Exhibit 10.10

                               SUBSIDIARY GUARANTY

New York, New York                                             November 29, 2004

FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or
to be made or credit otherwise extended or to be extended by Laurus Master Fund,
Ltd. ("Laurus") to or for the account of Digital Lifestyles Group, Inc., a
Delaware corporation ("Debtor"), from time to time and at any time and for other
good and valuable consideration and to induce Laurus, in its discretion, to
purchase such notes, make such loans or extensions of credit and to make or
grant such renewals, extensions, releases of collateral or relinquishments of
legal rights as Laurus may deem advisable, each of the undersigned (and each of
them if more than one, the liability under this Guaranty being joint and
several) (jointly and severally referred to as "Guarantors" or "the
undersigned") unconditionally guaranties to Laurus, its successors, endorsees
and assigns the prompt payment when due (whether by acceleration or otherwise)
of all present and future obligations and liabilities of any and all kinds of
Debtor to Laurus and of all instruments of any nature evidencing or relating to
any such obligations and liabilities upon which Debtor or one or more parties
and Debtor is or may become liable to Laurus, whether incurred by Debtor as
maker, endorser, drawer, acceptor, guarantors, accommodation party or otherwise,
and whether due or to become due, secured or unsecured, absolute or contingent,
joint or several, and however or whenever acquired by Laurus, whether arising
under, out of, or in connection with (i) that certain Security Agreement dated
as of the date hereof by and between the Debtor and Laurus (the "Security
Agreement") and (ii) each Ancillary Agreement referred to in the Security
Agreement (the Security Agreement and each Ancillary Agreement, as each may be
amended, modified, restated or supplemented from time to time, are collectively
referred to herein as the "Documents"), or any documents, instruments or
agreements relating to or executed in connection with the Documents or any
documents, instruments or agreements referred to therein or otherwise, or any
other indebtedness, obligations or liabilities of the Debtor to Laurus, whether
now existing or hereafter arising, direct or indirect, liquidated or
unliquidated, absolute or contingent, due or not due and whether under, pursuant
to or evidenced by a note, agreement, guaranty, instrument or otherwise (all of
which are herein collectively referred to as the "Obligations"), and
irrespective of the genuineness, validity, regularity or enforceability of such
Obligations, or of any instrument evidencing any of the Obligations or of any
collateral therefor or of the existence or extent of such collateral, and
irrespective of the allowability, allowance or disallowance of any or all of the
Obligations in any case commenced by or against Debtor under Title 11, United
States Code, including, without limitation, obligations or indebtedness ofDebtor
for post-petition interest, fees, costs and charges that would have accrued or
been added to the Obligations but for the commencement of such case. Terms not
otherwise defined herein shall have the meaning assigned such terms in the
Security Agreement. In furtherance of the foregoing, the undersigned hereby
agrees as follows:

1.   No Impairment. Laurus may at any time and from time to time, either before
     or after the maturity thereof, without notice to or further consent of the
     undersigned, extend the time of payment of, exchange or surrender any
     collateral for, renew or extend any of the Obligations or increase or
     decrease the interest rate thereon, or any other agreement with Debtor or
     with any other party to or person liable on any of the Obligations, or
     interested therein, for the extension, renewal, payment, compromise,
     discharge or release thereof, in whole or in part, or for any modification
     of the terms thereof or of any agreement between Laurus and Debtor or any
     such other party or person, or make any election of rights Laurus may deem
     desirable under the United States Bankruptcy Code, as amended, or any other
     federal or state bankruptcy, reorganization, moratorium or insolvency law
     relating to or affecting the enforcement of creditors' rights generally
     (any of the foregoing, an "Insolvency Law") without in any way impairing or
     affecting this Guaranty. This instrument shall be effective regardless of
     the subsequent incorporation, merger or consolidation of Debtor, or any
     change in the composition, nature, personnel or location of Debtor and
     shall extend to any successor entity to Debtor, including a debtor in
     possession or the like under any Insolvency Law.

2.   Guaranty Absolute. Subject to Sections 5(c) and 22 hereof, each of the
     undersigned jointly and severally guarantees that the Obligations will be
     paid strictly in accordance with the terms of the Documents and/or any
     other document, instrument or agreement creating or evidencing the
     Obligations, regardless of any law, regulation or order now or hereafter in
     effect in any jurisdiction affecting any of such terms or the rights of
     Debtor with respect thereto. Guarantors hereby knowingly accept the full
     range of risk encompassed within a contract of "continuing guaranty" which
     risk includes the possibility that Debtor will contract additional
     indebtedness for which Guarantors may be liable hereunder after Debtor's
     financial condition or ability to pay its lawful debts when they fall due
     has deteriorated, whether or not Debtor has properly authorized incurring
     such additional indebtedness. The undersigned acknowledge that (i) no oral
     representations, including any representations to extend credit or provide
     other financial accommodations to Debtor, have been made by Laurus to
     induce the undersigned to enter into this Guaranty and (ii) any extension
     of credit to the Debtor shall be governed solely by the provisions of the
     Documents. The liability of each of the undersigned under this Guaranty
     shall be absolute and unconditional, in accordance with its terms, and
     shall remain in full force and effect without regard to, and shall not be
     released, suspended, discharged, terminated or otherwise affected by, any
     circumstance or occurrence whatsoever, including,


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     without limitation: (a) any waiver, indulgence, renewal, extension,
     amendment or modification of or addition, consent or supplement to or
     deletion from or any other action or inaction under or in respect of the
     Documents or any other instruments or agreements relating to the
     Obligations or any assignment or transfer of any thereof, (b) any lack of
     validity or enforceability of any Document or other documents, instruments
     or agreements relating to the Obligations or any assignment or transfer of
     any thereof, (c) any furnishing of any additional security to Laurus or its
     assignees or any acceptance thereof or any release of any security by
     Laurus or its assignees, (d) any limitation on any party's liability or
     obligation under the Documents or any other documents, instruments or
     agreements relating to the Obligations or any assignment or transfer of any
     thereof or any invalidity or unenforceability, in whole or in part, of any
     such document, instrument or agreement or any term thereof, (e) any
     bankruptcy, insolvency, reorganization, composition, adjustment,
     dissolution, liquidation or other like proceeding relating to Debtor, or
     any action taken with respect to this Guaranty by any trustee or receiver,
     or by any court, in any such proceeding, whether or not the undersigned
     shall have notice or knowledge of any of the foregoing, (f) any exchange,
     releaseor nonperfection of any collateral, or any release, or amendment or
     waiver of or consent to departure from any guaranty or security, for all or
     any of the Obligations or (g) any other circumstance which might otherwise
     constitute a defense available to, or a discharge of, the undersigned. Any
     amounts due from the undersigned to Laurus shall bear interest until such
     amounts are paid in full at the highest rate then applicable to the
     Obligations. Obligations include post-petition interest whether or not
     allowed or allowable

3.   Waivers.

     (a)  This Guaranty is a guaranty of payment and not of collection. Laurus
          shall be under no obligation to institute suit, exercise rights or
          remedies or take any other action against Debtor or any other person
          liable with respect to any of the Obligations or resort to any
          collateral security held by it to secure any of the Obligations as a
          condition precedent to the undersigned being obligated to perform as
          agreed herein and each of the Guarantors hereby waives any and all
          rights which it may have by statute or otherwise which would require
          Laurus to do any of the foregoing. Each of the Guarantors further
          consents and agrees that Laurus shall be under no obligation to
          marshal any assets in favor of Guarantors, or against or in payment of
          any or all of the Obligations. The undersigned hereby waives all
          suretyship defenses and any rights to interpose any defense,
          counterclaim or offset of any nature and description which the
          undersigned may have or which may exist between and among Laurus,
          Debtor and/or the undersigned with respect to the undersigned's
          obligations under this Guaranty, or which Debtor may assert on the
          underlying debt, including but not limited to failure of
          consideration, breach of warranty, fraud, payment (other than cash
          payment in full of the Obligations), statute of frauds, bankruptcy,
          infancy, statute of limitations, accord and satisfaction, and usury.

     (b)  Each of the undersigned further waives (i) notice of the acceptance of
          this Guaranty, of the making of any such loans or extensions of
          credit, and of all notices and demands of any kind to which the
          undersigned may be entitled, including, without limitation, notice of
          adverse change in Debtor's financial condition or of any other fact
          which might materially increase the risk of the undersigned and (ii)
          presentment to or demand of payment from anyone whomsoever liable upon
          any of the Obligations, protest, notices of presentment, non-payment
          or protest and notice of any sale of collateral security or any
          default of any sort.

     (c)  Notwithstanding any payment or payments made by the undersigned
          hereunder, or any setoff or application of funds of the undersigned by
          Laurus, the undersigned shall not be entitled to be subrogated to any
          of the rights of Laurus against Debtor or against any collateral or
          guarantee or right of offset held by Laurus for the payment of the
          Obligations, nor shall the undersigned seek or be entitled to seek any
          contribution or reimbursement from Debtor in respect of payments made
          by the undersigned hereunder, until all amounts owing to Laurus by
          Debtor on account of the Obligations are paid in full and Laurus'
          obligation to extend credit pursuant to the Documents have been
          terminated. If, notwithstanding the foregoing, any amount shall be
          paid to the undersigned on account of such subrogation rights at any
          time when all of the Obligations shall not have been paid in full and
          Laurus' obligation to extend credit pursuant to the Documents shall
          not have been terminated, such amount shall be held by the undersigned
          in trust for Laurus, segregated from other funds of the undersigned,
          and shall forthwith upon, and in any event within two (2) business
          days of, receipt by the undersigned, be turned over to Laurus in the
          exact form received by the undersigned (duly endorsed by the
          undersigned to Laurus, if required), to be applied against the
          Obligations, whether matured or unmatured, in such order as Laurus may
          determine, subject to the provisions of the Documents. Any and all
          present and future debts and obligations of Debtor to any of the
          undersigned are hereby waived and postponed in favor of, and
          subordinated to the full payment and performance of, all present and
          future debts and Obligations of Debtor to Laurus.

4.   Security. All sums at any time to the credit of the undersigned and any
     property of the undersigned in Laurus' possession or in the possession of
     any bank, financial institution or other entity that directly or
     indirectly, through one or more intermediaries, controls or is controlled
     by, or is under common control with, Laurus (each such entity, an
     "Affiliate") shall be deemed held by Laurus or such Affiliate, as the case
     may be, as security for any and all of the undersigned's

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     obligations to Laurus and to any Affiliate of Laurus, no matter how or when
     arising and whether under this or any other instrument, agreement or
     otherwise.

5.   Representations and Warranties. Each of the undersigned respectively,
     hereby jointly and severally represents and warrants (all of which
     representations and warranties shall survive until all Obligations are
     indefeasibly satisfied in full and the Documents have been irrevocably
     terminated), that:

     (a)  Corporate Status. It is a corporation, partnership or limited
          liability company, as the case may be, duly organized, validly
          existing and in good standing under the laws of its jurisdiction of
          organization indicated on the signature page hereof and has full
          power, authority and legal right to own its property and assets and to
          transact the business in which it is engaged.

     (b)  Authority and Execution. It has full power, authority and legal right
          to execute and deliver, and to perform its obligations under, this
          Guaranty and has taken all necessary corporate, partnership or limited
          liability company, as the case may be, action to authorize the
          execution, delivery and performance of this Guaranty.

     (c)  Legal, Valid and Binding Character. This Guaranty constitutes its
          legal, valid and binding obligation enforceable in accordance with its
          terms, except as enforceability may be limited by applicable
          bankruptcy, insolvency, reorganization, moratorium or other laws of
          general application affecting the enforcement of creditor's rights and
          general principles of equity that restrict the availability of
          equitable or legal remedies.

     (d)  Violations. The execution, delivery and performance of this Guaranty
          will not violate any requirement of law applicable to it or any
          contract, agreement or instrument to which it is a party or by which
          it or any of its property is bound or result in the creation or
          imposition of any mortgage, lien or other encumbrance other than to
          Laurus on any of its property or assets pursuant to the provisions of
          any of the foregoing, which, in any of the foregoing cases, could
          reasonably be expected to have, either individually or in the
          aggregate, a Material Adverse Effect.

     (e)  Consents or Approvals. No consent of any other person or entity
          (including, without limitation, any creditor of the undersigned) and
          no consent, license, permit, approval or authorization of, exemption
          by, notice or report to, or registration, filing or declaration with,
          any governmental authority is required in connection with the
          execution, delivery, performance, validity or enforceability of this
          Guaranty by it, except to the extent that the failure to obtain any of
          the foregoing could not reasonably be expected to have, either
          individually or in the aggregate, a Material Adverse Effect.

     (f)  Litigation. No litigation, arbitration, investigation or
          administrative proceeding of or before any court, arbitrator or
          governmental authority, bureau or agency is currently pending or, to
          the best of its knowledge, threatened (i) with respect to this
          Guaranty or any of the transactions contemplated by this Guaranty or
          (ii) against or affecting it, or any of its property or assets, which,
          in each of the foregoing cases, if adversely determined, could
          reasonably be expected to have a Material Adverse Effect.

     (g)  Financial Benefit. It has derived or expects to derive a financial or
          other advantage from each and every loan, advance or extension of
          credit made under the Documents or other Obligation incurred by the
          Debtor to Laurus.

6.   Acceleration.

     (a)  If any Event of Default (as defined in the Security Agreement) or
          other event of default shall occur and be continuing under any
          agreement made by Debtor or any of the undersigned to Laurus, or
          either Debtor or any of the undersigned should at any time become
          insolvent, or make a general assignment, or if a proceeding in or
          under any Insolvency Law shall be filed or commenced by, or in respect
          of, any of the undersigned, or if a notice of any lien, levy, or
          assessment is filed of record with respect to any assets of any of the
          undersigned by the United States of America or any department, agency,
          or instrumentality thereof, or if any taxes or debts owing at any time
          or times hereafter to any one of them becomes a lien or encumbrance
          upon any assets of the undersigned in Laurus' possession, or
          otherwise, any and all Obligations shall for purposes hereof, at
          Laurus' option, be deemed due and payable without notice
          notwithstanding that any such Obligation is not then due and payable
          by Debtor.

     (b)  Each of the undersigned will promptly notify Laurus of any default by
          such undersigned in its respective performance or observance of any
          term or condition of any agreement to which the undersigned is a party
          if the effect of such default is to cause, or permit the holder of any
          obligation under such agreement to cause, such obligation to become
          due prior to its stated maturity and, if such an event occurs, Laurus
          shall have the right to accelerate such undersigned's obligations
          hereunder.

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7.   Payments from Guarantors. Laurus, in its sole and absolute discretion, with
     or without notice to the undersigned, may apply on account of the
     Obligations any payment from the undersigned or any other guarantors, or
     amounts realized from any security for the Obligations, or may deposit any
     and all such amounts realized in a non-interest bearing cash collateral
     deposit account to be maintained as security for the Obligations.

8.   Costs. The undersigned shall pay on demand, all reasonable costs, fees and
     expenses (including reasonable expenses for legal services of every kind)
     relating or incidental to the enforcement or protection of the rights of
     Laurus hereunder or under any of the Obligations.

9.   No Termination. This is a continuing irrevocable guaranty and shall remain
     in full force and effect and be binding upon the undersigned, and each of
     the undersigned's successors and assigns, until all of the Obligations have
     been paid in full and Laurus' obligation to extend credit pursuant to the
     Documents has been irrevocably terminated. If any of the present or future
     Obligations are guarantied by persons, partnerships or corporations in
     addition to the undersigned, the death, release or discharge in whole or in
     part or the bankruptcy, merger, consolidation, incorporation, liquidation
     or dissolution of one or more of them shall not discharge or affect the
     liabilities of any undersigned under this Guaranty.

10.  Recapture. Anything in this Guaranty to the contrary notwithstanding, if
     Laurus receives any payment or payments on account of the liabilities
     guaranteed hereby, which payment or payments or any part thereof are
     subsequently invalidated, declared to be fraudulent or preferential, set
     aside and/or required to be repaid to a trustee, receiver, or any other
     party under any Insolvency Law, common law or equitable doctrine, then to
     the extent of any sum not finally retained by Laurus, the undersigned's
     obligations to Laurus shall be reinstated and this Guaranty shall remain in
     full force and effect (or be reinstated) until payment shall have been made
     to Laurus, which payment shall be due on demand.

11.  Books and Records. The books and records of Laurus showing the account
     between Laurus and Debtor shall be admissible in evidence in any action or
     proceeding, shall be binding upon the undersigned for the purpose of
     establishing the items therein set forth and shall constitute prima facie
     proof thereof.

12.  No Waiver. No failure on the part of Laurus to exercise, and no delay in
     exercising, any right, remedy or power hereunder shall operate as a waiver
     thereof, nor shall any single or partial exercise by Laurus of any right,
     remedy or power hereunder preclude any other or future exercise of any
     other legal right, remedy or power. Each and every right, remedy and power
     hereby granted to Laurus or allowed it by law or other agreement shall be
     cumulative and not exclusive of any other, and may be exercised by Laurus
     at any time and from time to time.

13.  Waiver of Jury Trial. EACH OF THE UNDERSIGNED DOES HEREBY KNOWINGLY,
     VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY
     ACTION OR PROCEEDING BASED ON OR WITH RESPECT TO THIS GUARANTY OR ANY OF
     THE TRANSACTIONS CONTEMPLATED HEREBY OR RELATING OR INCIDENTAL HERETO. THE
     UNDERSIGNED DOES HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF LAURUS
     HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LAURUS WOULD NOT, IN THE
     EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL
     PROVISION.

14.  Governing Law; Jurisdiction; Amendments. THIS INSTRUMENT CANNOT BE CHANGED
     OR TERMINATED ORALLY, AND SHALL BE GOVERNED, CONSTRUED AND INTERPRETED AS
     TO VALIDITY, ENFORCEMENT AND IN ALL OTHER RESPECTS IN ACCORDANCE WITH THE
     LAWS OF THE STATE OF NEW YORK WITHOUT HAVING EFFECT TO PRINCIPLES OF
     CONFLICTS OF LAWS. EACH OF THE UNDERSIGNED EXPRESSLY CONSENTS TO THE
     JURISDICTION AND VENUE OF THE SUPREME COURT OF THE STATE OF NEW YORK,
     COUNTY OF NEW YORK, AND OF THE UNITED STATES DISTRICT COURT FOR THE
     SOUTHERN DISTRICT OF NEW YORK FOR ALL PURPOSES IN CONNECTION HEREWITH. ANY
     JUDICIAL PROCEEDING BY THE UNDERSIGNED AGAINST LAURUS INVOLVING, DIRECTLY
     OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR
     CONNECTED HEREWITH SHALL BE BROUGHT ONLY IN THE SUPREME COURT OF THE STATE
     OF NEW YORK, COUNTY OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE
     SOUTHERN DISTRICT OF NEW YORK. THE UNDERSIGNED FURTHER CONSENTS THAT ANY
     SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT
     LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE
     AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH
     ANY PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE OR OUTSIDE OF THE STATE OF
     NEW YORK OR THE SOUTHERN DISTRICT OF NEW YORK BY REGISTERED OR CERTIFIED
     MAIL, RETURN RECEIPT REQUESTED, OR BY PERSONAL SERVICE PROVIDED A
     REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER AS MAY
     BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. EACH OF THE UNDERSIGNED
     WAIVES ANY

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     OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREON AND
     SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR
     BASED UPON FORUM NON CONVENIENS.

15.  Severability. To the extent permitted by applicable law, any provision of
     this Guaranty which is prohibited or unenforceable in any jurisdiction
     shall, as to such jurisdiction, be ineffective to the extent of such
     prohibition or unenforceability without invalidating the remaining
     provisions hereof, and any such prohibition or unenforceability in any
     jurisdiction shall not invalidate or render unenforceable such provision in
     any other jurisdiction.

16.  Amendments, Waivers. No amendment or waiver of any provision of this
     Guaranty nor consent to any departure by the undersigned therefrom shall in
     any event be effective unless the same shall be in writing executed by each
     of the undersigned directly affected by such amendment and/or waiver and
     Laurus.

17.  Notice. All notices, requests and demands to or upon the undersigned, shall
     be in writing and shall be deemed to have been duly given or made (a) when
     delivered, if by hand, (b) three (3) days after being sent, postage
     prepaid, if by registered or certified mail, (c) when confirmed
     electronically, if by facsimile, or (d) when delivered, if by a recognized
     overnight delivery service in each event, to the numbers and/or address set
     forth beneath the signature of the undersigned.

18.  Successors. Laurus may, from time to time, without notice to the
     undersigned, sell, assign, transfer or otherwise dispose of all or any part
     of the Obligations and/or rights under this Guaranty. Without limiting the
     generality of the foregoing, Laurus may assign, or grant participations to,
     one or more banks, financial institutions or other entities all or any part
     of any of the Obligations. In each such event, Laurus, its Affiliates and
     each and every immediate and successive purchaser, assignee, transferee or
     holder of all or any part of the Obligations shall have the right to
     enforce this Guaranty, by legal action or otherwise, for its own benefit as
     fully as if such purchaser, assignee, transferee or holder were herein by
     name specifically given such right. Laurus shall have an unimpaired right
     to enforce this Guaranty for its benefit with respect to that portion of
     the Obligations which Laurus has not disposed of, sold, assigned, or
     otherwise transferred.

19.  It is understood and agreed that any person or entity that desires to
     become a Guarantor hereunder, or is required to execute a counterpart of
     this Guaranty after the date hereof pursuant to the requirements of any
     Document, shall become Guarantor hereunder by (x) executing a Joinder
     Agreement in form and substance satisfactory to Laurus, (y) delivering
     supplements to such exhibits and annexes to such Documents as Laurus shall
     reasonably request and (z) taking all actions as specified in this Guaranty
     as would have been taken by such such Guarantor had it been an original
     party to this Guaranty, in each case with all documents required above to
     be delivered to Laurus and with all documents and actions required above to
     be taken to the reasonable satisfaction of Laurus.

20.  Release. Nothing except cash payment in full of the Obligations shall
     release any of the undersigned from liability under this Guaranty.

21.  Limitation of Obligations under this Guaranty. Each Guarantor and Laurus
     (by its acceptance of the benefits of this Guaranty) hereby confirms that
     it is its intention that this Guaranty not constitute a fraudulent transfer
     or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent
     Conveyance Act of any similar Federal or state law. To effectuate the
     foregoing intention, each Guarantor and Laurus (by its acceptance of the
     benefits of this Guaranty) hereby irrevocably agrees that the Obligations
     guaranteed by such Guarantor shall be limited to such amount as will, after
     giving effect to such maximum amount and all other (contingent or
     otherwise) liabilities of such Guarantor that are relevant under such laws
     and after giving effect to any rights to contribution pursuant to any
     agreement providing for an equitable contribution among such Guarantor and
     the other Guarantors (including this Guaranty), result in the Obligations
     of such Guarantor under this Guaranty in respect of such maximum amount not
     constituting a fraudulent transfer or conveyance.

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                       SIGNATURE PAGE IMMEDIATELY FOLLOWS]


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IN WITNESS WHEREOF, this Guaranty has been executed by the undersigned this 29th
day of November, 2004.


                                HIP-E OPERATING COMPANY, INC.

                                By:      /s/ Theodore B. Muftic
                                        ----------------------------------------

                                Name:    Theodore B. Muftic

                                Title:   Chief Financial Officer

                                Address: 1001 S. Capital of Texas Hwy, Bldg I,
                                         Austin, TX 78746

                                Jurisdiction of incorporation: Delaware

                                NORTHGATE OPERATING COMPANY, INC.


                                By:      /s/ Theodore B. Muftic
                                        ----------------------------------------
                                Name:    Theodore B. Muftic
                                Title:   Chief Financial Officer
                                Address: 1001 S. Capital of Texas Hwy, Bldg I,
                                         Austin, TX 78746

                                Jurisdiction of incorporation: California