Exhibit 10.46
DOLPHIN OFFSHORE PARTNERS, L.P.
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
April 1, 2002
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
President and Chief Executive Officer VIA FACSIMILE
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Telenetics Corporation
25111 Arctic Ocean
Lake Forest, California 92630
Re: Conversion Commitment
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Dear Shala:
This letter will confirm our commitment to convert our 7% Convertible
Notes ($2.115 million principal amount) into convertible notes of Telenetics
Corporation (the "Company"), which convertible notes shall have terms and
conditions substantially similar to those contained in the Company's convertible
notes issued to SDS Merchant Fund. This commitment is subject to the preparation
and execution of final documentation acceptable to us and to you relating to the
foregoing, dated effective the date hereof. This letter supercedes our prior
letter dated the date hereof.
I also accept your offer to propose one member of the board of
directors of the Company, which member shall be included in the slate of
directors to be elected at the upcoming annual shareholders' meeting of the
Company, replacing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who you have informed me has withdrawn his
name from the slate of directors for the upcoming shareholders' meeting.
Sincerely yours,
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ and accepted effective
the 1st day of April, 2002
Telenetics Corporation
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,
President and CEO