Exhibit 10.3

                        FOUNDER'S EQUALIZATION AGREEMENT



     THIS AGREEMENT is made this, the 1st day of February, 2000, among the
undersigned, (the "Founder" or collectively "Founders") all of whom are original
owners of shares of voting stock in Intelliworxx, Inc., a Florida C corporation,
(the "Company").

                                   WITNESSETH

     WHEREAS, a complaint (the "Complaint") has been filed in federal court by
Teltronics, Inc. and its subsidiary, ISI, Inc., (the "Plaintiffs") against the
Company, Wavelogic, Inc., Founder Kevin B. Rogers ("Rogers"), and Founder
Michael P. Jonas ("Jonas"); and,

     WHEREAS, to eliminate the potential for a material judgement against the
Company in this matter, Rogers and Jonas have agreed to certain conditions as
specified in Attachment A, (the "Conditions"); and,

     WHEREAS, the Conditions specify circumstances whereby shares in the Company
owned by Rogers and Jonas must be delivered to the Plaintiffs; and,

     WHEREAS, should Rogers and Jonas be required to deliver shares they own in
the Company to the Plaintiffs, the other Founders desire to transfer shares in
the Company owned by themselves to Rogers and Jonas in a manner such that an
equitable distribution is maintained.

                                 NOW, THEREFORE

For good and valuable consideration the parties, intending to be legally bound,
agree as follows:

     1.   Term. The term of this agreement shall extend to the conclusion (out
          of court settlement or satisfaction of judgement) of the Complaint.

     2.   Notification of the Conclusion of the Complaint. Rogers and Jonas
          shall deliver to the other Founders copies of either a court stamped
          satisfaction of judgement or a notarized acceptance of settlement (the
          "Final Documents"). In addition, Rogers and Jonas shall include a
          calculation of the number of shares, if any delivered by themselves to
          the Plaintiffs ("Foregone Shares").

     3.   Calculation of the Number of Shares to be Transferred by the Other
          Founders to Rogers and Jonas. Attachment B hereto indicates the
          original number of shares owned by each Founder (the "Original
          Holding(s)"), the total number of shares held by the Founders (the
          "Original Total") and the percentage of the Original Total held by
          each Founder (the "Original Percentage(s)". Following notification of
          Foregone Shares per 2 above, a new distribution shall be calculated as
          follows. The number of Foregone Shares shall be subtracted from the
          Original Total to give a new total (the "New Total"). The Original
          Percentage for each Founder shall then be multiplied by the New Total
          to give a new amount of holdings for each Founder (the "New
          Holding(s)"). The New Holding will then be achieved by the transfer of
          certificates amongst the Founders.

<PAGE>


                                                                    Exhibit 10.3


     4.   Successors and Assigns. This Agreement shall be binding on and inure
          to the benefit of any executor, administrator, or personal
          representative as well as the heirs and assigns of each of the
          Founders.

     5.   Governing Law. This Agreement is executed and is to be performed in
          Florida and shall be governed by and construed in accordance with the
          laws of the State of Florida.

     6.   Termination of Agreement. This Agreement shall terminate, and the
          certificate representing the shares shall be released from the terms
          hereof, upon (a) the fulfillment of the requirements of this Agreement
          or (b) the absence of Foregone Shares upon the conclusion of the
          Complaint.

     7.   Entire Agreement. This Agreement is the entire agreement among the
          parties with respect to the subject matter hereof. No amendment shall
          be effective unless in writing and executed by all of the parties with
          the same degree of formality as required herein.



                  [Remainder of page intentionally left blank]

                                       2

<PAGE>


                                                                    Exhibit 10.3

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
first above written.



WITNESS                                     FOUNDER



                                            By:  /s/  William E. Belew
-----------------------------                  -------------------------------
                                                      William E. Belew



                                            FOUNDER



                                            By:  /s/  Christopher J. Floyd
-----------------------------                  -------------------------------
                                                      Christopher J. Floyd



                                            FOUNDER



                                            By:  /s/  Michael P. Jonas
-----------------------------                  -------------------------------
                                                      Michael P. Jonas



                                            FOUNDER



                                            By:  /s/  Donald H. Pound
-----------------------------                  -------------------------------
                                                      Donald H. Pound, Jr.



                                            FOUNDER



                                            By:  /s/  Vincent D. Reynolds
-----------------------------                  -------------------------------
                                                      Vincent D. Reynolds


                                       3

<PAGE>



                                                                    Exhibit 10.3


                                            FOUNDER



                                            By:  /s/  James L. Roach
-----------------------------                  -------------------------------
                                                      James L. Roach



                                            FOUNDER



                                            By:  /s/  Kevin B. Rogers
-----------------------------                  -------------------------------
                                                      Kevin B. Rogers



                                            FOUNDER



                                            By:  /s/  Ian N. Whitehead
-----------------------------                  -------------------------------
                                                      Ian N. Whitehead


                                       4

<PAGE>


                                                                    Exhibit 10.3

                                  Attachment A
                                   Conditions


     WHEREAS, a complaint (the "Complaint") has been filed in federal court by
Teltronics, Inc. and its subsidiary, ISI, Inc., (the "Plaintiffs") against the
Company, Wavelogic, Inc., Founder Kevin B. Rogers ("Rogers"), and Founder
Michael P. Jonas ("Jonas"); and,

     WHEREAS, to eliminate the potential for a material judgement against the
Company in this matter, Rogers, Jonas and the Company have agreed to certain
conditions as specified below.

                                 NOW, THEREFORE

For good and valuable consideration the parties, intending to be legally bound,
agree as follows:

     1.   Term. The term of this agreement shall extend to the conclusion (out
          of court settlement or satisfaction of judgement) of the Complaint.

     2.   Indemnification of the Company by Rogers and Jonas. Rogers and Jonas
          hereby agree and the Company hereby accepts the following Conditions.
          Should a judgement or settlement of the Complaint result in the
          necessity a number of shares of the Company to be delivered to the
          Plaintiffs (the "Total Settlement Shares"), the maximum number of
          shares the Company shall be required to issue to the Plaintiffs (the
          "Company Settlement Shares") is 10,000. Should the Total Settlement
          Shares be greater than 10,000 then Rogers and Jonas hereby agree to
          transfer, from their own individual holdings, that quantity of shares
          such that said transfer of shares plus the Company Settlement Shares
          equals the Total Settlement Shares.

     3.   Successors and Assigns. This Agreement shall be binding on and inure
          to the benefit of any executor, administrator, or personal
          representative as well as the heirs and assigns of each of the
          Founders.

     4.   Governing Law. This Agreement is executed and is to be performed in
          Florida and shall be governed by and construed in accordance with the
          laws of the State of Florida.

     5.   Termination of Agreement. This Agreement shall terminate, and the
          certificate representing the shares shall be released from the terms
          hereof, upon (a) the fulfillment of the requirements of this Agreement
          or (b) the absence of Foregone Shares upon the conclusion of the
          Complaint.

     6.   Entire Agreement. This Agreement is the entire agreement among the
          parties with respect to the subject matter hereof. No amendment shall
          be effective unless in writing and executed by all of the parties with
          the same degree of formality as required herein.


                  [Remainder of page intentionally left blank]








                                       5
<PAGE>


                                                                    Exhibit 10.3


     IN WITNESS WHEREOF, the parties have executed this Agreement known as
Attachment A "Conditions" as of the day first above written.





WITNESS                                     Rogers



                                            By:  /s/  Kevin B. Rogers
-----------------------------                  -------------------------------
                                                      Kevin B. Rogers



                                            Jonas



                                            By:  /s/  Michael P. Jonas
-----------------------------                  -------------------------------
                                                      Michael P. Jonas



                                            Intelliworxx, Inc.



                                            By:  /s/  Christopher J. Floyd
-----------------------------                  -------------------------------
                                                      Christopher J. Floyd
                                                      Vice President Finance &
                                                      Treasurer


                                       6

<PAGE>


                                                                    Exhibit 10.3

                                  Attachment B
                           Beneficial Ownership Table


-------------------------- ------------------------- --------------------------
    Name                      Original Holdings          Original Percentages
-------------------------- ------------------------- --------------------------
William E. Belew                    375,000                     3.125
-------------------------- ------------------------- --------------------------
Christopher J. Floyd              1,875,000                    15.625
-------------------------- ------------------------- --------------------------
Michael P. Jonas                  1,875,000                    15.625
-------------------------- ------------------------- --------------------------
Donald H. Pound, Jr.              1,875,000                    15.625
-------------------------- ------------------------- --------------------------
Vincent D. Reynolds               1,875,000                    15.625
-------------------------- ------------------------- --------------------------
James L. Roach                      375,000                     3.125
-------------------------- ------------------------- --------------------------
Kevin B. Rogers                   1,875,000                    15.625
-------------------------- ------------------------- --------------------------
Ian N. Whitehead                  1,875,000                    15.625
-------------------------- ------------------------- --------------------------
            Original Total       12,000,000                   100.000
-------------------------- ------------------------- --------------------------

                                       7

<PAGE>


                                                                    Exhibit 10.3


                                                   May 22, 2000




Intelliworxx, Inc.
1819 Main Street, Suite 1101
Sarasota, FL  34236

Re: Finders' Equalization Agreement dated February 1, 2000 (the "Agreement")

Gentlemen:

     We refer to the above agreement, pursuant to which certain shares of the
Common Stock of Intelliworxx, Inc. (the "Company") would have been transferred
between the undersigned shareholders and the Company to mitigate the averse
effect of a possible settlement or judgment in a case filed in federal court by
Teltronics, Inc. against the Company, Kevin Rogers and Michael P. Jonas (the
"Case"). At present, the federal court has rendered a judgment adverse to the
Company in the amount of $12,000,000 and the Case has not been settled in the
manner anticipated in the Agreement.

     Accordingly, the undersigned agree to take the following actions to carry
out the purposes of the Agreement:

     1. Each of the undersigned agrees to deposit the number of Company shares
set forth beside their names on Exhibit A hereto with the Company's Secretary,
together with duly executed and guaranteed stock powers in blank sufficient to
transfer the shares.

     2. The Company's Secretary is hereby authorized to effect the transfer of
the shares deposited either to a trust created to settle or satisfy the judgment
in this Case, transfer the shares to the Company's treasury or cancel the
shares, each as directed by the Audit Committee of the Company's Board of
Directors.

     3. In the event the number of shares required to be sold to raise proceeds
to pay, or delivered in satisfaction of any judgment or settlement in the Case
is more or less than the number of shares so deposited by the undersigned, the
undersigned shall deposit additional shares or the Company or trust shall return
shares to the undersigned, as the case may be, pro rata in accordance with the
percentage set forth on Exhibit A hereto.

     4. Each party agrees to take such further action as is necessary to carry
out the purposes of this letter.

     5. This letter may be signed in counterparts, each of which taken together
shall be deemed one original document.

                            [SIGNATURE PAGE FOLLOWS]

                                       8

<PAGE>


                                                                    Exhibit 10.3


                                            By:  /s/  William E. Belew
                                               -------------------------------
                                                      William E. Belew


                                            By:  /s/  Christopher J. Floyd
                                               -------------------------------
                                                      Christopher J. Floyd


                                            By:  /s/  Michael P. Jonas
                                               -------------------------------
                                                      Michael P. Jonas


                                            By:  /s/  Donald H. Pound, Jr.
                                               -------------------------------
                                                      Donald H. Pound, Jr.


                                            By:  /s/  Vincent D. Reynolds
                                               -------------------------------
                                                      Vincent D. Reynolds


                                            By:  /s/  James L. Roach
                                               -------------------------------
                                                      James L. Roach


                                            By:  /s/  Kevin B. Rogers
                                               -------------------------------
                                                      Kevin B. Rogers


                                            By:  /s/  Ian N. Whitehead
                                               -------------------------------
                                                      Ian N. Whitehead


                                            Intelliworxx, Inc.



                                            By:  /s/  Christopher J. Floyd
                                               -------------------------------
                                                      Christopher J. Floyd
                                                      Vice President Finance &
                                                      Treasurer



                                            By:  /s/  Donald R. Mastropietro
                                               --------------------------
                                                      Donald R. Mastropietro,
                                                      Corporate Secretary

                                       9

<PAGE>


                                                                    Exhibit 10.3

                                    Exhibit A
                           Beneficial Ownership Table


--------------------------- --------------  -------------------- ------------
        Name                    Original         Original          Shares
                                Holdings       Percentages        Deposited
--------------------------- --------------  -------------------- ------------
William E. Belew                 375,000           3.125            17,857
--------------------------- --------------- -------------------- ------------
Christopher J. Floyd           1,875,000          15.625            89,286
--------------------------- --------------- -------------------- ------------
Michael P. Jonas               1,875,000          15.625            89,286
--------------------------- --------------- -------------------- ------------
Donald H. Pound, Jr.           1,875,000          15.625            89,286
--------------------------- --------------- -------------------- ------------
Vincent D. Reynolds            1,875,000          15.625            89,286
--------------------------- --------------- -------------------- ------------
James L. Roach                   375,000           3.125            17,857
--------------------------- --------------- -------------------- ------------
Kevin B. Rogers                1,875,000          15.625            89,286
--------------------------- --------------- -------------------- ------------
Ian N. Whitehead               1,875,000          15.625            89,286
--------------------------- --------------- -------------------- ------------
             Total            12,000,000         100.000           571,430
--------------------------- --------------- -------------------- ------------


                                       10