AMENDMENT TO BYLAWS
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In accordance with Article IX of the Restated and Amended Bylaws of
Telenetics Corporation, a California corporation (the "Corporation"), by written
consent of the Board of Directors of the Corporation and by the affirmative vote
of the holders of a majority of the outstanding shares of common stock of the
Corporation, Article III, Section 2 of the Corporation's Restated and Amended
Bylaws has been amended effective as of June 6, 2000 to read in its entirety as
follows:
"SECTION 2. NUMBER OF DIRECTORS. The Board of Directors shall consist
of such number of directors, not less than five (5) nor more than nine
(9), as may be determined from time to time by the Board of Directors
subject to the provisions of the Articles of Incorporation. The exact
number of directors shall be seven (7) until changed by the Board of
Directors pursuant to and in accordance with the provisions of this
Section 2 of this Article III of these Bylaws. No reduction of the
authorized number of directors shall have the effect of removing any
director before that director's term of office expires."
The remainder of the Corporation's Restated and Amended Bylaws remain
in full force and effect.
