TELENETICS CORP
S-3, EX-4.8, 2000-07-25
TELEPHONE & TELEGRAPH APPARATUS
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                       FIRST AMENDMENT TO LETTER AGREEMENT

         THIS FIRST AMENDMENT TO LETTER AGREEMENT (this "Amendment") is entered
into effective as of January 3, 2000, by and between TELENETICS CORPORATION, a
California corporation (the "Company"), and M.H. MEYERSON & CO., INC.
("Meyerson").

                                 R E C I T A L S

         A. Effective as of January 3, 2000, the Company and Meyerson entered
into a letter agreement (the "Agreement") pursuant to which Meyerson agreed to
perform investment banking services on a non-exclusive basis for the Company on
the terms set forth in the Agreement.

         B. The Agreement uses the dates December 13, 1999 and December 13, 2004
as key dates; however, the Company and Meyerson intended that such dates would
be January 3, 2000 and January 3, 2005, respectively.

         C. The Company and Meyerson desire to amend the terms of the Agreement
to correct this discrepancy.

                                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. All references in the Agreement to "December 13, 1999" are hereby
amended to read "January 3, 2000."

         2. All references in the Agreement to "December 13, 2004" are hereby
amended to read "January 3, 2005."

         3. The reference in paragraph four to "December November 13, 2004" is
hereby amended to read "January 3, 2005."

         4. Except as amended by this Amendment, the Agreement shall remain
unchanged.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives on March 17, 2000, to be
effective as of the date first above written.

TELENETICS CORPORATION                  M.H. MEYERSON & CO., INC.


By: /S/ Michael A. Armani               By: /S/ Michael Silvestri
    ----------------------------            ----------------------------
    Michael A. Armani, President            Michael Silvestri, President



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