$1,000,000.00                                           Nashville, Tennessee
                                                        March 29, 1999


                          AMENDED AND RESTATED
                     SENIOR SECURED PROMISSORY NOTE

     FOR VALUE RECEIVED, the undersigned, TELTRONICS, INC., a Delaware 
corporation, TTG ACQUISITION CORP., a Delaware corporation, TELTRONICS/SRX, 
Inc., a Delaware corporation, AT SUPPLY, INC., a Texas corporation, and 
INTERACTIVE SOLUTIONS, INC., a Delaware corporation (the foregoing entities
collectively referred to herein as the "Maker"), jointly and severally 
promise to pay to the order of SIRROM CAPITAL CORPORATION d/b/a TANDEM 
CAPITAL, INC., a Tennessee corporation ("Payee" and, together with any 
subsequent holder(s) hereof, "Holder"), to Payee's account number 
2020000089216 at First Union National Bank, Nashville, Tennessee, ABA 
routing number 064000059, or at such other place as Holder may designate to 
Maker in writing from time to time, on April 30, 2000 (the "Maturity Date"), 
the principal sum of ONE MILLION and NO/100 DOLLARS ($1,000,000.00), 
together with interest on the outstanding principal balance hereof from the 
date of each advance at the rate of twelve percent (12%) per annum computed 
on the basis of a 360-day year; provided that if the principal balance
and all related accrued interest thereon shall not be paid in full by September 
30, 1999, the interest rate on the outstanding principal balance hereof 
shall increase from and after such date to the rate of thirteen and one-half 
percent (13.5%) per annum computed on the basis of a 360-day year.

     Interest on the outstanding principal balance hereof shall be due and 
payable quarterly, in arrears, with the first installment being payable on 
May 15, 1999 and subsequent installments being payable on August 15, 1999, 
November 15, 2000, February 15, 2000 and thereafter on the Maturity Date, at 
which time the entire outstanding principal balance, together with all 
accrued and unpaid interest, shall be immediately due and payable in full.

     The indebtedness evidenced hereby may be prepaid in whole or in part at 
any time and from time to time, without penalty.  Any such prepayments shall be 
credited first to any accrued and unpaid interest and then to the outstanding 
principal balance hereof.

     Time is of the essence of this Amended and Restated Note (the "Note").  

     This is the Note referenced in, and issued pursuant to, the Loan and 
Security Agreement of dated February 25, 1998 between the Maker and the 
Payee (as amended, supplemented or otherwise modified from time to time, the 
"Loan Agreement").  The indebtedness evidenced by this Note was incurred 
pursuant to, and is governed and secured by the Loan Agreement and the 
other "Loan Documents" defined and referenced therein.  Reference is made to 
the Loan Agreement for a description of the terms and conditions governing this 
Note and the indebtedness evidenced hereby, including but not limited to the 
circumstances under which the indebtedness evidenced by this Note may be 
declared, or may automatically become, immediately due and payable prior to the 
Maturity Date.

     To the extent permitted by applicable law, upon the occurrence of any Event
of Default (as such term is defined in the Loan Agreement), at the option of 
Holder and without notice to Maker, all overdue interest, if any, shall be added
to the outstanding principal balance hereof, and the entire outstanding 
principal balance, as so adjusted, shall bear interest thereafter until paid 
at an annual rate equal to the otherwise then-applicable interest rate plus an 
additional two percent (2%) per annum (computed on the basis of a 360-day year).

     If this Note is placed in the hands of an attorney for collection or for 
enforcement or protection of the security, or if Holder incurs any costs 
incident to the collection of the indebtedness evidenced hereby or the 
enforcement or protection of the security, Maker and any endorsers hereof agree 
to pay to Holder an amount equal to all such costs, including, without 
limitation, all reasonable attorney's fees and all court costs. 

     Presentment for payment, demand, protest and notice of demand, protest and 
nonpayment are hereby waived by Maker and all other parties hereto.  No failure 
to accelerate the indebtedness evidenced hereby by reason of default
hereunder, acceptance of a past-due installment or other indulgences granted 
from time to time, shall be construed as a novation of this Note or as a 
waiver of such right of acceleration or of the right of Holder thereafter to 
insist upon strict compliance with the terms of this Note or to prevent the 
exercise of such right of acceleration or any other right granted
hereunder or by applicable laws.  No extension of the time for payment of 
the indebtedness evidenced hereby or any installment due hereunder, made 
by agreement with any person now or hereafter liable for payment of the 
indebtedness evidenced hereby, shall operate to release, discharge, modify, 
change or affect the original liability of Maker hereunder or that of any 
other person now or hereafter liable for payment of the indebtedness evidenced 
hereby, either in whole or in part, unless Holder agrees otherwise in writing.  
This Note may not be changed orally, but only by an agreement in writing 
signed by the party against whom enforcement of any waiver, change, 
modification or discharge is sought.

     All interest accruing under this Note is subject to the terms of Section 
8.7 of the Loan Agreement.  Without limitation to the foregoing, all 
agreements herein made are expressly limited so that in no event whatsoever, 
whether by reason of advancement of proceeds hereof, acceleration of maturity 
of the unpaid balance hereof or otherwise, shall the amount paid or agreed 
to be paid to Holder for the use of the money advanced or to be advanced 
hereunder exceed the maximum amounts collectible under applicable laws in 
effect from time to time (the "Maximum Rate").  If, from any circumstances 
whatsoever, the fulfillment of any provision of this Note or any other 
agreement or instrument now or hereafter evidencing, securing or in any 
way relating to the indebtedness evidenced hereby shall involve the payment
of interest in excess of said Maximum Rate, then, ipso facto, the obligation 
to pay interest hereunder shall be reduced to said Maximum Rate; and if from 
any circumstance whatsoever, Holder shall ever receive interest, the amount of
which would exceed the amount collectible at said Maximum Rate, such amount 
as would be excessive interest shall be applied to the reduction of the 
principal balance remaining unpaid hereunder and not to the payment of interest.
This provision shall control every other provision in any and all other 
agreements and instruments existing or hereafter arising between Maker 
and Holder with respect to the indebtedness evidenced hereby.

     This Note shall be construed and enforced under the internal laws of 
the State of Tennessee, without reference to the conflict of laws principles 
thereof.

     As used herein, the terms "Maker" and "Holder" shall be deemed to include 
their respective successors, legal representatives and assigns, whether by 
voluntary action of the parties or by operation of law.

     [SIGNATURE PAGE TO SENIOR SECURED PROMISSORY NOTE ($1,000,000)]

                              MAKER:

                              TELTRONICS, INC.

                              By:       Mark E. Scott                 
                              Name:     Mark E. Scott                 
                              Its:      VP Finance                    

                              Attest:   William L. Hutchison               
                              Name:     William L. Hutchison               
                              Its:      Exec. VP                 

                              [CORPORATE SEAL]

                              TTG ACQUSITION CORP.

                              By:       Mark E. Scott   
                              Name:     Mark E. Scott                 
                              Its:      VP Finance                    

                              Attest:   William L. Hutchison               
                              Name:     William L. Hutchison               
                              Its:      Asst. Secretary               

                              [CORPORATE SEAL]

                              AT SUPPLY, INC.

                              By:       Mark E. Scott                 
                              Name:     Mark E. Scott                 
                              Its:      VP Finance                    

                              Attest:   William L. Hutchison               
                              Name:     William L. Hutchison               
                              Its:      Asst. Secretary               

                              [CORPORATE SEAL] 

                              INTERACTIVE SOLUTIONS, INC.

                              By:       Mark E. Scott                 
                              Name:     Mark E. Scott                 
                              Its:      VP Finance                    

                              Attest:   William L. Hutchison               
                              Name:     William L. Hutchison               
                              Its:      Asst. Secretary               

                              [CORPORATE SEAL]

                              TELTRONICS/SRX, INC.

                              By:       Mark E. Scott                 
                              Name:     Mark E. Scott                 
                              Its:      VP Finance                    

                              Attest:   William L. Hutchison               
                              Name:     William L. Hutchison               
                              Its:      President                

                              [CORPORATE SEAL]