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EXHIBIT 4.46


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("1933 ACT"), OR ANY STATE SECURITIES LAWS AND SHALL NOT
BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED, WHETHER OR
NOT FOR CONSIDERATION, BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF
A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH
OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, IN EITHER
CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933
ACT AND APPLICABLE STATE SECURITIES LAWS.

                             TELENETICS CORPORATION

                          Common Stock Purchase Warrant
                                       to
                           Purchase ___________ Shares
                                       of
                                  Common Stock

                This Common Stock Purchase Warrant is issued to:

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                                 --------------
                                 --------------

by TELENETICS CORPORATION, a California corporation (hereinafter called the
"Company," which term shall include its successors and assigns).

         FOR VALUE RECEIVED and subject to the terms and conditions hereinafter
set out, the registered holder of this Warrant as set forth on the books and
records of the Company (the "Holder") is entitled upon surrender of this Warrant
to purchase from the Company ________________ (__________) fully paid and
nonassessable shares of common stock, no par value per share (the "Common
Stock"), at the Exercise Price (as defined below) per share.

         This Warrant shall expire at the close of business on June 30, 2004
(the "Expiration Date").

         1. (a) The right to purchase shares of Common Stock represented by this
Warrant may be exercised by the Holder, in whole or in part, by the surrender of
this Warrant (properly endorsed if required) at the principal office of the
Company at 25111 Arctic Ocean, Lake Forest, California 92630 (or such other
office or agency of the Company as it may designate by notice in writing to the
Holder at the address of the Holder appearing on the books of the Company), and
upon payment to the Company, by cash or by certified check or bank draft, of the
Exercise Price for such shares. The Company agrees that the shares of Common
Stock so purchased shall be deemed to be issued to the Holder as the record
owner of such shares of Common Stock as of the close of business on the date on
which this Warrant shall have been surrendered and payment shall have been made
for such shares of Common Stock as aforesaid. Certificates for the shares of
Common Stock so purchased (together with a cash adjustment in lieu of any
fraction of a share) shall be delivered to the Holder within a reasonable time

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after the rights represented by this Warrant shall have been so exercised, and,
unless this Warrant has expired, a new Warrant representing the number of shares
of Common Stock, if any, with respect to which this Warrant shall not then have
been exercised, in all other respects identical with this Warrant, shall also be
issued and delivered to the Holder within such time, or, at the request of the
Holder, appropriate notation may be made on this Warrant and the same returned
to the Holder.

                  (b) This Warrant may be exercised to acquire, from and after
the date hereof, the number of shares of Common Stock set forth on the first
page hereof (subject to adjustments described in this Warrant); provided,
however, that the right hereunder to purchase such shares of Common Stock shall
expire at the close of business on the Expiration Date.

         2. This Warrant is being issued by the Company pursuant to an agreement
between the Company and the Holder pursuant to the Company's Note Extension
offer letter agreement dated as of June 27, 2001 and accepted in writing by the
Holder (collectively the "Agreement").

         3. The Company covenants and agrees that all Common Stock upon issuance
against payment in full of the Exercise Price by the Holder pursuant to this
Warrant will be validly issued, fully paid and nonassessable. The Company
further covenants and agrees that during the period within which the rights
represented by this Warrant may be exercised, the Company will have at all times
authorized, and reserved for the purpose of issue or transfer upon exercise of
the rights evidenced by this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant, and
will procure at its sole expense upon each such reservation of shares the
listing thereof (subject to issuance or notice of issuance) on all stock
exchanges on which the Common Stock is then listed or inter-dealer trading
systems on which the Common Stock is then traded. The Company will take all such
action as may be necessary to assure that such shares of Common Stock may be so
issued without violation of any applicable law or regulation, or of any
requirements of any national securities exchange upon which the Common Stock may
be listed or inter-dealer trading system on which the Common Stock is then
traded. The Company will not take any action which would result in any
adjustment in the number of shares of Common Stock purchasable hereunder if the
total number of shares of Common Stock issuable pursuant to the terms of this
Warrant after such action upon full exercise of this Warrant and, together with
all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of
Common Stock then outstanding, would exceed the total number of shares of Common
Stock then authorized by the Company's Restated and Amended Articles of
Incorporation, as then amended.

         4. The initial exercise price is $_____ per share of Common Stock
("Initial Exercise Price"). The Initial Exercise Price shall be adjusted as
provided for below in this Section 4 (the Initial Exercise Price, and the
Initial Exercise Price, as thereafter then adjusted, shall be referred to as the
"Exercise Price") and the Exercise Price from time to time shall be further
adjusted as provided for below in this Section 4. Upon each adjustment of the
Exercise Price, the Holder shall thereafter be entitled to receive upon exercise
of this Warrant, at the Exercise Price resulting from such adjustment, the
number of shares of Common Stock obtained by (i) multiplying the Exercise Price
in effect immediately prior to such adjustment by the number of shares of Common
Stock purchasable hereunder immediately prior to such adjustment, and (ii)
dividing the product thereof by the Exercise Price resulting from such
adjustment. The Exercise Price shall be adjusted as follows:

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                  (i) In the case of any amendment to the Company's Restated and
         Amended Articles of Incorporation to change the designation of the
         Common Stock or the rights, privileges, restrictions or conditions in
         respect to the Common Stock or division of the Common Stock, this
         Warrant shall be adjusted so as to provide that upon exercise thereof,
         the Holder shall receive, in lieu of each share of Common Stock
         theretofore issuable upon such exercise, the kind and amount of shares,
         other securities, money and property receivable upon such designation,
         change or division by the Holder issuable upon such exercise had the
         exercise occurred immediately prior to such designation, change or
         division. This Warrant shall be deemed thereafter to provide for
         adjustments that shall be as nearly equivalent as may be practicable to
         the adjustments provided for in this Section 4. The provisions of this
         Subsection 4(i) shall apply in the same manner to successive
         reclassifications, changes, consolidations and mergers.

                  (ii) If the Company shall at any time subdivide its
         outstanding shares of Common Stock into a greater number of shares of
         Common Stock, or declare a dividend or make any other distribution upon
         the Common Stock payable in shares of Common Stock, the Exercise Price
         in effect immediately prior to such subdivision or dividend or other
         distribution shall be proportionately reduced, and conversely, in case
         the outstanding shares of Common Stock shall be combined into a smaller
         number of shares of Common Stock, the Exercise Price in effect
         immediately prior to such combination shall be proportionately
         increased.

                  (iii) If any capital reorganization or reclassification of the
         capital stock of the Company, or any consolidation or merger of the
         Company with or into another corporation or other entity, or the sale
         of all or substantially all of the Company's assets to another
         corporation or other entity shall be effected in such a way that
         holders of shares of Common Stock shall be entitled to receive stock,
         securities, other evidence of equity ownership or assets with respect
         to or in exchange for shares of Common Stock, then, as a condition of
         such reorganization, reclassification, consolidation, merger or sale
         (except as otherwise provided below in this Section 4), lawful and
         adequate provisions shall be made whereby the Holder shall thereafter
         have the right to receive upon the exercise hereof upon the basis and
         upon the terms and conditions specified herein, such shares of stock,
         securities, other evidence of equity ownership or assets as may be
         issued or payable with respect to or in exchange for a number of
         outstanding shares of such Common Stock equal to the number of shares
         of Common Stock immediately theretofore purchasable and receivable upon
         the exercise of this Warrant under this Section 4 had such
         reorganization, reclassification, consolidation, merger or sale not
         taken place, and in any such case appropriate provisions shall be made
         with respect to the rights and interests of the Holder to the end that
         the provisions hereof (including, without limitation, provisions for
         adjustments of the Exercise Price and of the number of shares of Common
         Stock receivable upon the exercise of this Warrant) shall thereafter be
         applicable, as nearly as may be, in relation to any shares of stock,


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         securities, other evidence of equity ownership or assets thereafter
         deliverable upon the exercise hereof (including an immediate
         adjustment, by reason of such consolidation or merger, of the Exercise
         Price to the value for the Common Stock reflected by the terms of such
         consolidation or merger if the value so reflected is less than the
         Exercise Price in effect immediately prior to such consolidation or
         merger). Subject to the terms of this Warrant, in the event of a merger
         or consolidation of the Company with or into another corporation or
         other entity as a result of which the number of shares of common stock
         of the surviving corporation or other entity issuable to holders of
         Common Stock, is greater or lesser than the number of shares of Common
         Stock outstanding immediately prior to such merger or consolidation,
         then the Exercise Price in effect immediately prior to such merger or
         consolidation shall be adjusted in the same manner as though there were
         a subdivision or combination of the outstanding shares of Common Stock.

                  (iv) In case the Company shall, at any time prior to exercise
         of this Warrant, consolidate or merge with any other corporation or
         other entity (where the Company is not the surviving entity) or
         transfer all or substantially all of its assets to any other
         corporation or other entity, then the Company shall, as a condition
         precedent to such transaction, cause effective provision to be made so
         that the Holder of this Warrant upon the exercise of this Warrant after
         the effective date of such transaction shall be entitled to receive the
         kind and amount of shares, evidences of indebtedness and/or other
         securities or property receivable on such transaction by a holder of
         the number of shares of Common Stock as to which this Warrant was
         exercisable immediately prior to such transaction (without giving
         effect to any restriction upon such exercise); and, in any such case,
         appropriate provision shall be made with respect to the rights and
         interest of the Holder of this Warrant to the end that the provisions
         of this Warrant shall thereafter be applicable (as nearly as may be
         practicable) with respect to any shares, evidences of indebtedness or
         other securities or assets thereafter deliverable upon exercise of this
         Warrant.

                  Whenever the Exercise Price shall be adjusted pursuant to this
Section 4, the Company shall issue a certificate signed by its President or Vice
President and by its Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary, setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board of
Directors of the Company made any determination hereunder), and the Exercise
Price after giving effect to such adjustment, and shall cause copies of such
certificates to be mailed (by first-class mail, postage prepaid) to the Holder
of this Warrant.

                  No fractional shares of Common Stock shall be issued in
connection with any exercise of this Warrant, but in lieu of such fractional
shares, the Company shall make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Exercise Price then in
effect.

         5. This Warrant need not be changed because of any change in the
Exercise Price or in the number of shares of Common Stock purchased hereunder.

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         6. The terms defined in this paragraph, whenever used in this Warrant,
shall, unless the context otherwise requires, have the respective meanings
hereinafter specified. The term "Common Stock" shall mean and include the
Company's common stock, no par value per share, authorized on the date of the
original issue of this Warrant and shall also include in case of any
reorganization, reclassification, consolidation, merger or sale of assets of the
character referred to in Section 4 hereof, the stock, securities or assets
provided for in such paragraph. The term "Company" shall also include any
successor corporation to Telenetics Corporation by merger, consolidation or
otherwise. The term "outstanding" when used with reference to Common Stock shall
mean at any date as of which the number of shares thereof is to be determined,
all issued shares of Common Stock, except shares then owned or held by or for
the account of the Company. The term "1933 Act" shall mean the Securities Act of
1933, as amended, or any successor federal statute, and the rules and
regulations of the Securities and Exchange Commission, or any other federal
agency then administering the 1933 Act, thereunder, all as the same shall be in
effect at the time.

         7. This Warrant is exchangeable, upon the surrender hereby by the
Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares of Common Stock which may be subscribed for and purchased hereunder,
each of such new Warrants to represent the right to subscribe for and purchase
such number of shares of Common Stock as shall be designated by the Holder at
the time of such surrender. Upon receipt of evidence satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant or any such new
Warrants and, in the case of any such loss, theft, or destruction, upon delivery
of a bond of indemnity, reasonably satisfactory to the Company, or, in the case
of any such mutilation, upon surrender or cancellation of this Warrant or such
new Warrants, the Company will issue to the Holder a new Warrant of like tenor,
in lieu of this Warrant or such new Warrants, representing the right to
subscribe for and purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder.

         8. The Company will at no time close its transfer books against the
transfer of this Warrant or of any shares of Common Stock issued or issuable
upon the exercise of this Warrant in any manner which interferes with the timely
exercise of this Warrant. This Warrant shall not entitle the Holder to any
voting rights or any rights as a shareholder of the Company. The rights and
obligations of the Company, of the Holder, and of any holder of shares of Common
Stock issuable hereunder, shall survive the exercise of this Warrant.

         9. This Warrant and the Agreement set forth the entire agreement of the
Company and the Holder of the Common Stock issuable upon the exercise of this
Warrant with respect to the rights of the Holder and the Common Stock issuable
upon the exercise of this Warrant. To the extent there is any conflict or
inconsistency between the terms of this Warrant and the terms of the Agreement,
the terms of this Warrant shall control.

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         10. The validity, interpretation and performance of this Warrant and
each of its terms and provisions shall be governed by the laws of the State of
California, without regard to choice of law principles.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer under its corporate seal on ____________, 2002, to
memorialize the grant of this Warrant that occurred as of the date of the
Agreement.

                                     TELENETICS CORPORATION

                                     By:
                                         ---------------------------------------
                                         Shala Shashani, Chief Executive Officer


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