Filed by Bowne Pure Compliance





Exhibit 10.2




LIBOR-BASED RATE




PROMISSORY NOTE




			
	 	 	 
	$5,000,000.00
	 	December 19, 2008





FOR VALUE RECEIVED, INTERPHASE CORPORATION, a Texas corporation (whether one or more,
“Borrower”), having an address at 2901 Dallas Parkway, Suite 200, Plano, Texas 75093,
hereby promises to pay to the order of TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, a national banking
association (together with its successors and assigns and any subsequent holders of this Promissory
Note, the “Lender”), as hereinafter provided, the principal sum of FIVE MILLION AND NO/100
DOLLARS ($5,000,000.00) or so much thereof as may be advanced by Lender from time to time hereunder
to or for the benefit or account of Borrower, together with interest thereon at the Note Rate (as
hereinafter defined), and otherwise in strict accordance with the terms and provisions hereof.



ARTICLE I

DEFINITIONS




Section 1.1 Definitions. As used in this Promissory Note, the following
terms shall have the following meanings:



Applicable Margin: The percentage points set forth below:



	 	 	 
	Applicable Rate based	 	Applicable Rate based
	on Prime Rate	 	on LIBOR
	0%
	 	1%






Applicable Rate: (i) In the case of a Portion bearing interest based upon the Prime
Rate, the Prime Rate plus the Applicable Margin and (ii) in the case of a Portion bearing interest
based upon LIBOR, LIBOR plus the Applicable Margin; provided, however, if any
amounts are outstanding hereunder for more than ten (10) days in any calendar quarter, the
Applicable Margin in item (ii) shall be (x) 1% when LIBOR is greater than 2.5%, or (y) 1.5% when
LIBOR is equal to or less than 2.5%.



Borrower: As identified in the introductory paragraph of this Note.



Business Day: A weekday, Monday through Friday, except a legal holiday or a day on
which banking institutions in Dallas, Texas are authorized or required by law to be closed. Unless
otherwise provided, the term “days” when used herein shall mean calendar days.



Change: (i) any change after the date of this Note in the risk-based capital
guidelines applicable to Lender or (ii) any adoption of or change in any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or
not having the force of law) after the date of this Note that affects capital adequacy or the
amount of capital required or expected to be maintained by Lender or any entity controlling Lender.



			
	 	 	 
	PROMISSORY NOTE
	 	 





 


 









 





Charges: All fees, charges and/or any other things of value, if any, contracted for,
charged, taken, received or reserved by Lender in connection with the transactions relating to this
Note and the other Loan Documents, which are treated as interest under applicable law.



Debtor Relief Laws: Title 11 of the United States Code, as now or hereafter in
effect, or any other applicable law, domestic or foreign, as now or hereafter in effect, relating
to bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement or composition,
extension or adjustment of debts, or similar laws affecting the rights of creditors.



Default Interest Rate: A rate per annum equal to the Note Rate plus four percent
(4%), but in no event in excess of the Maximum Lawful Rate.



Event of Default: Any event or occurrence described under Section 3.1 hereof.



Funding Indemnification: The amount (which shall be payable on demand by Lender)
necessary to promptly compensate Lender for, and hold it harmless from, any loss, cost or expense
incurred by it as a result of:




(a) any payment or prepayment of any Portion bearing interest based upon LIBOR on a day
other than the last day of the relevant LIBOR Interest Period (whether voluntary, mandatory,
automatic, by reason of acceleration, or otherwise); or




(b) any failure by Borrower to prepay, borrow, continue or convert a Portion bearing or
selected to bear interest based upon LIBOR on the date or in the amount selected by
Borrower,



including any loss of anticipated profits and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such portion or from fees payable to terminate the
deposits from which such funds were obtained. Borrower shall also pay any customary administrative
fees charged by Lender in connection with the foregoing. For purposes of calculating amounts
payable by Borrower to Lender hereunder, Lender shall be deemed to have funded the Portion based
upon LIBOR by a matching deposit or other borrowing in the London inter-bank market for a
comparable amount and for a comparable period, whether or not such Portion was in fact so funded.



Lender: As identified in the introductory paragraph of this Note.



LIBOR Banking Day: Any day on which commercial banks in the City of London, England
are open for business and dealing in offshore dollars.



LIBOR Determination Date: A day that is three LIBOR Banking Days prior to the
beginning of the relevant LIBOR Interest Period.



LIBOR Interest Period: A period of one, two or three months. The first day of the
interest period must be a LIBOR Banking Day. The last day of the interest period and the actual
number of days during the interest period will be determined by Lender using the practices of the
London inter-bank market.



			
	 	 	 
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LIBOR: With respect to each LIBOR Interest Period, the rate (expressed as a
percentage per annum and adjusted as described in the last sentence of this definition of LIBOR)
for deposits in United States Dollars that appears on Telerate Page 3750 (or the successor thereto)
as of 11:00 a.m., London, England time, on the related LIBOR Determination Date. If such rate does
not appear on such screen or service, or such screen or service shall cease to be available, LIBOR
shall be determined by Lender to be the offered rate on such other screen or service that displays
an average British Bankers Association Interest Settlement Rate for deposits in United States
Dollars (for delivery on the first day of such LIBOR Interest Period) for a term equivalent to such
LIBOR Interest Period as of 11:00 a.m. on the relevant LIBOR Determination Date. If the rates
referenced in the two preceding sentences are not available, LIBOR for the relevant LIBOR Interest
Period will be determined by such alternate method or reasonably selected by Lender. LIBOR shall
be adjusted from time to time in Lender’s sole discretion for then-applicable reserve requirements,
deposit insurance assessment rates, marginal emergency, supplemental, special and other reserve
percentages, and other regulatory costs.



Loan Agreement: The Loan Agreement of even date herewith executed by Lender and
Borrower.



Loan Documents: As defined in the Loan Agreement.



Maturity Date: December 19, 2013.



Maximum Lawful Rate: The maximum lawful rate of interest which may be contracted for,
charged, taken, received or reserved by Lender in accordance with the applicable laws of the State
of Texas (or applicable United States federal law to the extent that such law permits Lender to
contract for, charge, take, receive or reserve a greater amount of interest than under Texas law),
taking into account all Charges made in connection with the transaction evidenced by this Note and
the other Loan Documents.



Note: This Promissory Note.



Note Rate: The rate equal to the lesser of (a) the Maximum Lawful Rate or (b) the
Applicable Rate.



Payment Date: The first day of each and every calendar month during the term of this
Note and the last day of each LIBOR Interest Period.



Portion: Any principal amount bearing interest based upon the Prime Rate or LIBOR.



Prime Rate: The rate of interest announced from time to time by Lender as its “base”
or “prime” rate of interest, which Borrower hereby acknowledges and agrees may not be the lowest
interest rate charged by Lender and is set by Lender in its sole discretion, changing when and as
said prime rate changes.



Related Indebtedness: Any and all indebtedness paid or payable by Borrower to Lender
pursuant to the Loan Documents or any other communication or writing by or between Borrower and
Lender related to the transaction or transactions that are the subject matter of the Loan
Documents, except such indebtedness which has been paid or is payable by Borrower to Lender under
this Note.



Any capitalized term used in this Note and not otherwise defined herein shall have the meaning
ascribed to each such term in the Loan Agreement. All terms used herein, whether or not defined in
Section 1.1 hereof, and whether used in singular or plural form, shall be deemed to refer
to the object of such term whether such is singular or plural in nature, as the context may suggest
or require.



			
	 	 	 
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ARTICLE II

PAYMENT TERMS




Section 2.1 Payment of Principal and Interest. All accrued but unpaid
interest on the principal balance of this Note outstanding from time to time shall be payable on
each Payment Date. The then outstanding principal balance of this Note and all accrued but unpaid
interest thereon shall be due and payable on the Maturity Date. Borrower may from time to time
during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and
reborrow, subject to all of the limitations, terms and conditions of this Note and of the Loan
Documents; provided however, that the total outstanding borrowings under this Note shall not at any
time exceed the principal amount stated above. The unpaid principal balance of this Note at any
time shall be the total amounts advanced hereunder by Lender less the amount of principal payments
made hereon by or for Borrower, which balance may be endorsed hereon from time to time by Lender or
otherwise noted in Lender’s records, which notations shall be, absent manifest error, conclusive
evidence of the amounts owing hereunder from time to time.



Section 2.2 Application. Except as expressly provided herein to the
contrary, all payments on this Note shall be applied in the following order of priority: (i) the
payment or reimbursement of any expenses, costs or obligations (other than the outstanding
principal balance hereof and interest hereon) for which either Borrower shall be obligated or
Lender shall be entitled pursuant to the provisions of this Note or the other Loan Documents,
(ii) the payment of accrued but unpaid interest hereon, and (iii) the payment of all or any portion
of the principal balance hereof then outstanding hereunder, in the direct order of maturity. If an
Event of Default exists under this Note or under any of the other Loan Documents, then Lender may,
at the sole option of Lender, apply any such payments, at any time and from time to time, to any of
the items specified in clauses (i), (ii) or (iii) above without regard to the order of priority
otherwise specified in this Section 2.2 and any application to the outstanding principal
balance hereof may be made in either direct or inverse order of maturity.



Section 2.3 Payments. All payments under this Note made to Lender shall be
made in immediately available funds at 2100 McKinney Avenue, Suite 900, Dallas, Texas 75201 (or at
such other place as Lender, in Lender’s sole discretion, may have established by delivery of
written notice thereof to Borrower from time to time), without offset, in lawful money of the
United States of America, which shall at the time of payment be legal tender in payment of all
debts and dues, public and private. Payments by check or draft shall not constitute payment in
immediately available funds until the required amount is actually received by Lender in full.
Payments in immediately available funds received by Lender in the place designated for payment on a
Business Day prior to 11:00 a.m. Dallas, Texas time at said place of payment shall be credited
prior to the close of business on the Business Day received, while payments received by Lender on a
day other than a Business Day or after 11:00 a.m. Dallas, Texas time on a Business Day shall not be
credited until the next succeeding Business Day. If any payment of principal or interest on this
Note shall become due and payable on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day. Any such extension of time for
payment shall be included in computing interest which has accrued and shall be payable in
connection with such payment.



			
	 	 	 
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Section 2.4 Rate Selection, Etc. Borrower may select, subject to the terms
and conditions set forth below, a Note Rate based upon either LIBOR or the Prime Rate for the
entire principal amount of this Note then outstanding or any Portion thereof. No more than three
LIBOR Interest Periods may be outstanding at any time, and each Portion bearing interest based on
LIBOR shall be at least $100,000. Borrower may designate the Portion to bear interest based upon
LIBOR by giving Lender written notice of its selection before 11:00 a.m. (Dallas, Texas time) on
the LIBOR Determination Date, which selection shall be irrevocable, for each LIBOR Interest Period.
If an Event of Default has occurred and is continuing, the option to select LIBOR as a basis for
the Note Rate shall be terminated. No LIBOR Interest Period may extend beyond the Maturity Date.
Any Portion for which LIBOR Interest Period is not selected shall bear interest at a Note Rate
based upon the Prime Rate. The determination by Lender of the Note Rate shall, in the absence of
manifest error, be conclusive and binding in all respects. Notwithstanding anything contained
herein to the contrary, if (i) at any time, Lender determines (which determination shall be
conclusive in the absence of manifest error) that any applicable law or regulation or any change
therein or the interpretation or application thereof or compliance therewith by Lender
(A) prohibits, restricts or makes impossible the charging of interest based on LIBOR or (B) shall
make it unlawful for Lender to make or maintain the indebtedness evidenced by this Note in
eurodollars, or (ii) at the time of or prior to the determination of the Note Rate, Lender
determines (which determination shall be conclusive in the absence of manifest error) that by
reason of circumstances affecting the London interbank market generally, (A) deposits in United
States Dollars in the relevant amounts and of the relevant maturity are not available to Lender in
the London interbank market, (B) the Note Rate does not adequately and fairly reflect the cost to
Lender of making or maintaining the loan, due to changes in administrative costs, fees, tariffs and
taxes and other matters outside of Lender’s reasonable control, or (C) adequate and fair means do
not or will not exist for determining the Note Rate as set forth in this Note, then Lender shall
give Borrower prompt notice thereof, and this Note shall bear interest, and continue to bear
interest until Lender determines that the applicable circumstance described in the foregoing
clauses (i) (A) or (B) or (ii) (A), (B) or (C) no longer pertains, at the Prime Rate plus
Applicable Margin.



Section 2.5 Computation Period. Interest on the indebtedness evidenced by
this Note shall be computed on the basis of a three hundred sixty (360) day year and shall accrue
on the actual number of days elapsed for any whole or partial month in which interest is being
calculated. In computing the number of days during which interest accrues, the day on which funds
are initially advanced shall be included regardless of the time of day such advance is made, and
the day on which funds are repaid shall be included unless repayment is credited prior to the close
of business on the Business Day received as provided in Section 2.3 hereof.



Section 2.6 Prepayment. Borrower shall have the right to prepay, at any time
and from time to time, without fee, premium or penalty (except as noted below), all or any Portion
of the outstanding principal balance hereof, provided, however, that (a) Borrower shall provide
notice to Lender of any such prepayment on or before 2:30 P.M. Dallas, Texas time on the date of
any such prepayment; (b) such prepayment shall also include any and all accrued but unpaid interest
on the amount of principal being so prepaid through and including the date of
prepayment, plus any other sums which have become due to Lender under the other Loan Documents
on or before the date of prepayment, but which have not been fully paid; and (c) Borrower shall pay
any Funding Indemnification. Prepayments of principal will be applied in inverse order of
maturity. If this Note is prepaid in full, any commitment of Lender to make further advances shall
automatically terminate and shall be of no further force or effect.



			
	 	 	 
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Section 2.7 Unconditional Payment. Borrower is and shall be obligated to pay
all principal, interest and any and all other amounts which become payable under this Note or under
any of the other Loan Documents absolutely and unconditionally and without any abatement,
postponement, diminution or deduction whatsoever and without any reduction for counterclaim or
setoff whatsoever. If at any time any payment received by Lender hereunder shall be deemed by a
court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under
any Debtor Relief Law, then the obligation to make such payment shall survive any cancellation or
satisfaction of this Note or return thereof to Borrower and shall not be discharged or satisfied
with any prior payment thereof or cancellation of this Note, but shall remain a valid and binding
obligation enforceable in accordance with the terms and provisions hereof, and such payment shall
be immediately due and payable upon demand.



Section 2.8 Partial or Incomplete Payments. Remittances in payment of any
part of this Note other than in the required amount in immediately available funds at the place
where this Note is payable shall not, regardless of any receipt or credit issued therefor,
constitute payment until the required amount is actually received by Lender in full in accordance
herewith and shall be made and accepted subject to the condition that any check or draft may be
handled for collection in accordance with the practice of the collecting bank or banks. Acceptance
by Lender of any payment in an amount less than the full amount then due shall be deemed an
acceptance on account only, and the failure to pay the entire amount then due shall be and continue
to be an Event of Default in the payment of this Note.



Section 2.9 Default Interest Rate, etc. For so long as any Event of Default
exists under this Note or under any of the other Loan Documents, regardless of whether or not there
has been an acceleration of the indebtedness evidenced by this Note, and at all times after the
maturity of the indebtedness evidenced by this Note (whether by acceleration or otherwise), and in
addition to all other rights and remedies of Lender hereunder, interest shall accrue on the
outstanding principal balance hereof at the Default Interest Rate, and such accrued interest shall
be immediately due and payable. Borrower acknowledges that it would be extremely difficult or
impracticable to determine Lender’s actual damages resulting from any late payment or Event of
Default, and such late charges and accrued interest are reasonable estimates of those damages and
do not constitute a penalty.



ARTICLE III

EVENT OF DEFAULT AND REMEDIES




Section 3.1 Event of Default. The occurrence or happening, at any time and
from time to time, of any one or more of the following shall immediately constitute an “Event of
Default” under this Note:




(a) Borrower shall fail, refuse or neglect to pay and satisfy, in full and in the
applicable method and manner required, any required payment of principal or interest or any
other portion of the indebtedness evidenced by this Note as and when the same shall
become due and payable, whether at the stipulated due date thereof, at a date fixed for
payment, or at maturity, by acceleration or otherwise; or




(b) The occurrence of any other default, breach or event of default as defined in or
under this Note, the Loan Agreement or any other Loan Document that remains uncured under
and pursuant to the provisions of this Note, the Loan Agreement or any other Loan Document.



			
	 	 	 
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Section 3.2 Remedies. Upon the occurrence of an Event of Default, Lender
shall have the immediate right, at the sole discretion of Lender and without notice, demand,
presentment, notice of nonpayment or nonperformance, protest, notice of protest, notice of intent
to accelerate, notice of acceleration, or any other notice or any other action (ALL OF WHICH
BORROWER HEREBY EXPRESSLY WAIVES AND RELINQUISHES) (i) to declare the entire unpaid balance of the
indebtedness evidenced by this Note (including, without limitation, the outstanding principal
balance hereof, including all sums advanced or accrued hereunder or under any other Loan Document,
and all accrued but unpaid interest thereon) at once immediately due and payable (and upon such
declaration, the same shall be at once immediately due and payable) and may be collected forthwith,
whether or not there has been a prior demand for payment and regardless of the stipulated date of
maturity, (ii) to foreclose any liens and security interests securing payment hereof or thereof
(including, without limitation, any liens and security interests), and (iii) to exercise any of
Lender’s other rights, powers, recourses and remedies under this Note, under any other Loan
Document, or at law or in equity, and the same (w) shall be cumulative and concurrent, (x) may be
pursued separately, singly, successively, or concurrently against Borrower or others obligated for
the repayment of this Note or any part hereof, at the sole discretion of Lender, (y) may be
exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise,
discontinuance of the exercise of or failure to exercise any of the same shall in no event be
construed as a waiver or release thereof or of any other right, remedy, or recourse, and (z) are
intended to be, and shall be, nonexclusive. All rights and remedies of Lender hereunder and under
the other Loan Documents shall extend to any period after the initiation of foreclosure
proceedings, judicial or otherwise. Without limiting the provisions of Section 4.18
hereof, if this Note, or any part hereof, is collected by or through an attorney-at-law, Borrower
agrees to pay all costs and expenses of collection, including, but not limited to, Lender’s
attorneys’ fees, whether or not any legal action shall be instituted to enforce this Note. This
Note is also subject to acceleration as provided in the Loan Agreement.



ARTICLE IV

GENERAL PROVISIONS




Section 4.1 No Waiver; Amendment. No failure to accelerate the indebtedness
evidenced by this Note by reason of an Event of Default hereunder, acceptance of a partial or past
due payment, or indulgences granted from time to time shall be construed (i) as a novation of this
Note or as a reinstatement of the indebtedness evidenced by this Note or as a waiver of such right
of acceleration or of the right of Lender thereafter to insist upon strict compliance with the
terms of this Note, or (ii) to prevent the exercise of such right of acceleration or any other
right granted under this Note, under any of the other Loan Documents or by any applicable laws.
Borrower hereby expressly waives and relinquishes the benefit of any statute or rule of law or
equity now provided, or which may hereafter be provided, which would produce a result contrary to
or in conflict with the foregoing. The failure to exercise any remedy available to Lender shall
not be deemed to be a waiver of any rights or remedies of Lender under this Note or under any
of the other Loan Documents, or at law or in equity. No extension of the time for the payment of
this Note or any installment due hereunder, made by agreement with any person now or hereafter
liable for the payment of this Note, shall operate to release, discharge, modify, change or affect
the original liability of Borrower under this Note, either in whole or in part, unless Lender
specifically, unequivocally and expressly agrees otherwise in writing. This Note may not be
changed orally, but only by an agreement in writing signed by the party against whom enforcement of
any waiver, change, or modification is sought.



			
	 	 	 
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Section 4.2 Waivers. EXCEPT AS SPECIFICALLY PROVIDED IN THE LOAN DOCUMENTS
TO THE CONTRARY, BORROWER AND ANY ENDORSERS OR GUARANTORS HEREOF SEVERALLY WAIVE AND RELINQUISH
PRESENTMENT FOR PAYMENT, DEMAND, NOTICE OF NONPAYMENT OR NONPERFORMANCE, PROTEST, NOTICE OF
PROTEST, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION OR ANY OTHER NOTICES OR ANY OTHER
ACTION. BORROWER AND ANY ENDORSERS OR GUARANTORS HEREOF SEVERALLY WAIVE AND RELINQUISH, TO THE
FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO THE BENEFITS OF ANY MORATORIUM, REINSTATEMENT,
MARSHALING, FORBEARANCE, VALUATION, STAY, EXTENSION, REDEMPTION, APPRAISEMENT, EXEMPTION AND
HOMESTEAD NOW OR HEREAFTER PROVIDED BY THE CONSTITUTION AND LAWS OF THE UNITED STATES OF AMERICA
AND OF EACH STATE THEREOF, BOTH AS TO ITSELF AND IN AND TO ALL OF ITS PROPERTY, REAL AND PERSONAL,
AGAINST THE ENFORCEMENT AND COLLECTION OF THE OBLIGATIONS EVIDENCED BY THIS NOTE OR BY THE OTHER
LOAN DOCUMENTS.



Section 4.3 Interest Provisions.




(a) Savings Clause. It is expressly stipulated and agreed to be the intent of
Borrower and Lender at all times to comply strictly with the applicable Texas law governing
the maximum rate or amount of interest payable on the indebtedness evidenced by this Note
and the Related Indebtedness (or applicable United States federal law to the extent that it
permits Lender to contract for, charge, take, reserve or receive a greater amount of
interest than under Texas law). If the applicable law is ever judicially interpreted so as
to render usurious any amount (i) contracted for, charged, taken, reserved or received
pursuant to this Note, any of the other Loan Documents or any other communication or writing
by or between Borrower and Lender related to the transaction or transactions that are the
subject matter of the Loan Documents, (ii) contracted for, charged, taken, reserved or
received by reason of Lender’s exercise of the option to accelerate the maturity of this
Note and/or the Related Indebtedness, or (iii) Borrower will have paid or Lender will have
received by reason of any voluntary prepayment by Borrower of this Note and/or the Related
Indebtedness, then it is Borrower’s and Lender’s express intent that all amounts charged in
excess of the Maximum Lawful Rate shall be automatically canceled, ab initio, and all
amounts in excess of the Maximum Lawful Rate theretofore collected by Lender shall be
credited on the principal balance of this Note and/or the Related Indebtedness (or, if this
Note and all Related Indebtedness have been or would thereby be paid in full, refunded to
Borrower), and the provisions of this Note and the other Loan Documents shall immediately be
deemed



			
	 	 	 
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reformed
and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the
execution of any new document, so as to comply with the applicable law, but so as to permit
the recovery of the fullest amount otherwise called for hereunder and thereunder; provided,
however, if this Note has been paid in full before the end of the stated term of this Note,
then Borrower and Lender agree that Lender shall, with reasonable promptness after Lender
discovers or is advised by Borrower that interest was received in an amount in excess of the
Maximum Lawful Rate, either refund such excess interest to Borrower and/or credit such
excess interest against this Note and/or any Related Indebtedness then owing by Borrower to
Lender. Borrower hereby agrees that as a condition precedent to any claim seeking usury
penalties against Lender, Borrower will provide written notice to Lender, advising Lender in
reasonable detail of the nature and amount of the violation, and Lender shall have sixty
(60) days after receipt of such notice in which to correct such usury violation, if any, by
either refunding such excess interest to Borrower or crediting such excess interest against
this Note and/or the Related Indebtedness then owing by Borrower to Lender. All sums
contracted for, charged, taken, reserved or received by Lender for the use, forbearance or
detention of any debt evidenced by this Note and/or the Related Indebtedness shall, to the
extent permitted by applicable law, be amortized or spread, using the actuarial method,
throughout the stated term of this Note and/or the Related Indebtedness (including any and
all renewal and extension periods) until payment in full so that the rate or amount of
interest on account of this Note and/or the Related Indebtedness does not exceed the Maximum
Lawful Rate from time to time in effect and applicable to this Note and/or the Related
Indebtedness for so long as debt is outstanding. In no event shall the provisions of
Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan
accounts and revolving triparty accounts) apply to this Note and/or any of the Related
Indebtedness. Notwithstanding anything to the contrary contained herein or in any of the
other Loan Documents, it is not the intention of Lender to accelerate the maturity of any
interest that has not accrued at the time of such acceleration or to collect unearned
interest at the time of such acceleration.




(b) Ceiling Election. To the extent that Lender is relying on Chapter 303 of
the Texas Finance Code to determine the Maximum Lawful Rate payable on the Note and/or any
other portion of the Indebtedness, Lender will utilize the weekly ceiling from time to time
in effect as provided in such Chapter 303, as amended. To the extent United States federal
law permits Lender to contract for, charge, take, receive or reserve a greater amount of
interest than under Texas law, Lender will rely on United States federal law instead of such
Chapter 303 for the purpose of determining the Maximum Lawful Rate. Additionally, to the
extent permitted by applicable law now or hereafter in effect, Lender may, at its option and
from time to time, utilize any other method of establishing the Maximum Lawful Rate under
such Chapter 303 or under other applicable law by giving notice, if required, to Borrower as
provided by applicable law now or hereafter in effect.



Section 4.4 Use of Funds. Borrower hereby warrants, represents and covenants
that (i) the loan evidenced by this Note is made to Borrower solely for the purpose of acquiring or
carrying on a business or commercial enterprise, (ii) all proceeds of this Note shall be used only
for business and commercial purposes, (iii) no funds disbursed hereunder shall be used for
personal, family, agricultural or household purposes, and (iv) no funds shall be used to purchase
or carry interest bearing securities at any time that the LIBOR rate used to calculate the
Applicable Rate is less than or equal to 2%.



			
	 	 	 
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Section 4.5 Further Assurances and Corrections. From time to time, at the
request of Lender, Borrower will (i) promptly correct any defect, error or omission which may be
discovered in the contents of this Note or in any other Loan Document or in the execution or
acknowledgment thereof; (ii) execute, acknowledge, deliver, record and/or file (or cause to be
executed, acknowledged, delivered, recorded and/or filed) such further documents and instruments
(including, without limitation, further deeds of trust, security agreements, financing statements,
continuation statements and assignments of rents) and perform such further acts and provide such
further assurances as may be necessary, desirable, or proper, in Lender’s opinion, (A) to carry out
more effectively the purposes of this Note and the Loan Documents and the transactions contemplated
hereunder and thereunder, (B) to confirm the rights created under this Note and the other Loan
Documents, (C) to protect and further the validity, priority and enforceability of this Note and
the other Loan Documents and the liens and security interests created thereby, and (D) to subject
to the Loan Documents any property of Borrower intended by the terms of any one or more of the Loan
Documents to be encumbered by the Loan Documents; and (iii) pay all costs in connection with any of
the foregoing.



Section 4.6 Waiver of Jury Trial. BORROWER, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, HEREBY KNOWINGLY, INTENTIONALLY, IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY,
WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING
TO THIS NOTE OR ANY CONDUCT, ACT OR OMISSION OF LENDER OR BORROWER, OR ANY OF THEIR DIRECTORS,
OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH
LENDER OR BORROWER, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE.



Section 4.7 Governing Law; Submission to Jurisdiction. This Note is executed
and delivered as an incident to a lending transaction negotiated and consummated in Dallas County,
Texas, and shall be governed by and construed in accordance with the laws of the State of Texas.
Borrower, for itself and its successors and assigns, hereby irrevocably (i) submits to the
nonexclusive jurisdiction of the state and federal courts in Texas, (ii) waives, to the fullest
extent permitted by law, any objection that it may now or in the future have to the laying of venue
of any litigation arising out of or in connection with this Note or any Loan Document brought in
the District Court of Dallas County, Texas, or in the United States District Court for the Northern
District of Texas, Dallas Division, (iii) waives any objection it may now or hereafter have as to
the venue of any such action or proceeding brought in such court or that such court is an
inconvenient forum, and (iv) agrees that any legal proceeding against any party to any of the Loan
Documents arising out of or in connection with any of the Loan Documents may be brought in one of
the foregoing courts. Borrower hereby agrees that service of process upon Borrower may be made by
certified or registered mail, return receipt requested, at its address specified herein. Nothing
herein shall affect the right of Lender to serve process in any other manner permitted by law or
shall limit the right of Lender to bring any action or proceeding against Borrower or with respect
to any of Borrower’s property in courts in other jurisdictions. The scope of each of the foregoing waivers is intended to be all encompassing of any and all
disputes that may be filed in any court and that relate to the subject matter of this transaction,
including, without limitation, contract claims, tort claims, breach of duty claims, and all other
common law and statutory claims. Borrower acknowledges that these waivers are a material
inducement to Lender’s agreement to enter into the agreements and obligations evidenced by the Loan
Documents, that Lender has already relied on these waivers and will continue to rely on each of
these waivers in related future dealings. The waivers in this Section 4.7 are irrevocable,
meaning that they may not be modified either orally or in writing, and these waivers apply to any
future renewals, extensions, amendments, modifications, or replacements in respect of any and all
of the applicable Loan Documents. In connection with any litigation, this Note may be filed as a
written consent to a trial by the court.




			
	 	 	 
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Section 4.8 Counting of Days. If any time period referenced hereunder ends
on a day other than a Business Day, such time period shall be deemed to end on the next succeeding
Business Day.



Section 4.9 Relationship of the Parties. Notwithstanding any prior business
or personal relationship between Borrower and Lender, or any officer, director or employee of
Lender, that may exist or have existed, the relationship between Borrower and Lender is solely that
of debtor and creditor, Lender has no fiduciary or other special relationship with Borrower,
Borrower and Lender are not partners or joint venturers, and no term or condition of any of the
Loan Documents shall be construed so as to deem the relationship between Borrower and Lender to be
other than that of debtor and creditor.



Section 4.10 Successors and Assigns. The terms and provisions hereof shall
be binding upon and inure to the benefit of Borrower and Lender and their respective heirs,
executors, legal representatives, successors, successors-in-title and assigns, whether by voluntary
action of the parties, by operation of law or otherwise, and all other persons claiming by, through
or under them. The terms “Borrower” and “Lender” as used hereunder shall be deemed to include
their respective heirs, executors, legal representatives, successors, successors-in-title and
assigns, whether by voluntary action of the parties, by operation of law or otherwise, and all
other persons claiming by, through or under them.



Section 4.11 Joint and Several Liability. If Borrower consists of more than
one person or entity, each shall be jointly and severally liable to perform the obligations of
Borrower under this Note.



Section 4.12 Time is of the Essence. Time is of the essence with respect to
all provisions of this Note and the other Loan Documents.



Section 4.13 Headings. The Article, Section, and Subsection entitlements
hereof are inserted for convenience of reference only and shall in no way alter, modify, define,
limit, amplify or be used in construing the text, scope or intent of such Articles, Sections, or
Subsections or any provisions hereof.



Section 4.14 Controlling Agreement. In the event of any conflict between the
provisions of this Note and the Deed of Trust, it is the intent of the parties hereto that the
provisions of the Loan Agreement shall control. In the event of any conflict between the
provisions of this Note and any of the other Loan Documents (other than the Loan Agreement), it
is the intent of the parties hereto that the provisions of this Note shall control. The
parties hereto acknowledge that they were represented by competent counsel in connection with the
negotiation, drafting and execution of this Note and the other Loan Documents and that this Note
and the other Loan Documents shall not be subject to the principle of construing their meaning
against the party which drafted same.



			
	 	 	 
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Section 4.15 Notices. All notices or other communications required or
permitted to be given pursuant to this Note shall be in writing and shall be considered as properly
given if (i) mailed by first class United States mail, postage prepaid, registered or certified
with return receipt requested, (ii) by delivering same in person to the intended addressee,
(iii) by delivery to a reputable independent third party commercial delivery service for same day
or next day delivery and providing for evidence of receipt at the office of the intended addressee,
or (iv) by prepaid telegram, telex, telecopier or telefacsimile transmission to the addressee.
Notice so mailed shall be effective upon its deposit with the United States Postal Service or any
successor thereto; notice sent by such a commercial delivery service shall be effective upon
delivery to such commercial delivery service; notice given by personal delivery shall be effective
only if and when received by the addressee; and notice given by other means shall be effective only
if and when received at the office or designated place or machine of the intended addressee. For
purposes of notice, the addresses of the parties shall be as set forth herein; provided, however,
that either party shall have the right to change its address for notice hereunder to any other
location within the continental United States by the giving of thirty (30) days’ prior notice to
the other party in the manner set forth herein.



Section 4.16 Severability. If any provision of this Note or the application
thereof to any person or circumstance shall, for any reason and to any extent, be invalid or
unenforceable, then neither the remainder of this Note nor the application of such provision to
other persons or circumstances nor the other instruments referred to herein shall be affected
thereby, but rather shall be enforced to the greatest extent permitted by applicable law.



Section 4.17 Right of Setoff. In addition to all liens upon and rights of
setoff against the money, securities, or other property of Borrower given to Lender that may exist
under applicable law, Lender shall have and Borrower hereby grants to Lender a lien upon and a
right of setoff against all money, securities, and other property of Borrower, now or hereafter in
possession of or on deposit with Lender, whether held in a general or special account or deposit,
for safe-keeping or otherwise, and every such lien and right of setoff may be exercised without
demand upon or notice to Borrower. No lien or right of setoff shall be deemed to have been waived
by any act or conduct on the part of Lender, or by any neglect to exercise such right of setoff or
to enforce such lien, or by any delay in so doing, and every right of setoff and lien shall
continue in full force and effect until such right of setoff or lien is specifically waived or
released by an instrument in writing executed by Lender.



Section 4.18 Costs of Collection. If any holder of this Note retains an
attorney-at-law in connection with any Event of Default or at maturity or to collect, enforce, or
defend this Note or any part hereof, or any other Loan Document in any lawsuit or in any probate,
reorganization, bankruptcy or other proceeding, or if Borrower sues any holder in connection with
this Note or any other Loan Document and does not prevail, then Borrower agrees to pay to each such
holder, in addition to the principal balance hereof and all interest
hereon, all costs and expenses of collection or incurred by such holder or in any such suit or
proceeding, including, but not limited to, reasonable attorneys’ fees.



			
	 	 	 
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Section 4.19 Gender. All personal pronouns used herein, whether used in the
masculine, feminine or neuter gender, shall include all other genders; the singular shall include
the plural and vice versa.



Section 4.20 Statement of Unpaid Balance. At any time and from time to time,
Borrower will furnish promptly, upon the request of Lender, a written statement or affidavit, in
form satisfactory to Lender, stating the unpaid balance of the indebtedness evidenced by this Note
and the Related Indebtedness and that there are no offsets or defenses against full payment of the
indebtedness evidenced by this Note and the Related Indebtedness and the terms hereof, or if there
are any such offsets or defenses, specifying them.



Section 4.21 Entire Agreement. THIS NOTE AND THE OTHER LOAN DOCUMENTS
CONTAIN THE FINAL, ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER
HEREOF AND THEREOF AND ALL PRIOR AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATIVE HERETO AND THERETO
WHICH ARE NOT CONTAINED HEREIN OR THEREIN ARE SUPERSEDED AND TERMINATED HEREBY, AND THIS NOTE AND
THE OTHER LOAN DOCUMENTS MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES HERETO.



[Signature Page Follows.]




			
	 	 	 
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IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has duly executed this
Note as of the day and year first written above.



	 	 	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	INTERPHASE CORPORATION,

a Texas corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Thomas N. Tipton Jr.	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Thomas N. Tipton, Jr.	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer	 	 






Address
of Lender for purposes of notice hereunder:



Texas Capital Bank, National Association

2100 McKinney Avenue

Suite 900

Dallas, Texas 75201




Attn: Richard L. Rogers




			
	 	 	 
	PROMISSORY NOTE
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