AMENDMENT TO BYLAWS
In accordance with Article IX, Section 2 of the Restated and Amended Bylaws
of Telenetics Corporation, a California corporation (the "Corporation"), by
unanimous approval at a special meeting of the Board of Directors of the
Corporation held on September 8, 2000, Article III of the Corporation's Restated
and Amended Bylaws has been amended effective as of September 8, 2000 to add the
following Section 16:
"Section 16. Chairman Emeritus. The Board of Directors may appoint one of
its members as a Chairman Emeritus who shall have such duties and obligations as
may be specifically prescribed the Board of Directors from time to time."
The remainder of the Corporation's Restated and Amended Bylaws, as amended
by that certain amendment dated effective as of June 6, 2000, remain in full
force and effect.
