal  Express or other  overnight
courier service or (c) the fifth day after sent by certified mail.

                                         TII INDUSTRIES, INC.



                                         By:
                                            ------------------------------------
                                             Paul G. Sebetic
                                              Vice President - Finance


                                       8
<PAGE>


                               NOTICE OF EXERCISE

                     To Be Executed by the Registered Holder
                          In Order to Exercise Warrants

         The undersigned Registered Holder hereby irrevocably elects to exercise
______  Warrants  represented  by this  Warrant,  and to purchase  the shares of
Common Stock  issuable  upon the exercise of such  Warrants,  and requests  that
certificates for such shares of Common Stock shall be issued in the name of

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 Warrants  shall not be all the  Warrants  evidenced b this
Warrant  Certificate,  that a new  Warrant  Certificate  for the balance of such
Warrants 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


                                       9
<PAGE>




                                 ASSIGNMENT FORM
                     To be executed by the Registered Holder
                           In order to Assign Warrants

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 Warrants  represented by this Warrant, and hereby
irrevocably  constitutes  and  appoints   ________________________  Attorney  to
transfer  this  Warrant  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  WARRANT  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 WARRANT

      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)