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                                                                   EXHIBIT 10.16

                                 PROMISSORY NOTE

$250,000                                                       February 7, 2001

     FOR VALUE RECEIVED, the undersigned, WESTECH CAPITAL CORP., a New York
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of CHARLES H.
MAYER, an individual (together with his successors and assigns and any
subsequent holders of this Promissory Note, the "Lender"), the principal sum of
TWO HUNDRED FIFTY THOUSAND and No/100 Dollars ($250,000), together with interest
at a fixed rate per annum equal to nine (9.00%), payable on March 7, 2002.

     Payments of principal and interest, and all amounts due with respect to
costs and expenses, shall be made in lawful money of the United States of
America in immediately available funds, without deduction, set-off or
counterclaim to the Lender at the location he specifies not later than 11:00
a.m. (Austin, Texas time) on the date(s) on which such payments shall become
due.

     Borrower recognizes, agrees and understands that this Note is a term note
and that no provision of this Note or any other document executed and delivered
in connection herewith, including the recital of certain covenants,
representations and events of default, shall modify or impair the nature of this
Note.

     All agreements between the Borrower and the Lender, whether now existing or
hereafter arising and whether written or oral, are hereby expressly limited so
that in no contingency or event whatsoever, shall the amount contracted for,
charged, reserved or received by Lender for the use, forbearance, or detention
of the money to be loaned under this Note or otherwise or for the payment or
performance of any covenant or obligation contained in this Note or in any other
document exceed the Maximum Rate (as hereinafter defined). If, as a result of
any circumstances whatsoever, fulfillment of any provision hereof or of any of
such documents, at the time performance of such provision shall be due, shall
involve transcending the limit of validity prescribed by applicable usury law or
result in the Lender having or being deemed to have contracted for, charged,
reserved or received interest (or amounts deemed to be interest) in excess of
the maximum, lawful rate or amount of interest allowed by applicable law to be
so contracted for, charged, reserved or received by the Lender, then, ipso
facto, the obligation to be fulfilled by the Borrower shall be reduced to the
limit of such validity, and if, from any such circumstance, the Lender shall
ever receive interest or anything which might be deemed interest under
applicable law which would exceed the Maximum Rate, such amount which would be
excessive interest shall be refunded to the Borrower, or to the extent (i)
permitted by applicable law and (ii) such excessive interest does not exceed the
unpaid principal balance of this Note, applied to the reduction of the principal
amount owing on account of this Note and not to the payment of interest. In
determining whether or not the interest paid or payable under any specific
contingencies exceeds the Maximum Rate, the Borrower and the Lender shall, to
the maximum extent permitted under applicable law, (a) characterize any
nonprincipal payment as an expense, fee or premium rather than as interest; (b)
exclude voluntary prepayments and the effects thereof; and (c) amortize,
prorate, allocate and spread in equal parts during the period of the full stated
term of this Note until payment in full of the principal thereof (including the
period of any renewal or extension thereof), all interest at any time contracted
for, charged, received or reserved in connection with the indebtedness evidenced
by this Note.

     As used in this Note, the term "Maximum Rate" means the maximum rate of
nonusurious interest permitted from day to day by applicable law, including as
to Chapter 303 of the Texas Finance Code, as amended or codified (and as the
same may be incorporated by reference in other Texas statutes), but otherwise
without limitation, that rate based upon the weekly ceiling and calculated after
taking into account any and all relevant fees, payments and other charges in
respect of this Note which are deemed to be interest under applicable law.

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     The Borrower may at any time pay the full amount or any part of this Note
without payment of any premium or fee.

     The Borrower and any and all endorsers, guarantors and sureties severally
waive grace, demand, presentment for payment, notice of dishonor or default,
protest, notice of protest, notice of intent to accelerate, notice of
acceleration and diligence in collecting and bringing of suit against any party
hereto, and agree to all renewals, extensions or partial payments hereon and to
any release or substitution of security hereof, in whole or in part, with or
without notice, before or after maturity.

     In the event of a default by the Borrower under this Note, in addition to
any principal and interest owing on this Note, the Borrower shall reimburse the
Lender for any and all legal fees and expenses Lender incurs in collecting on
this Note.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAW.

     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and
delivered by its officer thereunto duly authorized effective as of the date
first above written.


                                       WESTECH CAPITAL CORP.


                                       By:
                                          --------------------------------------

                                          Name:
                                               ---------------------------------

                                           Its:
                                               ---------------------------------

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