<PAGE>

                                                                    EXHIBIT 10.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE REASONABLY
ACCEPTABLE TO THE MAKER) IN THE FORM, SUBSTANCE AND SCOPE REASONABLY
SATISFACTORY TO THE MAKER THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE
SECURITIES LAWS.

                             TELENETICS CORPORATION

               Second Amended and Restated Secured Promissory Note
                               due March 31, 2007

No. N-________                                                   $______________
Dated: September 30, 2004

         For value received, TELENETICS CORPORATION, a California corporation
(the "MAKER"), hereby promises to pay to the order of
[_________________________] (together with its successors, representatives, and
permitted assigns, the "HOLDER"), in accordance with the terms hereinafter
provided, the principal amount of [_________________________________] Dollars
($_________________), together with interest thereon. Concurrently with the
issuance of this Note, the Maker is issuing separate notes (the "OTHER NOTES")
to separate holders (the "OTHER HOLDERS") pursuant to Amendment No. 1 to the
Purchase Agreement (as defined in SECTION 1.1 hereof). This Note and the Other
Notes collectively are referred to herein as the "SECOND AMENDED NOTES." The
Holder and the Other Holders collectively are referred to herein as the "SECOND
AMENDED NOTEHOLDERS."

         All payments under or pursuant to this Note shall be made in United
States Dollars in immediately available funds to the Holder at the address of
the Holder first set forth above or at such other place as the Holder may
designate from time to time in writing to the Maker or by wire transfer of funds
to the Holder's account, instructions for which are attached hereto as EXHIBIT
A.

                                    ARTICLE I
                                PAYMENT; SECURITY
                                -----------------

         Section 1.1 PURCHASE AGREEMENT. This Note has been executed and
delivered pursuant to Amendment No. 1 to the Amended and Restated Note and
Warrant Purchase Agreement and Amended and Restated Registration Rights
Agreement, dated as of September 30, 2004 (the "AMENDMENT NO. 1 TO THE PURCHASE
AGREEMENT"), by and between the Maker, the Holder and the Other Holders.
Capitalized terms used and not otherwise defined herein shall have the meanings
set forth for such terms in the Amended and Restated Note and Warrant Purchase
Agreement dated as of March 1, 2003 (the "PURCHASE AGREEMENT").





<PAGE>

         Section 1.2 PAYMENTS OF PRINCIPAL AND INTEREST. Beginning on October 1,
2005, the outstanding principal balance of this Note shall bear simple interest
at a rate per annum equal to six percent (6%), payable in equal quarterly
installments in arrears unless prepaid as provided herein. Payments of principal
and interest shall be payable in cash as follows:

                  (a) Interest payments hereunder shall be paid quarterly, in
         arrears, by the Maker to the Holder on March 31, June 30, September 30
         and December 31 of each year so long as any balance of principal and
         interest of this Note remains outstanding. The first interest payment
         shall be due on December 31, 2005 (which payment shall represent all
         accrued interest from October 1, 2005 through December 31, 2005); and

                  (b) Any remaining outstanding balance of principal and
         interest of this Note shall be due and payable on March 31, 2007 (the
         "MATURITY DATE") or at such earlier time as provided herein.

         Upon the occurrence of an Event of Default (as defined in SECTION 2.1
hereof), then, to the extent permitted by law, the Maker will pay interest to
the Holder, payable on demand, on the outstanding principal balance of the Note
from the date of the Event of Default until such Event of Default is cured at
the rate of the lesser of nine percent (9%) above the interest rate then in
effect and the maximum applicable legal rate per annum.

         Section 1.3 SECURITY AGREEMENT. The obligations of the Maker hereunder
shall be secured by, and the Holder shall be entitled to the rights and security
granted by the Maker pursuant to, the Amended and Restated Security Agreement
dated as of March 1, 2003 by the Maker for the benefit of the Holder (the
"SECURITY AGREEMENT").

         Section 1.4 PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be
made shall be due on a Saturday, Sunday or a public holiday under the laws of
the State of New York, such payment may be due on the next succeeding business
day and such next succeeding day shall be included in the calculation of the
amount of accrued interest payable on such date.

         Section 1.5 TRANSFER. This Note may be transferred or sold, subject to
the provisions of SECTION 4.8 of this Note and the provisions of the other
Transaction Documents (as defined in the Purchase Agreement), or pledged,
hypothecated or otherwise granted as security by the Holder.

         Section 1.6 REPLACEMENT. Upon receipt of a duly executed, notarized and
unsecured written statement from the Holder with respect to the loss, theft or
destruction of this Note (or any replacement hereof), and without requiring an
indemnity bond or other security, or, in the case of a mutilation of this Note,
upon surrender and cancellation of such Note, the Maker shall issue a new Note,
of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated
Note.

                                      -2-





<PAGE>

                                   ARTICLE II
                           EVENTS OF DEFAULT; REMEDIES
                           ---------------------------

         Section 2.1 EVENTS OF DEFAULT. The occurrence of any of the following
events shall be an "EVENT OF DEFAULT" under this Note:

                  (a) the Maker shall fail to make any payment of principal in
         cash for a period of three (3) days after the date such principal
         payment is due hereunder; or

                  (b) the Maker shall fail to make any payment of interest in
         cash for a period of five (5) days after the date such interest payment
         is due hereunder; or

                  (c) the Maker shall fail to make the payment of any fees
         and/or liquidated damages under this Note or the Purchase Agreement,
         which failure is not remedied within seven (7) business days after the
         incurrence thereof; or

                  (d) default shall be made in the performance or observance by
         the Maker of (i) any material covenant, condition or agreement
         contained in this Note (other than as set forth in clause (d)(ii) of
         this SECTION 2.1) and such default is not fully cured within five (5)
         business days after the occurrence thereof or (ii) any material
         covenant, condition or agreement contained in the Purchase Agreement
         (and any amendments thereto), the Security Agreement or the Other Notes
         which is not covered by any other provisions of this SECTION 2.1 and
         such default is not fully cured within seven (7) business days after
         the occurrence thereof; or

                  (e) any material representation or warranty made by the Maker
         herein or in the Purchase Agreement or the Security Agreement shall
         prove to have been false or incorrect or breached in a material respect
         on the date as of which made; or

                  (f) the Maker shall issue any debt securities which are not
         subordinate to this Note and the Other Notes and are not on such terms
         as are acceptable to the Holders of a majority of the outstanding
         principal amount of this Note and the Other Notes purchased under the
         Amendment No. 1 to the Purchase Agreement; or

                  (g) the consummation of any of the following transactions: (i)
         the consolidation, merger or other business combination of the Maker
         with or into a person or entity (other than (A) pursuant to a migratory
         merger effected solely for the purpose of changing the jurisdiction of
         incorporation of the Maker, or (B) a consolidation, merger or other
         business combination in which holders of the Maker's voting power
         immediately prior to the transaction continue after the transaction to
         hold, directly or indirectly, the voting power of the surviving entity
         or entities necessary to elect a majority of the members of the board
         of directors (or their equivalent if other than a corporation) of such
         entity or entities); (ii) the sale or transfer of all or substantially
         all of the Maker's assets; or (iii) the consummation of a purchase,
         tender or exchange offer made to the holders of more than 30% of the
         outstanding shares of Common Stock; or

                                      -3-





<PAGE>

                  (h) the Maker shall (i) default in any payment of any amount
         or amounts of principal of or interest on any payment of a secured debt
         (other than the indebtedness hereunder and other than any debt of the
         Company to Corlund Electronics or any of its affiliates, parents,
         subsidiaries or successors-in-interest) the aggregate principal amount
         of which payment is in excess of $100,000 (collectively, "SECURED
         INDEBTEDNESS"), or (ii) default in the observance or performance of any
         other agreement or condition relating to any Secured Indebtedness or
         contained in any instrument or agreement evidencing, securing or
         relating thereto, or any other event shall occur or condition exist,
         the effect of which default or other event or condition is to cause, or
         to permit the holder or holders or beneficiary or beneficiaries of such
         Secured Indebtedness to cause with the giving of notice if required,
         such Secured Indebtedness to become due prior to its stated maturity;
         or

                  (i) the Maker shall (i) apply for or consent to the
         appointment of, or the taking of possession by, a receiver, custodian,
         trustee or liquidator of itself or of all or a substantial part of its
         property or assets, (ii) make a general assignment for the benefit of
         its creditors, (iii) commence a voluntary case under the United States
         Bankruptcy Code (as now or hereafter in effect) or under the comparable
         laws of any jurisdiction (foreign or domestic), (iv) file a petition
         seeking to take advantage of any bankruptcy, insolvency, moratorium,
         reorganization or other similar law affecting the enforcement of
         creditors' rights generally, (v) acquiesce in writing to any petition
         filed against it in an involuntary case under United States Bankruptcy
         Code (as now or hereafter in effect) or under the comparable laws of
         any jurisdiction (foreign or domestic), or (vi) take any action under
         the laws of any jurisdiction (foreign or domestic) analogous to any of
         the foregoing; or

                  (j) a proceeding or case shall be commenced in respect of the
         Maker, without its application or consent, in any court of competent
         jurisdiction, seeking (i) the liquidation, reorganization, moratorium,
         dissolution, winding up, or composition or readjustment of its debts,
         (ii) the appointment of a trustee, receiver, custodian, liquidator or
         the like of it or of all or any substantial part of its assets in
         connection with the liquidation or dissolution of the Maker or (iii)
         similar relief in respect of it under any law providing for the relief
         of debtors, and such proceeding or case described in clause (i), (ii)
         or (iii) shall continue undismissed, or unstayed and in effect, for a
         period of sixty (60) days or any order for relief shall be entered in
         an involuntary case under United States Bankruptcy Code (as now or
         hereafter in effect) or under the comparable laws of any jurisdiction
         (foreign or domestic) against the Maker or action under the laws of any
         jurisdiction (foreign or domestic) analogous to any of the foregoing
         shall be taken with respect to the Maker and shall continue
         undismissed, or unstayed and in effect for a period of sixty (60) days;
         or

                  (k) the occurrence of an Event of Default under the Other
         Notes.

         Section 2.2 REMEDIES UPON AN EVENT OF DEFAULT. If an Event of Default
shall have occurred and shall be continuing, the Holder of this Note may at any
time at its option (a) declare the entire unpaid principal balance of this Note,
together with all interest accrued hereon, due and payable, and thereupon, the
same shall be accelerated and so due and payable, without presentment, demand,
protest, or notice, all of which are hereby expressly unconditionally and
irrevocably waived by the Maker; provided, however, that upon the occurrence of
an Event of Default described in (i) SECTIONS 2.1(h), (i) or (j), the
outstanding principal balance and accrued interest hereunder shall be

                                      -4-





<PAGE>

automatically due and payable, and (ii) SECTIONS 2.1 (c)-(g), the Holder may
demand the prepayment of this Note pursuant to SECTION 3.1(a) hereof, or (b)
exercise or otherwise enforce any one or more of the Holder's rights, powers,
privileges, remedies and interests under this Note, the Purchase Agreement (or
any amendments thereto), the Security Agreement or applicable law. No course of
delay on the part of the Holder shall operate as a waiver thereof or otherwise
prejudice the right of the Holder. No remedy conferred hereby shall be exclusive
of any other remedy referred to herein or now or hereafter available at law, in
equity, by statute or otherwise.

                                   ARTICLE III
                                   PREPAYMENT
                                   ----------

Section 3.1       PREPAYMENT.

                  (a) PREPAYMENT UPON AN EVENT OF DEFAULT. Notwithstanding
         anything to the contrary contained herein, upon the occurrence of an
         Event of Default described in SECTIONS 2.1(c)-(g) hereof, the Holder
         shall have the right, at such Holder's option, to require the Maker to
         prepay all or a portion of this Note at a price equal to the Triggering
         Event Prepayment Price (as defined in SECTION 3.1(c) below) applicable
         at the time of such request. Nothing in this SECTION 3.1(a) shall limit
         the Holder's rights under SECTION 2.2 hereof.

                  (b) PREPAYMENT OPTION UPON MAJOR TRANSACTION. In addition to
         all other rights of the holder of this Note contained herein,
         simultaneous with the occurrence of a Major Transaction (as defined
         below), the holder of this Note shall have the right, at such holder's
         option, to require the Maker to prepay all or a portion of such
         holder's Notes at a price equal to the 130% of the aggregate principal
         amount of the Notes (the "MAJOR TRANSACTION PREPAYMENT PRICE").

                  (c) PREPAYMENT OPTION UPON TRIGGERING EVENT. In addition to
         all other rights of the holder of this Note contained herein, after a
         Triggering Event (as defined below), the holder of this Note shall have
         the right, at such holder's option, to require the Maker to prepay all
         or a portion of such holder's Notes at a price equal to 130% of the
         aggregate principal amount of such holder's Notes (the "TRIGGERING
         EVENT PREPAYMENT PRICE").

                  (d) "MAJOR TRANSACTION." A "MAJOR TRANSACTION" shall be deemed
         to have occurred at such time as any of the following events occurs:

                           (i) the consolidation, merger or other business
                  combination of the Maker with or into another Person (as
                  defined in SECTION 4.13 hereof) (other than (A) pursuant to a
                  migratory merger effected solely for the purpose of changing
                  the jurisdiction of incorporation of the Maker or (B) a
                  consolidation, merger or other business combination in which
                  holders of the Maker's voting power immediately prior to the
                  transaction continue after the transaction to hold, directly
                  or indirectly, the voting power of the surviving entity or
                  entities necessary to elect a majority of the members of the
                  board of directors (or their equivalent if other than a
                  corporation) of such entity or entities);

                                      -5-





<PAGE>

                           (ii) the sale or transfer of all or substantially all
                  of the Maker's assets; or

                           (iii) consummation of a purchase, tender or exchange
                  offer made to the holders of more than 30% of the outstanding
                  shares of Common Stock.

                  (e) "TRIGGERING EVENT." A "TRIGGERING EVENT" shall be deemed
         to have occurred if any material representation, warranty or covenant
         made by the Maker herein or in the Purchase Agreement (and any
         amendments thereto) or the Security Agreement shall prove to have been
         false or incorrect or breached in a material respect on the date as of
         which made.

                  (f) INTENTIONALLY OMITTED.

                  (g) MECHANICS OF PREPAYMENT AT OPTION OF HOLDER UPON MAJOR
         TRANSACTION. No sooner than fifteen (15) days nor later than ten (10)
         days prior to the consummation of a Major Transaction, but not prior to
         the public announcement of such Major Transaction, the Maker shall
         deliver written notice thereof via facsimile and overnight courier
         ("NOTICE OF MAJOR TRANSACTION") to the holder of this Note and holders
         of the Other Notes. At any time after receipt of a Notice of Major
         Transaction (or, in the event a Notice of Major Transaction is not
         delivered at least ten (10) days prior to a Major Transaction, at any
         time within ten (10) days prior to a Major Transaction), any holder of
         the Notes then outstanding may require the Maker to prepay, effective
         immediately prior to the consummation of such Major Transaction, all of
         the holder's Notes then outstanding by delivering written notice
         thereof via facsimile and overnight courier ("NOTICE OF PREPAYMENT AT
         OPTION OF HOLDER UPON MAJOR TRANSACTION") to the Maker, which Notice of
         Prepayment at Option of Holder Upon Major Transaction shall indicate
         (i) the number of Notes that such holder is electing to prepay, and
         (ii) the applicable Major Transaction Prepayment Price, as calculated
         pursuant to SECTION 3.1(b) above.

                  (h) MECHANICS OF PREPAYMENT AT OPTION OF HOLDER UPON
         TRIGGERING EVENT. Within one (1) day after the occurrence of a
         Triggering Event, the Maker shall deliver written notice thereof via
         facsimile and overnight courier ("NOTICE OF TRIGGERING EVENT") to each
         holder of the Notes. At any time after the earlier of a holder's
         receipt of a Notice of Triggering Event and such holder becoming aware
         of a Triggering Event, any holder of this Note and the Other Notes then
         outstanding may require the Maker to prepay all of such holder's Notes
         on a pro rata basis by delivering written notice thereof via facsimile
         and overnight courier ("NOTICE OF PREPAYMENT AT OPTION OF HOLDER UPON
         TRIGGERING EVENT") to the Maker, which Notice of Prepayment at Option
         of Holder Upon Triggering Event shall indicate (i) the number of Notes
         that such holder is electing to prepay, and (ii) the applicable
         Triggering Event Prepayment Price, as calculated pursuant to SECTION
         3.1(c) above.

                                      -6-





<PAGE>

                  (i) INTENTIONALLY OMITTED.

                  (j) PAYMENT OF PREPAYMENT PRICE. Upon the Maker's receipt of a
         Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a
         Notice(s) of Prepayment at Option of Holder Upon Major Transaction from
         any holder of the Notes, the Maker shall immediately notify each holder
         of the Notes by facsimile of the Maker's receipt of such Notice(s) of
         Prepayment at Option of Holder Upon Triggering Event or Notice(s) of
         Prepayment at Option of Holder Upon Major Transaction and each holder
         which has sent such a notice shall promptly submit to the Maker such
         holder's certificates representing the Notes which such holder has
         elected to have prepaid. The Maker shall deliver the applicable
         Triggering Event Prepayment Price, in the case of a prepayment pursuant
         to SECTION 3.1(h), to such holder within five (5) business days after
         the Maker's receipt of a Notice of Prepayment at Option of Holder Upon
         Triggering Event and, in the case of a prepayment pursuant to SECTION
         3.1(g), the Maker shall deliver the applicable Major Transaction
         Prepayment Price immediately prior to the consummation of the Major
         Transaction; provided that a holder's original Note shall have been so
         delivered to the Maker; provided further that if the Maker is unable to
         prepay all of the Notes to be prepaid, the Maker shall prepay an amount
         from each holder of the Notes being prepaid equal to such holder's
         pro-rata amount (based on the number of Notes held by such holder
         relative to the number of Notes outstanding) of all Notes being
         prepaid. If the Maker shall fail to prepay all of the Notes submitted
         for prepayment (other than pursuant to a dispute as to the arithmetic
         calculation of the prepayment price), in addition to any remedy such
         holder of the Notes may have under this Note, the Security Agreement
         and the Purchase Agreement, then until the Maker pays such unpaid
         applicable prepayment price in full to a holder of the Notes submitted
         for prepayment, such holder shall have the option (the "VOID OPTIONAL
         PREPAYMENT OPTION") to, in lieu of prepayment, require the Maker to
         promptly return to such holder(s) all of the Notes that were submitted
         for prepayment by such holder(s) under this SECTION 3.1 and for which
         the applicable prepayment price has not been paid, by sending written
         notice thereof to the Maker via facsimile (the "VOID OPTIONAL
         PREPAYMENT NOTICE"). Upon the Maker's receipt of such Void Optional
         Prepayment Notice(s) and prior to payment of the full applicable
         prepayment price to such holder, (i) the Notice(s) of Prepayment at
         Option of Holder Upon Triggering Event or the Notice(s) of Prepayment
         at Option of Holder Upon Major Transaction, as the case may be, shall
         be null and void with respect to those Notes submitted for prepayment
         and for which the applicable prepayment price has not been paid, and
         (ii) the Maker shall immediately return any Notes submitted to the
         Maker by each holder for prepayment under this SECTION 3.1(j) and for
         which the applicable prepayment price has not been paid.

                  (k) HOLDER PREPAYMENT OPTION. At the sole option of the
         Holder, the Holder may grant the Maker the option to prepay all or any
         portion of the outstanding principal amount of this Note together with
         all accrued and unpaid interest thereon within ten (10) days of the
         Holder granting the option to the Maker. If the Maker elects to
         exercise the prepayment option, the Maker shall upon five (5) days
         prior written notice to the Holder (the "MAKER'S PREPAYMENT NOTICE")

                                      -7-





<PAGE>

         prepay all or a portion of the outstanding Notes at a price equal to
         130% of the aggregate principal amount of this Note plus any accrued
         but unpaid interest (the "MAKER'S PREPAYMENT PRICE"); PROVIDED,
         HOWEVER, that if during the period between delivery of the Maker's
         Prepayment Notice and the Maker's Prepayment Date (as defined below), a
         holder shall become entitled to deliver a Notice of Prepayment at
         Option of Holder Upon Major Transaction or Notice of Prepayment at
         Option of Holder upon Triggering Event, then such rights of the holders
         shall take precedence over the previously delivered Maker Prepayment
         Notice. The Maker's Prepayment Notice shall state the date of
         prepayment (the "MAKER'S PREPAYMENT DATE"), the Maker's Prepayment
         Price and the amount of Notes to be prepaid by the Maker. The Maker
         shall deliver the Maker's Prepayment Price to the Holder within five
         (5) business days after the Maker has delivered the Maker's Prepayment
         Notice. On the Maker's Prepayment Date, the Maker shall pay the Maker's
         Prepayment Price to the holder(s) on a pro rata basis, provided,
         however, that upon receipt by Maker of the certificates representing
         the Notes to be prepaid pursuant to this SECTION 3.1(k), the Maker
         shall, on the next business day following the date of receipt by the
         Maker of the original Note, pay the Maker's Prepayment Price to the
         holder(s) on a pro rata basis. If the Maker fails to pay the Maker's
         Prepayment Price by the Maker's Prepayment Date, the prepayment will be
         declared null and void and the Maker shall lose its right to serve a
         Maker's Prepayment Notice to the Holder pursuant to this SECTION 3.1(k)
         in the future.

                  (l) MAKER PREPAYMENT OPTION. The Maker may prepay all or a
         portion of this Note at a price equal to 110% of the aggregate
         principal amount of this Note plus all accrued and unpaid interest by
         providing twenty (20) days written notice to the Holder. The Holder
         shall surrender immediately the Notes called for prepayment to the
         Maker at the place designated by the Maker and shall thereupon be
         entitled to receive payment of the prepayment price. If the Maker fails
         to pay the prepayment price by the sixth (6th) business day after the
         prepayment date specified in the notice, then the prepayment will be
         declared null and void and the Maker shall lose its right to serve a
         prepayment notice to the Holder pursuant to this SECTION 3.1(L) in the
         future.

                                   ARTICLE IV
                                  MISCELLANEOUS
                                  -------------

         Section 4.1 NOTICES. Any notice, demand, request, waiver or other
communication required or permitted to be given hereunder shall be in writing
and shall be effective (a) upon hand delivery by telex (with correct answer back
received), telecopy or facsimile at the address or number designated in the
Purchase Agreement (if delivered on a business day during normal business hours
where such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours
where such notice is to be received), or (b) on the second business day
following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur.

         Section 4.2 GOVERNING LAW. This Note shall be governed by and construed
in accordance with the internal laws of the State of New York, without giving
effect to the choice of law provisions. This Note shall not be interpreted or
construed with any presumption against the party causing this Note to be
drafted.

                                      -8-





<PAGE>

         Section 4.3 HEADINGS. Article and Section headings in this Note are
included herein for purposes of convenience of reference only and shall not
constitute a part of this Note for any other purpose.

         Section 4.4 REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES
AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note, at law or in
equity (including, without limitation, a decree of specific performance and/or
other injunctive relief), no remedy contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy and nothing herein
shall limit a holder's right to pursue actual damages for any failure by the
Maker to comply with the terms of this Note. Amounts set forth or provided for
herein with respect to payments shall be the amounts to be received by the
holder thereof and shall not, except as expressly provided herein, be subject to
any other obligation of the Maker (or the performance thereof). The Maker
acknowledges that a breach by it of its obligations hereunder will cause
irreparable and material harm to the Holder and that the remedy at law for any
such breach may be inadequate. Therefore, the Maker agrees that, in the event of
any such breach or threatened breach, the Holder shall be entitled, in addition
to all other available rights and remedies, at law or in equity, to seek and
obtain such equitable relief, including but not limited to an injunction
restraining any such breach or threatened breach, without the necessity of
showing economic loss and without any bond or other security being required.

         Section 4.5 ENFORCEMENT EXPENSES. The Maker agrees to pay all costs and
expenses of enforcement of this Note, including, without limitation, reasonable
attorneys' fees and expenses to one attorney for the holder and the Other
Holders in connection with enforcement of the Holder's and the Other Holders'
rights under this Note and the Other Notes.

         Section 4.6 BINDING EFFECT. The obligations of the Maker and the Holder
set forth herein shall be binding upon the successors and assigns of each such
party, whether or not such successors or assigns are permitted by the terms
hereof.

         Section 4.7 AMENDMENTS AND WAIVERS. Any term, covenant, agreement or
condition in this Note may be amended, or compliance therewith may be waived
(either generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Maker and the Second Amended Noteholders who, at the time of execution of the
written instrument, hold Second Amended Notes representing a majority of the
then outstanding principal balance of Second Amended Notes; provided, however,
that no such amendment or waiver shall reduce the principal or interest balance,
decrease the interest rate, extend the Maturity Date or modify any provision of
this Section 4.7 without the consent of the Holder of this Note.

         Section 4.8 COMPLIANCE WITH SECURITIES LAWS. The Holder of this Note
acknowledges that this Note is being acquired solely for the Holder's own
account and not as a nominee for any other party, and for investment, and that
the Holder shall not offer, sell or otherwise dispose of this Note. This Note
and any Note issued in substitution or replacement therefore shall be stamped or
imprinted with a legend in substantially the following form:

                                      -9-





<PAGE>

         "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT
         BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT
         BY THE MAKER OF AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE
         REASONABLY ACCEPTABLE TO THE MAKER) IN THE FORM, SUBSTANCE AND SCOPE
         REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE MAY BE SOLD,
         TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION
         FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS."

         Section 4.9 CONSENT TO JURISDICTION. Each of the Maker and the Holder
(i) hereby irrevocably submits to the exclusive jurisdiction of the United
States District Court sitting in the Southern District of New York and the
courts of the State of New York located in New York County for the purposes of
any suit, action or proceeding arising out of or relating to this Note and (ii)
hereby waives, and agrees not to assert in any such suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of such court,
that the suit, action or proceeding is brought in an inconvenient forum or that
the venue of the suit, action or proceeding is improper. Each of the Maker and
the Holder consents to process being served in any such suit, action or
proceeding by mailing a copy thereof via certified mail, return receipt
requested, to such party at the address in effect for notices to it under the
Purchase Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing in this SECTION 4.9
shall affect or limit any right to serve process in any other manner permitted
by law.

         Section 4.10 PARTIES IN INTEREST. This Note shall be binding upon,
inure to the benefit of and be enforceable by the Maker, the Holder and their
respective successors and permitted assigns.

         Section 4.11 FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on
the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.

         Section 4.12 MAKER WAIVERS. Except as otherwise specifically provided
herein, the Maker and all others that may become liable for all or any part of
the obligations evidenced by this Note, hereby waive presentment, demand, notice
of nonpayment, protest and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, and do hereby
consent to any number of renewals or extensions of the time or payment hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon, all without affecting the liability
of the other persons, firms or Maker liable for the payment of this Note, AND DO
HEREBY WAIVE TRIAL BY JURY.

                                      -10-





<PAGE>

                  (a) No delay or omission on the part of the Holder in
         exercising its rights under this Note, or course of conduct relating
         hereto, shall operate as a waiver of such rights or any other right of
         the Holder, nor shall any waiver by the Holder of any such right or
         rights on any one occasion be deemed a waiver of the same right or
         rights on any future occasion.

                  (b) THE MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS
         NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED
         BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH
         RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR
         ASSIGNS MAY DESIRE TO USE.

         Section 4.13 DEFINITIONS. For the purposes hereof, the following terms
shall have the following meanings:

         "PERSON" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

         IN WITNESS WHEREOF, the Maker has executed this Note as of the day and
year first above written.

                                             TELENETICS CORPORATION

                                             By:
                                                --------------------------------
                                                  Name: David L. Stone
                                                  Title:  President

                                      -11-





<PAGE>

                                    EXHIBIT A

                                WIRE INSTRUCTIONS

Payee:
       -------------------------------------------------------------------------

Bank:
      --------------------------------------------------------------------------

Address:
         -----------------------------------------------------------------------

Bank No.:
          ----------------------------------------------------------------------

Account No.:
             -------------------------------------------------------------------

Account Name:
              ------------------------------------------------------------------

                                      -12-