THIS SUBLEASE is entered into as of the 8th day of May, 2000, between ROSEWOOD RESOURCES,
INC., a Delaware corporation ("Sublessor"), and ZIXIT CORPORATION, a Texas corporation ("Sublessee").
A. 7-Eleven, Inc., formerly known as The Southland Corporation, a Texas corporation, as landlord ("Landlord"),
and Sublessor, as tenant, executed an Office Lease Agreement (the "Lease") dated May 19, 1998, covering
approximately 29,551 rentable square feet of space located on the twenty-eighth floor of Cityplace Center East
Tower (the "Building") located in Dallas, Texas, as more particularly described therein (the "Premises"). A copy
of the Lease is attached hereto as Exhibit A and incorporated herein by reference. All undefined capitalized terms
used in this Sublease have the meaning given to them in the Lease.
B. Landlord is the owner of the tenant's leasehold estate under the Amended and Restated Lease Agreement
dated December 21, 1990, between Cityplace Center East Corporation, as owner of the Building ("Owner"),
and Landlord, as tenant, with respect to the premises that include the entire Building and the Property.
C. Sublessee desires to sublease a portion of the Premises, and Sublessor desires to sublease such space to
D. The parties hereto desire to enter into a sublease agreement defining all of the rights, duties and liabilities of the
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as
I. SUBLEASE PREMISES AND BASIC UNDERTAKINGS
Subject to the terms and conditions of the Lease, Sublessor hereby subleases to Sublessee that portion of the
Premises comprised of approximately 9,427 square feet of Rentable Area, as more fully described on Exhibit B
attached hereto and made a part hereof for all purposes (the "Sublease Premises"). The Sublease Premises are
leased to Sublessee and Sublessee accepts the Sublease Premises in their "AS IS" condition, and Subl