Exhibit 10.9

                              SETTLEMENT AGREEMENT


     This SETTLEMENT AGREEMENT (this "Agreement") is dated this 26th day of
October, 2000 and is executed among Teltronics, Inc., a Delaware corporation
("Teltronics") and Interactive Solutions, Inc., ("Plaintiffs") and Kevin B.
Rogers, Michael P. Jonas, Intelliworxx, Inc., a Florida corporation
("Intelliworxx") and Wavelogic, Inc. ("Defendants"), collectively referred to
herein as the "Parties."

     1.   Plaintiffs have sued Defendants for damages as alleged in their
          complaint in a lawsuit filed in the United States District Court,
          Middle District of Florida, Tampa Division, Case No. 98-CIV-1392-T-23B
          (the "Lawsuit").

     2.   Defendants have been awarded a verdict against Plaintiffs in the
          Lawsuit, including a damage award which the Court has ruled excessive.
          The Court has encouraged the Parties to negotiate a settlement with
          regard to the amount of damages.

     3.   The Court has ordered a new trial on the issue of damages only.

     4.   After lengthy negotiations, the Parties have agreed to settle and
          release all claims by each and all of them against the others arising
          out of the actions of the Parties alleged in the Lawsuit to avoid the
          risk, expense and inconvenience of further litigation in accordance
          with the terms and conditions set forth below.

     NOW, THEREFORE, for good and valuable consideration, the Parties, intending
to be legally bound, agree as follows:

     1.   Settlement of Action. The Lawsuit shall be and the same hereby is
          settled under and subject to the terms and conditions set forth
          herein. The Defendants hereby agree not to appeal or move to set aside
          the verdict in the Lawsuit on the issue of liability, only.

     2.   Settlement Amount.

          2.1 Settlement Amount. Subject to the terms and conditions herein
     stated, the Lawsuit shall be settled on the Closing Date, as described in
     Section 2.5 of this Agreement, by Intelliworxx delivering to Teltronics
     settlement consideration of $5,250,0000 (the "Settlement Amount") in the
     form of cash and shares of Intelliworxx voting common stock registered
     pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
     amended ("Intelliworxx Stock") subject to the restrictions and adjustments
     set forth herein.

          2.2 Payment of the Settlement Amount.

               (a) In full consideration of Plaintiff's settlement and release
          of the Defendants, as described in Section 6 below, Defendants shall
          deliver to Teltronics on the Closing Date $700,000 in immediately

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          available funds and Intelliworxx shall issue 570,000 shares of
          Intelliworxx Stock to Teltronics, which shall be subject to adjustment
          as described below (as adjusted, the "Intelliworxx Shares").

               (b) Certificates representing the Intelliworxx Shares, together
          with stock powers duly endorsed in blank by Teltronics shall be held
          in escrow by Sommer & Schneider LLP, pursuant to an escrow agreement
          in the form annexed hereto as Exhibit A (the "Escrow Agreement"). The
          Escrow Agreement shall provide that:

                    (i)  on the first anniversary of the execution of this
                         Agreement, Intelliworxx Shares having a "Market Value"
                         (as determined below) of $2,275,000 will be released
                         from escrow for sale by Teltronics;

                    (ii) on the second anniversary of the execution of this
                         Agreement, additional Intelliworxx Shares having a
                         Market Value equal to $2,275,000 will be released from
                         escrow for sale by Teltronics.

                    (iii) In the event and at such time as Teltronics realizes
                         gross proceeds of $4,550,000 from the sale of the
                         Intelliworxx Shares, or Intelliworxx exercises the
                         repurchase option set forth in Section 2.6 of this
                         Agreement, unsold Intelliworxx Shares will be returned
                         to Intelliworxx for cancellation.

          2.3 Issuance of Additional Intelliworxx Shares. If, on either the
     first anniversary or the second anniversary of the execution of this
     Agreement, the Market Value of the Intelliworxx Shares is less than
     $2,275,000, Intelliworxx shall issue to Teltronics additional shares of
     Intelliworxx Stock so that Teltronics shall realize $2,275,000 upon the
     resale of the Escrow Shares, provided that Intelliworxx shall not be
     required to issue more than 330,000 additional shares on the first
     anniversary of the execution of this Agreement or more than 600,000
     additional shares on the second anniversary of the execution of this
     Agreement (plus any of the 330,000 shares not issued on the first
     anniversary).

          2.4 Market Value. As of any date set forth in this Section 2, "Market
     Value" shall equal the "Market Price" times the number of shares of
     Intelliworxx Stock. Market Price as of any such date shall equal the
     greater of: (X) the closing price of a share of Intelliworxx Stock one day
     prior to such date or (Y) the average closing price of shares of
     Intelliworxx Stock for the thirty (30) trading days prior to such date
     ("Valuation Formula").

          2.5 Closing. The Closing shall take place at 10:00 a.m. at the offices
     of Teltronics, (and may be by delivery of documents by overnight courier)
     not later than December 15, 2000, or at such other time and date as
     Intelliworxx and Teltronics shall agree in writing. Such time and date are
     herein referred to as the "Closing Date."

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          2.6 Option to Repurchase Shares. Teltronics hereby grants Intelliworxx
     the option, exercisable upon not less than ten days written notice, to
     purchase all Intelliworxx Shares for a price equal to $4,550,000, less the
     gross proceeds realized by Teltronics from the sale of Intelliworxx Shares.
     If Intelliworxx gives Teltronics notice of it's intention to exercise this
     option, Teltronics shall provide to Intelliworxx copies of all original
     documents relating to the number of Intelliworxx Shares sold by Teltronics
     and the prices at which such Intelliworxx Shares were sold within 5
     business days of such notice.

     3. Registration Rights. On the Closing Date, Intelliworxx and Teltronics
     shall enter into a Registration Rights Agreement, in the form annexed
     hereto as Exhibit B.

     4. Security. In order to secure the obligations of Intelliworxx and Messrs.
     Rogers and Jonas under this Agreement, the Escrow Agreement and the
     Registration Rights Agreement, on the Closing Date, Rogers and Jonas will
     execute non-recourse guarantees in the form annexed hereto as Exhibit C and
     will pledge to Teltronics or its nominee 425,000 and 100,000 shares of
     Intelliworxx Stock owned by them, respectively, free and clear of any and
     all liens, encumbrances, options, or rights of others ("Pledged Shares")
     under a Pledge Agreement substantially in the form annexed hereto as
     Exhibit D.

     5. Stipulation Discontinuing Action. On the Closing Date, and upon the
     payment of $700,000 to Teltronics by Defendants and the delivery of
     executed Escrow Agreement, Registration Rights Agreement, Non-Recourse
     Guaranties and Pledges, the Parties will execute and promptly file with the
     Court, a Stipulation dismissing the Action, with prejudice, providing that
     each Party shall bear its own attorney's fees and court costs and under
     which the Court shall, to the extent it may determine to do so, retain
     jurisdiction to enforce the terms of this Agreement.

     6. Mutual Releases. On the Closing Date, subject to the performance of
     Defendants of their obligation set forth in Section 2.2 of this Agreement,
     each Party hereto, such Party's heirs, assigns and agents, do hereby fully
     and forever, release, waive and discharge each of the Parties hereto, and
     their respective officers, directors, shareholders, agents, employees,
     successors and assigns, (hereinafter collectively referred to as the
     "Releasees") from and against each and every claim, demand, cause of
     action, obligation, damage, complaint, expense or action of any kind,
     description or nature whatsoever, known or unknown, suspected or
     unsuspected, that each Party has or may hereafter have, against the
     Releasees. This mutual release specifically excludes the rights and
     obligations of the parties under this Agreement, the escrow agreement, the
     registration rights agreement, the non-recourse guarantees and the pledges.

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     7. Representations of Plaintiffs. The Plaintiffs, individually, represent,
     warrant and agree as follows:

          7.1 Authority to Execute and Perform Agreement; No Breach. Each
     Plaintiff has the full legal right and power and all authority and approval
     required to enter into, execute and deliver this Agreement and to perform
     fully their respective obligations hereunder. This Agreement has been duly
     executed and delivered by such Plaintiff and, assuming due execution and
     delivery by, and enforceability against, Defendants, constitutes the valid
     and binding obligation of such Plaintiff enforceable in accordance with its
     terms, subject to the qualifications that enforcement of the rights and
     remedies created hereby is subject to (i) bankruptcy, insolvency,
     reorganization, moratorium and other laws of general application affecting
     the rights and remedies of creditors, and (ii) general principles of equity
     (regardless of whether such enforcement is considered in a proceeding in
     equity or at law). No approval or consent of, or filing with, any
     governmental or regulatory body, and no approval or consent of, or filing
     with, any other person is required to be obtained by such Plaintiffs or in
     connection with the execution and delivery by such Plaintiffs of this
     Agreement and consummation and performance by them of the transactions
     contemplated hereby. The execution, delivery and performance of this
     Agreement by such Plaintiffs and the consummation of the transactions
     contemplated hereby in accordance with the terms and conditions hereof by
     such Plaintiffs will not:

               (a) knowingly violate, conflict with or result in the breach of
          any of the material terms of, or constitute (or with notice or lapse
          of time or both would constitute) a material default under, any
          contract, lease, agreement or other instrument or obligation to which
          such Plaintiffs is a party or by or to which any of the properties and
          assets of such Plaintiffs may be bound or subject;

               (b) violate any order, judgment, injunction, award or decree of
          any court, arbitrator, governmental or regulatory body, by which
          either such Plaintiffs or the securities, assets, properties or
          business of such Plaintiffs is bound; or

               (c) knowingly violate any statute, law or regulation.

          7.2 Securities Acknowledgements. Teltronics hereby acknowledges that:

               (a) The Intelliworxx Shares have not been registered under the
          Securities Act of 1933, as amended (the "Securities Act"), or any
          state securities act in reliance on exemptions therefrom.

               (b) In connection with the purchase of the Intelliworxx Shares,
          that no representation has been made by representatives of
          Intelliworxx regarding its business, assets or prospects other than
          that set forth herein and as set forth in the filings made by
          Intelliworxx pursuant to Section 13 of the Securities Exchange Act of
          1934, as amended and such other representations and warranties as set
          forth in this Agreement.

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               (c) The certificate or certificates representing the Intelliworxx
          Shares will be inscribed with the following legend:

               "The securities represented by this certificate have not been
               registered under the Securities Act of 1933. The securities have
               been acquired for investment and may not be sold, transferred
               assigned in the absence of an effective registration statement
               for these securities under the Securities Act of 1933 or an
               opinion of Teltronic's counsel, in form and substance reasonably
               acceptable to Intelliworxx' counsel, that registration is not
               required under said Act."

          7.3 Securities Representations. Teltronics hereby represents, warrants
     and agrees as follows:

               (a) The Intelliworxx Shares are being acquired solely for such
          Teltronics' own account, for investment and are not being acquired
          with a view to or for the resale or distribution thereof, except as
          contemplated by the Registration Rights Agreement, Teltronics has no
          present plans to enter into any such contract, undertaking, agreement
          or arrangement and Teltronics further understands that the
          Intelliworxx Shares, may only be resold pursuant to a registration
          statement under the Securities Act, or pursuant to some other
          available exemption;

               (b) Teltronics is an "accredited investor" as that term is
          defined in Regulation D of the Securities Act and through its officers
          and directors has sufficient knowledge and experience in financial and
          business matters to be capable of evaluating the merits and the risks
          of its investment in the Intelliworxx Shares and is able to bear the
          economic risk of its investment in the Intelliworxx Shares;

     8. Representations of Defendants. Each Defendant represents, warrants and
     agrees as follows:

          8.1 Authorization. Each Defendant has full power, legal capacity and
     authority to enter into this Agreement, to execute all attendant documents
     and instruments necessary to consummate the transaction herein
     contemplated, and, as to Intelliworxx, to issue and sell the Intelliworxx
     Shares to Teltronics, and to perform all of its obligations hereunder. This
     Agreement and all other agreements, documents and instruments to be
     executed in connection herewith have been effectively authorized by all
     necessary action, corporate or otherwise, on the part of the Defendants,
     which authorizations remain in full force and effect, have been duly
     executed and delivered by the Defendants, and no other corporate
     proceedings on the part of the Defendants are required to authorize this
     Agreement and the transactions contemplated hereby, except as specifically
     set forth herein. This Agreement constitutes the legal, valid and binding
     obligation of the Defendants and is enforceable with respect to the
     Defendants in accordance with its terms, except as enforcement hereof may
     be limited by bankruptcy, insolvency, reorganization, priority or other
     laws of court decisions relating to or affecting generally the enforcements

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     of creditors' rights or affecting generally the availability of equitable
     remedies. Neither the execution and delivery of this Agreement, nor the
     consummation by the Defendants of any of the transactions contemplated
     hereby, or compliance with any of the provisions hereof, will (i) conflict
     with or result in a breach or, violation of, or default under, any of the
     terms, conditions or provisions of any note, bond, mortgage, indenture,
     license, lease, credit agreement or other agreement, document, instrument
     or obligation (including, without limitation, any of its charter documents)
     to which the Defendants is a party or by which the Defendants or any of its
     assets or properties may be bound, or (ii) violate any judgment, order,
     injunction, decree, statute, rule or properties of the Defendants. No
     authorization, consent or approval of any public body of authority or any
     third party is necessary for the consummation by the Defendants of the
     transactions contemplated by this Agreement.

          8.2 Compliance with Law and Government Regulations. The Defendants are
     in compliance with all applicable statutes, regulations, decrees, orders,
     restrictions, guidelines and standards, whether mandatory or voluntary,
     imposed by the United States of America, any state, county, municipality or
     agency of any thereof, and any foreign country or government to which the
     Defendants are subject. Without limiting the generality of the foregoing,
     the Defendants have filed all reports and statements required to be filed
     pursuant to the Securities Act of 1933 (the "1933 Act") and Securities
     Exchange Act of 1934 (the "1934 Act") including all periodic reports
     required under the Section 13 or 15 of the Exchange Act. Each of such
     reports was complete, did not contain any material misstatement of or omit
     to state any material fact.

          8.3 Reduction in Ownership. At or prior to the Closing Date, the Kevin
     B. Rogers and Michael P. Jonas collective ownership of Intelliworxx shall
     have been decreased by not less than 15%.

          8.4 Shares. The Intelliworxx Shares to be issued and delivered to
     Teltronics shall be fully paid, non-assessable and free and clear of any
     lien, claim, charge of encumbrance.

     9. No Admission. The Parties agree that the execution of this Agreement is
     not an admission by any of them of liability with respect to damages,
     except as set forth in this Agreement.

     10. Miscellaneous Provisions.

          10.1 Severability. In the event that any provision of this Agreement
     is found to be illegal or unenforceable by any court or tribunal of
     competent jurisdiction, then to the extent that such provision may be made
     enforceable by amendment to or modification thereof, the Parties agree to
     make such amendment or modification so that the same shall be made valid
     and enforceable to the fullest extent permissible under existing law and
     public policies in the jurisdiction where enforcement is sought, and in the
     event that the Parties cannot so agree, such provision shall be modified by
     such court or tribunal to conform, to the fullest extent permissible under
     applicable law, to the intent of the Parties in a valid and enforceable

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     manner, if possible and if not possible, then be stricken entirely from the
     Agreement by such court or tribunal and the remainder of this Agreement
     shall remain binding on the parties hereto.

          10.2 Amendment. No amendment or modification of the terms or
     conditions of this Agreement shall be valid unless in writing and signed by
     the party or parties to be bound thereby.

          10.3 Governing Law. This Agreement shall be interpreted, construed,
     governed and enforced according to the internal laws of the State of
     Florida without regard to conflict or choice of law principles of Florida
     or any other jurisdiction. This Agreement shall be executed in Florida and
     is intended to be performed in Florida. In the event of litigation arising
     out of this Agreement, the parties hereto consent to the personal
     jurisdiction of the State of Florida, and agree to exclusively litigate
     said actions, in the court having jurisdiction over the Lawsuit.

          10.4 No Waiver. If any party to this Agreement fails to, or elects not
     to enforce any right or remedy to which it may be entitled hereunder or by
     law, such right or remedy shall not be waived, nor shall such nonaction be
     construed to confer a waiver as to any continued or future acts, nor shall
     any other right or remedy be waived as a result thereof. No right under
     this Agreement shall be waived except as evidenced by a written document
     signed by the party waiving such right, and any such waiver shall apply
     only to the act or acts expressly waived in said document.

          10.5 Counterparts. This Agreement may be executed in any number of
     counterparts, and each such counterpart will, for all purposes, be deemed
     an original instrument, but all such counterparts together will constitute
     but one and the same Agreement.

          10.6 Binding Agreement. This Agreement shall be binding upon and shall
     inure to the benefit of the parties hereto, and upon their respective
     heirs, successors, assigns and legal representatives.

          10.7 Counsel. Each of the parties hereto represents that it, she or he
     has consulted legal counsel in connection with this Agreement, or has been
     given full opportunity to review this Agreement with counsel of his, her or
     its choice prior to execution thereof and has elected not to seek such
     counsel. The parties hereto waive all claims that they were not adequately
     represented in connection with the negotiation, drafting and execution of
     this Agreement. Each party further agrees to bear its own costs and
     expenses, including attorneys' fees, in connection with the Action and this
     Agreement. If any Party initiates any legal action arising out of or in
     connection with enforcement of this Agreement, the prevailing Party in such
     legal action shall be entitled to recover from the other Party all
     reasonable attorneys' fees, expert witness fees and expenses incurred by
     the prevailing Party in connection therewith.

          10.8 Notices. All notices and demands permitted, required or provided
     for by this Agreement shall be made in writing, and shall be deemed
     adequately delivered if delivered by hand or by mailing the same via the

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     United States Mail, prepaid certified or registered mail, return receipt
     requested, or by priority overnight courier for next business day delivery
     by a nationally recognized overnight courier service that regularly
     maintains records of its pick-ups and deliveries and has daily deliveries
     to the area to which the notice is sent, addressed to the parties at their
     respective addresses as shown below:

          Name                               Address
          ----                               -------

          To Company                         Intelliworxx, Inc.
                                             1819 Main Street, Suite 1101
                                             Sarasota, FL  34236
          Facsimile:                         (941) 365-1204

          With a Copy To:                    Sommer & Schneider LLP
                                             595 Stewart Avenue, Suite 710
                                             Garden City, NY  11530
          Facsimile:                         (516) 228-8211

          To Teltronics:                     Teltronics Inc.
                                             2150 Whitefield Industrial Way
                                             Sarasota, FL  34243
          Facsimile:                         (941) 751-7724

          With a Copy To:                    John N. Blair, Esq.
                                             Blair & Roach
                                             2645 Sheridan Drive
                                             Tonawanda, NY  14150
          Facsimile:                         (716) 834-9197

          To Interactive Solutions:          Interactive Solutions
                                             c/o Teltronics Inc.
                                             2150 Whitefield Industrial Way
                                             Sarasota, FL  34243
          Facsimile:                         (941) 751-7724

          To Kevin B. Rogers:                Kevin B. Rogers
                                             c/o Intelliworxx, Inc.
                                             1819 Main Street, Suite 1101
                                             Sarasota, FL  34236
          Facsimile:                         (941) 365-1204

          To Michael P. Jonas:               Michael P. Jonas
                                             c/o Intelliworxx, Inc.
                                             1819 Main Street, Suite 1101
                                             Sarasota, FL  34236
          Facsimile:                         (941) 365-1204

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          To Wavelogic:                      Wavelogic, Inc.
                                             c/o Intelliworxx, Inc.
                                             1819 Main Street, Suite 1101
                                             Sarasota, FL  34236
          Facsimile:                         (941) 365-1204

          Notices delivered personally shall be deemed communicated as of the
     date of actual receipt. Notices mailed as set forth above shall be deemed
     communicated as of the date three (3) business days after mailing, and
     notices sent by overnight courier shall be deemed communicated as of the
     date one (1) business day after sending.

          10.9 Entire Agreement. This Agreement and the Exhibits hereto set
     forth the entire agreement and understanding of the parties hereto in
     respect of the subject matter contained herein, and supersedes all prior
     agreements, promises, understandings, letters of intent, covenants,
     arrangements, communications, representations or warranties, whether oral
     or written, by any party hereto or by any related or unrelated third party.
     All exhibits attached hereto, and all certificates, documents and other
     instruments delivered or to be delivered pursuant to the terms hereof are
     hereby expressly made a part of this Agreement, and all references herein
     to the terms "this Agreement", "hereunder", "herein", "hereby" or "hereto"
     shall be deemed to refer to this Agreement and to all such writings.

          10.10 Successors and Assigns. As used herein the term "the Parties"
     shall include their respective successors in interest, licensees or
     assigns, except that Defendants shall not assign any of their rights or
     delegate any of their obligations under this Agreement, except Intelliworxx
     repurchase option set forth in Section 2.6 of this Agreement, without the
     prior written consent of Teltronics.

          10.11 Documents. At the conclusion of the Action, each Party shall
     return to the other all documents and papers produced by the other in
     connection with the Action.

          10.12 Execution. Each person who signs this Agreement on behalf of a
     corporate entity represents and warrants that he has full and complete
     authority to execute this Agreement on behalf of such entity. Each party
     shall bear the fees and expenses of its counsel and its own out-of-pocket
     costs in connection with the Action and this Agreement.

          10.13 Captions. The captions appearing in this Agreement are for
     convenience only, and shall have no effect on the construction or
     interpretation of this Agreement.

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          Executed by the Parties on this 27th day of October, 2000.

Intelliworxx, Inc.                          Teltronics, Inc.

By:  /s/  Oscar J. Williams                 By:  /s/  Ewen R. Cameron
   ---------------------------------           --------------------------------
Name:     Oscar J. Williams                 Name:     Ewen R. Cameron
     -------------------------------             ------------------------------
Title:    Chairman & CEO                    Title:    President & CEO
      ------------------------------             ------------------------------

Kevin B. Rogers                             Interactive Solutions, Inc.

By:  /s/  Kevin B. Rogers                   By:  /s/  Ewen R. Cameron
------------------------------------           --------------------------------
                                            Name:     Ewen R. Cameron
                                                 ------------------------------
Michael P. Jonas                            Title
                                                 ------------------------------
By:  /s/  Michael P. Jonas
------------------------------------


Wavelogic, Inc.

By:  /s/ Kevin B. Rogers
   ---------------------------------
Name:    Kevin B. Rogers
     -------------------------------
Title:   President
      ------------------------------


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