June 30, 2001


Rampart  Services  Corporation,  L.L.C.,  et al.
                                          ------
700  Louisiana,  Suite  2510
Houston,  Texas  77002

Re:     ELEVENTH AMENDMENT TO  LOAN AGREEMENT (Eleventh Amendment) dated as of
        June 30, 2001, by and between Southwest Bank of Texas N.A. and Rampart
        Services  Corporation,  L.L.C.,  et. al.
                                         -------

Gentlemen:

     This  Eleventh  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  the  Tenth  Amendment to Loan Agreement dated
effective  as  of March 30, 2001 (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;  IGBF,  L.L.C.,  a Texas limited liability company;
NEWPORT  FUND,  ,  L.L.C.,  an  Oklahoma  limited liability company; LEISSNER'S,
INC.,  a Texas corporation; 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  Eleventh  Amendment  modifies  the  Loan  Agreement to accomplish the
following:


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Rampart  Services  Corporation,  L.L.C.,  et al.
                                          ------
June  30,  2001
Page  2


     1.   Borrower  agrees  to  pay  the  Bank an up-front facilities fee in the
          amount  of  $7,500.00  upon  execution  of  this  Eleventh  Amendment;

     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 December 31, 2001, which Note amount
          represents  a  reduction  in  the  commitment  of  the  Bank  from
          $5,000,000.00  to  a  maximum  of  $3,000,000.00;

     3.   The Borrower will not permit its tangible net worth (on a consolidated
          basis)  to  be less than $9,400,000 at any time after the date hereof.
          As  used  herein, "tangible net worth" shall mean the sum of preferred
          stock  (if  any),  par value of common stock, capital in excess of par
          value of common stock, cost in excess of net assets acquired, deferred
          development  costs  and all other assets as are properly classified as
          intangible  assets;

     4.   The  Borrower  shall maintain on a consolidated basis a ratio of Total
          Liabilities  to  Tangible  Net  Worth not exceeding 2.50:1.00. As used
          "Total  Liabilities"  means  the  sum of current liabilities plus long
          term  liabilities,  excluding  any  deferred  income  taxes;  and

     5.   The  Borrower  shall  maintain  on  a  consolidated  basis  a ratio of
          Adjusted  Total  Liabilities  to  Tangible  Net  Worth  not  exceeding
          1.20:1.00.  As  used  "Adjusted  Total  Liabilities"  means  Total
          Liabilities  excluding  "High  Yield  Lending  Program" notes payable.

     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 Eleventh Amendment.

     Borrower has performed and complied with all Loan Agreements and conditions
contained  in  the  Loan  Agreement  and the Security Instruments required to be


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Rampart  Services  Corporation,  L.L.C.,  et  al.
                                          -------
June  30,  2001
Page  3


performed  or  complied  with by Borrower prior to or at the time of delivery of
this  Eleventh  Amendment.

     There  exists,  and  after  giving  effect  to this Eleventh 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  Eleventh  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 Eleventh
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 Eleventh 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.

     On  and  after the date on which this Eleventh 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
Eleventh  Amendment.

     This Eleventh 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.


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Rampart  Services  Corporation,  L.L.C.,  et al.
                                          ------
June  30,  2001
Page  4


     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.

     All  the  parties  executing  this Eleventh Amendment on behalf of Borrower
represent  that  the  representations and statements in the respective Officer's
Certificates furnished to the Bank for the Tenth Amendment are in full force and
effect  through the date hereof and are by this reference restated and confirmed
in  full  as  though  set  forth  in  full  herein  by the undersigned officers.

     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 Eleventh Amendment
to  be  executed on the date first set forth above but in all respects effective
as  of  July  1,  2001.


     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  30,  2001
Page  5


                              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

                              IGBF,  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  30,  2001
Page  6


                              NEWPORT  FUND,  L.L.C.
                              an  Oklahoma  limited  liability  company

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

                              LEISSNER'S  INC.,
                              a  Texas  corporation

                              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,  L.L.C.
                              a  Texas  corporation

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


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Rampart  Services  Corporation,  L.L.C.,  et al.
                                          ------
June  30,  2001
Page  7


     BANK:                         SOUTHWEST  BANK  OF  TEXAS  N.A.
     -----
                                   By: /s/  MICHAEL  R.  ADAMS
                                            Michael  R.  Adams
                                            Vice  President


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