<PAGE>
                                 April 30, 2000


Rampart Capital Corporation, ET AL.
700 Louisiana, Suite 2540
Houston, Texas  77002

Re:       EIGHTH AMENDMENT TO LOAN AGREEMENT (Eighth Amendment) dated as of
          April 30, 2000, by and between Southwest Bank of Texas N.A. and
          Rampart Capital Corporation, ET. AL.

Gentlemen:

         This Eighth 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 Seventh Amendment to Loan Agreement dated
effective as of September 1, 1998 (all capitalized terms which are defined in
the Loan Agreement 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 Eighth Amendment.

         The term "Borrower" is hereby defined to include the following
entities, jointly and severally, Rampart Capital Corporation, a Texas
corporation ("RCC"); Rampart Facilities 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 Corporation, a Nevada corporation; IGBAF, Inc., a Texas corporation;
IGBF, Inc., a Texas corporation; Newport Fund Corporation (formerly Ag Capital
Corporation), an Oklahoma corporation; Leissner's, Inc., a Texas corporation;
Rampart Newport Corporation (formerly BCL Enterprises, Inc.), a Texas
corporation; and SourceOne Capital Group, L.L.C., a Nevada limited liability
company; provided, however, (i) as to filings with the Bank and compliance
issues under the Loan Agreement, RCC shall remain the entity primarily
responsible for all such matters unless otherwise agreed to in writing by the
Bank, and (ii) without further approval by the Bank, IGBF, Inc. and Ag Capital
Corporation may be consolidated into IGBAF, Inc. Other subsidiaries of RCC may
be converted into limited liability companies without further approval from the
Bank, as along as the transaction does not affect the Bank's lien position on
the collateral.

<PAGE>

Rampart Capital Corporation
April 30, 2000
Page 2


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

         1.       The term "Note" shall be that certain promissory note of even
                  date herewith from Borrower to the Bank in the face amount of
                  $5,000,000 due and payable on or before December 31, 2000.

         2.       As used herein, the term "BORROWING BASE" shall mean an amount
                  at any time equal to the sum of the following less any
                  property of Borrower excluded from the Borrowing Base by the
                  Bank in its sole discretion:

                  (a) 50% of the outstanding principal balances on the existing
                  portfolio of performing real estate secured loans; and

                  (b) 65% of the lower of the Bank's assessed value or the
                  appraised value for selected commercial and investment real
                  estate assets, subject to a valid first security interest of
                  the Bank; provided, however, without an approved Bank
                  appraisal, all allocations will be limited to 65% of the lower
                  of actual cost or the Bank's assessed value not to exceed the
                  amount of $250,000.

                  (c) 50% of the cost for remaining existing assets, subject to
                  a valid first security interest of the Bank; and

                  (d) 50% of the purchase cost of all future loan pools and real
                  estate asset acquisitions. subject to a valid first security
                  interest of the Bank; provided, however, acquisition
                  allocation within a pool or group of assets will not exceed
                  the amount of $250,000 without the support of an approved Bank
                  appraisal; and

                  (e) Allocations for future real estate secured loans under
                  Borrower's asset based lending program will be limited to 75%
                  of the principal balance, subject to a valid first security
                  interest of the Bank; provided, however, the principal balance
                  must be no more than 80% of the appraised value of the
                  underlying real estate and for any new asset based loan backed
                  by real estate without an approved Bank appraisal, allocations
                  will be capped at $250,000. Each such new asset based lending
                  transaction must be internally approved by the Bank for
                  inclusion into the Borrowing base formula in the Bank's sole
                  discretion.

         3.       The proceeds of the Loan will be used (i) to acquire and
                  finance assets and/or to improve existing or acquired
                  assets and (ii) for working capital up to the aggregate
                  amount of $1,000,000 at any one time outstanding.

<PAGE>

Rampart Capital Corporation
April 30, 2000
Page 3


         4.       Borrower shall pay to the Bank a facilities availability
                  fee of TWENTY THOUSAND AND NO/100 DOLLARS ($20,000.00).

         5.       Borrower shall provide the Bank with instruments reasonably
                  required by the Bank to evidence the extension of all liens
                  and security interests in favor of the Bank securing the
                  Loan.

         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. To the extent that the Bank, in its reasonable opinion, does not
have adequate information to make an Advance based upon this Eighth
Amendment, the Bank shall not be required to make an advance as to that item
or items until such information is provided to the Bank in form required by
the Bank. To further update and consolidate the reporting and covenants of
Borrower set forth in paragraphs 13 and 14 of the Loan Agreement, such
paragraphs, as amended, are attached hereto as Schedule 1 and made a part
hereof for all purposes.

         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
Eighth Amendment, except for such changes in the facts represented and
warranted which are not in violation of the Loan Agreement, this Eighth
Amendment or the other Security Instruments and those matters which were not
in compliance and the Bank was notified of same and as to those exceptions
(but not to any future exceptions) which the Bank approved as exceptions to
the Loan Agreement requirements. Previous items of non-compliance were
approved and accepted by the Bank.

         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 Eighth Amendment.

         There exists, and after giving effect to this Eighth 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 Eighth Amendment is intended to amend any of the
representations or warranties contained in the Loan Agreement.

<PAGE>
Rampart Capital Corporation
April 30, 2000
Page 4


         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 Eighth 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 Eighth
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 Eighth 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 Eighth Amendment.

         This Eighth 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.

         Borrower and Bank agree that without the written consent of Charles
W. Janke and James H. Carpenter, the Borrower may not increase the maximum
amount of the Loan.

         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

<PAGE>

Rampart Capital Corporation
April 30, 2000
Page 5


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 Eighth
Amendment to be executed on the date first set forth above but in all
respects effective as of December 31, 1999.

BORROWER:                 RAMPART CAPITAL CORPORATION


                          By: /S/  J. H. CARPENTER
                                                  ---------------------------
                                   J. H. Carpenter
                                   President

                          RAMPART FACILITIES CORPORATION


                          By: /S/ J. H. CARPENTER
                                                 ----------------------------
                                  J. H. Carpenter, President

                          RAMPART VENTURES CORPORATION,  L.L.C.


                          By: /S/ CHARLES W. JANKE
                                                  ---------------------------
                                  Charles W. Janke, Managing Member

                          RAMPART ACQUISITION CORPORATION, L.L.C.


                          By: /S/ CHARLES W. JANKE
                                                  ---------------------------
                                  Charles W. Janke, Managing Member


                          RAMPART PROPERTIES CORPORATION


                          By: /S/ J. H. CARPENTER
                                                 ----------------------------
                                  J. H. Carpenter, President


<PAGE>

Rampart Capital Corporation
April 30, 2000
Page 6



                           IGBAF, INC.


                           By: /S/ J. H. CARPENTER
                                                  ---------------------------
                                   J. H. Carpenter, President

                           IGBF, INC.


                           By: /S/ J. H. CARPENTER
                                                  ---------------------------
                                   J. H. Carpenter, President

                           NEWPORT FUND CORPORATION


                           By: /S/ J. H. CARPENTER
                                                  ---------------------------
                                   J. H. Carpenter, President

                           LEISSNER'S INC.


                           By: /S/ J. H. CARPENTER
                                                  ---------------------------
                                   J. H. Carpenter, President

                           RAMPART NEWPORT CORPORATION


                           By: /S/ J. H. CARPENTER
                                                  ---------------------------
                                   J. H. Carpenter, President


                           SOURCEONE CAPITAL GROUP, L.L.C.

                           By:      Rampart Properties Corporation,
                                    its Manager

                                    By: /S/ J. H. CARPENTER
                                                           ------------------
                                            J. H. Carpenter, President


<PAGE>

Rampart Capital Corporation
April 30, 2000
Page 7




BANK:                       SOUTHWEST BANK OF TEXAS N.A.

                            By: /S/ ROBERT BISSEY JR.
                                                     -------------------------
                                    Robert Bissey, Jr.
                                    Vice President

ATTACHMENT:
Schedule 1 - Paragraphs 13 and 14 of the Loan Agreement



<PAGE>


                                   SCHEDULE 1
                      to Eighth Amendment to Loan Agreement

Restatement of Paragraphs 13 and 14 (supercedes and replaces all previous
paragraphs 13 and 14):

13.       Without request by Bank, Borrower agrees to furnish, or cause to be
          furnished, Bank with true, correct and complete copies of the
          following as indicated, until the Note is paid in full and the Bank's
          commitment to lend under the Note is terminated:

          a.        promptly after becoming available and in any event within
                    thirty (30) days after the end of each quarter, Borrower's
                    financial statements in comparable form as previously
                    furnished to Bank and prepared in accordance with generally
                    accepted accounting principals, consistently applied,
                    consisting of at least (i) the balance sheet of Borrower as
                    of the end of such quarter prepared on a cost basis, (ii)
                    the statement of profit and loss of Borrower for such
                    quarter prepared on a cash basis, and (iii) the statement of
                    reconciliation of capital accounts of Borrower for such
                    quarter; certified by the principal financial officer of
                    Borrower to be true and correct and fairly reflect
                    Borrower's financial condition and operations;

          b.        within thirty (30) days after the filing of same, copies of
                    the federal income tax return of Borrower;

          c.        as soon as available and in any event within thirty (30)
                    days after the end of each calendar month, a Borrowing Base
                    Certificate, substantially in the form as previously
                    approved by the Bank, calculating the amount of the
                    Borrowing Base and indicating no default by Borrower or, if
                    an Event of Default exists or would exist but for the
                    passage of time, the nature of any such default;

          d.        as soon as available and in any event within thirty (30)
                    days after the end of each calendar month, a full and
                    complete list of all Eligible Notes Receivable and all liens
                    securing same which are owned by Borrower and pledged to
                    Bank under any of the Collateral Assignments; such list
                    shall be in the form and containing information of a type
                    and scope as currently delivered to Bank in connection with
                    the Prior Collateral Assignment unless and until Bank
                    requests additional information from Borrower which
                    additional information shall be furnished within two (2)
                    weeks from notice of such request to Borrower;

          f.        such other information regarding the business and affairs
                    and financial condition of Borrower, as Bank may reasonably
                    request;

          g.        a monthly officer's certificate of Borrower that Borrower
                    has paid and discharged all taxes, assessments and
                    governmental charges or levies imposed on Borrower or on

<PAGE>


                    its income or profits or on any of its property prior to the
                    date on which penalties or liens attach thereto; PROVIDED,
                    HOWEVER, Borrower shall not be required to pay any such tax,
                    assessment, charge, levy or claim the payment of which is
                    being contested in good faith and by proper proceedings;
                    PROVIDED FURTHER, HOWEVER, the parties acknowledge and agree
                    that it is Borrower's customary practice not to pay real
                    property taxes on its real estate interests unless the
                    failure to do so would have an immediate and material
                    adverse effect on Borrower's ability to continue its
                    operations;

          h.        prompt notice of all litigation and all proceedings before
                    any governmental or regulatory agencies against Borrower,
                    except litigation or proceedings not materially adversely
                    affecting the financial condition of Borrower;

          i.        access to Borrower's records for a semi-annual review by the
                    Bank's real estate department of Borrower's major real
                    estate assets and an annual field audit examination of such
                    records; and

          j.        as soon as available and in any event within one hundred
                    twenty (120) days after December 31, 1999, and all calendar
                    years thereafter, the financial statements listed in
                    Paragraph 13(a) as of the end of such calendar year audited
                    by a Certified Public Accountant or Firm approved by the
                    Bank.

14.      Borrower will at all times comply with the covenants contained in this
         paragraph from the date hereof and for so long as any indebtedness
         under the Note or the Loan remains outstanding:

          a.        Borrower will not permit any material change to be made in
                    the character of its business as carried on at the date
                    hereof;

          b.        Borrower shall furnish executed Deeds of Trust on any
                    property covered by the Collateral Assignments to which
                    Borrower obtains title promptly after taking such action,
                    such that upon recording of such Deed of Trust, Bank will
                    have a first priority lien; PROVIDED, HOWEVER, this
                    provision shall apply only to foreclosure (or deed in lieu
                    thereof) against properties which secure any Eligible Note
                    Receivable to which Borrower has an allocated cost of over
                    $100,000.00;

          c.        Borrower agrees that 100% of the Net Purchase Price received
                    by Borrower from the sale, compromise or settlement of any
                    Eligible Note Receivable and Eligible REO shall be applied
                    to the payment of the Note;

          d.        Borrower shall maintain, or cause to be maintained, accurate
                    books and records pertaining to the Eligible Notes
                    Receivable in accordance with generally accepted practices
                    and procedures. Borrower will, upon Bank's request, mark
                    Borrower's ledger cards, books of account and other records
                    relating to the Eligible Notes


                                      -2-
<PAGE>



                    Receivable with appropriate notations satisfactory to
                    Bank, disclosing that Borrower has granted to Bank a
                    security interest in the Eligible Notes Receivable or
                    containing such other designations as Bank may require.
                    All such records shall be kept at Borrower's address as
                    it appears in this Loan Agreement;

          e.        Borrower will, promptly upon learning thereof, report to
                    Bank all matters materially affecting the value,
                    enforceability or collectability of any of the Eligible
                    Notes Receivable such as claims or disputes asserted by any
                    maker as to the amount of principal or interest owing on
                    such promissory notes and/or the enforceability of the liens
                    securing the payment thereof;

          f.        Borrower will promptly provide Bank with notice of any event
                    which will have an immediate and material adverse effect on
                    the Borrower's ability to conduct its business as presently
                    conducted;

          g.        Borrower shall continue to be a corporation duly
                    incorporated and existing in good standing under the laws of
                    the State of Texas or the State of Oklahoma or the State of
                    Nevada, as applicable, and continue to be duly licensed or
                    qualified as a foreign corporation in all jurisdictions
                    wherein the character of the property owned or leased by it
                    or the nature of the business transacted by it makes
                    licensing or qualification necessary as a foreign
                    corporation;

          h.        Subsequent to Bank taking legal title to the Eligible Notes
                    Receivable by commercially reasonable means in accordance
                    with applicable law, Bank shall have the right to receive,
                    endorse, assign and/or deliver in the name of Bank or
                    Borrower any and all checks, drafts and other instruments
                    for the payment of money relating to the Eligible Notes
                    Receivable, and Borrower hereby waives notice or
                    presentment, protest and of non-payment of any instrument so
                    endorsed. Borrower further authorizes Bank to sign
                    Borrower's name on any verifications of Eligible Notes
                    Receivable, to send verifications of Eligible Notes
                    Receivable to any party and to do all other acts and things
                    necessary to carry out the provisions of this Loan
                    Agreement. Bank and its officers, directors, agents and
                    designees shall not be liable for any acts of omission or
                    commission, or for any error of judgment or mistake of act
                    or law by Bank after taking such legal title, unless done
                    maliciously or with gross negligence.


          i.        To the limited extent required by any regulatory authority
                    having jurisdiction over Bank, Borrower will furnish to Bank
                    appraisals of the real property held as collateral prepared
                    in accordance with Bank's instructions and in form and
                    substance satisfactory to Bank, within ninety (90) days of
                    each request, the cost of which is to be borne solely by
                    Borrower;


                                      -3-
<PAGE>


          j.        Borrower will permit any officer, employee or agent of Bank
                    to visit and inspect its principal place of business, both
                    interior and exterior, examine Borrower's books of record
                    and accounts, take copies and extracts therefrom, and
                    discuss the affairs, finances and accounts of Borrower with
                    Borrower's accountants and auditors, all at such reasonable
                    times and as often as Bank may desire;

          k.        Bank shall hold the originals of all Eligible Notes
                    Receivable in its possession and Borrower shall take such
                    other and further action as may be necessary to maintain
                    Bank's perfected security interest in the Eligible Notes
                    Receivable;

          l.        Borrower will permit any officer, agent or employee of the
                    Bank's real estate department to review the Eligible Class A
                    Notes Receivable and Eligible Class F & I Assets to assess a
                    valuation of such collateral to determine the Borrowing Base
                    and to determine whether any such property should be
                    reclassified as Eligible Remaining Assets;

          m.        Borrower will not permit its tangible net worth (on a
                    consolidated basis) to be less than $9,000,000 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, and retained earnings less treasury stock (if any),
                    less good will, cost in excess of net assets acquired,
                    deferred development costs and all other assets as are
                    properly classified as intangible assets; and

          n.        Borrower shall maintain on a consolidated basis a ratio of
                    Total Liabilities to Tangible Net Worth not exceeding
                    1.25:1.00. As used "Total Liabilities" means the sum of
                    current liabilities plus long term liabilities, excluding
                    any deferred income taxes.

          o.        Borrower will not create, incur, assume or suffer to exist
                    any lien on any of its assets (now owned or hereafter
                    acquired), except for the liens securing the payment of the
                    Note or approved by the Bank in writing.

          p.        In the event Borrower shall have debt payable to its
                    shareholders, Borrower shall have the shareholders
                    subordinate such debt to the debt of the Bank, and the
                    Borrower will not prepay any subordinated debt or make any
                    payment of principal thereof or interest thereon or any
                    other distribution in respect thereof unless prior approval
                    is given by the Bank.

          q.        Borrower will not permit any material change to be made in
                    the character of its business as carried on at the date
                    hereof or contemplated hereby.

          r.        Borrower will not merge or consolidate with or sell, assign,
                    lease or otherwise dispose of (whether in one transaction or
                    in a series of transactions) all or


                                      -4-
<PAGE>


                    substantially all of its properties (whether now owned or
                    hereafter acquired) to, any person, except that the
                    Borrower may merge or consolidate with any person
                    provided that, immediately thereafter and giving effect
                    thereto, no event shall occur and be continuing which
                    constitutes a Default or an Event of Default and in the
                    case of any such merger or consolidation to which the
                    Borrower is a party, the Borrower is the surviving
                    corporation.



                                      -5-