Exhibit 10.1


June 26, 2003

Rampart Services Corporation, L.L.C., et al.
16401 Country Club Dr.
Crosby, Texas 77532

     RE:  Fifteenth  Amendment  to Loan Agreement (Fifteenth Amendment) dated as
          of  June  26,  2003,  by  and between Southwest Bank of Texas N.A. and
          Rampart  Services  Corporation,  L.L.C.  et  al.

Dear Gentlemen:

     This  Fifteenth  Amendment  is  made  and entered into as of the date above
between Southwest Bank of Texas N.A. ("Bank") and Borrower (hereinafter defined)
to  evidence  the  parties'  agreement  to  modify  and  amend the existing Loan
Agreement,  as last amended by this Fourteenth Amendment to Loan Agreement dated
effective  as  of March 28, 2003 (all capitalized terms which are defined in the
Loan Agreement, as amended, shall have the same meaning herein, unless expressly
modified  hereby).

     Borrower has requested that the Loan Agreement be modified and the Bank has
agreed  to  such  modifications upon the terms set forth herein.  For sufficient
consideration,  the  parties hereby agree that the Loan Agreement is modified to
the  extent  required  to accomplish the intent of the specific modifications of
this  Tenth  Amendment.

     The  term  "Borrower"  is hereby defined to include the following entities,
jointly  and  severally,  RAMPART  SERVICES CORPORATION, L.L.C., a Texas limited
liability  company  ("RSC");  RAMPART  CAPITAL CORPORATION, a Texas corporation;
RAMPART VENTURES CORPORATION, L.L.C., a Texas limited liability company; RAMPART
ACQUISITION  CORPORATION,  L.L.C.,  a  Texas  limited liability company; RAMPART
PROPERTIES,  L.L.C.,  a Nevada limited liability company; IGBAF, L.L.C., a Texas
limited  liability  company;  NEWPORT  FUND,  ,  L.L.C.,  an  Oklahoma  limited
liability  company;  RAMPART  NEWPORT  CORPORATION,  L.L.C.,  a  Texas  limited
liability  company;  SOURCEONE CAPITAL GROUP, L.L.C., a Nevada limited liability
company;  and  RAMPART  ALLIANCE  CORPORATION,  a  Texas  corporation; provided,
however,  as  to  filings  with  the  Bank  and compliance issues under the Loan
Agreement,  RSC  shall be the entity primarily responsible for confirming to the
Bank  all compliance matters under the Loan Agreement unless otherwise agreed to
in  writing  by  the  Bank.

     This  Fifteenth  Amendment  modifies  the  Loan Agreement to accomplish the
following:


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Rampart Services Corporation, L.L.C., et al.
June 26, 2003
Page 2
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     1.     Borrower  and  Bank  agree  the  Borrower  will  pay no fee for this
extension;  and

     2.     The  term  "Note" shall be that certain promissory note of even date
herewith  from  Borrower to the Bank in the face amount of $3,000,000.00 due and
payable  on or before September 24, 2003, which Note amount represents a renewal
and  extension  of  the  line  of  credit  facility.

     To  the extent that the terms and provisions of the  Loan Agreement require
modification to accomplish the specific terms set forth above, the parties agree
that  they  shall  cooperate  to permit advances upon the terms set forth above.

     The  representations  and  warranties  of  Borrower  contained  in the Loan
Agreement and the other Security Instruments and otherwise made in writing by or
on  behalf of the Borrower pursuant to the Loan Agreement and the other Security
Instruments  were  true  and  correct when made, and are true and correct in all
material respects at and as of the time of delivery of this Fifteenth Amendment.

     Borrower has performed and complied with all Loan Agreements and conditions
contained  in  the  Loan  Agreement  and the Security Instruments required to be
performed  or  complied  with by Borrower prior to or at the time of delivery of
this  Fifteenth  Amendment.

     There  exists,  and  after  giving  effect to this Fifteenth Amendment will
exist,  no  default  or  Event  of  Default,  or  any  condition,  or  act which
constitutes, or with notice or lapse of time (or both) would constitute an Event
of Default under any loan agreement, note agreement, or trust indenture to which
the  Borrower  is a party, including without limitation, the Loan Agreement, the
Note  and  the  Security  Instruments,  to  the knowledge of the parties hereto.

     Nothing  in  this  Fifteenth  Amendment  is  intended  to  amend any of the
representations  or  warranties  contained  in  the  Loan  Agreement.

     Borrower  represents  that this is a commercial, business and/or investment
transaction  and that the proceeds of the Note have not and will not be used for
personal,  family,  household  or residential purposes; that all disclosures, if
any,  required  by  law  have  been  received by Borrower prior to the execution
hereof;  and  requests that Bank rely upon this representation, and the Bank has
relied  upon  the  representations  and  warranties  contained in this Fifteenth
Amendment  in  agreeing  to the amendments and supplements to the Loan Agreement
set  forth  herein.

     Except  as  otherwise  expressly  provided  herein, the Loan Agreement, the
Security Instruments, the Note and the other instruments and agreements referred
to  therein  are  not amended, modified or affected by this Fifteenth Amendment.
Except  as  expressly set forth herein, all of the terms, conditions, covenants,
representations,  warranties  and all other provisions of the Loan Agreement are
herein  ratified  and  confirmed  and  shall  remain  in  full force and effect.


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Rampart Services Corporation, L.L.C., et al.
June 26, 2003
Page 3
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     On  and after the date on which this Fifteenth Amendment becomes effective,
the  terms,  "this Loan Agreement," "hereof," "herein," "hereunder" and terms of
like  import,  when used herein or in the Loan Agreement shall, except where the
context  otherwise  requires,  refer  to  the Loan Agreement, as amended by this
Fifteenth  Amendment.

     This  Fifteenth  Amendment may be executed in two or more counterparts, and
it shall not be necessary that the signatures of all parties hereto be contained
on any one counterpart hereof; each counterpart shall be deemed an original, but
all  of  which  together  shall  constitute  one  and  the  same  instrument.

     It  is  understood  between  the parties hereto that Borrower shall provide
Bank,  at  Borrower's  expense,  all  other  reports,  further  agreements  and
instruments,  title  policies,  surveys,  and  other documentation as reasonably
requested  during  the term of the Note, so as to preserve, protect and perfect,
or  maintain  the  perfection,  of all liens created by the instruments securing
payment  of the Note or other required documentation so that Bank shall have all
documentation necessary to comply with Bank's internal lending policies and that
documentation  required  by  any  applicable  regulatory  agency/authority.

     All  notices  to  Borrower  shall  be  sent to the address set forth above.

     NOTICE TO OBLIGORS:  THIS DOCUMENT AND ALL OTHER DOCUMENTS RELATING TO THIS
LOAN  CONSTITUTE  A  WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT
BETWEEN  THE  PARTIES  AND  MAY  NOT  BE  CONTRADICTED  BY  EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS,  OR  SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.  THERE ARE
NO  UNWRITTEN  ORAL  AGREEMENTS  BETWEEN  THE  PARTIES  TO  THIS LOAN.  THE TERM
"PARTIES"  INCLUDES  THE  UNDERSIGNED  PERSONS  AND  ENTITIES.  THE  TERM "LOAN"
INCLUDES  THIS  AGREEMENT  AND  THE  DOCUMENTS  REFERENCED  HEREIN.

     IN WITNESS WHEREOF, the parties hereto have caused this Fifteenth Amendment
to  be  executed  as  of  the  date  first  set  forth  above.

BORROWER:                       RAMPART SERVICES CORPORATION, L.L.C.,
                                a Texas limited liability company


                                By:  /s/ J. H. Carpenter
                                     J. H. Carpenter, President


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Rampart Services Corporation, L.L.C., et al.
June 26, 2003
Page 4
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                                RAMPART CAPITAL CORPORATION,
                                a Texas corporation


                                By:  /s/ J. H. Carpenter
                                     J. H. Carpenter, President


                                RAMPART VENTURES CORPORATION, L.L.C.,
                                a Texas limited liability company


                                By:  /s/ J. H. Carpenter
                                     J. H. Carpenter, President



                                RAMPART ACQUISITION CORPORATION, L.L.C.,
                                a Texas limited liability company

                                By:  /s/ J. H. Carpenter
                                     J. H. Carpenter, President


                                RAMPART PROPERTIES, L.L.C.,
                                a Nevada limited liability company


                                By:  /s/ J. H. Carpenter
                                     J. H. Carpenter, President


                                IGBAF, L.L.C.,
                                a Texas limited liability company


                                By:  /s/ J. H. Carpenter
                                     J. H. Carpenter, President


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Rampart Services Corporation, L.L.C., et al.
June 26, 2003
Page 5
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                                NEWPORT FUND, L.L.C.
                                an Oklahoma limited liability company

                                By:  /s/ J. H. Carpenter
                                     J. H. Carpenter, President



                                RAMPART NEWPORT CORPORATION, L.L.C.,
                                a Texas limited liability company

                                By:  /s/ J. H. Carpenter
                                     J. H. Carpenter, President


                                SOURCEONE CAPITAL GROUP, L.L.C.,
                                a Nevada limited liability company

                                By:  Rampart Properties, L.L.C.,
                                     its Manager

                                By:  /s/ J. H. Carpenter
                                     J. H. Carpenter, President


                                RAMPART ALLIANCE CORPORATION,
                                a Texas corporation


                                By:  /s/ J. H. Carpenter
                                     J. H. Carpenter, President



BANK:                           SOUTHWEST BANK OF TEXAS N.A.


                                By:  /s/ Michael R. Adams
                                     Michael R. Adams, Vice President

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