Exhibit 10.4 Registration Rights Agreement


    Exhibit
      4

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    


    This
      Registration Rights Agreement (the "Agreement")
      dated
      this 27th
      day of
      March, 2002, is by and between Teltronics, Inc., a Delaware corporation the
      "Company")
      and
      HARRIS CORPORATION, a Delaware corporation ("Harris",
      which,
      together with any subsequent assignees subject to the provisions hereof, the
      "Holder").

    


    W I T N E S S E
      T H:

    


    WHEREAS,
      on the date hereof the Company has issued the Holder shares of Series C
      Preferred Stock (the "Preferred
      Shares")
      effective the date hereof which are initially convertible into an aggregate
      of
      1,454,545 shares of the Company's common stock, par value $.001 per share (the
      "Common
      Stock"),
      subject to the terms and conditions set forth in the Company's Certificate
      of
      Designations creating the Preferred Shares (such shares of Common Stock being
      the "Conversion
      Shares");

    


    WHEREAS,
      none of the Conversion Shares have been registered under the Securities Act
      (as
      defined below) and, as a inducement to Holder, the Company has agreed to grant
      to Holder certain registration rights with respect to the Conversion Shares
      as
      set forth herein.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and undertakings contained
      herein and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto agree as follows:

    


    1.    Demand
      Registration.

    


    (a)    Demand
      Right.
      If the
      Company shall receive from Initiating Holders (as defined in Section 10) at
      any
      time or times a written request that the Company effect any registration with
      respect to Registrable Securities (the "Demand
      Request"),
      in an
      offering to be firmly underwritten by underwriter(s) selected by the Initiating
      Holders (which underwriter(s) shall be reasonably acceptable to the Company)
      the
      Company shall:

    


    (i)    promptly
      give written notice of the proposed registration to all other holders
      of  Registrable
      Securities ("Notice
      of Demand Request");
      and


    


    (ii)    as
      soon
      as practicable, use its best efforts to file a registration statement covering
      the Registrable Securities so requested to be registered and to effect such
      registration including, without limitation, filing post-effective amendments,
      appropriate qualifications under applicable blue sky or other state securities
      laws, and appropriate compliance with the Securities Act of 1933 (the
      "Securities
      Act")
      and as
      would permit or facilitate the sale and distribution of all of such Registrable
      Securities as are specified in such request, together with all or such portion
      of the Registrable Securities of any other holders of Registrable Securities
      joining in such request as are specified in a written request received by the
      Company within twenty (20) days after the date of the Notice of Demand
      Request.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Company shall only be required to effect, pursuant to this Section 1, four
      (4)
      registrations of Registrable Securities. A requested registration shall not
      count for these purposes unless (A) such registration statement has been
      declared effective and an offering closed in which at least 90% of the
      Registrable Securities requested to be included in such registration by the
      Initiating Holders shall have been sold or (B) the registration has been
      withdrawn by the Initiating Holders and the Initiating Holders have not paid
      the
      Registration Expenses pursuant to Section 4 hereof in circumstances in which
      they were required to bear such expenses.

    


    The
      registration statement filed pursuant to the request of the Initiating Holders
      may, subject to the provisions of Sections 1(b) and (7) hereof and the prior
      written consent of the Initiating Holders, include other securities of the
      Company, with respect to which registration rights have been granted, and may
      include securities of the Company being sold for the account of the Company,
      provided
      that all
      the Registrable Securities for which the Initiating Holders have requested
      registration shall be covered by such registration statement before any such
      other securities are included.

    


    (b)    Proviso.
      The
      Company shall not be obligated to effect, or to take any action to effect,
      any
      such registration pursuant to this Section 1:

    


    (i)    in
      any
      particular jurisdiction in which the Company would be required to execute a
      general consent to service of process in effecting such registration,
      qualification, or compliance, unless the Company is already subject to service
      in such jurisdiction and except as may be required by the Securities
      Act;

    


    (ii)    during
      the period starting with the date thirty (30) days prior to the Company's good
      faith estimate of the date of filing of, and ending on a date seventy-five
      (75)
      days after the effective date of, a Company-initiated registration, provided
      that the Company is actively employing in good faith all reasonable efforts
      to
      cause such registration statement to become effective; or 

     

    (iii)    if
      the
      Initiating Holders propose to dispose of shares of Registrable
      Securities which
      may
      be immediately registered on Form S-3   
pursuant to a request made under Section
      3
      hereof.


     

         (c)    Deferral
      of Registration.
      If (i)
      in the good faith judgment of the Board of Directors of the Company, the filing
      of a registration statement as soon as practicable after receipt of the request
      of the Initiating Holders would be materially detrimental to the Company because
      there exist bona
      fide financing,
      acquisition or other activities of the Company and the Board of Directors of
      the
      Company concludes, as a result, that it is essential to defer the filing of
      such
      registration statement at such time, and (ii) the Company shall furnish to
      the
      Initiating Holders a certificate signed by the President of the Company stating
      that in the good faith judgment of the Board of Directors of the Company, it
      would be materially detrimental to the Company for such registration statement
      to be filed in the near future and that it is essential to defer the filing
      of
      such registration statement, then the Company shall have the right to
      defer

    


    


    
      
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    such
      filing (except as provided in Subsection (b)(ii) above) for a period of not
      more
      than ninety (90) days after receipt of the request of the Initiating Holders,
      provided
      that the
      Company shall not defer its obligation in this manner more than once in any
      twelve-month period, and provided
      further
      that the
      Initiating Holders shall be entitled to withdraw the request for registration
      and, if such request is withdrawn, such registration shall not count as a
      permitted requested registration hereunder and the Company shall pay all
      Registration Expenses incurred in connection with such withdrawn registration
      request.

    


    (d)    Underwriting.
      The
      right of any other holders of Registrable Securities joining in a request for
      registration as provided in Section 1(a)(ii) above to registration pursuant
      to
      this Section 1 shall be conditioned upon such holder's participation in such
      underwriting and the inclusion of such holder's Registrable Securities in the
      underwriting on the same terms as those of the Initiating Holders (unless
      otherwise mutually agreed by a majority in interest of the Initiating Holders
      and such holder with respect to such participation and inclusion).

    


    (e)    Procedures.
      In any
      registration pursuant to Section 1, if the Company shall request inclusion
      of
      securities to be sold for its own account, or if other persons entitled to
      incidental registrations shall request inclusion in such registration pursuant
      to Subsection (c) above, the Initiating Holders shall, on behalf of all holders
      of Registrable Securities, offer to include such securities in the underwriting
      and may condition such offer on the acceptance by the Company or such other
      persons of the further applicable provisions of this Section 1. The Company
      shall (together with all Holders and such other persons proposing to distribute
      their securities through such underwriting) enter into an underwriting agreement
      in customary form with the representative(s) of the underwriter(s) selected
      for
      such underwriting by a majority in interest of the Initiating Holders.
      Notwithstanding any other provision of this Section, if the representative
      of
      the underwriter(s) advises the Initiating Holders of the need for an
      Underwriter's Cutback (as defined in Section 10), the number of shares to be
      included in the underwriting or registration shall be allocated as set forth
      in
      Section 8 hereof. If a person who has requested inclusion in such registration
      as provided in this Subsection (e) does not agree to the terms of any such
      underwriting, such person shall be excluded therefrom by written notice from
      the
      Company, the underwriter or the Initiating Holders, and the securities owned
      by
      such person(s) shall be withdrawn from registration (the "Withdrawn
      Securities").
      If
      there are any Withdrawn Securities and if there was an Underwriter's Cutback,
      then the Company shall offer to all holders who have retained rights to include
      securities in the registration the right to include additional securities in
      the
      registration in an aggregate amount equal to the number of Withdrawn Securities
      that would have been included in the registration after giving effect to the
      Underwriter's Cutback had such securities not been withdrawn, with such shares
      to be allocated among such Holders requesting additional inclusion in accordance
      with Section 8. 

    


    2.    Piggyback
      Registration.

    


    (a)    Notice
      and Procedures.
      If the
      Company proposes to register any of its Common Stock either for its own account
      or the account of a security holder or holders exercising their respective
      demand registration rights (other than pursuant to Sections 1 or 3 hereof),
      the
      Company will:

    


    


    
      
        
        

      

      
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    (i)    promptly
      give written notice thereof to the Holder or, if different, to each holder
      of
      Registrable Securities; and

    


    (ii)    use
      its
      best efforts to include in such registration (and any related qualification
      under blue sky laws or other compliance), except as set forth in Section 2(b)
      below, and in any underwriting involved therein, all the Registrable Securities
      specified in a written request or requests, made by any holder of Registrable
      Securities and received by the Company within fifteen (15) days after the
      written notice from the Company described in clause (i) above, which written
      request may specify the inclusion of all or a part of such holder's Registrable
      Securities.

    


    The
      provisions of this Section 2 shall not apply to any registration relating solely
      to employee benefit plans (as defined under Rule 405 of the Securities Act),
      or
      a registration relating solely to a Rule 145 transaction, or a registration
      on
      any registration form that does not permit secondary sales.

    


    (b)    Underwriting.
      If the
      registration of which the Company gives notice is for a registered public
      offering involving an underwriting, the Company shall so advise the holders
      of
      Registrable Securities as a part of the written notice given pursuant to Section
      2(a)(i). In such event, the right of any holders to registration pursuant to
      this Section shall be conditioned upon such holder's participation in such
      underwriting and the inclusion of such holder's Registrable Securities in the
      underwriting to the extent provided herein. All holders of Registrable
      Securities proposing to distribute their securities through such underwriting
      shall (together with the Company and the other holders of securities of the
      Company with registration rights to participate therein distributing their
      securities through such underwriting) enter into an underwriting agreement
      in
      customary form with the representative of the underwriter(s) selected by the
      Company.

    


    Notwithstanding
      any other provision of this Section 2, if the representative of the underwriters
      advises the Company of the need for an Underwriter's Cutback, the representative
      may (subject to the limitations set forth below) limit the number of Registrable
      Securities to be included in the registration and underwriting; provided,
      however,
      that
      Registrable Securities shall be included in any over-allotment option granted
      to
      the underwriters before inclusion of any shares from the Company. The Company
      shall advise all holders of securities requesting registration of the
      Underwriter's Cutback, and the number of shares of securities that are entitled
      to be included in the registration and underwriting shall be allocated first
      to
      the Company for securities being sold for its own account and thereafter as
      set
      forth in Section 9. If any person does not agree to the terms of any such
      underwriting, it shall be excluded therefrom by written notice from the Company
      or the underwriter and any securities so excluded or withdrawn from such
      underwriting shall be withdrawn from such registration ("Withdrawn
      Securities").

    


    If
      there
      are Withdrawn Securities and if there was an Underwriter's Cutback, the Company
      shall then offer to all persons who have retained the right to include
      securities in the registration the right to include additional securities in
      the
      registration in an aggregate amount equal to the number of shares of Withdrawn
      Securities that would have been included in the

    


    


    
      
        
        

      

      
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    registration
      after giving effect to the Underwriter's Cutback had such securities not been
      withdrawn, with such shares to be allocated among such holders requesting
      additional inclusion in accordance with Section 9.

    


        (c)    Lock
      Up Agreements.
      If
      requested in writing by the Company and an underwriter of Common Stock for
      the
      Company, the holders of Registrable Securities shall agree not to sell or
      otherwise transfer or dispose of any Common Stock of the Company held by such
      holder (other than those included in the registration statement) for a period
      not to exceed one hundred twenty (120) days following the effective date of
      a
      registration statement of the Company filed under the Securities Act,
provided
      that all
      officers and directors of the Company, all holders of Registrable Securities,
      and all other holders of rights to registration of any other security of the
      Company enter into similar agreements identical in terms to that of the holders
      of Registrable Securities. The terms of this Section 2(c) shall not apply to
      sales made pursuant to Rule 144 promulgated under the Securities
      Act.

    


    3.    Registration
      On Form S-3.

    


    (a)    After
      the
      Company has qualified for the use of Form S-3, in addition to the rights
      contained in the foregoing provisions of this Agreement, the holders of
      Registrable Securities shall have the right to request registrations on Form
      S-3
      or any comparable or successor form. Each such request shall be in writing
      and
      shall state the anticipated number of shares of Registrable Securities to be
      disposed of and the anticipated gross proceeds of such shares, and the intended
      methods of disposition of such shares by such holder or holders, including
      whether such resales are to be made on a delayed or continuous basis pursuant
      to
      Rule 415. The Company shall not be obligated to effect any registration pursuant
      to this Section 3 if (i) the holder of Registrable Securities, together with
      the
      holders of any other securities of the Company entitled to inclusion in such
      registration, propose to sell Registrable Securities and such other shares
      of
      Common Stock (if any) on Form S-3 at an aggregate price to the public of less
      than $500,000, or (ii) in the event that the Company shall furnish the
      certification described in Subsection 1(b)(ii) or Subsection 1(c) (but subject
      to the limitations set forth therein), or (iii) the Company will be required
      to
      obtain an audit (other than for its normal year-end audit) for such registration
      to become effective. The Company shall only be required to effect two (2)
      registrations of Registrable Securities pursuant to this Section 3 in each
      calendar year, provided,
      however,
      that if
      the offering is to be effected on a continuous or delayed basis pursuant to
      Rule
      415 (or any successor rule), and the registration statement is kept effective
      for a period in excess of 180-days, then the Company shall not be required
      to
      effect another registration in that calendar year.

    


    (b)    If
      a
      request complying with the requirements of Section 3(a) hereof is delivered
      to
      the Company, the provisions of Sections 1(a)(i) and (ii) and Section 1(b) hereof
      shall apply to such registration. If the registration is for an underwritten
      offering, the provisions of Sections 1(d) and 1(e) hereof shall also apply
      to
      such registration.

    


    4.    Expenses
      Of Registration.

    


     

    
      
        
        

      

      
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    All
      Registration Expenses incurred in connection with any registration,
      qualification or compliance pursuant to Sections 1, 2, and 3 hereof, shall
      be
      borne by the Company; provided,
      however, that a holder of Registrable Securities shall bear the Registration
      Expenses for any registration proceeding begun pursuant to Section 1 and
      subsequently withdrawn by that holder registering shares therein, unless such
      withdrawal is based upon (a) material adverse information relating to the
      Company that is different from the information known or available (upon request
      from the Company or otherwise) to the Initiating Holders at the time of their
      request for registration under Section 1, or (b) material adverse changes in
      the
      financial markets which result in a significant decline in the public market
      price for the Company's Common Stock of at least twenty percent (20%) from
      the
      date such registration proceeding is begun to the date of such withdrawal.
      All
      Selling Expenses relating to securities registered pursuant to Sections 1,
      2,
      and 3 hereof, shall be borne by the holders of such securities pro rata on
      the
      basis of the number of shares of securities so registered on their
      behalf.

    


    5.    Registration
      Procedures.

    


    In
      the
      case of each registration effected by the Company pursuant to this Agreement,
      the Company will use its best efforts to effect the registration and sale of
      Registrable Securities in accordance with the intended method of disposition
      thereof, and pursuant thereto the Company shall as expeditiously as
      possible:

    


    (a)    prepare
      and file with the SEC a registration statement with respect to the securities
      to
      be registered on such form as the Company deems appropriate and is permitted
      or
      qualified to use, and shall use all reasonable efforts to cause such
      registration statement to become and remain effective for a period of ninety
      (90) days or until the holders have completed the distribution described in
      the
      registration statement relating thereto, whichever first occurs or, in the
      case
      of any registration of Registrable Securities on Form S-3 which are intended
      to
      be offered on a continuous or delayed basis, for such period as shall be
      necessary to keep the registration statement effective until all such
      Registrable Securities are sold;

    


    (b)    prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by such registration
      statement;

    


    (c)    furnish
      to the holders of Registrable Securities to be included in a registration
      statement, at a reasonable time prior to the filing thereof with the SEC, a
      copy
      of the registration statement (and each amendment or supplement thereto) in
      the
      form the Company proposes to file the same; and furnish such number of
      prospectuses and other documents incident thereto, including any amendment
      of or
      supplement to the prospectus, as such holder of Registrable Securities from
      time
      to time may reasonably request in order to facilitate the disposition of such
      Registrable Securities owned by such Seller;

    


    (d)    notify
      each seller of Registrable Securities 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

    



    
      
        
        

      

      
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    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,
      and prepare and furnish to such seller a reasonable number of copies of a
      supplement to or an amendment of such prospectus as may be necessary so that,
      as
      thereafter delivered to the purchasers of such shares, such prospectus shall
      not
      include an untrue statement of a material fact or omit 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;

    


    (e)    cause
      all
      such Registrable Securities registered pursuant hereunder to be listed on each
      securities exchange on which similar securities issued by the Company are then
      listed; and provide a transfer agent and registrar and a CUSIP number for all
      such Registrable Securities, in each case not later than the effective date
      of
      such registration;

    


    (f)    otherwise
      use its best efforts to comply with all applicable rules and regulations of
      the
      SEC, and make available to its security holders, as soon as reasonably
      practicable, an earnings statement covering the period of at least twelve
      months, but not more than eighteen (18) months, beginning with the first day
      of
      the Company's first full fiscal quarter after the effective date of the
      registration statement, which earnings statement shall satisfy the provisions
      of
      Section 11(a) of the Securities Act; and

    


    (g)    in
      connection with any underwritten offering pursuant to a registration statement
      filed pursuant to Section 1 or 3 hereof, enter into an underwriting agreement
      containing customary underwriting provisions so as to effect the offer and
      sale
      of the Registrable Securities.

    


    6.    Indemnification.

    


    (a)    The
      Company will indemnify each holder of Registrable Securities, each of its
      officers, directors and partners, and each person controlling such holder within
      the meaning of Section 15 of the Securities Act, with respect to which
      registration has been effected pursuant to this Agreement, and each underwriter,
      if any, and each person who controls within the meaning of Section 15 of the
      Securities Act any such underwriter, against all expenses, claims, losses,
      damages, and liabilities (or actions, proceedings, or settlements in respect
      thereof) arising out of or based on any untrue statement (or alleged untrue
      statement) of a material fact contained in any prospectus (including any related
      registration statement, notification, or the like) incident to any registration
      under this Agreement, or based on 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 or any rule or regulation thereunder applicable to the Company
      and relating to action or inaction required of the Company in connection with
      any such registration, and will reimburse each such holder, each of its
      officers, directors, partners, and each person controlling such holder, each
      such underwriter, and each person who controls any such underwriter, for any
      legal and any other expenses reasonably incurred in connection with
      investigating and defending or settling any such claim, loss, damage, liability,
      or action, provided that the Company will not be liable in any such case to
      the
      extent that any such claim, loss, damage, liability or expense arises out of
      or
      is based on any untrue statement or omission based upon written information
      furnished to the Company by such holder


    
      
        
        

      

      
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    or
      underwriter and stated to be specifically for use therein. It is agreed that
      the
      indemnity agreement contained in this Section shall not apply to amounts paid
      in
      settlement of any such loss, claim, damage, liability, or action if such
      settlement is effected without the consent of the Company (which consent shall
      not be unreasonably withheld).

    


    (b)    In
      connection with the registration or sale of shares of Registrable Securities
      pursuant to this Agreement, each holder whose Registrable Securities are
      included in such registration being effected under this Agreement, will
      indemnify the Company, each of its directors, officers, partners, and each
      underwriter, if any, of the Company's securities covered by such a registration
      statement, each person who controls the Company or such underwriter within
      the
      meaning of Section 15 of the Securities Act, 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 such registration statement or prospectus, 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 will reimburse
      the
      Company and such directors, officers, partners, underwriters, or control person
      for any legal or any other expenses reasonably incurred in connection with
      investigating or defending any such claim, loss, damage, liability, or action,
      in each case to the extent, but only to the extent, that such untrue statement
      (or alleged untrue statement) or omission (or alleged omission) is made in
      such
      registration statement or prospectus, in reliance upon and in conformity with
      written information furnished to the Company by such holder of the Registrable
      Securities, and stated to be specifically for use therein; provided,
      however,
      that
      the obligations of such holder hereunder shall not apply to amounts paid in
      settlement of any such claims, losses, damages, or liabilities if such
      settlement is effected without the consent of such holder, which consent shall
      not be unreasonably withheld; and provided
      that in
      no event shall any indemnity under this Section exceed the net amount of
      proceeds from the offering received by such holder.

    


    (c)    Each
      party entitled to indemnification under this Section (the "Indemnified
      Party")
      shall
      give notice to the party or parties 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 to assume
      the defense of such claim or any litigation resulting therefrom, provided that
      counsel for the Indemnifying Party, who shall conduct the defense of such claim
      or any litigation resulting therefrom, shall be approved by the Indemnified
      Party (whose approval shall not be unreasonably withheld), and the Indemnified
      Party may participate in such defense at such party's expense, and provided
      further that the failure of any Indemnified Party to give notice as provided
      herein shall not relieve the Indemnifying Party of its obligations under this
      Section, to the extent such failure is not prejudicial. No Indemnifying Party,
      in the defense of any such claim or litigation, shall, except with the consent
      of each Indemnified Party, consent to entry of any judgment or enter into any
      settlement that 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. Each Indemnified Party shall
      furnish such information regarding itself or the claim in question as an
      Indemnifying Party may reasonably request in writing and as shall be reasonably
      required in connection with defense of such claim and litigation resulting
      therefrom.

    


    


    
      
        
        

      

      
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    (d)    If
      the
      indemnification provided for in this Section is held by a court of competent
      jurisdiction to be unavailable to an Indemnified Party with respect to any
      loss,
      liability, claim, damage, or expense referred to therein, then the Indemnifying
      Party, in lieu of indemnifying such Indemnified Party hereunder, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such loss, liability, claim, damage, or expense in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party on the
      one
      hand and of the Indemnified Party on the other in connection with the statements
      or omissions that resulted in such loss, liability, claim, damage, or expense
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      Indemnifying Party and of the Indemnified Party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission to state a material fact relates to information
      supplied by the Indemnifying Party or by the Indemnified Party and the parties'
      relative intent, knowledge, access to information, and opportunity to correct
      or
      prevent such statement or omission.

    


    (e)    Notwithstanding
      the foregoing, to the extent that the provisions on indemnification and
      contribution contained in the underwriting agreement entered into in connection
      with the underwritten public offering are in conflict with the foregoing
      provisions, the provisions in the underwriting agreement shall
      control.

    


    7.    Information
      By Holder.

    


    Each
      holder of Registrable Securities shall furnish to the Company in writing such
      information regarding such holder and the distribution proposed by such holder
      as the Company or underwriters may reasonably request in writing and as shall
      be
      reasonably required in connection with any registration, qualification, or
      compliance referred to in this Agreement.

    


    8.    Allocation
      Of Registration Opportunities.

    


    In
      any
      circumstance in which all of the Registrable Securities and other shares Common
      Stock of the Company with registration rights (the "Other
      Shares")
      requested to be included in a registration on behalf of the holders of
      Registrable Securities or other selling stockholders cannot be so included
      as a
      result of limitations of the aggregate number of shares of Registrable
      Securities and Other Shares that may be so included, the number of shares of
      Registrable Securities and Other Shares that may be so included shall be
      allocated among the holders of Registrable Securities and other selling
      stockholders requesting inclusion of shares pro rata on the basis of the number
      of shares of Registrable Securities and Other Shares that would be held by
      such
      holders and other selling stockholders. If any holder of Registrable Securities
      or other selling stockholder does not request inclusion of the maximum number
      of
      shares of Registrable Securities and Other Shares allocated to him pursuant
      to
      this procedure, the remaining portion of his allocation shall be reallocated
      among those requesting holders of Registrable Securities and other selling
      stockholders whose allocations did not satisfy their requests pro rata on the
      basis of the number of shares of Registrable Securities and Other Shares which
      would be held by such holders and other selling stockholders, and this procedure
      shall be repeated until all of the shares of Registrable Securities and Other
      Shares which may be included in the registration on behalf of the holders of
      Registrable Securities and other selling stockholders have been so allocated.
      The 


    
      
        
        

      

      
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    Company
      shall not limit the number of Registrable Securities to be included in a
      registration pursuant to this Agreement in order to include shares held by
      stockholders with no registration rights or to include in that registration
      shares of stock issued to employees, officers, directors, or consultants
      pursuant to the Company's stock option plan, or in order to include in such
      registration securities registered for the Company's own account.

    


    9.     Survival
      Of Rights; Termination Of Registration Rights.

    


    The
      provisions of this Agreement shall survive the conversion of the Preferred
      Shares. The right of any holder of Registrable Securities to request
      registration or inclusion in any registration pursuant to this Agreement shall
      terminate on such date as all shares of Registrable Securities held or entitled
      to be held upon conversion by such holder shall be freely tradable under Rule
      144(k).

    


    10.    Definitions.

    


    Unless
      the context otherwise requires, the terms hereinafter set forth when used herein
      shall have the following meanings:

    


    "Holder"
      shall
      mean any Person who holds Registrable Securities and any holder of Registrable
      Securities to whom the registration rights conferred by this Agreement have
      been
      transferred in compliance herewith.

    


    "Initiating
      Holders"
      shall
      mean holders of the Registrable Securities who in the aggregate hold not less
      than twenty five percent (25%) of the aggregate of the original Registrable
      Securities, and who exercise rights to request registration under Section
      1.

    


    "Person"
      shall
      mean an individual, corporation, partnership, limited liability company, joint
      venture, sole proprietorship, trust or other entity, business association or
      organization.

    


    "Register,"
      "registered"
      and
      "registration"
      shall
      refer to a registration effected by preparing and filing a registration
      statement in compliance with the Securities Act and applicable rules and
      regulations thereunder, and the declaration or ordering of the effectiveness
      of
      such registration statement and such other action as might be required with
      respect to registration, qualification or compliance under applicable state
      securities laws.

    


    "Registration
      Expenses"
      shall
      mean all expenses incurred in effecting any registration pursuant to this
      Agreement, including, without limitation, all registration, qualification,
      and
      filing fees, printing expenses, escrow fees, fees and disbursements of
      custodians, fees and disbursements of counsel for the Company and its
      independent certified public accountants, blue sky fees and expenses, and
      reasonable fees and disbursements of one counsel for the holders or selling
      stockholders, which counsel shall be chosen by the holders of a majority of
      the
      Registrable Securities included in such registration, but shall not include
      Selling Expenses.

    


    "Registrable
      Securities"
      shall
      mean (i) Conversion Shares issued upon conversion of the Preferred Shares,
      and
      (ii) any Common Stock issued as a dividend or other distribution
      with

    



    
      
        
        

      

      
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    respect
      to, or in exchange for, or in replacement of, the shares referred to in clause
      (i); provided,
      however,
      that
      Registrable Securities shall not include any securities which have been
      distributed to the public pursuant to an offering registered under the
      Securities Act, or sold to the public through a broker, dealer or market maker
      in compliance with Rule 144.

    


    "Rule
      144"
      shall
      mean Rule 144 as promulgated by the SEC under the Securities Act, as such Rule
      may be amended from time to time, or any similar successor rule that may be
      promulgated by the SEC.

    


    "Rule
      145"
      shall
      mean Rule 145 as promulgated by the SEC under the Securities Act, as such Rule
      may be amended from time to time, or any similar successor rule that may be
      promulgated by the SEC.

    


    "SEC"
      shall
      mean the Securities and Exchange Commission.

    


    "Security"
      shall
      have the same meaning as in Section 2(1) of the Securities Act of 1933, as
      amended.

    


    "Selling
      Expenses"
      shall
      mean all underwriting discounts, selling commissions and stock transfer taxes
      applicable to the sale of Registrable Securities and fees and disbursements
      of
      counsel for any stockholder (other than the fees and disbursements of one
      counsel for the holders of Registrable Securities, as selling stockholders,
      included in Registration Expenses).

    


    "Underwriter's
      Cutback"
      shall
      mean a reduction in the number of shares to be included in any underwritten
      offering as the result of receipt of written notice from the representative(s)
      of the underwriters to the effect that the number of shares requested to be
      included in such registration exceeds the number which can be sold in an orderly
      manner in such offering within a price range acceptable to either the Company
      (in a primary registration) or the majority of the holders initially requesting
      such registration (in a secondary registration).

    


    11.    Other
      Registration Rights.

    


    Except
      as
      provided in this Agreement, the Company shall not hereafter grant to any person
      the right to request the Company to register any equity securities of the
      Company, or any securities convertible or exchangeable into or exercisable
      for
      such securities, without the prior written consent of the holders of a majority
      of the Registrable Securities, provided that the Company may grant rights to
      other persons to participate in piggyback registrations as provided in Section
      2
      hereof so long as such rights are subordinate to the rights of the holders
      of
      Registrable Securities with respect to such piggyback
      registrations.

    


    12.    Notice.

    


    All
      notices, demands or other communications to be given or delivered under this
      Agreement shall be in writing, signed by the party giving such notice, demand
      or
      communication and shall be deemed to have been given (i) when delivered
      personally to the recipient, (ii) one (1) day after being sent to the recipient
      by a nationally recognized overnight courier service (charges


    
      
        
        

      

      
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    prepaid)
      or sent by facsimile transmission, or (iii) three (3) business days after being
      mailed to the recipient by certified or registered mail, return receipt
      requested and postage prepaid. Such notices, demands and other communications
      shall be sent to each party at the address set forth below, or at such other
      address as may have been previously supplied by written notice to the sending
      party:

    


    


    
      	
              Holder:

            	
              Harris
                Corporation

              1025
                NASA Boulevard

              Melbourne,
                Florida 32919

              Attention:
                Corporate Secretary

            
	 	 
	
              with
                a copy to:

            	
              Scott
                T. Mikuen, Esq.

              Vice
                President-Counsel,

              Corporate
                & Commercial Operations

              and
                Assistant Secretary

              1025
                NASA Boulevard

              Melbourne,
                Florida 32919

              Fax:
                (321) 727-9234

            
	 	 
	
              The
                Company:

            	
              Teltronics,
                Inc.

              2150
                Whitfield Industrial Way

              Sarasota,
                Florida 34243

              Fax:
                (941) 751-7724

              Attention:
                Ewen R. Cameron, President

            
	 	 
	
              with
                a copy to:

            	
              Blair
                & Roach

              2645
                Sheridan Drive

              Tonawanda,
                New York 14150

              Fax:
                (716) 834-9197

              Attention:
                John N. Blair, Esq.

            


    

    


    13.    Miscellaneous.

    


    (a)    Remedies.
      Any
      person having rights under any provision of this Agreement will be entitled
      to
      enforce such rights specifically to recover damages caused by reason of any
      breach of any provision of this Agreement and to exercise all other rights
      granted by law. The parties hereto agree and acknowledge that money damages
      may
      not be an adequate remedy for any breach of the provisions of this Agreement
      and
      that any party may at its sole discretion apply to any court of law or equity
      of
      competent jurisdiction (without posting any bond or other security) for specific
      performance and for other injunctive relief in order to enforce or prevent
      violation of the provisions of this Agreement.

    


    (b)    Amendments
      and Waivers.
      Except
      as otherwise provided herein, the provisions of this Agreement may be amended
      or
      waived only upon the prior written consent of the Company, the Holder (as long
      as the Holder holds any Registrable Securities) and holders of at least a
      majority of any other outstanding Registrable Securities and any such amendment
      or waiver shall

     

    
 

    
      
        
        

      

      
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    be
      binding on all Holders, provided
      that in
      no event shall the obligation of any Holder hereunder be materially increased
      except with the written consent of such Holder.

    


    (c)    Successors
      and Assigns.
      All
      covenants and agreements in this Agreement by or on behalf of any of the parties
      hereto shall bind and inure to the benefit of the respective successors and
      assigns of the parties hereto whether so expressed or not. In addition, whether
      or not any express assignment has been made, provisions of this Agreement which
      are for the benefit of purchasers or holders of Registrable Securities are
      also
      for the benefit of, and enforceable by, any subsequent holder of Registrable
      Securities.

    


    (d)    Severability.
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is held to be prohibited by or invalid under applicable law,
      such provision shall be in effect only to the extent that such prohibition
      or
      invalidity, without invalidating the remainder of this Agreement.

    


    (e)    Counterparts.
      This
      Agreement may be executed simultaneously in counterparts, any one of which
      need
      not contain the signatures of more than one party, but all such counterparts
      taken together will constitute one and the same Agreement.

    


    (f)    Descriptive
      Headings
      The
      section numbers and descriptive headings of this Agreement are inserted for
      convenience only and do not constitute a part of this Agreement.

    


    (g)    Governing
      Law.
      The
      Delaware General Corporation Law shall govern all issues and questions
      concerning the relative rights of the Company and its stockholders and all
      other
      issues and questions concerning the construction, validity, interpretation
      and
      enforcement of this Agreement without giving effect to any choice of law or
      conflict of law rules or provisions that would cause the application of the
      laws
      of any jurisdiction other than the state of Delaware.

    


    (h)    Jurisdiction
      and Venue.
      The
      Company and Holder hereby consent to the jurisdiction of the courts of Brevard
      County in the State of Florida and the United States District Court for the
      Middle District of Florida, as well as to the jurisdiction of all courts from
      which an appeal may be taken from such courts, for the purpose of any suit,
      action or other proceeding arising out of any of its obligations arising under
      this Agreement or with respect to the transactions contemplated hereby, and
      expressly waives any and all objections it may have as to venue in any of such
      courts.

    


    (i)    Notice
      of Transfer.
      The
      Holder and any other holder of Registrable Securities agrees to notify the
      Company of any transfers of Registrable Securities; provided,
      however,
      that
      any failure to give such notice shall not adversely effect the rights to which
      any holder or transferee of Registrable Securities would otherwise be entitled
      hereunder.

    


    


    


    


    [Remainder
      of page left intentionally blank.]

    


    


    



    
      
        
        

      

      
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    [SIGNATURE
      PAGE TO REGISTRATION RIGHTS AGREEMENT]

    


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

    


    


    


    
      	 	
              COMPANY:

               

              TELTRONICS,
                INC.

            
	 	
               

               

              By: /s/
                Ewen R.
                Cameron                    

            
	 	
              Ewen
                R. Cameron

              President

            
	 	 
	 	
              HOLDER:

               

              HARRIS
                CORPORATION

            
	 	
               

               

              By: /s/
                Jeffrey P.
                Morrill                        

            
	 	
              Name:   
                 Jeffrey P. Morrill

              Its:        
                 Assistant Treasurer

            


    

    


    


    


    


    


    


    


    


     

    
      
        
        

      

      
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