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EXHIBIT 10.2

                             TELENETICS CORPORATION

                        Promissory Note Due July 7, 2003

$250,000.00                                              Lake Forest, California
                                                                   June 20, 2003

         FOR VALUE RECEIVED, the undersigned, Telenetics Corporation, a
California corporation (the "COMPANY"), hereby promises to pay to DOLPHIN
OFFSHORE PARTNERS L.P. the principal sum of Two Hundred Fifty Thousand Dollars
($250,000.00), together with interest on the unpaid principal amount hereof at
the rate of One and One Half Percent (1.5%) per week.

         1. PAYMENTS OF PRINCIPAL AND INTEREST. Interest on the unpaid principal
portion of this Note will accrue at a rate of One and One Half Percent (1.5%)
per week from the date hereof, payable weekly in arrears. The Company shall
immediately pay over absolutely to the Holder Five-Sixth (5/6) of all
collections of accounts receivable due from Motorola to the Company. Any unpaid
principal balance and accrued but unpaid interest shall be due and payable in
full on July 7, 2003. The undersigned may prepay all or part of the outstanding
principal balance of this Note, together with all accrued but unpaid interest
thereon, only in accordance with this Note. All payments of principal of and
interest on this Note shall be in such coin or currency of the United States of
America as at the time of payment shall be legal tender for payment of public
and private debts.

         2. DEFAULT.

                  2.1 EVENTS OF DEFAULT. If any of the following events (herein
called "EVENTS OF DEFAULT") shall occur:

                  (a) the Company shall default in the payment of any part of
the principal of this Note;

                  (b) the Company shall default in the payment of any
installment of interest on this Note for more than three (3) days after the same
shall become due and payable;

                  (c) the Company shall breach or default in the performance of
any covenant or warranty of the Company in this Note, and continuance of such
breach for a period of thirty (30) days after there has been given, by
registered or certified mail, to the Company by the holder of this Note, a
written notice specifying such breach or default and requiring it to be
remedied;

                  (d) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Company in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company or for any
substantial part of its property, or ordering the winding-up or liquidation of
its affairs, and such decree or order shall remain unstayed and in effect for a
period of sixty (60) consecutive days; or


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                  (e) the Company shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, shall consent to the entry of an order for relief in an involuntary case
under any such law, or shall consent to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of the Company or for any substantial part of its property, or
shall make any general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any corporate
action in furtherance of any of the foregoing;

then and in any such event the holder of this Note may at any time (unless all
defaults theretofore or thereupon shall have been remedied) at its option, by
written notice to the Company, declare this Note to be due and payable,
whereupon the same shall forthwith mature and become due and payable without
presentment, demand, protest or other notice, all of which are hereby waived.

                  2.2 REMEDIES ON AND NOTICES OF DEFAULT. Subject to the
provisions of SECTION 3, in case any one or more Events of Default shall occur,
the holder of this Note may proceed to protect and enforce the rights of such
holder by a suit in equity, action at law or other appropriate proceeding,
whether for the specific performance of any agreement contained in this Note, or
for an injunction against a violation of any of the terms or provisions hereof
or thereof, or in aid of the exercise of any power granted hereby or thereby or
by law. In case of a default under this Note, the Company will pay to the holder
of this Note such further amount as shall be sufficient to cover the reasonable
cost and expense of enforcement, including, without limitation, reasonable
attorneys' fees. If the holder of this Note shall give any notice or take any
other action in respect of a claimed default, the Company shall forthwith give
written notice thereof to all other holders of similarly subordinated notes at
the time outstanding, describing the notice or action and the nature of the
claimed default. No course of dealing and no delay on the part of any holder of
this Note in exercising any right shall operate as a waiver thereof or otherwise
prejudice such holder's rights or the rights of the holder of any similarly
subordinated notes. No remedy conferred by this Note upon the holder shall be
exclusive of any other remedy referred to herein or now or hereafter available
at law, in equity, by statute or otherwise.

         3. COVENANTS.

                  (a) The Company will duly and punctually pay the principal of
and interest on this Note in accordance with the terms of this Note.

                  (b) The Company (or any successor by merger, consolidation or
otherwise) will do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence and franchises; PROVIDED,
HOWEVER, that the Company shall not be required to preserve any right or
franchise if the Board of Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and that the loss thereof is not disadvantageous in any material
respect to the holder of this Note.

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         4. MISCELLANEOUS.

                  (a) This Note shall be governed by and construed in accordance
with the laws of the State of California. Any dispute, action, litigation or
other proceeding concerning this Note shall be brought and maintained in the
state or federal courts having jurisdiction over and located in County Orange,
State of California. If any one or more of the provisions contained in this Note
shall for any reason be found by a court of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, the parties agree that such
court may modify such provision to the extent necessary to make it valid, legal
and enforceable. In any event, such provision shall be separable and shall not
limit or affect the validity, legality or enforceability of any other provision
hereunder.

                  (b) If this Note is collected by law or through an attorney
for collection or enforcement, the holder hereof shall be entitled to collect
reasonable attorneys' fees and all costs of collection from the Company. The
Company hereby waives presentment for payment, notice of nonpayment, protest and
notice of protest.

                  (c) Unless otherwise specifically stated herein, all notices,
demands, payments or other communications to be given or delivered pursuant to
this Note shall be in writing and shall be given to the Company at its principal
executive offices and to the holder of this Note at the holder's last known
address as shown in the records of the Company.

                  (d) All of the covenants contained herein shall bind the
Company, its successors and assigns. This Note and any rights related thereto
may not be assigned by the holder of this Note to any third party, and this Note
is non-negotiable and may not be transferred by endorsement or delivery.

         IN WITNESS WHEREOF, the Company has executed and delivered this Note on
the date first written above.

                                              TELENETICS CORPORATION


                                              By: /s/ David Stone
                                                  ------------------------------
                                                  David Stone, President and
                                                  Chief Financial Officer


                                PERSONAL GUARANTY

I David Stone, the undersigned, do hereby unconditionally personally guarantee
the full and timely performance of this promissory note and all amounts due
hereunder.



                                                  /s/ David Stone
                                                  ------------------------------
                                                  David Stone, An Individually


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