Amendment No. 2 to Lease Agreement

EXHIBIT 10.1

Amendment No. 2 to Lease Agreement

This Amendment to Lease (this “ Amendment ”) is executed to be effective as of December 10, 2008 (the “ Effective Date ”), between LIT Industrial Texas Limited Partnership , a Delaware limited partnership (“ Landlord ”) and Interphase Corporation (“ Tenant ”);

WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated August 6, 2002 (the “ Original Lease ”), as amended by Amendment No. 1 dated May 16, 2005 (the “ First Amendment ”), the Original Lease, and First Amendment, are sometimes collectively referred to herein as, the “ Lease ”), whereby Tenant leased certain premises containing approximately 24,270 rentable square feet (the “ Premises ”) at 2105 Luna Road, Suite 320 (the “ Building Address ”) of Luna Place (the “ Project ”) in Carrollton, Texas, as more particularly described in the Original Lease;

WHEREAS, Landlord and Tenant desire to extend the term of the Original Lease and otherwise modify the Original Lease in accordance with the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing premises, in the respective undertakings of the parties hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend the Lease, and agree as follows:

1.  Defined Terms . Capitalized terms used herein, but not defined shall be given the meanings assigned to them in the Amended Lease. From and after the effective date of this Amendment, the term “ Lease ” shall be deemed to mean the Amended Lease as amended by this Amendment.

2.  Lease Term . Notwithstanding anything to the contrary contained in the Lease, the Lease term currently expires on January 31, 2009. Landlord and Tenant hereby acknowledge and agree that the term of the Lease, unless sooner terminated or renewed and extended in accordance with the terms and conditions set forth in the Lease, is hereby extended for a period of sixty (60) months and shall expire on March 31, 2014.

3.  Basic Rent . Effective as of February 1, 2009 (the “ Renewal Commencement Date ”) and continuing throughout the remainder of the term of the Lease, the monthly installments of Base Rent under the Lease shall be the following amounts for the following periods of time:

4.  Operating Expenses. The amount of the monthly escrow payments for (a) Taxes is $2,386.55; (b) Insurance is $141.56; and Common Area Charges is $1,577.55, all of which are subject to change as set forth in the Lease. Landlord and Tenant stipulate that the number of rentable square feet in the Premises is correct.

5.  Tenant Improvements. Landlord shall provide a Tenant Improvement Allowance of $72,810.00 ($3.00 psf) for the construction of improvements to the leased Premises. The Tenant Improvement Allowance shall include all expenses associated with construction including architectural drawings and a construction management fee. The Construction Management shall be $2,000 if Improvements are cosmetic in nature and do not require permitting or $4,000 if Improvements affect building codes or require permitting. Such improvements shall be constructed by a contractor mutually selected by Landlord and Tenant in accordance with such plans and specifications as may be prepared by Tenant and approved by Landlord. In the event the actual costs and expenses of completing the construction of such improvements to the leased Premises exceed $72,810.00 ($3.00 psf), Tenant shall pay all such excess costs and expenses to Landlord or, at Landlord’s direction, to such contractor, upon demand.

6.  HVAC. Landlord shall place the HVAC units in good working order prior to the Commencement Date in accordance with the inspection report from Metro Mechanical, Inc. dated July, 8, 2008.

7.  Compounded, Cumulative Cap. For purposes of calculating additional Rent, the maximum increase in the amount of Controllable Operating Expenses (defined below) that may be included in calculating such additional Rent for each calendar year after 2009 shall be limited to seven percent (7%) per calendar year on a cumulative, compounded basis. “ Controllable Operating Expenses ” shall mean all Operating Expenses which are within the reasonable control of Landlord; thus, excluding taxes, utilities, and other costs beyond the reasonable control of Landlord.

8.  Right of First Offer. If during the original term of this Lease, the 10,596 sf located at 2105 Luna Road #390, Carrollton, Texas 75006 (hereinafter referred to as the “Additional Space”), shall become available for lease after the initial lease of such space to third parties, and provided that Tenant is not then in default hereunder (that Tenant fails to cure) and has not assigned this Lease or sublet the Premises (or a part hereof), Tenant shall have the first right and option to lease the Additional Space. When the Additional Space becomes available, or at Landlord’s option, up to six (6) months prior to the date that the Additional Space is scheduled to become available, Landlord shall first offer in writing to lease such space to Tenant upon the same terms and conditions and at the same rental rate, as would be offered by Landlord to third parties. If within five (5) business days after Landlord delivers Tenant such written offer, Landlord does not receive notice in writing of Tenant’s acceptance or rejection of Landlord offer to lease all (and not part) of the Additional Space, and within ten (10)&