Exhibit 10.33


NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION
WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT AND
ANY APPLICABLE STATE LAWS.



                             STOCK PURCHASE WARRANT


                To Purchase 16,366,612 Shares of Common Stock of

                                 DATA RACE, INC.

     THIS CERTIFIES that, for value received, Grenville Finance Ltd. (the
"Holder"), is entitled, upon the terms and subject to the limitations on
exercise and the conditions hereinafter set forth, at any time on or after July
30, 2001 (the "Initial Exercise Date") and on or prior to the close of business
on July 30, 2004 (the "Termination Date") but not thereafter, to subscribe for
and purchase from Data Race, Inc., a corporation organized under the laws of the
State of Texas (the "Company"), up to 16,366,612 shares (the "Warrant Shares")
of Common Stock, no par value per share, of the Company (the "Common Stock").
The purchase price of one share of Common Stock (the "Exercise Price") under
this Warrant shall be $0.07027. The Exercise Price and the number of Warrant
Shares for which the Warrant is exercisable shall be subject to adjustment as
provided herein. In the event of any conflict between the terms of this Warrant
and the Common Stock Purchase Agreement dated as of July 26, 2001 pursuant to
which this Warrant has been issued (the "Purchase Agreement"), the Purchase
Agreement shall control. Capitalized terms used and not otherwise defined herein
shall have the meanings set forth for such terms in the Purchase Agreement.



                                       1
<PAGE>


     1. Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, subject to Section 7 herein, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed.

     2. Authorization of Shares. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights represented by this Warrant,
be duly authorized, validly issued, fully paid and nonassessable and free from
all taxes, liens and charges in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously with such issue).

     3. Exercise of Warrant.

          (a) Except as provided in Section 4 herein, exercise of the purchase
     rights represented by this Warrant may be made at any time or times on or
     after the Initial Exercise Date and on or before the close of business on
     the Termination Date by the surrender of this Warrant and the Notice of
     Exercise Form annexed hereto duly executed, at the office of the Company
     (or such other office or agency of the Company as it may designate by
     notice in writing to the registered Holder at the address of such Holder
     appearing on the books of the Company) and upon payment of the Exercise
     Price of the shares thereby purchased by wire transfer or cashier's check
     drawn on a United States bank, or by means of a cashless exercise, the
     Holder shall be entitled to receive a certificate for the number of Warrant
     Shares so purchased. Certificates for shares purchased hereunder shall be
     delivered to the Holder within three (3) Trading Days after the date on
     which this Warrant shall have been exercised as aforesaid. This Warrant
     shall be deemed to have been exercised and such certificate or certificates
     shall be deemed to have been issued, and Holder or any other person so
     designated to be named therein shall be deemed to have become a holder of
     record of such shares for all purposes, as of the date the Warrant has been
     exercised by payment to the Company of the Exercise Price and all taxes
     required to be paid by the Holder, if any, pursuant to Section 5 prior to
     the issuance of such shares, have been paid.

          (b) If this Warrant shall have been exercised in part, the Company
     shall, at the time of delivery of the certificate or certificates
     representing Warrant Shares, deliver to Holder a new Warrant evidencing the
     rights of Holder to purchase the unpurchased Warrant Shares called for by
     this Warrant, which new Warrant shall in all other respects be identical
     with this Warrant.

          (c) If there is no registration in effect permitting the resale by the
     Holder of the Warrant Shares at any time from and after one year from the
     issuance date of this Warrant, this Warrant shall also be exercisable by
     means of a "cashless exercise" in which the Holder shall be entitled to
     receive a certificate for the number of Warrant Shares equal to the
     quotient obtained by dividing [(A-B) (X)] by (A), where:


                                       2
<PAGE>

          (A) = the average of the high and low trading prices per share of
          Common Stock on the Trading Day preceding the date of such election on
          the Nasdaq Stock Market, or if the Common Stock is not traded on the
          Nasdaq Stock Market, then the Principal Market in terms of volume;

          (B) = the Exercise Price of this Warrant; and

          (X) = the number of Warrant Shares issuable upon exercise of this
          Warrant in accordance with the terms of this Warrant and the Notice of
          Exercise.

          (d) Notwithstanding anything herein to the contrary, in no event shall
     the Holder be permitted to exercise this Warrant for Warrant Shares to the
     extent that (i) the number of shares of Common Stock owned by such Holder
     (other than Warrant Shares issuable upon exercise of this Warrant) plus
     (ii) the number of Warrant Shares issuable upon exercise of this Warrant,
     would be equal to or exceed 9.9% of the number of shares of Common Stock
     then issued and outstanding, including shares issuable upon exercise of
     this Warrant held by such Holder after application of this Section 3(d). As
     used herein, beneficial ownership shall be determined in accordance with
     Section 13(d) of the Exchange Act. To the extent that the limitation
     contained in this Section 3(d) applies, the determination of whether this
     Warrant is exercisable (in relation to other securities owned by the
     Holder) and of which a portion of this Warrant is exercisable shall be in
     the sole discretion of such Holder, and the submission of a Notice of
     Exercise shall be deemed to be such Holder's determination of whether this
     Warrant is exercisable (in relation to other securities owned by such
     Holder) and of which portion of this Warrant is exercisable, in each case
     subject to such aggregate percentage limitation, and the Company shall have
     no obligation to verify or confirm the accuracy of such determination.
     Nothing contained herein shall be deemed to restrict the right of a Holder
     to exercise this Warrant into Warrant Shares at such time as such exercise
     will not violate the provisions of this Section 3(d). The provisions of
     this Section 3(d) may be waived by the Holder upon, at the election of the
     Holder, with not less than 61 days' prior notice to the Company, and the
     provisions of this Section 3(d) shall continue to apply until such 61st day
     (or such later date as may be specified in such notice of waiver). No
     exercise of this Warrant in violation of this Section 3(d) but otherwise in
     accordance with this Warrant shall affect the status of the Warrant Shares
     as validly issued, fully-paid and nonassessable.

     4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

     5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares
shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such certificate, all of
which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the Holder or in such


                                       3
<PAGE>

name or names as may be directed by the Holder; provided, however, that in the
event certificates for Warrant Shares are to be issued in a name other than the
name of the Holder, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the Holder;
and the Company may require, as a condition thereto, the payment of a sum
sufficient to reimburse it for any transfer tax incidental thereto.

     6. Closing of Books. The Company will not close its stockholder books or
records in any manner which prevents the timely exercise of this Warrant.

     7. Transfer, Division and Combination.

          (a) Subject to compliance with any applicable securities laws,
     transfer of this Warrant and all rights hereunder, in whole or in part,
     shall be registered on the books of the Company to be maintained for such
     purpose, upon surrender of this Warrant at the principal office of the
     Company, together with a written assignment of this Warrant substantially
     in the form attached hereto duly executed by the Holder or its agent or
     attorney and funds sufficient to pay any transfer taxes payable upon the
     making of such transfer. In the event that the Holder wishes to transfer a
     portion of this Warrant, the Holder shall transfer at least 100,000 shares
     underlying this Warrant to any such transferee. Upon such surrender and, if
     required, such payment, the Company shall execute and deliver a new Warrant
     or Warrants in the name of the assignee or assignees and in the
     denomination or denominations specified in such instrument of assignment,
     and shall issue to the assignor a new Warrant evidencing the portion of
     this Warrant not so assigned, and this Warrant shall promptly be cancelled.
     A Warrant, if properly assigned, may be exercised by a new holder for the
     purchase of Warrant Shares without having a new Warrant issued.

          (b) This Warrant may be divided or combined with other Warrants upon
     presentation hereof at the aforesaid office of the Company, together with a
     written notice specifying the names and denominations in which new Warrants
     are to be issued, signed by the Holder or its agent or attorney. Subject to
     compliance with Section 7(a), as to any transfer which may be involved in
     such division or combination, the Company shall execute and deliver a new
     Warrant or Warrants in exchange for the Warrant or Warrants to be divided
     or combined in accordance with such notice.

          (c) The Company shall prepare, issue and deliver at its own expense
     (other than transfer taxes) the new Warrant or Warrants under this Section
     7.

          (d) The Company agrees to maintain, at its aforesaid office, books for
     the registration and the registration of transfer of the Warrants.

     8. No Rights as Shareholder until Exercise. This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment
of the aggregate Exercise Price or by means of a cashless exercise, the Warrant
Shares so purchased shall be and be deemed to be issued to such Holder as the
record owner of such shares as of the close of business on the later of the date
of such surrender or payment.


                                       4
<PAGE>

     9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which shall
not include the posting of any bond), and upon surrender and cancellation of
such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

     10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

     11. Adjustments of Exercise Price and Number of Warrant Shares.

          (a) Stock Splits, etc. The number and kind of securities purchasable
     upon the exercise of this Warrant and the Exercise Price shall be subject
     to adjustment from time to time upon the happening of any of the following.
     In case the Company shall (i) pay a dividend in shares of Common Stock or
     make a distribution in shares of Common Stock to holders of its outstanding
     Common Stock, (ii) subdivide its outstanding shares of Common Stock into a
     greater number of shares, (iii) combine its outstanding shares of Common
     Stock into a smaller number of shares of Common Stock, or (iv) issue any
     shares of its capital stock in a reclassification of the Common Stock, then
     the number of Warrant Shares purchasable upon exercise of this Warrant
     immediately prior thereto shall be adjusted so that the Holder shall be
     entitled to receive the kind and number of Warrant Shares or other
     securities of the Company which it would have owned or have been entitled
     to receive had such Warrant been exercised in advance thereof. Upon each
     such adjustment of the kind and number of Warrant Shares or other
     securities of the Company which are purchasable hereunder, the Holder shall
     thereafter be entitled to purchase the number of Warrant Shares or other
     securities resulting from such adjustment at an Exercise Price per Warrant
     Share or other security obtained by multiplying the Exercise Price in
     effect immediately prior to such adjustment by the number of Warrant Shares
     purchasable pursuant hereto immediately prior to such adjustment and
     dividing by the number of Warrant Shares or other securities of the Company
     resulting from such adjustment. An adjustment made pursuant to this
     paragraph shall become effective immediately after the effective date of
     such event retroactive to the record date, if any, for such event.

          (b) Anti-Dilution Provisions. During the Exercise Period, the Exercise
     Price and the number of Warrant Shares issuable hereunder and for which
     this Warrant is then exercisable pursuant to Section 1 hereof shall be
     subject to adjustment from time to time as provided in this Section 11(b).
     In the event that any adjustment of the Exercise Price as required herein
     results in a fraction of a cent, such Exercise Price shall be rounded up or
     down to the nearest cent.

               (i) Adjustment of Exercise Price. If and whenever solely during
          the first twelve (12) months of the Exercise Period the Company issues
          or sells, or


                                       5
<PAGE>

          in accordance with Section 8(b) hereof is deemed to have issued or
          sold, any shares of Common Stock for a consideration per share of less
          than the then current market price (the "Base Share Price") or for no
          consideration (collectively, a "Dilutive Issuance"), then effective
          immediately upon the Dilutive Issuance, the Exercise Price will be
          adjusted in accordance with the following formula:

               E' = E  x  O + P/BSP
                          --------
                            CSDO

               where:

               E'     =    the adjusted Exercise Price;
               E      =    the then current Exercise Price;
               BSP    =    the  Base Share Price;
               O      =    the number of shares of Common Stock outstanding
                           immediately prior to the Dilutive Issuance;
               P      =    the aggregate consideration, calculated as set
                           forth in Section 11(b)(ii) hereof, received by
                           the Company upon such Dilutive Issuance; and
               CSDO   =    the total number of shares of Common Stock Deemed
                           Outstanding immediately after the Dilutive Issuance.

               (ii) Effect on Exercise Price of Certain Events. For purposes of
          determining the adjusted Exercise Price under Section 11(b) hereof,
          the following will be applicable:

                    (A) Issuance of Rights or Options. If the Company in any
               manner issues or grants any warrants, rights or options, whether
               or not immediately exercisable, to subscribe for or to purchase
               Common Stock or other securities exercisable, convertible into or
               exchangeable for Common Stock ("Convertible Securities") (such
               warrants, rights and options to purchase Common Stock or
               Convertible Securities are hereinafter referred to as "Options")
               and the price per share for which Common Stock is issuable upon
               the exercise of such Options is less than the Base Share Price
               ("Below Base Price Options"), then the maximum total number of
               shares of Common Stock issuable upon the exercise of all such
               Below Base Price Options (assuming full exercise, conversion or
               exchange of Convertible Securities, if applicable) will, as of
               the date of the issuance or grant of such Below Base Price
               Options, be deemed to be outstanding and to have been issued and
               sold by the Company for such price per share. For purposes of the
               preceding sentence, the "price per share for which Common Stock
               is issuable upon the exercise of such Below Base Price Options"
               is determined by dividing (i) the total amount, if any, received
               or receivable by the Company as consideration for the issuance or
               granting of all such Below Base Price Options, plus the minimum
               aggregate amount of additional consideration, if any, payable to
               the Company upon the


                                       6
<PAGE>

               exercise of all such Below Base Price Options, plus, in the case
               of Convertible Securities issuable upon the exercise of such
               Below Base Price Options, the minimum aggregate amount of
               additional consideration payable upon the exercise, conversion or
               exchange thereof at the time such Convertible Securities first
               become exercisable, convertible or exchangeable, by (ii) the
               maximum total number of shares of Common Stock issuable upon the
               exercise of all such Below Base Price Options (assuming full
               conversion of Convertible Securities, if applicable). No further
               adjustment to the Exercise Price will be made upon the actual
               issuance of such Common Stock upon the exercise of such Below
               Base Price Options or upon the exercise, conversion or exchange
               of Convertible Securities issuable upon exercise of such Below
               Base Price Options.

                    (B) Issuance of Convertible Securities. If the Company in
               any manner issues or sells any Convertible Securities, whether or
               not immediately convertible (other than where the same are
               issuable upon the exercise of Options) and the price per share
               for which Common Stock is issuable upon such exercise, conversion
               or exchange is less than the Base Share Price, then the maximum
               total number of shares of Common Stock issuable upon the
               exercise, conversion or exchange of all such Convertible
               Securities will, as of the date of the issuance of such
               Convertible Securities, be deemed to be outstanding and to have
               been issued and sold by the Company for such price per share. For
               the purposes of the preceding sentence, the "price per share for
               which Common Stock is issuable upon such exercise, conversion or
               exchange" is determined by dividing (i) the total amount, if any,
               received or receivable by the Company as consideration for the
               issuance or sale of all such Convertible Securities, plus the
               minimum aggregate amount of additional consideration, if any,
               payable to the Company upon the exercise, conversion or exchange
               thereof at the time such Convertible Securities first become
               exercisable, convertible or exchangeable, by (ii) the maximum
               total number of shares of Common Stock issuable upon the
               exercise, conversion or exchange of all such Convertible
               Securities. No further adjustment to the Exercise Price will be
               made upon the actual issuance of such Common Stock upon exercise,
               conversion or exchange of such Convertible Securities.

                    (C) Change in Option Price or Conversion Rate. If there is a
               change at any time in (i) the amount of additional consideration
               payable to the Company upon the exercise of any Options; (ii) the
               amount of additional consideration, if any, payable to the
               Company upon the exercise, conversion or exchange of any
               Convertible Securities; or (iii) the rate at which any
               Convertible Securities are convertible into or exchangeable for
               Common Stock (in each such case, other than under or by reason of
               provisions designed to protect against dilution), the Exercise
               Price in effect at the time of such change will be readjusted to
               the Exercise


                                       7
<PAGE>

               Price which would have been in effect at such time had such
               Options or Convertible Securities still outstanding provided for
               such changed additional consideration or changed conversion rate,
               as the case may be, at the time initially granted, issued or
               sold.

                    (D) Treatment of Expired Options and Unexercised Convertible
               Securities. If, in any case, the total number of shares of Common
               Stock issuable upon exercise of any Option or upon exercise,
               conversion or exchange of any Convertible Securities is not, in
               fact, issued and the rights to exercise such Option or to
               exercise, convert or exchange such Convertible Securities shall
               have expired or terminated, the Exercise Price then in effect
               will be readjusted to the Exercise Price which would have been in
               effect at the time of such expiration or termination had such
               Option or Convertible Securities, to the extent outstanding
               immediately prior to such expiration or termination (other than
               in respect of the actual number of shares of Common Stock issued
               upon exercise or conversion thereof), never been issued.

                    (E) Calculation of Consideration Received. If any Common
               Stock, Options or Convertible Securities are issued, granted or
               sold for cash, the consideration received therefor for purposes
               of this Warrant will be the amount received by the Company
               therefor, before deduction of reasonable commissions,
               underwriting discounts or allowances or other reasonable expenses
               paid or incurred by the Company in connection with such issuance,
               grant or sale. In case any Common Stock, Options or Convertible
               Securities are issued or sold for a consideration part or all of
               which shall be other than cash, the amount of the consideration
               other than cash received by the Company will be the fair market
               value of such consideration, except where such consideration
               consists of securities, in which case the amount of consideration
               received by the Company will be the Market Price thereof as of
               the date of receipt. In case any Common Stock, Options or
               Convertible Securities are issued in connection with any merger
               or consolidation in which the Company is the surviving
               corporation, the amount of consideration therefor will be deemed
               to be the fair market value of such portion of the net assets and
               business of the non-surviving corporation as is attributable to
               such Common Stock, Options or Convertible Securities, as the case
               may be. The fair market value of any consideration other than
               cash or securities will be determined in good faith by an
               investment banker or other appropriate expert of national
               reputation selected by the Company and reasonably acceptable to
               the holder hereof, with the costs of such appraisal to be borne
               by the Company.

                    (F) Exceptions to Adjustment of Exercise Price. No
               adjustment to the Exercise Price will be made (i) upon the
               exercise of this Warrant or any other warrant of this series or
               of any other series issued by


                                       8
<PAGE>

               the Company in connection with the offer and sale of this
               Company's securities pursuant to the Purchase Agreement; (ii)
               upon the exercise of or conversion of any Convertible Securities,
               options or warrants issued and outstanding on the initial
               issuance date of this Warrant; (iii) upon the grant or exercise
               of any Convertible Securities which may hereafter be granted or
               exercised under any employee benefit plan of the Company now
               existing or to be implemented in the future, so long as the
               issuance of such Convertible Securities is approved by a majority
               of the non-employee members of the Board of Directors of the
               Company or a majority of the members of a committee of
               non-employee directors established for such purpose; (iv) upon
               the issuance of Common Stock or Convertible Securities in a
               public offering, whether or not underwritten; (v) upon the
               issuance of Common Stock or Convertible Securities in any
               transaction of the nature contemplated by Rule 145, promulgated
               under the Securities Act; or (vi) in connection with any
               strategic partnership or joint venture or acquisition (the
               primary purpose of which is not to raise equity capital for the
               Company).

               (iii) Notice of Adjustment. Upon the occurrence of any event
          which requires any adjustment of the Exercise Price, then, and in each
          such case, the Company shall give notice thereof to the holder of this
          Warrant, which notice shall state the Exercise Price resulting from
          such adjustment and the increase or decrease in the number of Warrant
          Shares purchasable at such price upon exercise, setting forth in
          reasonable detail the method of calculation and the facts upon which
          such calculation is based, provided that such notice shall not contain
          any material nonpublic information. Such calculation shall be
          certified by the chief financial officer of the Company.

               (iv) Minimum Adjustment of Exercise Price. No adjustment of the
          Exercise Price shall be made in an amount of less than 1% of the
          Exercise Price in effect at the time such adjustment is otherwise
          required to be made, but any such lesser adjustment shall be carried
          forward and shall be made at the time and together with the next
          subsequent adjustment which, together with any adjustments so carried
          forward, shall amount to not less than 1% of such Exercise Price.

               (v) Certain Events. If, at any time during the Exercise Period,
          any event occurs of the type contemplated by the adjustment provisions
          of this Section 11 but not expressly provided for by such provisions,
          the Company will give notice of such event as provided in Section 11
          hereof, and the Company's Board of Directors will make an appropriate
          adjustment in the Exercise Price and the number of shares of Common
          Stock acquirable upon exercise of this Warrant so that the rights of
          the holder shall be neither enhanced nor diminished by such event.


                                       9
<PAGE>


               (vi) Certain Definitions. "Common Stock Deemed Outstanding" shall
          mean the number of shares of Common Stock actually outstanding (not
          including shares of Common Stock held in the treasury of the Company),
          plus (x) in the case of any adjustment hereunder resulting from the
          issuance of any Options, the maximum total number of shares of Common
          Stock issuable upon the exercise of the Options for which the
          adjustment is required (including any Common Stock issuable upon the
          conversion of Convertible Securities issuable upon the exercise of
          such Options), and (y) in the case of any adjustment required
          hereunder resulting from the issuance of any Convertible Securities,
          the maximum total number of shares of Common Stock issuable upon the
          exercise, conversion or exchange of the Convertible Securities for
          which the adjustment is required, as of the date of issuance of such
          Convertible Securities, if any.

     12. Reorganization, Reclassification, Merger, Consolidation or Disposition
of Assets. In case the Company shall reorganize its capital, reclassify its
capital stock, consolidate or merge with or into another corporation (where the
Company is not the surviving corporation or where there is a change in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or otherwise dispose of all or substantially all its property, assets or
business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive, upon
exercise of this Warrant, the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of Warrant Shares
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 12. For purposes of
this Section 12, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing


                                       10
<PAGE>

provisions of this Section 12 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets.

     13. Voluntary Adjustment by the Company. The Company may at any time during
the term of this Warrant reduce the then current Exercise Price to any amount
and for any period of time deemed appropriate by the Board of Directors of the
Company.

     14. Notice of Adjustment. Whenever the number of Warrant Shares or number
or kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
promptly mail by registered or certified mail, return receipt requested, to the
Holder notice of such adjustment or adjustments setting forth the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made. Such notice, in the absence of manifest error,
shall be conclusive evidence of the correctness of such adjustment.

     15. Notice of Corporate Action. If at any time:

          (a) the Company shall take a record of the holders of its Common Stock
     for the purpose of entitling them to receive a dividend or other
     distribution, or any right to subscribe for or purchase any evidences of
     its indebtedness, any shares of stock of any class or any other securities
     or property, or to receive any other right, or

          (b) there shall be any capital reorganization of the Company, any
     reclassification or recapitalization of the capital stock of the Company or
     any consolidation or merger of the Company with, or any sale, transfer or
     other disposition of all or substantially all the property, assets or
     business of the Company to, another corporation or,

          (c) there shall be a voluntary or involuntary dissolution, liquidation
     or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 20 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time


                                       11
<PAGE>

is to be fixed, as of which the holders of Common Stock shall be entitled to
exchange their Warrant Shares for securities or other property deliverable upon
such disposition, dissolution, liquidation or winding up. Each such written
notice shall be sufficiently given if addressed to Holder at the last address of
Holder appearing on the books of the Company and delivered in accordance with
Section 17(d).

     16. Authorized Shares. The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Principal Market
upon which the Common Stock may be listed.

     The Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder
against impairment. Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

     Before taking any action which would result in an adjustment in the number
of Warrant Shares for which this Warrant is exercisable or in the Exercise
Price, the Company shall obtain all such authorizations or exemptions thereof,
or consents thereto, as may be necessary from any public regulatory body or
bodies having jurisdiction thereof.

     17. Miscellaneous.

          (a) Jurisdiction. This Warrant shall constitute a contract under the
     laws of New York, without regard to its conflict of law, principles or
     rules, and be subject to arbitration pursuant to the terms set forth in the
     Purchase Agreement.

          (b) Restrictions. The Holder acknowledges that the Warrant Shares
     acquired upon the exercise of this Warrant, if not registered, will have
     restrictions upon resale imposed by state and federal securities laws.


                                       12
<PAGE>

          (c) Nonwaiver and Expenses. No course of dealing or any delay or
     failure to exercise any right hereunder on the part of Holder shall operate
     as a waiver of such right or otherwise prejudice Holder's rights, powers or
     remedies, notwithstanding all rights hereunder terminate on the Termination
     Date. If the Company willfully and knowingly fails to comply with any
     provision of this Warrant, which results in any material damages to the
     Holder, the Company shall pay to Holder such amounts as shall be sufficient
     to cover any costs and expenses including, but not limited to, reasonable
     attorneys' fees, including those of appellate proceedings, incurred by
     Holder in collecting any amounts due pursuant hereto or in otherwise
     enforcing any of its rights, powers or remedies hereunder.

          (d) Notices. Any notice, request or other document required or
     permitted to be given or delivered to the Holder by the Company shall be
     delivered in accordance with the notice provisions of the Purchase
     Agreement.

          (e) Limitation of Liability. No provision hereof, in the absence of
     affirmative action by Holder to purchase Warrant Shares, and no enumeration
     herein of the rights or privileges of Holder, shall give rise to any
     liability of Holder for the purchase price of any Common Stock or as a
     stockholder of the Company, whether such liability is asserted by the
     Company or by creditors of the Company.

          (f) Remedies. Holder, in addition to being entitled to exercise all
     rights granted by law, including recovery of damages, will be entitled to
     specific performance of its rights under this Warrant. The Company agrees
     that monetary damages would not be adequate compensation for any loss
     incurred by reason of a breach by it of the provisions of this Warrant and
     hereby agrees to waive the defense in any action for specific performance
     that a remedy at law would be adequate.

          (g) Successors and Assigns. Subject to applicable securities laws,
     this Warrant and the rights and obligations evidenced hereby shall inure to
     the benefit of and be binding upon the successors of the Company and the
     successors and permitted assigns of Holder. The provisions of this Warrant
     are intended to be for the benefit of all Holders from time to time of this
     Warrant and shall be enforceable by any such Holder or holder of Warrant
     Shares.

          (h) Amendment. This Warrant may be modified or amended or the
     provisions hereof waived with the written consent of the Company and the
     Holder.

          (i) Severability. Wherever possible, each provision of this Warrant
     shall be interpreted in such manner as to be effective and valid under
     applicable law, but if any provision of this Warrant shall be prohibited by
     or invalid under applicable law, such provision shall be ineffective to the
     extent of such prohibition or invalidity, without invalidating the
     remainder of such provisions or the remaining provisions of this Warrant.

          (j) Headings. The headings used in this Warrant are for the
     convenience of reference only and shall not, for any purpose, be deemed a
     part of this Warrant.


                                       13
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its officer thereunto duly authorized.


Dated: July 30, 2001
                                            DATA RACE, INC.



                                            By: /s/ James G. Scogin
                                            James G. Scogin President & CFO



                                       14
<PAGE>


                               NOTICE OF EXERCISE

To: Data Race, Inc.


     (1) The undersigned hereby elects to purchase ________ Warrant Shares (the
"Common Stock"), of Data Race, Inc. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the exercise price in full, together
with all applicable transfer taxes, if any.

     (2) Please issue a certificate or certificates representing said Warrant
Shares in the name of the undersigned or in such other name as is specified
below:


         ----------------------------------------

The Warrant Shares shall be delivered to the following:


         ----------------------------------------

         ----------------------------------------

         ----------------------------------------



                                        [PURCHASER]


                                        By:
                                            -------------------------------
                                            Name:
                                            Title:

                                        Dated:
                                              -----------------------------


<PAGE>


                   NOTICE OF EXERCISE OF COMMON STOCK WARRANT
                    PURSUANT TO CASHLESS EXERCISE PROVISIONS



To: Data Race, Inc.

Aggregate Price of Warrant Before Exercise:  $________
Aggregate Price Being Exercised:  $_______
Exercise Price:  $______ per share
Number of Shares of Common Stock to be Issued Under this Notice:  ________
Remaining Aggregate Price (if any) After Issuance:  $_______


Gentlemen:

     The undersigned, registered Holder of the Warrant delivered herewith,
hereby irrevocably exercises such Warrant for, and purchases thereunder, shares
of the Common Stock of Data Race, Inc., a corporation organized under the laws
of the State of Texas, as provided below. Capitalized terms used herein, unless
otherwise defined herein, shall have the meanings given in the Warrant. The
portion of the Exercise Price (as defined in the Warrant) to be applied toward
the purchase of Common Stock pursuant to this Notice of Exercise is $_______,
thereby leaving a remaining Exercise Price (if any) equal to $________. Such
exercise shall be pursuant to the cashless exercise provisions of Section 3 of
the Warrant; therefore, Holder makes no payment with this Notice of Exercise.
The number of shares to be issued pursuant to this exercise shall be determined
by reference to the formula in Section 3 of the Warrant which, by reference to
Section 3, requires the use of the high and low trading price of the Company's
Common Stock on the Trading Day preceding the date of such election. The high
and low trading price of the Company's Common Stock has been determined by
Holder to be $______ and $_________, respectively, which figure is acceptable to
Holder for calculations of the number of shares of Common Stock issuable
pursuant to this Notice of Exercise. Holder requests that the certificates for
the purchased shares of Common Stock be issued in the name of __________________
and delivered to ___________________________________________. To the extent the
foregoing exercise is for less than the full Aggregate Price of the Warrant, a
replacement Warrant representing the remainder of the Aggregate Price (and
otherwise of like form, tenor and effect) shall be delivered


                                       2
<PAGE>


to Holder along with the share certificate evidencing the Common Stock issued in
response to this Notice of Exercise.

                                      [Purchaser]


                                      By:
                                         ----------------------------------
                                         Name:
                                         Title:

                                      Date:


                                      NOTE

     The execution to the foregoing Notice of Exercise must exactly correspond
to the name of the Holder on the Warrant




                                       3
<PAGE>

                                 ASSIGNMENT FORM


                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



     FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to


______________________________________________________________ whose address is


_______________________________________________________________________________.



________________________________________________________________________________


                                                 Dated:  ______________, _______


                      Holder's Signature: _____________________________

                      Holder's Address:   _____________________________

                                          _____________________________



Signature Guaranteed:  _________________________________________________________



NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.