THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAW AND MAY 
NOT BE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT 
UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, OR (ii) 
IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY REGISTRATION 
UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT 
REQUIRED IN CONNECTION WITH SUCH TRANSFER.
                                    
                            Teltronics, Inc.
                                    
                          Amended and Restated
        12% Subordinated Secured Debenture Due February 13, 2002

No. R-1                                                      March 29, 1999
$1,750,000

          
     For value received, Teltronics, Inc., a Delaware corporation (the 
"Company"), hereby promises to pay to Sirrom Capital Corporation at Tandem 
Capital, Inc., 500 Church Street, Suite 200, Nashville, Tennessee 37219, or 
registered assigns, as follows:  on the thirtieth day of April, 2000, the 
principal amount of Five Hundred Thousand Dollars ($500,000) and on the 
thirteenth day of February, 2002, the principal amount of One Million Two 
Hundred Fifty Thousand Dollars ($1,250,000).  The Company also hereby 
promises to pay interest (computed on the basis of a 360-day year of twelve 
30-day months) on the principal amount from time to time remaining unpaid 
hereon at the rate of 12% per annum from the date hereof until maturity, 
payable quarterly on the fifteenth day of each February, May, August,
and November in each year, commencing May 15, 1999, and at maturity.  
The Company agrees to pay interest (computed on the same basis) on overdue 
principal and premium, if any, and (to the extent legally enforceable) on any
overdue installment of interest, at the stated rate plus 3% per annum (or, in 
each case, at the highest rate permitted by applicable law, whichever is 
less) until paid.   

     Both the principal hereof and interest hereon are payable to the order of 
the holder hereof at its address registered on the books of the Company or 
by federal funds wire transfer to a bank account designated in writing by the 
holder to the Company in coin or currency of the United States of America 
which at the time of payment shall be legal tender for the payment of public 
and private debts.  If any amount of principal, premium, if any, or interest on 
or in respect of this Debenture becomes due and payable on any date which 
is not a Business Day, such amount shall be payable on the next preceding 
Business Day.  "Business Day" means any day other than a Saturday, Sunday, 
statutory holiday or other day on which banks in Tennessee are required by 
law to close or are customarily closed.

     This Debenture is one of the 12% Subordinated Secured Debentures due 
February 13, 2002 of the Company in the aggregate principal amount of 
$1,750,000, issued under and pursuant to the terms and provisions of the 
Debenture Purchase Agreement, dated February 25, 1998 (the "Debenture 
Agreement"), entered into by the Company with the original purchaser 
referred to therein, and this Debenture and the holder hereof are entitled, 
equally and ratably with the holders of all other Debentures outstanding 
under the Debenture Agreement, to all the benefits provided for thereby or
referred to therein, and to which Debenture Agreement reference is hereby 
made for all such terms and provisions.

     This Debenture is subordinated to certain other indebtedness of the 
Company to the extent and with the effect set forth in the Debenture 
Agreement.

     This Debenture may be redeemed, repaid or repurchased by the Company, at 
the option of the Company, in whole at any time or in part from time to 
time, without additional charge or penalty; provided that in the case of any
redemption, repayment or repurchase in part of this Debenture, it shall be 
effected pro rata among all the holders of any part hereof.

     The indebtedness and other obligations evidenced by this Debenture are 
further evidenced and/or secured by (i) the Debenture Agreement and (ii) 
certain other instruments and documents as may be required to protect and 
preserve the rights of the Company and the holder hereof as more specifically 
described in the Debenture Agreement.

     If an Event of Default, as defined in the Debenture Agreement, occurs and 
is continuing, the principal of this Debenture and the other Debentures 
outstanding under the Debenture Agreement may be declared due and payable in
the manner and with the effect provided in the Debenture Agreement.

     This Debenture is registered on the books of the Company and is 
transferable only by surrender thereof at the principal office of the 
Company at 2150 Whitfield Industrial Way, Sarasota, Florida  34243-4046, or 
such other address as the Company shall have advised the holders of the 
Debenture in writing, duly endorsed or accompanied by a written
instrument of transfer duly executed by the registered holder of this 
Debenture or its attorney duly authorized in writing and in accordance with 
the provisions of Section 7.2 of the Debenture Agreement.  Payment of or on 
account of principal, premium, if any, and interest on this Debenture shall 
be made only to or upon the order in writing of the registered holder.

     If the indebtedness represented by this Debenture or any part thereof is 
placed in the hands of attorneys for collection after an Event of Default, or 
the enforcement of any rights under the Debenture Agreement, the Company
agrees to pay the principal, premium if any, and interest due and payable 
hereon, and an amount equal to all costs of collecting this Debenture, 
including reasonable attorneys' fees and expenses.   

     This Debenture and said Debenture Agreement are governed by and construed 
in accordance with the laws of Tennessee.



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                      [SIGNATURE PAGE TO DEBENTURE]



[Corporate Seal]                      Teltronics, Inc.

ATTEST:

By:    William L. Hutchison           By:    Mark E. Scott
Name:  William L. Hutchison           Name:  Mark E. Scott
Its:   Exec. VP                       Its:   VP Finance