<PAGE>

                                                         EXHIBIT 10.6

                            STOCK OPTION AGREEMENT


          STOCK OPTION AGREEMENT, dated as of October 15, 1996, among
TELTRONICS, INC., a Delaware corporation with an office located at 2150
Whitfield Industrial Way, Sarasota, Florida 34243 (the "Company"), the
persons and entities set forth on SCHEDULE A hereto whose signatures appear
below (individually, an "Optionee" and collectively, the "Optionees") and
Sevin Rosen Bayless Management Company ("Agent"), as agent for Optionees.

                             W I T N E S S E T H :

          WHEREAS, the Company desires to grant the Optionees an option (the
"Option") to purchase shares of the Company's Common Stock, par value $.001
per share ("Common Stock"), on the terms and conditions set forth below;

          NOW, THEREFORE, in consideration of the mutual covenants and
premises set forth herein, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
          1.   GRANT OF OPTION.

          (a)  The Company hereby grants to the Optionees an option to
purchase, in the aggregate, up to 375,000 shares of Common Stock (the
"Shares") at a purchase price of $3.21 per Share ("Exercise Price").

          (b)  Each Optionee shall be entitled to exercise this Option and
purchase for his, her or its own account, on or before December 15, 1996, a
percentage of the Shares in an amount (the "Allocable Share") set forth on
SCHEDULE A hereto.

          2.   EXERCISE OF OPTION.  Subject to Section 4 hereof, this Option
shall be exercisable during the term set forth in Section 5 hereof as
follows:

          (a)  METHOD OF EXERCISE.  This Option shall be exercisable from
time to time by written notice of an Optionee to Agent which shall state the
number of Shares in respect of which this Option is being exercised by such
Optionee, and which shall contain or be accompanied by an investment
representation as set forth in EXHIBIT 1 hereto.  Such written notice shall
be signed by such Optionee exercising this Option and shall be delivered in
person or by certified mail to Agent.  The written notice shall be
accompanied by payment of the Exercise Price for the number of Shares as to
which this Option is being exercised by such Optionee.

          (b)  NUMBER OF SHARES EXERCCISABLE.  Each exercise of an Option by
an Optionee hereunder shall reduce, pro tanto, the total number of Shares
that may thereafter be purchased by such Optionee under such Option and shall
reduce the Allocable Share of such Optionee by such number of Shares as to
which this Option has been exercised by such Optionee.

          (c)  AGENT'S DELIVERY.  On or before December 20, 1996 Agent shall
deliver in person or by certified mail to the Secretary of the Company any
and all of the notices, investment representations and payments received from
Optionees on or prior to December 15, 1996 with respect to the exercise of
the Option as to such Optionees' Allocable Share.

          3.   METHOD OF PAYMENT.  Payment of the Exercise Price shall be by
check, subject to collection.

          4.   FRACTIONAL SHARES.  The Company shall not be required to issue
fractional shares upon the Exercise by an Optionee of the Option.

          5.   TERM OF OPTION AND AGREEMENT.

          (a)  This Option may only be exercised by Agent on behalf of each
Optionee with respect to his, her or its Allocable Share on or before
December 20, 1996, and may be exercised by Agent only one time during such
term only in accordance with the terms of this Option and only with respect
to the exercise of this Option for which notices, payments and investment
representations have been received by Agent from such Optionees on or prior
to December 15, 1996.

          (b)  If, on December 15, 1996, this Option has not been fully
exercised, then the Agent shall, by December 20, 1996, send written notice to
all Optionees that have fully exercised this Option with respect to their
respective Allocable Share ("Participating Optionees"), indicating the number
of Shares as to which this Option has not been exercised ("Remaining Shares")
and indicating the Second Allocable Share (as defined in Section 5(c) hereof)
applicable to each Participating Optionee.

          (c)  Each Participating Optionee shall have the right, exercisable
on or before December 31, 1996, to purchase a percentage of the Remaining
Shares in an amount equal to the ratio of (i) the percentage of such
Participating Optionee as set forth on SCHEDULE A hereto, to (ii) the total
sum of the percentages of all of the Participating Optionees ("Second
Allocable Share").

          (d)  Each Participating Optionee may exercise this Option with
respect to all, but not less than all, of his, her or its Second Allocable
Share and any such exercise shall be made by delivery to Agent of a notice of
exercise, together with the payment therefor and investment representations
required hereunder, on or before December 31, 1996.  On or before January 5,
1997, Agent shall deliver in person or by certified mail to the Secretary of
the Company, any and all of the notices, investment representations, and
payments received from Participating Optionees on or prior to December 31,
1996 with respect to the exercise of this Option as to such Optionees' Second
Allocable Share.

          (e)  The Shares issuable pursuant to the exercise of options
hereunder (the "Option Shares") shall, subject to collection, be delivered to
Agent on or before January 15, 1997, and Agent shall promptly deliver such
shares to the Participating Optionees.

          6.   REGISTRATION RIGHTS.  The Company and the Participating
Optionees shall enter into a Registration Rights Agreement in the form set
forth in EXHIBIT 2 hereto.

          7.   MISCELLANEOUS.

          (a)  This Agreement shall be governed by, and construed and
enforced in accordance with, the internal laws of the State of New York,
without regard to principles of conflicts of law.

          (b)  This Agreement represents the entire agreement between the
parties, and supersedes all negotiations, agreements, representations,
warranties and commitments, whether in writing or oral, prior to the date
hereof.  This Agreement may not be modified, amended, or any provision hereof
waived in whole or in part except by a written agreement signed by the
parties.

          (c)  All notices and other communications required by or otherwise
with respect to this Agreement shall be in writing and shall be deemed to
have been duly given and delivered to either party (i) when delivered
personally (by courier service or otherwise), (ii) on the business day after
the date sent by a nationally recognized overnight courier service, or (iii)
three days after being mailed by first-class registered or certified mail,
return receipt requested, in the case of the Company, to the address set
forth in the preamble hereto and in the case of an Optionee, to such address
as set forth below Optionee's signature hereto (or at such other addresses as
the parties may notify each other of in accordance with the provisions of
this Section 7(c)).

          IN WITNESS WHEREOF, the undersigned have executed this Stock Option
Agreement as of the date first written above.

                              TELTRONICS, INC. 

                              By:    Ewen R. Cameron
                              Title: President & CEO


                              SEVIN ROSEN BAYLESS MANAGEMENT COMPANY, as
                              Agent

                              By:    Jon W. Bayless
                              Title: President
<PAGE>

SEVIN ROSEN FUND II, L.P.

By:      Jon W. Bayless
Title:   General Partner
Address: 13455 Noel Road, Suite 1670
         Dallas, TX 75240


SEVIN ROSEN FUND III, L.P.

By:      Jon W. Bayless
Title:   General Partner
Address: 13455 Noel Road, Suite 1670
         Dallas, TX 75240


KLEINER PERKINS CAUFIELD & BYERS III

By:      L. John Doerr
Title:   General Partner of The General Patner KPCB Associates L.P.
Address: 2750 Sand Hill Road
         Menlo Park, CA 94025 


KLEINER PERKINS CAUFIELD & BYERS IV

By:      L. John Doerr
Title:   General Partner of The General Partner of KPCB IV Associates L.P.
Address: 2750 Sand Hill Road
         Menlo Park, CA 94025


GIBRALTAR TRUST

By:
Title:
Address:


JON W. BAYLESS, IRA

By:      Jon W. Bayless
Title:  
Address: 13455 Noel Road, Suite 1670
         Dallas, TX 75240


SAM K. SMITH

By:
Title:
Address:


MICAS TRVST LTD.

By:      Jon W. Bayless
Title:   General Partner
Address: 13455 Noel Road, Suite 1670
         Dallas, TX 75240


FREDERIC A. RUBINSTEIN

By:      Frederick A. Rubinstein
Title:
Address: 101 Park Avenue
         New York, NY 10178

RICHARD LONG

By:
Title:
Address:


399 VENTURE PARTNERS, INC.

By:      Stuart L. Agranoff
Title:   Vice President
Address: 399P/14th FL-ZN 4/559-1054


J.F. SHEA CO. INC., as Nominee

By:      Edmund H. Shea, Jr.
Title:   Vice President
Address: 655 Brea Canyon Road
         Walnut, CA 91789


NBR-SRX,LTD.

By:
Title:
Address:


CHARLES H. PHIPPS

By:
Title:
Address:


EDWIN A. ALLBRITTON, S/D IRA

By:      Edwin A. Allbritton
Title:   Trustee
Address: 13344 Noel Road, Suite 1375
         Dallas, TX 75240


JON W. BAYLESS

By:      Jon W. Bayless
Title:
Address: 13455 Noel Road, Suite 1670
         Dallas, TX 75240


W. SUE BAYLESS

By:      Jon W. Bayless
Title:   Attorney-In-Fact
Address: 13455 Noel Road, Suite 1670
         Dallas, TX 75240


HUDSON TRUST

By:      Peter M. Rup
Title:   Attorney-In-Fact
Address: 


INTERWEST PARTNERS V

By:      Philip T. Gianos
Title:   General Partner
Address: 3000 Sand Hill Road, Building 3, Suite 255
         Menlo Park, CA 94025


INTERWEST INVESTORS V

By:      Philip T. Gianos
Title:   Power of Attorney
Address: 3000 Sand Hill Road, Building 3, Suite 255
         Menlo Park, CA 94025

<PAGE>
                            SCHEDULE A

          OPTIONEE                       PERCENTAGE

Sevin Rosen Fund II, L.P.                 0.736510%
Sevin Rosen Fund III, L.P.               11.439089%
Kleiner Perkins Caufield & Byers III      4.997301%
Kleiner Perkins Caufield & Byers IV      17.018514%
Gibraltar Trust                          18.177087%
Jon W. Bayless, IRA                       0.257286%
Sam K. Smith                              0.017556%
Micas Trvst Ltd.                          0.074633%
Frederic A. Rubinstein                    0.120158%
Richard Long                              0.000777%
399 Venture Partners, Inc.                0.606931%
J.F. Shea Co., Inc., as Nominee           2.752912%
NBR-SRX, Ltd.                             5.971017%
Charles H. Phipps                         0.060941%
Edwin A. Allbritton, S/D IRA              0.132561%
Jon W. Bayless                            4.325926%
W. Sue Bayless                            4.267221%
Hudson Trust                              2.427084%
InterWest Partners V                     26.450144%
InterWest Investors V                     0.166353%

<PAGE>
                                  EXHIBIT 1

                                   [Date]


Teltronics, Inc.
2150 Whitfield Industrial Way
Sarasota, Florida 34243

     Re:  INVESTMENT REPRESENTATIONS

Ladies and Gentlemen:

     I hereby exercise my Option to purchase ________________ shares of the
voting common stock of Teltronics, Inc. (the "Company"), par value $.001 per
share, pursuant to the Stock Option Agreement between, INTER ALIA, the
Company and the undersigned, dated October 15, 1996 (the "Stock Option
Agreement")

     In connection with the exercise of the Option to purchase such shares,
the undersigned represents and warrants that:

     (i)    INVESTMENT REPRESENTATIONS.  The undersigned is acquiring the
shares being issued to the undersigned hereunder for its own account, for
investment purposes and not with a view to, or for sale in connection with,
any distribution of such shares or any part thereof. 

     (ii)   INVESTMENT EXPERIENCE; Access to Information.  The undersigned
(a) is an "accredited investor" as that term is defined in Rule 501(a)
promulgated under the Securities Act, (b) is an investor experienced in the
evaluation of businesses similar to the Company, (c) is able to fend for
itself in the transactions contemplated by the Stock Option Agreement,
(d) has such knowledge and experience in financial, business and investment
matters as to be capable of evaluating the merits and risks of this
investment, (e) has the ability to bear the economic risks of this
investment, (f) was not organized or reorganized for the specific purpose of
acquiring the shares purchased by it, and (g) has been afforded prior to the
date hereof the opportunity to ask questions of, and to receive answers from,
the Company and to obtain any additional information, to the extent the
Company has such information or could have acquired it without unreasonable
effort or expense, all as necessary for it to make an informed investment
decision with respect to the purchase of the shares.

     (iii)  ABSENCE OF REGISTRATION.  The undersigned understands that:

            (a)   The shares to be sold and issued hereunder are unregistered
and may be required to be held indefinitely unless they are subsequently
registered under the Securities Act, or an exemption from such registration
is available.

            (b)   The Company is under no obligation to file a registration
statement with the Securities and Exchange Commission with respect to the
shares.

            (c)   Rule 144 promulgated under the Securities Act of 1933
("Rule 144"), which provides for certain limited sales of unregistered
securities, is not presently available with respect to the shares, and the
Company is under no obligation to make Rule 144 available.

     (iv)   RESTRICTIONS ON TRANSFER.  It will not offer, sell, pledge,
hypothecate, or otherwise dispose of the shares unless such offer, sale,
pledge, hypothecation or other disposition (a) is registered under the
Securities Act of 1933 and any applicable state law, or (b) does not violate
the Securities Act of 1933 or any applicable state law, and (c) the
certificate(s) representing the shares shall bear a legend stating in
substance:

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR
     OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
     REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE LAWS OR, IN THE
     OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF
     THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION
     DOES NOT VIOLATE THE PROVISIONS THEREOF.

     Upon request of a holder of the shares, the Company shall remove the
legend set forth above from the certificates evidencing such shares, or issue
to such holder new certificates therefor free of such legend, if with such
request the Company shall have received an opinion of counsel selected by the
holder and reasonably satisfactory to the Company, in form and substance
reasonably satisfactory to the Company, to the effect that such shares are
not required by the Securities Act of 1933 to continue to bear the legend.

     (v)    TRANSFER INSTRUCTIONS.  The undersigned agrees that the Company
may provide for appropriate transfer instructions to implement the provisions
hereof.

     (vi)   ECONOMIC RISK.  The undersigned understands that it must bear the
economic risk of the investment represented by the purchase of the shares for
an indefinite period.


                                      _____________________________________
                                               (Optionee)


                                      By __________________________________
                                         Name:
                                         Title:



<PAGE>
                                 Exhibit 2

                        REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT, dated as of ________, 1996, among
Teltronics, Inc., a Delaware corporation (the "Company") and those parties
listed on Schedule 1 attached hereto (the "Optionees").

                            W I T N E S S E T H:

     WHEREAS, pursuant to a Stock Option Agreement, dated October 15, 1996
(the "Stock Option Agreement"), among the Company, the persons and entities
set forth on Schedule A thereto and Sevin Rosen Bayless Management Company,
the Company may issue shares of the Company's Common Stock, par value $.001
per share ("Common Stock"), which shares are not registered under the
Securities Act of 1933, as amended (the "Securities Act") and are subject to
the resale restrictions set forth in Rule 144 promulgated under the
Securities Act ("Rule 144"), to the Optionees. 

     NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:

     1.   REGISTRATION.  The following provisions govern the registration of
the Common Stock:

     1.1  DEFINITIONS.  As used herein, the following terms have the
following meanings:

     HOLDER:  A holder of Registrable Stock (or transferee, subject to
     compliance with Section 1.10 hereof), PROVIDED that anyone who acquires
     any Registrable Stock in a distribution pursuant to a registration
     statement filed by the Company under the Securities Act shall not
     thereby be deemed to be a "Holder".

     "REGISTER", "REGISTERED" and "REGISTRATION" refer to a registration
     effected by filing a registration statement in compliance with the
     Securities Act and the declaration or ordering by the Securities and
     Exchange Commission (the "Commission") of effectiveness of such
     registration statement.

     REGISTRABLE STOCK:  All shares of Common Stock issued and held by the
     Optionees which were issued pursuant to the terms of the Stock Option
     Agreement or by a person to whom registration rights have been
     transferred in compliance with the provisions of Section 1.9 hereof; and
     all shares of Common Stock issued by the Company in respect of such
     shares.

     1.2  INCIDENTAL REGISTRATION.  If the Company at any time proposes to
register any of its securities under the Securities Act in an offering for
cash (other than a registration effected solely to implement an employee
benefit plan or an exchange of securities for the assets or securities of or
the merger or consolidation with another person, firm, corporation or other
entity), it will each such time give written notice to all Holders of its
intention so to do.  Upon the written request of a Holder or Holders given
within 20 days after receipt of any such notice (stating the number of shares
of Registrable Stock to be disposed of by such Holder or Holders and the
intended method of disposition), the Company shall use its best efforts to
cause all such shares of Registrable Stock intended to be disposed of, the
Holders of which shall have requested registration thereof, to be registered
under the Securities Act so as to permit the disposition (in accordance with
the methods in said request) by such Holder or Holders of the shares so
registered, subject, however, to the limitations set forth in Section 1.3.

     1.3  LIMITATIONS ON INCIDENTAL REGISTRATION.  If the registration of
which the Company gives notice pursuant to Section 1.2 is for an underwritten
offering, only securities that are to be included in the underwriting may be
included in the registration.  Notwithstanding any provision of Section 1.2,
if the underwriter determines that marketing factors require a limitation of
the number of shares to be underwritten, the underwriter may eliminate or
reduce the number of shares of Registrable Stock to be included in the
registration and underwriting.  The Company shall so advise all Holders
(except those Holders who have not indicated to the Company their decision to
distribute any of their Registrable Stock through such underwriting), and the
number of shares of Registrable Stock that may be included in the
registration and underwriting shall be allocated among such Holders in
proportion, as nearly as practicable, to the respective amounts of
Registrable Stock owned by such Holders at the time of filing the
registration statement.  No Registrable Stock excluded from the underwriting
by reason of the underwriter's marketing limitation shall be included in such
registration.  In addition, selling Holders shall execute a mutually
acceptable lock-up agreement with the underwriter(s) in any underwritten
registration.  If any Holder disapproves of any such underwriting, such
person may elect to withdraw therefrom by written notice to the Company and
the underwriter.  The Registrable Stock and/or other securities so withdrawn
from such underwriting shall also be withdrawn from such registration.  

     1.4  REGISTRATION PROCEDURES.  Whenever the Company shall file a
registration statement registering shares of Common Stock, as contemplated by
Section 1.2 hereof, the Company shall:

          (a)  furnish to each prospective seller such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, in order to facilitate the public sale or
other disposition of the shares owned by such seller;

          (b)  use its best efforts to register or qualify the shares covered
by such registration statement under such other securities or blue sky or
other applicable laws of the states of California, New York and Texas, to
enable each prospective seller to consummate the public sale or other
disposition in such states of the shares owned by such seller; provided,
however, that in no event shall the Company be obligated to qualify to do
business in any jurisdiction where it is not at the time so qualified or to
take any action which would subject it to service of process in suits other
than those arising out of the offer or sale of the stock covered by such
registration statement in any jurisdiction where it is not at the time so
subject;

          (c)  in the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering; each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement;

          (d)  notify each Holder of Registrable Stock covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the
circumstances then existing; and

          (e)  apply for listing and use its best efforts to list the
Registrable Stock being registered on any national securities exchange on
which a class of equity securities of the Company are listed or, if the
Company does not have a class of equity securities listed on a national
securities exchange, apply for qualification and use its best efforts to
qualify the Registrable Stock being registered for inclusion on the Small Cap
(trademark) automated quotation system of the National Association of
Securities Dealers, Inc. ("NASDAQ") or on a national securities exchange.

     The registration rights granted under Section 1.2 shall terminate as to
any Holder if such person (a) holds one percent (1%) or less of the
outstanding shares of Common Stock and (b) would be permitted to sell all of
the Registrable Stock held by it pursuant to Rule 144(k).

     1.5  DESIGNATION OF UNDERWRITER.  In the case of any registration
initiated by the Company, the Company, in its sole discretion, shall have the
right to designate the managing underwriter in any underwritten offering.

     1.6  COOPERATION BY PROSPECTIVE SELLERS.  (a) Each prospective seller of
Registrable Stock will furnish to the Company such information as the Company
or its transfer agent may reasonably require from such seller in connection
with the registration statement (and the prospectus included therein) or the
listing of the Registrable Stock on NASDAQ.

          (b)  Failure of a prospective seller of Registrable Stock to
furnish the information and agreements described in this Section 1.6 or
Section 1.4(c) shall not affect the obligations of the Company under this
Section 1 to remaining sellers who furnish such information and agreements
unless, in the reasonable opinion of counsel to the Company or the
underwriters, such failure impairs or may impair the viability of the
offering or the legality of the registration statement or the underlying
offering.

          (c)  The Holders of Registrable Stock included in the registration
statement will not (until further notice from the Company) effect sales
thereof after receipt of telegraphic or written notice from the Company to
suspend sales to permit the Company to correct or update a registration
statement or prospectus; but the obligations of the Company with respect to
maintaining any registration statement current and effective shall be
extended by a period of days equal to the period such suspension is in effect
unless (i) such extension would result in the inability of the Company to use
the financial statements in the registration statement initially filed and
(ii) such correction or update did not result from the wrongful acts or
failures to act of the Company.

     1.7  EXPENSES OF REGISTRATION.   All expenses incurred in effecting any
registration pursuant to Section 1.2 including, without limitation, all
registration and filing fees, printing expenses, expenses of compliance with
blue sky laws, fees and disbursements of counsel for the Company, and
expenses of any audits incidental to or required by any such registration,
shall be borne by the Company, except that all expenses, fees and
disbursements of any counsel or other professional retained by the Holders,
and all underwriting discounts and commissions shall be borne by the Holders
of the securities registered pursuant to such registration, pro rata
according to the quantity of their securities so registered.

     1.8  INDEMNIFICATION.  (a) To the extent permitted by law, the Company
shall indemnify each Holder joining in a registration, each agent, officer
and director of such Holder, each person controlling such Holder and each
underwriter and selling broker of the securities so registered (collectively,
"Indemnitees") against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any prospectus,
offering circular or other document incident to any registration,
qualification or compliance (or in any related registration statement,
notification or the like) or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, or any violation by the Company of the
Securities Act, the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or state securities laws or any rule or regulation
promulgated under the Securities Act, the Exchange Act or a state securities
law, in each case applicable to the Company, and will reimburse each such
Indemnitee for any legal and any other fees and expenses reasonably incurred
in connection with investigating or defending any such claim, loss, damage,
liability or action, PROVIDED, HOWEVER, that the Company will not be liable
to any Indemnitee in any such case to the extent that any such claim, loss,
damage or liability is caused by any untrue statement or omission so made in
conformity with information furnished to the Company by such Indemnitee for
use therein and except that the foregoing indemnity is subject to the
condition that, insofar as it relates to any such untrue statement (or
alleged untrue statement) or omission (or alleged omission) made in the
preliminary prospectus but eliminated or remedied in the amended prospectus
on file with the Commission at the time the registration statement becomes
effective or in the amended prospectus filed with the Commission pursuant to
Rule 424(b) (the "Final Prospectus"), such indemnity shall not inure to the
benefit of any underwriter, or any Indemnitee if there is no underwriter, if
a copy of the Final Prospectus was not furnished to the person or entity
asserting the loss, liability, claim or damage at or prior to the time such
furnishing is required by the Securities Act; PROVIDED, FURTHER, that this
indemnity shall not be deemed to relieve any underwriter of any of its due
diligence obligations; PROVIDED, FURTHER, that the indemnity agreement
contained in this subsection 1.8(a) shall not apply to amounts paid in
settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of the Company, which consent
shall not be unreasonably withheld.

          (b)  To the extent permitted by law, each Holder joining in a
registration and each underwriter and selling broker of the securities so
registered shall indemnify the Company and its officers and directors and
each person, if any, who controls any thereof within the meaning of
Section 15 of the Securities Act, and their respective successors against all
claims, losses, damages and liabilities (or actions in respect thereof)
arising out of or based on any untrue statement (or alleged untrue statement)
of a material fact contained in any prospectus, offering circular or other
document incident to any registration, qualification or compliance (or in any
related registration statement, notification or the like) or any omission (or
alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading and shall
reimburse the Company and each other person indemnified pursuant to this
paragraph (b) for any legal and any other fees and expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, PROVIDED, HOWEVER, that this paragraph (b) shall
apply only if (and only to the extent that) such statement or omission was
made in reliance upon and in conformity with information (including, without
limitation, written negative responses to inquiries) furnished to the Company
by such Holder, underwriter or selling broker for use in such prospectus,
offering circular or other document (or related registration statement,
notification or the like) or any amendment or supplement thereto; and except
that the foregoing indemnity is subject to the condition that, insofar as it
relates to any such untrue statement (or alleged untrue statement) or
omission (or alleged omission) made in the preliminary prospectus but
eliminated or remedied in the amended prospectus on file with the Commission
at the time the registration statement becomes effective or in the Final
Prospectus, such indemnity shall not inure to the benefit of (i) the Company
and (ii) any underwriter, or Holder if there is no underwriter, if a copy of
the Final Prospectus was not furnished to the person or entity asserting the
loss, liability, claim or damage at or prior to the time such furnishing is
required by the Securities Act; PROVIDED, FURTHER, that this indemnity shall
not be deemed to relieve any underwriter of any of its due diligence
obligations; PROVIDED, FURTHER, that the indemnity contained in this
subsection 1.8(b) shall not apply to amounts paid in settlement of any such
claim, loss, damage, liability or action if such settlement is effected
without the consent of the Holder or underwriter, as the case may be, which
consent shall not be unreasonably withheld; and PROVIDED, FURTHER, that the
obligations of such Holders shall be limited to an amount equal to the net
proceeds received by such Holder from the sale of such stock in such offering
as contemplated herein, unless such claim, loss, damage, liability or action
resulted from such Holder's fraudulent misconduct.

          (c)  Each party entitled to indemnification hereunder (the
"indemnified party") shall give notice to the party required to provide
indemnification (the "indemnifying party") promptly after such indemnified
party has actual knowledge of any claim as to which indemnity may be sought,
and shall permit the indemnifying party (at its expense) to assume the
defense of any claim or any litigation resulting therefrom, PROVIDED that
counsel for the indemnifying party, who shall conduct the defense of such
claim or litigation, shall be reasonably satisfactory to the indemnified
party, and the indemnified party may participate in such defense at such
party's expense, and PROVIDED FURTHER that the omission by any indemnified
party to give notice as provided herein shall not relieve the indemnifying
party of its obligations under this Section 1.8 except to the extent that the
omission results in a failure of actual notice to the indemnifying party and
such indemnifying Party is damaged solely as a result of the failure to give
notice.  No indemnifying party, in the defense of any such claim or
litigation, shall consent, except with the consent of each indemnified party,
to entry of any judgment or enter into any settlement which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to
such indemnified party of a release from all liability in respect to such
claim or litigation.

          (d)  The reimbursement required by this Section 1.8 shall be made
by periodic payments during the course of the investigation or defense, as
and when bills are received or expenses incurred.

          (e)  The obligation of the Company and each Holder under this
Section 1.8 shall survive the completion of any offering of Registrable Stock
in a registration statement under this Section 1, or otherwise, in which
Holders were offered an opportunity to sell all of their shares, for a period
of one (1) year.

     1.9  REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEES.  Each
Optionee severally represents and warrants that:

     (a)  AUTHORIZATION.  It has full power and authority to enter into and
to perform this Registration Rights Agreement in accordance with its terms. 
This Registration Rights Agreement has been duly executed and delivered by it
and constitutes its valid and legally binding obligation.

     (b)  INVESTMENT REPRESENTATIONS.  If it shall acquire Common Stock upon
exercise of an option, it shall acquire the shares of Common Stock for its
own account, for investment purposes and not with a view to, or for sale in
connection with, any distribution of such shares or any part thereof. 

     (c)  INVESTMENT EXPERIENCE; ACCESS TO INFORMATION.  It (a) is an
"accredited investor" as that term is defined in Rule 501(a) promulgated
under the Securities Act, (b) is an investor experienced in the evaluation of
businesses similar to the Company, (c) is able to fend for itself in the
transactions contemplated by this Registration Rights Agreement, (d) has such
knowledge and experience in financial, business and investment matters as to
be capable of evaluating the merits and risks of this investment, (e) has the
ability to bear the economic risks of this investment, (f) was not organized
or reorganized for the specific purpose of acquiring the shares of Common
Stock held by it, and (g) has been afforded the opportunity to ask questions
of, and to receive answers from the Company and to obtain any additional
information, to the extent the Company has such information or could have
acquired it without unreasonable effort or expense, all as necessary for it
to make an informed investment decision with respect to the acquisition of
the shares of Common Stock.

     (d)  ABSENCE OF REGISTRATION.  It understands that:

          (i)  The shares of Common Stock are unregistered and may be
required to be held indefinitely unless they are subsequently registered
under the Securities Act, or an exemption from such registration is
available.

          (ii) The Company is under no obligation to file a registration
statement with the Securities and Exchange Commission with respect to the
shares of Common Stock.

          (iii) Rule 144, which provides for certain limited sales of
unregistered securities, is not presently available with respect to the
shares of Common Stock, and the Company is under no obligation to make
Rule 144 available.

     (e)  RESTRICTIONS ON TRANSFER.  It will not offer, sell, pledge,
hypothecate, or otherwise dispose of the shares of Common Stock unless such
offer, sale, pledge, hypothecation or other disposition (i) is registered
under the Securities Act and any applicable State law, or (ii) does not
violate the Securities Act or any applicable state law, and (iii) the
certificate(s) representing the shares shall bear a legend stating in
substance:

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR
     OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
     REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE LAWS OR, IN THE
     OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF
     THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION
     DOES NOT VIOLATE THE PROVISIONS THEREOF.

     Upon request of a holder of the shares of Common Stock, the Company
shall remove the legend set forth above from the certificates evidencing such
shares, or issue to such holder new certificates therefor free of such
legend, (i) if with such request the Company shall have received an opinion
of counsel selected by the holder and reasonably satisfactory to the Company,
in form and substance reasonably satisfactory to the Company, to the effect
that such shares are not required by the Securities Act to continue to bear
the legend, or (ii) if such shares may be sold pursuant to the provisions of
paragraph (k) of Rule 144 (or any similar sale) as then in effect.

     (f)  TRANSFER INSTRUCTIONS.  It agrees that the Company may provide for
appropriate transfer instructions to implement the provisions of Section 1.9
(e) hereof.

     (g)  ECONOMIC RISK.  It understands that it must bear the economic risk
of the investment represented by the acquisition of the shares of Common
Stock for an indefinite period.

     1.10 TRANSFER OF REGISTRATION RIGHTS.  The registration rights granted
to the Optionees under this Section 1 may not be transferred.

     2.   NOTICES.  All notices, requests, consents and other communications
herein (except as stated in the last sentence of this Section 2) shall be in
writing and shall be deemed to be delivered (i) on the date delivered, if
personally delivered or transmitted via facsimile with return confirmation of
such transmission; (ii) on the business day after the date sent, if sent by
recognized overnight courier service and (iii) on the fifth day after the
date sent, if mailed by first-class certified mail, postage prepaid and
return receipt requested, as follows:

          (a)  If to the Company:

               2150 Whitfield Industrial Way
               Sarasota, Florida 34243
               Attention:
               Facsimile:

          (b)  If to the Optionees:

          To those addresses set forth on Schedule 1 hereto.

     3.   MISCELLANEOUS.  

          (a)  Neither this Registration Rights Agreement nor any provision
hereof may be changed, waived, discharged or terminated orally, by course of
conduct, or in writing, except that any provision of this Registration Rights
Agreement may be amended and the observance of any such provision may be
waived (either generally or in a particular instance and either retroactively
or prospectively) with (but only with) the written consent of the Optionees
and the Company.

          (b)  This Registration Rights Agreement, together with the schedule
attached hereto and the other documents referred to herein, contains the
entire agreement between the parties with respect to the transactions
contemplated hereby, and supersedes all negotiations, agreements,
representations, warranties, commitments, whether in writing or oral, prior
to the date hereof.

          (c)  Except as otherwise expressly provided in this Registration
Rights Agreement, all of the terms of this Registration Rights Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective successors and permitted transferees of the parties hereto.

          (d)  This Registration Rights Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original, and all such counterparts together shall constitute one
instrument.

          (e)  This Registration Rights Agreement shall be governed by the
internal laws of the state of Delaware, without regard to principles of
conflicts of law.  In the event any provision of this Registration Rights
Agreement or the application of any such provision to any party shall be held
by a court of competent jurisdiction to be contrary to law, the remaining
provisions of this agreement shall remain in full force and effect.

          (f)  If either of the Company or any one or more of the Optionees
shall default in any of its obligations under this Registration Rights
Agreement, the Company or the Optionees, as the case may be, may proceed to
protect and enforce their respective rights by suit in equity or action at
law, whether for specific performance of any term contained herein or for an
injunction against the breach of any term of this Registration Rights
Agreement, or to enforce any other legal or equitable right of the Optionees
or to take any one or more of such actions.  In any such action or suit, the
prevailing party in such dispute shall be entitled to recover from the losing
party all fees, costs and expenses of enforcing any right of such prevailing
party under or with respect to this Registration Rights Agreement, including
without limitation such reasonable fees and expenses of attorneys, which
shall include without limitation all fees, costs and expenses of appeals.

          (g)  No remedy referred to herein is intended to be exclusive, but
each shall be cumulative and in addition to any other remedy referred to
above or otherwise available to the Company or the Optionees, as the case may
be, at law or in equity.  No express or implied waiver by the Company or the
Optionees of any default shall be a waiver of any future or subsequent
default.  The failure or delay of the Company or the Optionees in exercising
any rights granted them hereunder shall not constitute a waiver of any such
right and any single or partial exercise of any particular right by the
Company or the Optionees shall not exhaust the same or constitute a waiver of
any other right provided herein.

          (h)  The descriptive headings of the Sections hereof and the
Schedule hereto are inserted for convenience only and do not constitute a
part of this Registration Rights Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement by their duly authorized officers as of the date first above
written.

                              TELTRONICS, INC. 

                              By:                                             
                              Name:
                              Title:

<PAGE>

SEVIN ROSEN FUND II, L.P.

By:
Name:
Title:
Address:


SEVIN ROSEN FUND III, L.P.

By:
Name:
Title:
Address:


KLEINER PERKINS CAUFIELD & BYERS III

By:
Name:
Title:
Address:


KLEINER PERKINS CAUFIELD & BYERS IV

By:
Name:
Title:
Address:


GIBRALTAR TRUST

By:
Name:
Title:
Address:


JON W. BAYLESS, IRA

By:
Name:
Title:
Address:


SAM K. SMITH

By:
Name:
Title:
Address:


MICAS TRVST LTD.

By:
Name:
Title:
Address:


FREDERIC A. RUBINSTEIN

By:
Name:
Title:
Address:


RICHARD LONG

By:
Name:
Title:
Address:


399 VENTURE PARTNERS, INC.

By:
Name:
Title:
Address:


J.F. SHEA CO. INC., as Nominee

By:
Name:
Title:
Address:


NBR-SRX, LTD.

By:
Name:
Title:
Address:


CHARLES H. PHIPPS

By:
Name:
Title:
Address:


EDWIN A. ALLBRITTON, S/D IRA

By:
Name:
Title:
Address:


JON W. BAYLESS

By:
Name:
Title:
Address:


W. SUE BAYLESS

By:
Name:
Title:
Address:


HUDSON TRUST

By:
Name:
Title:
Address:


INTERWEST PARTNERS V

By:
Name:
Title:
Address:


INTERWEST INVESTORS V

By:
Name:
Title:
Address:


<PAGE> 
 
                                  SCHEDULE 1


                                   OPTIONEES

                               [with addresses]


                               [to be supplied]