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EXHIBIT 4.44

May 31, 2001

VIA FACSIMILE AND
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FIRST CLASS MAIL
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              Re:      Note Extension or Conversion
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Dear           :

         We are writing in regard to the note payable to you by Telenetics
Corporation ("Telenetics"). As you are aware, Telenetics has not been able to
repay the note payable to you at the original due date. We regret that
Telenetics' liquidity challenges do not allow us to give you a firm date for
repayment in the near term. Accordingly, we would like to offer you two
alternatives as to the principal balance owed to you that may be more desirable
than the current situation. We appreciate your patience in this matter as we
strive to reposition Telenetics for a return to profitability. By this letter,
Telenetics desires to offer you the opportunity to take advantage of either of
the following two options in lieu of repayment of the Note under its current
terms:

         Option 1.         Extension of the Note.
                           ---------------------

                  a. The maturity date of the Note would be extended to January
1, 2003; and

                  b. The interest rate of the Note would be increased by two
percentage points per annum; and

                  c. You would receive a three-year warrant to purchase one
share of common stock for each $5.00 of the current principal amount of the
Note. The warrant would have an initial exercise price of $1.00 per share, would
be subject to adjustment for stock splits, recapitalizations, mergers and
consolidations and would carry piggyback registration rights, subject to certain
restrictions.

         2.       Option 2.     Conversion of Note into Shares of Common Stock.
                                ----------------------------------------------

                  a. The entire outstanding principal and interest would be
converted into shares of common stock of Telenetics at a conversion price of
$0.70 per share; and

                  b. You would receive two three-year warrants to purchase one
share of common stock for each $5.00 of the current principal amount of the
Note. The first warrant would have an initial exercise price of $0.70 per share
and the second warrant would have an initial exercise price of $1.00 per share.
Each warrant would be subject to adjustment for stock splits, recapitalizations,
mergers and consolidations; and would carry piggyback registration rights
subject to certain restrictions.

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         Enclosed for your review in connection with your decision whether to
accept or decline Option 1 or Option 2 are copies of the latest Telenetics
annual report on Form 10-KSB and quarterly report on Form 10-QSB. Additional
reports and documents filed by Telenetics with the Securities and Exchange
Commission are available free-of-charge by the contacting the undersigned at
Telenetics or by accessing the Securities and Exchange Commission web site at
http://www.sec.gov. Telenetics encourages you to review the enclosures,
particularly the "Risk Factors" described in the enclosures, and to consult with
your professional advisors to the extent you deem appropriate when making your
decision.

         To accept either Option 1 or Option 2, please indicate below and return
it to the undersigned on or before ________________, 2002. Upon receipt, we will
send you the appropriate documentation to complete the transaction. If you do
not return the executed subscription agreement on or prior to that date, or if
you do not currently qualify as an accredited investor, Telenetics will continue
to make the required interest payments on the Note and will repay the remaining
principal balance of the Note as Telenetics becomes able.

         Telenetics thanks you for your consideration of the above options and
for your continued patience and support.

                                                 Sincerely,

                                                 TELENETICS CORPORATION



                                                 Shala Shashani Lutz, President
                                                 and CEO

Name:                                            Amount of Note:
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Please check option:    Option 1:                Option 2:
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Signature:
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