EXHIBIT 99

                            AMENDMENT NUMBER ONE TO
               DATA RACE, INC. CONSULTANT AND ADVISOR STOCK PLAN

     The Data Race, Inc. Consultant and Advisor Stock Plan adopted by the
Corporation's Board of Directors on April ___, 1999 (the "Plan") is hereby
amended as set forth herein.

     1.  Amendment of Section 2.  To reflect the inclusion of additional shares
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that may be issued under the Plan, Section 2 of the Plan is hereby amended and
restated in its entirety as follows:

     "2.  Authorized Shares.  Under the Plan, the Company may issue up to an
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     aggregate of 1,000,000 shares (the "Shares") of the Company's Common Stock
     to eligible participants either directly or pursuant to stock option
     agreements. The number and type of Shares are subject to appropriate
     adjustment for stock splits, stock dividends, mergers, reorganizations and
     other similar capital changes.

     2.  Effect of Amendment.  This Amendment shall be construed as part of the
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Plan.  All terms contained herein, the initial letter of which is capitalized
shall have the meaning contained in the Plan. This Amendment shall not apply to
any Awards granted prior to the date hereof.

     DATED:  June 5, 2001.

                                DATA RACE, INC.


                                By:
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                                    James G. Scogin, Chief Financial Officer

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