FIRST AMENDMENT TO CONSULTING AGREEMENT
THIS FIRST AMENDMENT TO CONSULTING AGREEMENT (this "Amendment") is
entered into on March 10, 2000 by and between TELENETICS CORPORATION, a
California corporation (the "Company"), and BROOKSTREET SECURITIES CORPORATION
("Brookstreet").
R E C I T A L S
A. Effective as of Januay 1, 2000, the Company and Brookstreet entered
into a letter agreement dated December 10, 1999 (the "Agreement") pursuant to
which the Company engaged Brookstreet to render services to the Company as a
corporate finance consultant.
B. The Agreement provided for, among other things, the grant by the
Company to Brookstreet of an option to purchase up to 180,000 shares of the
Company's common stock, no par value per share ("Common Stock"), on the terms
set forth in the Agreement.
C. The Company and Brookstreet desire to amend the terms of the
Agreement to clarify the terms of the option and to provide for certain
registration rights that were not memorialized in the Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. OPTION TERMS. Section 4(b) of the Agreement is hereby amended by
deleting the existing Section 4(b) in its entirety and substituting in lieu
thereof the following:
(b) issue to Brookstreet effective as of January 3,
2000 a non-qualified stock option ("Option") to purchase up to 180,000
shares of common stock, no par value, of the Company ("Common Stock")
at an exercise price equal to the closing price of a share of Common
Stock on the effective date of the Option. The Option shall vest and
become exercisable as to 90,000 shares of Common Stock on January 3,
2000, provided that Brookstreet exercises the Option as to all such
90,000 shares before 5:00 p.m. on March 10, 2000. The Option shall vest
and become exercisable as to the remaining 90,000 shares of Common
Stock (or as to all 180,000 shares of Common Stock if the Option is not
timely exercised pursuant to the preceding sentence) in twelve equal
monthly installments commencing on February 3, 2000.
2. REGISTRATION RIGHTS. The following paragraph shall be added to the
Agreement as Section 15:
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15. REGISTRATION RIGHTS. The Company shall, at its
sole expense, file with the Securities and Exchange Commission ("SEC")
no later than 90 days from the date of exercise of the initial 90,000
Options a registration statement covering all of the shares of Common
Stock underlying the 180,000 Options ("Registration Statement") and to
use its best efforts to cause such Registration Statement to be
declared effective by the SEC as soon thereafter as possible.
3. NOTICES. Section 13 of the Agreement is hereby amended by deleting
the existing Section 13 in its entirety and substituting in lieu thereof the
following:
"13. NOTICES. All notices, requests, consents and other
communications under this Agreement shall be in writing and shall be
delivered by hand or mailed by first class certified or registered
mail, return receipt requested, postage prepaid:
(a) If to the Company: Telenetics Corporation, 25111
Arctic Ocean, Lake Forest, California 92630, Attention:
President;
(b) If to Brookstreet: Brookstreet Securities
Corporation, 2361 Campus Drive, Suite 210, Irvine, California
92715."
Notices provided in accordance with this Section 13 shall be deemed delivered
upon personal delivery or three business days after deposit in the mail
addressed to the intended recipient as set forth herein.
4. CONFIRMATION OF AGREEMENT. Except as amended by this Amendment, the
Agreement shall remain in effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives as of the date first above
written.
TELENETICS CORPORATION
By: /S/ Michael A. Armani
----------------------------
Michael A. Armani, President
BROOKSTREET SECURITIES CORPORATION
By: /S/ Stanley C. Brooks
----------------------------
Stanley C. Brooks, President
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