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EMPLOYMENT, CONFIDENTIALITY, AND NON-COMPETITION AGREEMENT
 Randall E. McComas
 Background Statement
   Statement of Agreement
 1.
    
    Duties. Executive shall devote Executives best efforts to the business of the Company.
Executive shall perform such duties and responsibilities customary to the position of Vice
President of Global Sales & Marketing, including those described on Exhibit Ato this
Agreement. Executive shall also perform those duties assigned by the Company from time to
time.2.
    
    Terms.The initial term of employment under this Agreement shall terminate twelve (12)
months after the date of this Agreement. The initial term of this Agreement shall
automatically renew for successive twelve (12) month periods, referred to as successor
terms, unless either party gives thirty (30) days written notice of its intention not to
renew prior to the expiration of the initial or any successor term or Executive is terminated
for cause.
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3.
    
    Terminable Only For Cause. This Agreement may be terminated by the Company prior to the
expiration of the initial term or any successor term as follows:
 (a)
    
    Due to the death of Executive;(b)
    
    Due to a physical or mental disability which prevents Executive from performing
the essential functions of his full duties for a period of ninety (90) consecutive days
during the term of this Agreement, as determined in good faith by a physician
reasonably acceptable to the Company; or,(c)
    
    For Cause, which is (i) fraud, misappropriation, embezzlement, dishonesty, or
other act of material misconduct against the Company or any affiliate of the Company;
(ii) failure to perform specific and lawful directives of Executives superiors; (iii)
violation of any rules or regulations of any governmental or regulatory body, which is
materially injurious to the financial condition of the Company; (iv) conviction of or
plea of guilty or nolo contendere to a felony; (v) violation of the provisions of 8,
10, 11, 13, or 16; or, (vi) substantial failure to perform the duties and
responsibilities of Executive under this Agreement.
 In the event of termination under this paragraph, Executive shall be entitled only to
Executives base salary earned through the date of termination. No accrued but unpaid
bonuses or commissions shall be due to Executive.4.
    
    Termination Without Cause or Nonrenewal.In the event the Company gives Executive thirty
days written notice of its intention not renew a term of this Agreement, or if Executive is
terminated without cause, the Executive shall receive: (i) the balance of base-salary due
under this Agreement for the balance of its term on the regular pay dates of the Company; and
thereafter, (ii) as severance pay for a minimum period of three (3) months, Executives base
salary payable on the regular pay dates of the Company; provided, however, that in no event
shall the amount of base-salary payments paid or owing under this paragraph, whether owed
under the balance of any remaining term or as severance pay, be less than six (6) months
base-salary compensation, or greater than nine (9) months base-salary compensation. No accrued
but unpaid bonuses or commissions shall be due to Executive under this Paragraph. No other
severance payment or benefits shall be due Executive other than those provided for under this
Agreement. Notwithstanding anything stated herein to the contrary, in the event Executive
becomes employed during the period in which the Executive is eligible to receive
post-employment payments under this paragraph, any amounts received by Executive in the form
of compensation, salary, or other payments shall be offset or shall reduce any amounts or
liability owed by the Company to the Executive under this paragraph.
 
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5.
    
    Compensation.Employer shall pay and provide benefits to Executive according to the
provisions of Executives compensation plan described in the attached Exhibit B.
Executives compensation plan shall be reviewed on a periodic basis. The Company reserves
the right, and Executive hereby authorizes Company, to make deductions from Executives pay
or bonuses to satisfy any outstanding obligations of Executive to the Company. The Company
may offset against the final payment of wages or bonuses owed to Executive any amounts due
the Company from Executive.6.
    
    Changes in Position, Location, or Compensation.If the Company transfers, promotes, or
reassigns Executive to another position or geographic area, or both parties agree to a change
in compensation or benefits during a term of this Agreement or upon the renewal of a term of
this Agreement, an updated employment agreement may be substituted by agreement of the parties
but is not required. Mutually-agreeable changes in compensation or benefits shall be effected
by amendment to and incorporation of a modified Exhibit B, initialed by the parties or their
authorized representative. All provisions, promises, terms or conditions not modified by an
amendment ofExhibitsAC shall remain in effect and shall not be deemed revoked or
modified beyond the changes set forth in one or more amended Exhibits.7.
    
    Executive Representation/Warranty.Executive represents that Executive is not a party to any
agreement with a third party, or limited by a court order, containing a non-competition
provision or other restriction which would preclude Executives employment with Company or any
of the services which Executive will provide on the Companys behalf.8.
    
    Duty of Loyalty. Executive acknowledges the common law duties of reasonable care, loyalty,
and honesty which arise out of the principal/agent relationship of the parties. While
employed and thereafter for whatever term the law may impose, Executive shall not engage in
any activity to the detriment of the Company. By way of illustration and not as a limitation,
Executive shall not discuss with any customer or potential customer of the Company any plans
by Executive or any other Executives of the Company to leave the employment of the Company and
compete with the Company.9.
    
    Company Documents.Executive agrees and acknowledges that Executive holds as the Companys
property all memoranda, books, papers, letters, and other data, including duplicates, relating
to the Companys business and affairs (Company Documents). This includes Company Documents
created or used by Executive or otherwise coming into Executives possession in connection
with the performance of Executives job duties. All Company Documents in the possession,
custody, or control of Executive shall be returned to the Company at the time of termination
of employment.
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Confidential Information and Non-Competition
 10.
    
    In exchange for the mutual promises and obligations contained in this Agreement, and
contemporaneous with its execution or soon thereafter, Employer promises to deliver to
Executive or permit Executive to acquire, be exposed to, and/or have access to material, data,
and information of the Company and/or its customers or clients that is confidential,
proprietary and/or a trade secret (Confidential Information). At all times, both during and
after the termination of employment, the Executive shall keep and retain in confidence and
shall not disclose, except as required in the course of the Executives employment with the
Company, to any person, firm or corporation, or use for the Executives own purposes, any
Confidential Information. For the purposes of this paragraph, such information shall include,
but is not limited to:
 1.
    
    The Companys standard operating procedures, processes, formulae, know-how,
scientific, technical, or product information, whether patentable or not, which is of
value to the Company and not generally known by the Companys competitors;2.
    
    All confidential information obtained from third parties and customers
concerning their products, business, or equipment specifications;3.
    
    Confidential business information of the Company, including, but not limited
to, marketing and business plans, strategies, projections, business opportunities,
client identities or lists, sales and cost information, internal financial statements
or reports, profit, loss, or margin information, customer price information; and,4.
    
    Other information designated by the Company or deemed by law to be confidential
information.
 11.
    
    Non-Competition. In consideration of the mutual promises contained in this Agreement,
the sufficiency of which is acknowledged by the parties, Executive agrees that during the term
of his employment and for a period of twelve (12) calendar months after termination of
employment from the Company (whether voluntary or involuntary), Executive shall not, directly
or indirectly, either as principal, agent, manager, employee, partner, shareholder, director,
officer, consultant or otherwise:
 1.
    
    Become associated or affiliated with, employed by, or financially interested in
any business operation which competes in the business currently engaged in by Company.
(The phrase business currently engaged in by the Company includes, but is not limited
to, the type of activities in which the Company was engaged during Executives tenure,
such as designs and delivers high performance connectivity adapters for computer and
telecommunication networks.)
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2.
    
    Solicit or attempt to solicit the business or patronage of any person, firm,
corporation, partnership, association, department of government or other entity with
whom the Company has had any contact during a period of twelve (12) calendar months
preceding the date of this Agreement (Customers), or otherwise induce such Customers
to reduce, terminate, restrict or otherwise alter business relationships with the
Company in any fashion; or,3.
    
    In any way solicit or attempt to solicit the business or patronage of any
Customers.4.
    
    The parties intend the above restrictions on competition to be completely
severable and independent, and any invalidity or unenforceability of any one or more
such restrictions shall not render invalid or unenforceable any one or more
restrictions.
 12.
    
    Limitations on Scope.In recognition of the broad geographic scope of the Companys business
and the ease of competing with the Company in any part of the United States, the restrictions
on competition set forth herein are intended to cover the following geographic areas:
 1.
    
    The geographic territory identified on the attached Exhibit C;2.
    
    The cities containing a facility or operation owned or managed by the Company;
and,3.
    
    A fifty (50) mile radius outside the boundary limits of each such city.The parties intend the above geographical areas to be completely severable and independent,
and any invalidity or unenforceability of this Agreement with respect to any one area shall
not render this Agreement unenforceable as applied to any one or more of the other areas.
 13.
    
    Non-Solicitation of Employees.During employment and for a period of twelve (12) months
after termination, Executive agrees not to hire, employ, solicit, divert, recruit, or attempt
to induce, directly or indirectly, any existing or future employee of the Company to leave
their position with the Company or to become associated with a competing business.
 Remedies for Breach
 14.
    
    Companys Right to Obtain an Injunction. Executive acknowledges that the Company will have
no adequate means of protecting its rights under Paragraphs 10, 11, 12, or 13 of this
Agreement other than be securing an injunction (a court order prohibiting the Executive from
violating the Agreement). Accordingly, the Executive agrees that the Company is entitled to
enforce this Agreement by obtaining a temporary, preliminary, and permanent injunction and
any other appropriate equitable relief. Executive acknowledges that the Companys recovery
of damages will not be an adequate means to redress a breach of this Agreement. Nothing
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contained in this paragraph, however, shall prohibit the Company from pursuing any remedies
in addition to injunctive relief, including recovery of damages. Executive expressly
acknowledges that the Company has sole discretion regarding whether to seek a remedy for
breaches of Paragraphs 10, 11, 12, or 13 in a court of competent jurisdiction or by
arbitration procedures outlined in paragraph 15.15.
    
    Arbitration. Except for the provisions of paragraphs 10, 11, 12, or 13, Executive and the
Company agree that all Disputes, as defined in Article 1 of the Alternative Dispute Resolution
Procedure (the ADR Procedure), regarding the termination of employment or other covered
Disputes, shall be resolved exclusively in accordance with the Companys ADR Procedure.
Executive warrants and represents that Executive has received, read, and understands the
Companys ADR Procedure.
 Inventions and Discoveries
 16.
    
    Discoveries, Inventions, & Copyrights. Executive shall disclose promptly to the Company any
and all conceptions and ideas for inventions, improvements, and valuable discoveries, whether
patentable or not, which are conceived or made by the Executive, solely or jointly, during
Executives term of employment and which pertain to the business activities of the Company.
Executive hereby assigns and agrees to assign all his interest therein to the Company or to
its nominee. Whenever requested to do so by the Company, Executive shall execute any and all
applications, assignments, or other instruments which the Company shall deem necessary to
apply for and obtain Letters of Patent of the United States or any foreign country or to
otherwise protect the Companys interest therein.
 General Provisions
 17.
    
    Condition to Seeking Subsequent Employment. Executive agrees to show a copy of this
Agreement to any Competitor with whom Executive interviews during the Executives employment
with the Company or with whom the Executive interviews within twelve (12) months following the
effective date of the termination of the Executives employment with the Company.
 18.
    
    Attorneys Fees. If any party shall obtain a final judgment of a court of competent
jurisdiction, subject to no further appeal, pursuant to which any other party shall be
determined to have breached its obligations hereunder or made any misrepresentations, such
prevailing party shall be entitled to recover, in addition to any award of damages, reasonable
attorneys fees, costs, and expenses incurred by such party in obtaining such judgment.
 19.
    
    Non-Disparagement and Confidentiality. Except as may be required by law or as consented to
in writing by an authorized officer or agent of the Company, Executive agrees not to make
any statements whatsoever, directly or indirectly, written or oral, which could reasonably
become public, which could be interpreted as embarrassing, disparaging, prejudicial, or in
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any way detrimental or inimical to the interests of the Company. Furthermore, Executive
agrees to hold confidential and not to disclose, make public, or to communicate orally or in
writing to any person or entity (other than Executives significant other and immediate
family), directly or indirectly, the terms of this Agreement or any matters set forth
herein, except only: (a) as may be compelled by court orders; (b) as may be necessary to
enforce the terms of this Agreement; (c) to legal, accounting, and financial advisors; (d)
as may be necessary in connection with the application for or obtaining loans or credit; (e)
as may be necessary to comply with applicable laws and government
regulations; or, (f) as
may be necessary or desirable in obtaining future employment.20.
    
    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
Company, its subsidiaries, affiliates, successors, and assigns.21.
    
    Nonwaiver. Any waiver by the Company of a breach of any provision of this Agreement must be
in writing and signed by the Company to be effective. Any waiver by the Company of a breach
of any provision of this Agreement shall not operate or be construed as a waiver by the
Company of any different or subsequent breach of this Agreement by Executive.22.
    
    Applicable Law. This Agreement shall be construed in accordance with and governed by the
laws of the State of Texas, without giving effect to the conflict of laws provisions thereof.23.
    
    Forum Selection Clause. Any and all causes of action for equitable relief relating to the
enforcement of this Agreement and not otherwise subject to the mandatory arbitration
provisions of Paragraph 15 may, in the Employers sole discretion, be brought in the
United States District Court for the Northern District of Texas or the Dallas County District
of the Texas State Courts. The parties agree that the provisions of this paragraph benefit
both Employer and Executive. Any and all causes of action by and between Employer and
Executive can be quickly and efficiently resolved in the agreed-upon forum, which will not
unduly burden either Employer and Executive, and which will substantially aid Employer and
Executive in providing the opportunity for uniform treatment with respect to any issues
relating to the covenants contained in this Agreement.24.
    
    Entire Agreement. This Agreement represents the entire agreement between the Company and the
Executive with respect to the subject matter hereof, supersedes all prior agreements dealing
with the same subject matter, and may not be changed except in a writing signed by the party
against whom enforcement of the Agreement, as so changed, is sought.25.
    
    Severability. The invalidity of any term or provision of this Agreement, including any term
or provision of paragraphs 10, 11, 12, or 13 shall not invalidate or otherwise affect any
other term or provision of this Agreement.26.
    
    This agreement shall be effective February 15, 2002.
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Interphase CorporationBy:
    
    /s/ Gregory B. KalushGregory B. KalushIts:
    
    President and Chief Executive OfficerExecutive/s/ Randall E. McComasRandall E. McComas
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Exhibit A
 
 Job Description
 Job Title: Vice President, Global Sales & Mktg.
    
    Department:Sales & MarketingReports To:President and CEO
    
    FLSA Status:ExemptPrepared By:Human Resources
    
    Approved By: G. KalushPrepared Date: November 6, 2001
    
    Approved Date: 1/22/02
 SUMMARY
 ESSENTIAL DUTIES AND RESPONSIBILITIES




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SUPERVISORY RESPONSIBILITIES
 QUALIFICATIONS
 EDUCATION and/or EXPERIENCE
  LANGUAGE SKILLS
  MATHEMATICAL SKILLS




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REASONING ABILITY
 PHYSICAL DEMANDS
 WORK ENVIRONMENT




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Exhibit B
 Compensation
 Base Salary.$9,375per pay period ($225,000/year on an annual basis), of which there are
26 in each calendar year, less deductions as may be required by law or authorized by
Executive.Auto Allowance.$600.00per month.Performance Bonus.Executive shall be eligible for an annual bonus for FY2002 of $100,000
based upon the Corporations existing Executive Bonus Plan. The first $30,000 of this
bonus will be considered a guaranteed sign on bonus, payable at the end of 60 days of
employment. The remaining $70,000 will be tied to Executive Incentive Targets (MBOs) for
2002. The bonus will be awarded based on achievement of specific corporate objectives, as
determined by the Company.Stock Options.The Corporation shall, according to the Companys Amended and Restated Stock
Option Plan, grant to Executive options to purchase 100,000shares of common stock of the
Company. Executives right, title, and interest to any stock options conferred under the
Employment Agreement shall be controlled and governed by terms and conditions of the
Companys Amended and Restated Stock Option Plan. The per share option price will be
determined as of the close of NASDAQ trading on Executives first day of employment.Vacation and Leave.Executive shall be entitled to three (3) weeks of vacation per year,
accrued monthly, and six (6) sick days per year, and any other paid leave benefits provided
for in the Companys Employee Handbook.Office Furnishings.The Company agrees to provide office space and furnishings to Executive
commensurate with the Companys decor and culture.Executive Benefit Plans.Executive shall be eligible to participate in any profit sharing,
retirement, medical benefit, or disability benefit plan maintained by the Company, if any,
according to the terms and conditions of those plans.




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Exhibit C