Exhibit 10.3

PROMISSORY NOTE

|$250,000 | October 12, 2005
|-------- | ----------------

FOR
VALUE RECEIVED,  the undersigned  Teltronics,  Inc., a Delaware  corporation  with
offices at 2150 Whitfield  Industrial  Way,  Sarasota,  Florida 34243  ("Maker"),  hereby
promises to pay to the order of Dove Ventures,  Ltd., a Delaware  corporation  with
offices at 2150 Whitfield  Industrial Way,  Sarasota,  Florida 34243 (together  with its
 successors  and  assigns,  the  "Holder"),  the sum of TWO HUNDRED  FIFTY  THOUSAND AND
NO/100 DOLLARS  ($250,000.00)  together with interest on the unpaid  balance  hereof,
 commencing  November 1, 2005, at an annual  rate equal to fifteen  percent  (15%),  by
payment of a single  installment  of  principal,  together  with accrued interest on the
unpaid principal balance of this Promissory Note, due and payable on December 1, 2008.

In
no event shall there be payable as  interest,  late payment  charge or other charge
 hereunder any amount that would result in interest  being payable on the  outstanding
 principal  balance at a rate in excess of the maximum rate  permitted by  applicable
 law.  Solely to the extent  necessary to result in such interest not being payable at a
rate in excess of such maximum  rate,  any amount that would be treated as part of such
interest under a final judicial  interpretation  of applicable law shall be deemed to
have been a prepayment of principal by Maker or such  interest  rate shall be reduced to
such maximum  rate, it being the intention of Holder and of Maker that such interest not
be payable at a rate in excess of such maximum rate.

All
payments made hereunder  shall be made in lawful  currency of the United States of
America at such places as Holder may designate in writing.

This
 Promissory  Note shall be governed by and  construed  and enforced in  accordance  with
the laws of the State of Florida without regard to principles of conflicts of laws.

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Maker
for itself and for any guarantors,  sureties,  endorsers and/or any other person or
persons now or hereafter liable hereon, if any, hereby waives demand of payment,
 presentment for payment,  protest, notice of nonpayment or dishonor and any and all
other notices and demands  whatsoever,  and any and all delays or lack of diligence in
the collection  hereof,  and expressly  consents and agrees to any and all extensions or
postponements of the time of  payment  hereof  from time to time at or after  maturity
 and any other  indulgence  and waives all notice thereof.

No
delay or failure by Holder in  exercising  any right,  power,  privilege  or remedy
 hereunder shall affect such right,  power,  privilege or remedy or be deemed to be a
waiver of the same or any part  thereof; nor shall any single or partial exercise
 thereof or any failure to exercise the same in any instance  preclude any further or
future  exercise  thereof,  or the exercise of any other  right,  power,  privilege  or
remedy,  and the rights, powers, privileges and remedies provided for hereunder are
cumulative and not exclusive.

No
act of  commission  or  omission  of any kind or at any time  upon the part of  Holder
 or its successors  and  assigns,  in  respect  of any  matter  whatsoever  shall in any
way impair the rights of Holder to enforce  any right,  power or benefit  under this
 Promissory  Note and no  set-off,  counterclaim,  reduction,  or diminution  of any
 obligation,  or any  defense  of any kind or nature  (other  than  performance  by Maker
of its obligations  hereunder),  which Maker or any guarantor of Maker has or may have
against Holder,  shall be available hereunder to Maker for any purpose whatsoever.

Maker
and each person liable hereon agrees to pay all reasonable  costs of collection,
 including attorney's fees, costs,  expenses and  disbursements,  paid or incurred by
Holder in enforcing this Promissory Note on default or the rights and remedies herein
provided,

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including
without  limitation those attorney's fees, costs, expenses and disbursements relating to
negotiations, trial, discovery and appellate proceedings.

If
(i) there should be a nonpayment of interest or principal  when due  hereunder,  or (ii)
Maker or any other person liable hereon should make an assignment  for the benefit of
creditors,  or (iii)  attachment or garnishment  proceedings  are  commenced  against
 Maker or any other  person  liable  hereon,  or (iv) a receiver, trustee or liquidator
is appointed  over or execution  levied upon any property of Maker,  or (v)  proceedings
 are instituted by or against Maker or any other person liable hereon under any
bankruptcy,  insolvency,  reorganization or other law relating to the relief of debtors,
 whether  pursuant to the laws of the United  States or New York or any other
 jurisdiction  whatsoever,  or (vi) Maker  liquidates or  dissolves,  or (vii) Maker
fails to perform any obligation  owed to holder,  whether or not  hereunder,  then,  and
in each such event,  Holder may, at its option, without notice or demand,  declare the
remaining unpaid  principal  balance of this Promissory Note and all accrued interest
thereon immediately due and payable in full.

Maker
 reserves  the  right to prepay  any  portion  of this  Promissory  Note at any time
 after November 15, 2006 without premium or penalty of any kind.

Holder
 has the  right,  at its  option,  to  convert  this  Promissory  Note  into  fully
 paid, non-assessable  shares of Maker's common stock,  $.001 par value and/or shares of
any existing or future  preferred stock  ("Shares").  Maker shall at all times reserve
and keep available out of its  authorized but unissued  shares of common and/or
 preferred  stock,  solely for the purpose of effecting the  conversion of this
 Promissory  Note, such number of its shares as shall from time to time be  sufficient
 to effect the  conversion  of this  Promissory Note; and if at any time the number of
authorized but unissued  shares of common and/or  preferred  stock shall not be
sufficient to

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effect
the  conversion of the entire  outstanding  principal  amount of this  Promissory  Note,
in addition to such other remedies as shall be available to Holder,  Maker shall take
such corporate  action as may be necessary  to  increase  its  authorized  but  unissued
 shares  of common  and/or  preferred  stock,  in an amount sufficient to effect the
conversion of the entire outstanding principal amount of this Promissory Note.

The
 conversion  price for  conversion  into  shares of the  common  stock of Maker  shall be
one dollar ($1.00) per share.  The conversion  price for conversion  into shares of the
preferred  stock of Maker shall be mutually  agreed to by Holder and Maker taking into
account the market price for any  transactions  in shares of preferred stock of Maker but
in no event greater than the lowest  conversion  price available to any other existing or
future holder of securities of the Maker.

In
order to convert this  Promissory  Note,  Holder shall send a notice of conversion to
Maker at its principal  office.  The Notice of Conversion  shall  specify the  principal
 amount to be converted,  and state therein  the name or  names in which  the
 certificate  or  certificates  for the  Shares  are to be  issued.  Such conversion
 shall be deemed to have been made on the date that the Notice of  Conversion is sent by
Holder to Maker ("Conversion  Date").  Holder  shall  surrender  the  Promissory  Note to
Maker at the  principal  office  of Maker together  with the  Conversion  Notice.  The
person or persons  entitled to receive the Shares  issuable  upon such conversion shall
be treated for all purposes as the record holder or holders of any such Shares
 immediately  prior to the close of business on the Conversion Date.

As
promptly as practicable  after any conversion of this  Promissory  Note (but in no event
later than three (3)  business  days  thereafter),  Maker,  at its  expense,  will issue
and  deliver by express  courier service  for  delivery  to  Holder  certificate  or
 certificates  for the  number

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of
 Shares  issuable  upon such conversion.  In the event that the Shares  issuable  upon
 conversion  of this  Promissory  Note are not  delivered within six (6) calendar days of
the Conversion  Date,  Maker shall pay to Holder,  by wire transfer,  as liquidated
damages  for such  failure and not as a penalty,  $500 per  calendar  day for each of the
first five (5) days,  and $1,000 per calendar  day  thereafter  that the Shares are not
 delivered,  which  liquidated  damages  shall accrue commencing on the seventh (7th)
calendar day after the  Conversion  Date.  Any and all payments  required  pursuant to
this  paragraph  shall be payable  only in cash.  Maker  understands  that a delay in the
issuance of the Shares could result in economic loss to Holder.  Nothing  contained in
this  Promissory  Note shall limit Holder's  rights to pursue damages for Maker's
 failure to issue and deliver  Shares to Holder in accordance  with the terms of this
Promissory Note.

IN
WITNESS  WHEREOF,  the  undersigned  has executed and delivered this Promissory Note as
of the date first above written.

| |  | TELTRONICS, INC.By: /S/ EWEN CAMERON
Ewen Cameron, President & CEO
| |  | --------------------------------------------------------------------------------

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