SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (this "Agreement") is made by and between
TELENETICS CORPORATION, a California corporation, with its principal offices at
25111 Arctic Ocean, Xxxx Xxxxxx, Xxxxxxxxxx 00000 (the "Company") and the
undersigned (the "Subscriber") effective as of the date this Agreement is
accepted by the Company.
R E C I T A L S:
----------------
A. The Company is offering (the "Offering") its shares (the "Shares")
of common stock, no par value per share, pursuant to the Company's Confidential
Private Placement Memorandum dated May 9, 2000 (the "Memorandum").
B. Subscriber desires to acquire the Shares in the amount set forth on
the signature page hereof.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
1. SUBSCRIPTIONS FOR SECURITIES AND REPRESENTATIONS BY SUBSCRIBER.
1.1 Subject to the terms and conditions of this Agreement, the
Subscriber hereby subscribes for and agrees to purchase from the Company for the
following applicable per Share price the Shares in an amount aggregating the
Purchase Price (as set forth on page 20 hereof) and the Company agrees to sell
such Shares to the Subscriber for the Purchase Price, subject to the Company's
right to sell to the Subscriber such lesser amount of Shares as it may, in its
sole discretion, deem necessary or desirable. The Purchase Price is payable by
wire transfer or by check, subject to collection, as set forth in the
Subscription Documents Booklet of which this Agreement is a part. The price per
Share is $3.25.
1.2 The Subscriber recognizes that the purchase of the Shares
involves a high degree of risk in that (i) a limited public market exists for
the Shares; (ii) the Shares have not been registered under the Securities Act of
1933, as amended ("1933 Act"), and the Company has no obligation to register the
Shares, except as set forth in Section 3 below; (iii) an investment in the
Shares is highly speculative and only investors who can afford the loss of their
entire investment should consider investing in the Company and the Shares; (iv)
the Subscriber may not be able to liquidate the Subscriber's investment; and (v)
the Subscriber could sustain the loss of Subscriber's entire investment. Such
risks are more fully set forth in the Memorandum and the attachments thereto.
1.3 The Offering shall continue for a period commencing on the
date of the Memorandum and ending on the date set forth in the Memorandum.
1.4 The Subscriber represents as follows:
(a) The Subscriber represents that the Subscriber is
an Accredited Investor (as defined in Rule 501 of Regulation D promulgated under
the 0000 Xxx) as indicated by the Subscriber's responses to the Purchaser
Questionnaire, a copy of which is included in the Subscription Documents
Booklet, and that the Subscriber is able to bear the economic risk of an
investment in the Notes and the Warrants.
(b) The Subscriber acknowledges that the Subscriber
has significant prior investment experience, including investment in
non-registered securities. The Subscriber recognizes the highly speculative
nature of this investment. The Subscriber acknowledges that the Subscriber has
carefully read the Memorandum, including but not limited to, the Exhibits to the
Memorandum, and fully understands the contents thereof.
(c) The Subscriber hereby acknowledges that this
Offering and the Memorandum have not been reviewed by the United States
Securities and Exchange Commission ("SEC") or by any state securities regulator
because it is intended to be a nonpublic offering pursuant to Sections 3(a),
4(2) and 4(6) of the 1933 Act and Rule 506 of Regulation D promulgated
thereunder. The Subscriber represents that the Shares are being purchased for
the Subscriber's own account, for investment purposes only and not for
distribution or resale to others. The Subscriber agrees that the Subscriber will
not sell or otherwise transfer the Shares unless they are registered under the
1933 Act or unless an exemption from such registration is available.
(d) The Subscriber understands that the Shares have
not been registered under the 1933 Act by reason of a claimed exemption under
the provisions of the 1933 Act which depends, in part, upon the Subscriber's
investment intention. In this connection, the Subscriber understands that it is
the position of the SEC that the statutory basis for such exemption would not be
present if the Subscriber's representation merely meant that the Subscriber's
present intention was to hold the Shares for a short period, such as the capital
gains period of tax statutes, for a deferred sale, for a market rise, assuming
that a market develops, or for any other fixed period. The Subscriber realizes
that, in the view of the SEC, a purchase now with an intent to resell after a
pre-determined amount of time would represent a purchase with an intent
inconsistent with the Subscriber's representation to the Company, and the SEC
might regard such a sale or disposition as a deferred sale to which such
exemptions are not available.
(e) The Subscriber understands that Rule 144 (the
"Rule") promulgated by the SEC under the 1933 Act requires, among other
conditions, a one year holding period prior to the resale (in limited amounts)
of securities acquired in a non-public offering without having to satisfy the
registration requirements under the 1933 Act. The Subscriber understands and
hereby acknowledges that the Company is the only entity that can register the
Shares under the 1933 Act and that the Company is under no obligation to
register the Shares under the 1933 Act, with the exception of certain
registration rights set forth in Section 3 below. The Subscriber acknowledges
that the Company may, if it desires, permit the transfer of the Shares out of
the Subscriber's name only when the Subscriber's request for transfer is
accompanied by an opinion of counsel reasonably satisfactory to the Company that
neither the sale nor the proposed transfer results in a violation of the 1933
Act or any applicable state "blue sky" laws and subject to the provisions of
Section 1.4(f) hereof.
(f) The Subscriber consents to the placement of a
legend on any certificate or other document evidencing the Shares stating that
they have not been registered under the 1933 Act and under applicable state
securities laws and setting forth or referring to the restrictions on
transferability and sale thereof.
(g) The Subscriber understands that the Company will
review this Agreement; and it is further agreed that the Company reserves the
unrestricted right to reject or limit any subscription and to close the Offering
at any time.
(h) The Subscriber hereby represents that the address
of Subscriber furnished by the Subscriber at the end of this Agreement is the
Subscriber's principal residence, if the Subscriber is an individual, or its
principal business address, if the Subscriber is a corporation or other entity.
(i) The Subscriber has had a reasonable opportunity
to ask questions of and receive answers from the Company concerning the Company
and the Offering, and all such questions, if any, have been answered to the full
satisfaction of the Subscriber; and the Company shall provide Subscriber with
the opportunity to ask additional questions of and receive answers (all of which
information shall be limited to information in the public realm) from the
Company concerning the Company during the period which the Subscriber owns the
Shares.
(j) The Subscriber has such knowledge and expertise
in financial and business matters that the Subscriber is capable of evaluating
the merits and risks involved in an investment in the Shares.
(k) The Subscriber has full power and authority to
execute and deliver this Agreement and to perform the obligations of the
undersigned hereunder; and this Agreement is a legally binding obligation of the
Subscriber enforceable in accordance with its terms.
(l) Except as set forth in this Agreement and the
Memorandum, no representations or warranties have been made to the Subscriber by
the Company, or any of its agents, employees or affiliates, and in entering into
this transaction, the Subscriber is not relying on any information, other than
that contained in the Memorandum, the public documents of the Company and the
results of an independent investigation by the Subscriber.
(m) The Subscriber agrees that the Subscriber will
not sell or otherwise transfer the Shares unless they are registered under the
1933 Act and applicable state "blue sky" laws or unless an exemption from such
registration is available. The Subscriber represents that (i) the Subscriber has
adequate means of providing for the Subscriber's current needs and possible
personal contingencies, (ii) the Subscriber has no need for liquidity in this
investment, (iii) the Subscriber is able to bear the substantial economic risk
of an investment in the Shares for an indefinite period, and (iv) at the present
time the Subscriber could afford a complete loss of such investment.
(n) It is understood that all documents, records and
books pertaining to this investment have been made available for the inspection
by the Subscriber's attorney and/or accountant and the Subscriber.
2. TERMS OF SUBSCRIPTION.
The Offering of Shares is being made on a "best efforts" basis
as in the manner more particularly set forth in the Memorandum.
3. REGISTRATION RIGHTS.
(a) On or before August 31, 2000, the Company shall, at its
sole cost and expense, file a registration statement on the appropriate form
under the 1933 Act with the SEC covering all of the Shares (the "Registrable
Securities") for all holders of the Shares (collectively, the "Registered
Holders"). The Company will use its best efforts to have such registration
statement declared effective as soon as possible after filing, and to keep such
registration statement current and effective until May 31, 2001 or until such
earlier date as all of the Registrable Securities registered pursuant to such
registration statement shall have been sold.
(b) If the Company effects any registration under the 1933 Act
of any Registrable Securities pursuant to Section 3(a), the Company shall
indemnify, to the extent permitted by law, and hold harmless any person or
entity whose Registrable Securities are included in such registration statement
(each, a "Seller"), any underwriter, any officer, director, affiliate,
shareholder, employee or agent of any Seller or underwriter, and each other
person, if any, who controls any Seller or underwriter within the meaning of
Section 15 of the 1933 Act, against any losses, claims, damages, liabilities,
judgment, fines, penalties, costs and expenses, joint or several, or actions in
respect thereof (collectively, the "Claims"), to which each such indemnified
party becomes subject, under the 1933 Act or otherwise, insofar as such Claims
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the registration statement or prospectus or
any amendment or supplement thereto or any document filed under a state
securities or blue sky law (collectively, the "Registration Documents") or
insofar as such Claims arise out of or are based upon the omission or alleged
omission to state in any Registration Document a material fact required to be
stated therein or necessary to make the statements made therein not misleading,
and will reimburse any such indemnified party for any legal or other expenses
reasonably incurred by such indemnified party in investigating or defending any
such Claim; provided that the Company shall not be liable in any such case to a
particular indemnified party to the extent such Claim is based upon an untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission of a material fact made in any Registration Document in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of such indemnified party specifically for use in the preparation of such
Registration Document.
(c) In connection with any registration statement in which any
Seller is participating, each Seller, severally and not jointly, shall
indemnify, to the extent permitted by law, and hold harmless the Company, each
of its directors, each of its officers who have signed the registration
statement, each other person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act, each other Seller and each underwriter,
any officer, director, affiliate, shareholder, employee or agent of any such
other Seller or underwriter and each other person, if any, who controls such
other Seller or underwriter within the meaning of Section 15 of the 1933 Act
against any Claims to which each such indemnified party may become subject under
the 1933 Act or otherwise, insofar as such Claims (or actions in respect
thereof) are based upon any untrue statement or alleged untrue statement of any
material fact contained in any Registration Document, or insofar as any Claims
are based upon the omission or alleged omission to state in any Registration
Document a material fact required to be stated therein or necessary to make the
statements made therein not misleading, and will reimburse any such indemnified
party for any legal or other expenses reasonably incurred by such indemnified
party in investigating or defending any such Claim; provided, however, that such
indemnification or reimbursement shall be payable only if, and to the extent
that, any such Claim arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any
Registration Document in reliance upon and in conformity with written
information furnished to the Company by the Seller specifically for use in the
preparation thereof.
(d) Any person entitled to indemnification under Section 3(b)
or 3(c) above shall notify promptly the indemnifying party in writing of the
commencement of any Claim if a claim for indemnification in respect thereof is
to be made against an indemnifying party under this Section 3(d), but the
omission of such notice shall not relieve the indemnifying party from any
liability which it may have to any indemnified party otherwise than under
Section 3(b) or 3(c) above, except to the extent that such failure shall
materially adversely affect any indemnifying party or its rights hereunder. In
case any action is brought against the indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it chooses, to assume the
defense thereof with counsel reasonably satisfactory to the indemnified party;
and, after notice from the indemnifying party to the indemnified party that it
so chooses, the indemnifying party shall not be liable for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof; provided, however, that (i) if the indemnifying party fails to
take reasonable steps necessary to defend diligently the Claim within twenty
(20) days after receiving notice from the indemnified party that the indemnified
party believes it has failed to do so; (ii) if the indemnified party who is a
defendant in any action or proceeding which is also brought against the
indemnifying party reasonably shall have concluded that there are legal defenses
available to the indemnified party which are not available to the indemnifying
party; or (iii) if representation of both parties by the same counsel is
otherwise inappropriate under applicable standards of professional conduct, the
indemnified party shall have the right to assume or continue its own defense as
set forth above (but with no more than one firm of counsel for all indemnified
parties, except to the extent any indemnified party or parties reasonably shall
have concluded that there are legal defenses available to such party or parties
which are not available to the other indemnified parties or to the extent
representation of all indemnified parties by the same counsel is otherwise
inappropriate under applicable standards of professional conduct) and the
indemnifying party shall be liable for any reasonable expenses therefor;
provided, that no indemnifying party shall be subject to any liability for any
settlement of a Claim made without its consent (which may not be unreasonably
withheld, delayed or conditioned). If the indemnifying party assumes the defense
of any Claim hereunder, such indemnifying party shall not enter into any
settlement without the consent of the indemnified party if such settlement
attributes liability to the indemnified party.
(e) If for any reason the indemnity provided in Section 3(b)
or 3(c) above is unavailable, or is insufficient to hold harmless, an
indemnified party, then the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as a result of any Claim in such
proportion as is appropriate to reflect the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other from
the transactions contemplated by this Agreement. If, however, the allocation
provided in the immediately preceding sentence is not permitted by applicable
law, then each indemnifying party shall contribute to the amount paid or payable
by such indemnified party in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the indemnifying
party and the indemnified party as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged 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. The amount paid or payable in
respect of any Claim shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such Claim. Notwithstanding the foregoing, no underwriter or
controlling person thereof, if any, shall be required to contribute, in respect
of such underwriter's participation as an underwriter in the offering, any
amount in excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligation of any underwriters to contribute pursuant to
this paragraph (e) shall be several in proportion to their respective
underwriting commitments and not joint.
(f) The provisions of Section 3(b) through 3(e) of this
Agreement shall be in addition to any other rights to indemnification or
contribution which any indemnified party may have pursuant to law or contract
and shall remain operative and in full force and effect regardless of any
investigation made or omitted by or on behalf of any indemnified party and shall
survive the transfer of the Registrable Securities by any such party.
(g) If and whenever the Company is required by the provisions
of this Section 3 to use its best efforts to register any Registrable Securities
under the 1933 Act, the Company shall, as expeditiously as possible under the
circumstances and subject to the terms of this Section 3:
A. Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its best efforts
to cause such registration statement to become effective as soon as possible
after filing and remain effective.
B. Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement current and
effective and to comply with the provisions of the 1933 Act, and any regulations
promulgated thereunder, with respect to the sale or disposition of all
Registrable Securities covered by the registration statement required to effect
the distribution of the securities, but in no event shall the Company be
required to do so after May 31, 2001.
C. Furnish to the Sellers participating in the
offering, copies (in reasonable quantities) of summary, preliminary, final,
amended or supplemented prospectuses, in conformity with the requirements of the
1933 Act and any regulations promulgated thereunder, and other documents as
reasonably may be required in order to facilitate the disposition of the
securities, but only while the Company is required under the provisions hereof
to keep the registration statement current.
D. Use its best efforts to register or qualify the
Registrable Securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions of the United States as the
Sellers participating in the offering shall reasonably request, and do any and
all other acts and things which may be reasonably necessary to enable each
participating Seller to consummate the disposition of the Registrable Securities
in such jurisdictions.
E. Notify each Seller selling Registrable Securities,
at any time when a prospectus relating to any such Registrable Securities
covered by such registration statement is required to be delivered under the
1933 Act, of the Company's becoming aware that the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing, and promptly prepare and furnish to each such
Seller selling Registrable Securities a reasonable number of copies of a
prospectus supplemented or amended so that, as thereafter delivered to the
purchasers of such Registrable Securities, 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.
F. As soon as practicable after the effective date of
the registration statement, and in any event within eighteen (18) months
thereafter, make generally available to Sellers participating in the offering an
earnings statement (which need not be audited) covering a period of at least
twelve (12) consecutive months beginning after the effective date of the
registration statement which earnings statement shall satisfy the provisions of
Section 11(a) of the 1933 Act, including, at the Company's option, Rule 158
thereunder. To the extent that the Company files such information with the SEC
in satisfaction of the foregoing, the Company need not deliver the above
referenced earnings statement to Seller.
G. Upon request, deliver promptly to counsel of each
Seller participating in the offering copies of all correspondence between the
SEC and the Company, its counsel or auditors and all memoranda relating to
discussions with the SEC or its staff with respect to the registration statement
and permit each such Seller to do such investigation at such Seller's sole cost
and expense, upon reasonable advance notice, with respect to information
contained in or omitted from the registration statement as it deems reasonably
necessary. Each Seller agrees that it will use its best efforts not to interfere
unreasonably with the Company's business when conducting any such investigation
and each Seller shall keep any such information received pursuant to this
Section confidential.
H. Provide a transfer agent located in the United
States for all such Registrable Securities covered by such registration
statement not later than the effective date of such registration statement.
I. List the Registrable Securities covered by such
registration statement on such exchanges and/or on Nasdaq or the NASD's OTC
Bulletin Board as the Common Stock is then currently listed upon.
J. Pay all Registration Expenses incurred in
connection with a registration of Registrable Securities, whether or not such
registration statement shall become effective; provided that each Seller shall
pay all underwriting discounts, commissions and transfer taxes, and their own
counsel fees, if any, relating to the sale or disposition of such Seller's
Registrable Securities pursuant to a registration statement. As used herein,
"Registration Expenses" means any and all reasonable and customary expenses
incident to performance of or compliance with the registration rights set forth
herein, including, without limitation, (i) all SEC and stock exchange or
National Association of Securities Dealers, Inc. registration and filing fees,
(ii) all fees and expenses of complying with state securities or blue sky laws
(including reasonable fees and disbursements of counsel for the underwriters in
connection with blue sky qualifications of the Registrable Securities but no
other expenses of the underwriters or their counsel), (iii) all printing,
messenger and delivery expenses, and (iv) the reasonable fees and disbursements
of counsel for the Company and the Company's independent public accountants.
(h) The Company acknowledges that there is no adequate remedy
at law for failure by it to comply with the provisions of this Section 3 and
that such failure would not be adequately compensable in damages, and therefore
agrees that its agreements contained in this Section 3 may be specifically
enforced. In the event that the Company shall fail to keep any registration
statement effective as provided in this Section 3 or otherwise fails to comply
with its obligations and agreements in this Section 3, then, in addition to any
other rights or remedies the Registered Holders may have at law or in equity,
including without limitation, the right of rescission, the Issuer shall
indemnify and hold harmless the Registered Holders from and against any and all
manner or loss which they may incur as a result of such failure. In addition,
the Issuer shall also reimburse the Registered Holders for any and all
reasonable legal fees and expenses incurred by them in successfully enforcing
their rights pursuant to this Section 3, regardless of whether any litigation
was commenced.
4. MISCELLANEOUS.
4.1 The Company agrees to use its best efforts to file timely
all reports required to be filed by it pursuant to Sections 13 or 15 of the
Securities Exchange Act of 1934, as amended, and to provide such information as
will permit the Holder to sell the Warrants or any shares of Common Stock
acquired upon the exercise of the Warrants or in accordance with Rule 144 under
the 0000 Xxx.
4.2 All notices, consents and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given (a)
when delivered by hand, (b) one business day after the business day of
transmission if sent by telecopier (with receipt confirmed), provided that a
copy is mailed by certified mail, return receipt requested, or (c) one business
day after the business day of deposit with the carrier, if sent for next
business day delivery by Express Mail, Federal Express or other recognized
express delivery service (receipt requested), in each case addressed to the
Company at the address indicated on the first page of this Agreement marked
"Attention: Xxxxxxx Armani, President", and to the Subscriber at the
Subscriber's address indicated on the last page of this Agreement (or to such
other addresses and telecopier numbers as a party may designate as to itself by
notice to the other parties).
4.3 This Agreement shall not be changed, modified or amended
except by a writing signed by the parties to be charged, and this Agreement may
not be discharged except by performance in accordance with its terms or by a
writing signed by the party to be charged.
4.4 This Agreement shall be binding upon and inure to the
benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.
4.5 Notwithstanding the place where this Agreement may be
executed by any of the parties hereto, the parties expressly agree that all the
terms and provisions hereof shall be construed in accordance with and governed
by the laws of the State of California. The parties hereby agree that any
dispute which may arise between them arising out of or in connection with this
Agreement shall be adjudicated before a court located in California and they
hereby submit to the exclusive jurisdiction of the courts of the State of
California and of the federal courts in California with respect to any action or
legal proceeding commenced by any party, and irrevocably waive any objection
they now or hereafter may have respecting the venue of any such action or
proceeding brought in such a court or respecting the fact that such court is an
inconvenient forum, relating to or arising out of this Agreement or any acts or
omissions relating to the sale of the securities hereunder, and consent to the
service of process in any such action or legal proceeding by means of registered
or certified mail, return receipt requested, in case of the address set forth
below or such other address as the undersigned shall furnish in writing to the
other.
4.6 This Agreement may be executed in counterparts. Upon the
execution and delivery of this Agreement by the Subscriber, this Agreement shall
become a binding obligation of the Subscriber with respect to the purchase of
the Notes and the Warrants as herein provided; subject, however, to the right
hereby reserved to the Company to enter into the same agreements with other
subscribers and to add and/or to delete other persons as subscribers.
4.7 The holding of any provision of this Agreement to be
invalid or unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Agreement, which shall remain in full force and
effect.
4.8 It is agreed that a waiver by either party of a breach of
any provision of this Agreement shall not operate, or be construed, as a waiver
of any subsequent breach by that same party.
4.9 The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and further action as
may be necessary or appropriate to carry out the purposes and intent of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date indicated below as the date the subscription is
accepted by the Company.
TO BE COMPLETED BY SUBSCRIBER
1. Print Name of Subscriber:_____________________
2. Signature of Individual Subscriber:___________
- OR -
Signature of Subscriber Other than an Individual:
------------------------------
Signature
------------------------------
Print Name
------------------------------
Title
3. Address of Subscriber:
------------------------------
Xxxxxx Xxxxxxx
------------------------------
Xxxx, Xxxxx and Zip Code
4. Social Security or Taxpayer Identification Number:
------------------------------
5. Number of Shares Subscribed ________
Aggregate Purchase Price $__________
TO BE COMPLETED BY THE COMPANY
The foregoing subscription is accepted by the Company effective as of
__________, 2000.
TELENETICS CORPORATION,
a California corporation
By:___________________________________
Xxxxxxx X. Armani, President
