<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                                                   EXHIBIT 10.17

                                  [FIRST LOGO]

                                PROMISSORY NOTE
<TABLE>
<CAPTION>
  PRINCIPAL           LOAN DATE       MATURITY      LOAN NO      CALL/COLL           ACCOUNT         OFFICER            INITIALS
<S>                   <C>            <C>            <C>          <C>                 <C>             <C>                <C>
$1,150,100.00         03-15-2003     03-15-2004     656139         4A/31                               RCB
</TABLE>

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing """"" has been omitted due to text length limitations.

<TABLE>
<S>               <C>                                         <C>               <C>
BORROWER:         WESTECH CAPITAL CORP. (TIN: 13-3677716)     LENDER:           FIRST UNITED BANK
                  2700 VIA FORTUNA SUITE 400                                    LUBBOCK SOUTHWEST BRANCH
                  AUSTIN, TX 78748                                              6604 FRANKFORD
                                                                                LUBBOCK, TX 79424
</TABLE>

<TABLE>
<S>                                                        <C>                                          <C>
PRINCIPAL AMOUNT: $1,150,100.00                            INTEREST RATE: 4.000%                        DATE OF NOTE: MARCH 15, 2003
</TABLE>

PROMISE TO PAY. WESTECH CAPITAL CORP. ("Borrower") promises to pay to First
United Bank ("Lender"), or order, in lawful money of the United States of
America, the principal amount of One Million One Hundred Fifty Thousand One
Hundred & 00/100 Dollars ($1,150,100.00), together with interest at the rate of
4.000% per annum on the unpaid principal balance from March 15, 2003, until
maturity. The interest rate will not increase above 18.000%.

PAYMENT, Borrower will pay this loan on demand. Payment in full is due
immediately upon Lender's demand. If no demand is made, Borrower will pay this
loan in one principal payment of $1,150,100.00 plus interest on March 15, 2004.
This payment due on March 15, 2004, will be for all principal and all accrued
interest not yet paid. In addition, Borrower will pay regular monthly payments
of all accrued unpaid interest due as of each payment date, beginning April 15,
2003, with all subsequent interest payments to be due on the same day of each
month after that. Unless otherwise agreed or required by applicable law,
payments will be applied first to accrued unpaid interest, then to principal,
and any remaining amount to any unpaid collection costs. The annual interest
rate for this Note is computed on a 385/360 basis; that is, by applying the
ratio of the annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding, unless such calculation would result in a
usurious rate, in which case interest shall be calculated on a per diem basis of
a year of 365 or 366 days, as the case may be. Borrower will pay Lender at
Lender's address shown above or at such other place as Lender may designate in
writing.

MAXIMUM INTEREST RATE. Under no circumstances will the interest rate on this
Note exceed (except for any higher default rate shown below) the lesser of
18.000% per annum or the maximum rate allowed by applicable law.

PREPAYMENT. Borrower agrees that all loans fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be subject to
refund upon early payment (whether voluntary or as a result of default), except
as otherwise required by law. Except for the foregoing, Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Prepayment
in full shall consist of payment of the remaining unpaid principal balance
together with all accrued and unpaid interest and all other amounts, costs and
expenses for which Borrower is responsible under this Note or any other
agreement with Lender pertaining to this loan, and in no event will Borrower
ever be required to pay any unearned interest. Early payments will not, unless
agreed to by Lender in writing, relieve Borrower of Borrower's obligation to
continue to make payments under the payment schedule. Rather, early payments
will reduce the principal balance due. Borrower agrees not to send Lender
payments marked "paid in full", "without recourse", or similar language. If
Borrower sends such a payment, Lender may accept it without losing any of
Lender's rights under this Note, and Borrower will remain obligated to pay any
further amount owed to Lender. All written communications concerning disputed
amounts, including any check or other payment instrument that indicates that the
payment constitutes "payment in full" to the amount owed or that is tendered
with other conditions or limitations or as full satisfaction of a disputed
amount must be mailed or delivered to: First United Bank, Lubbock Southwest
Branch, 6604 Frankford, Lubbock, TX 79424.

POST MATURITY RATE. The Post Maturity Rate on this Note is 18.000% per annum.
Borrower will pay interest on all sums due after final maturity, whether by
acceleration or otherwise, at that rate.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

         PAYMENT DEFAULT. Borrower fails to make any payment when due under this
         Note.

         OTHER DEFAULTS. Borrower fails to comply with or to perform any other
         term, obligation, covenant or condition contained in this Note or in
         any of the related documents or to comply with or to perform any term,
         obligation, covenant or condition contained in any other agreement
         between Lender and Borrower.

         FALSE STATEMENTS. Any warranty, representation or statement made or
         furnished to Lender by Borrower or on Borrower's behalf under this Note
         or the related documents is false or misleading in any material
         respect, either now or at the time made or furnished or becomes false
         or misleading at any time thereafter.

         INSOLVENCY. The dissolution or termination of Borrower's existence as a
         going business, the insolvency of Borrower, the appointment of a
         receiver for any part of Borrower's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Borrower.

         CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Borrower or by any
         governmental agency against any collateral securing the loan. This
         includes a garnishment of any of Borrower's accounts, Including deposit
         accounts, with Lender. However, this Event of Default shall not apply
         if there is a good faith dispute by Borrower as to the validity or
         reasonableness of the claim which is the basis of the creditor or
         forfeiture proceeding and if Borrower gives Lender written notice of
         the creditor or forfeiture proceeding and deposits with Lender monies
         or a surety bond for the creditor or forfeiture proceeding, in an
         amount determined by Lender, in its sole discretion, as being an
         adequate reserve or bond for the dispute.

         EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
         respect to any Guarantor of any of the indebtedness or any Guarantor
         dies or becomes incompetent, or revokes or disputes the validity of, or
         liability under, any guaranty of the indebtedness evidenced by this
         Note. In the event of a death, Lender, at its option, may, but shall
         not be required to, permit the Guarantor's estate to assume
         unconditionally the obligations arising under the guaranty in a manner
         satisfactory to Lender, and, in doing so, cure any Event of Default.

         CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent
         (25%) or more of the common stock of Borrower.

         ADVERSE CHANGE. A material adverse change occurs in Borrower's
         financial condition, or Lender believes the prospect of payment or
         performance of this Note is impaired.

         INSECURITY. Lender in good faith believes itself insecure.

         CURE PROVISIONS. If any default, other than a default in payment is
         curable, it may be cured (and no event of default will have occurred)
         if Borrower, after receiving written notice from Lender demanding cure
         of such default: (1) cures the default within twenty (20) days; or (2)
         if the cure requires more than twenty (20) days, immediately initials
         steps which Lender deems in Lender's sole discretion to be sufficient
         to cure the default and thereafter continues and completes all
         reasonable and necessary steps sufficient to produce compliance as soon
         as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire indebtedness,
including the unpaid principal balance on this Note, all accrued unpaid
interest, and all other amounts, costs and expenses for which Borrower is
responsible under this Note or any other agreement with Lender pertaining to
this loan, immediately due, without notice, and then Borrower will pay that
amount.

ATTORNEY'S FEES; EXPENSES. Lender may hire an attorney to help collect this Note
if Borrower does not pay, and Borrower will pay Lender's reasonable attorneys'
fees. Borrower also will pay Lender all other amounts Lender actually incurs as
court costs, lawful fees for filing, recording, releasing to any public office
any instrument securing this Note; the reasonable cost actually expended for
repossessing, storing, preparing for sale, and selling any security; and fees
for noting a lien on or transferring a certificate of title to any motor
vehicle offered as security for this Note, or premiums or identifiable charges
received in connection with the sale of authorized insurance.

GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF TEXAS. THIS NOTE HAS
BEEN ACCEPTED BY LENDER IN THE STATE OF TEXAS.

CHOICE OF VENUE. If there is a lawsuit, and if the transaction evidenced by this
Note occurred in Lubbock County, Borrower agrees upon Lender's request to submit
to the jurisdiction of the courts of Lubbock County, State of Texas.

<PAGE>

                                PROMISSORY NOTE
                                  (CONTINUED)

LOAN NO: 656139                                                           PAGE 2

RIGHT OF SETOFF. To the extent permitted by applicable law, Lander reserves a
right of setoff in all Borrower's accounts with Lender (Whether checking,
savings, or some other account). This include all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lander, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.

COLLATERAL, Borrower acknowledges this Note is secured by FUB CD#060016603 in
the name of Tejas Securities Group, Inc.

PURPOSE OF LOAN, Renewal, originally to pay A/P to Texas Securities Group, Inc.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successor and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
Please notify us if we report any inaccurate information about your account(s)
to a consumer reporting agency. Your written notice describing the specific
inaccuracy(les) should be sent to us at the following address: FIRST UNITED BANK
P.O. Box 16500 Lubbock, TX 79490

GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific
default provisions or rights of Lender shall not produce Lender's right to
declare payment of this Note on its demand. NOTICE: Under no circumstances (and
notwithstanding any other provisions of this Note) shall the interest charged,
collected, or contracted for on this Note exceed the maximum rate permitted by
law. The term "maximum rate permitted by law" as used in this Note means the
greater of (a) the maximum rate of interest permitted under federal or other law
applicable to the indebtedness evidenced by this Note, or (b) the higher, as of
the date of this Note, of the "Weekly Ceiling" or the "Quarterly Ceiling" as
referred to in Sections 303.002, 303.003 and 303.006 of the Texas Finance Code.
If any part of this Note cannot be enforced, this fact will no affect the rest
of the Note. Borrower does not agree or intend to pay, and Lender does not agree
or intend to contract for, charge, collect, take, reserve or receive
(collectively referred to herein as "charge or collect"), any amount in the
nature of interest or in the nature of a fee for this loan, Which would in any
way or event (including demand, prepayment, or acceleration) cause Lender to
charge or collect more for this loan than the maximum Lender would be permitted
to charge or collect by federal law or the law of the State of Texas (as
applicable). Any such excess interest or unauthorized fee shall, instead of
anything stated to the contrary, be applied first to reduce the principal
balance of this loan, and when the principal has been paid in full, be refunded
to Borrower. The right to accelerate maturity of sums due under this Note does
not include the right to accelerate any interest which has not otherwise accrued
on the date of such acceleration, and Lender does not intend to charge or
collect any unearned interest in the event of acceleration. All sums paid or
agreed to be paid to Lender for the use, forbearance or deletion of sums due
hereunder shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of the loan evidence by
this Note until payment in full so that the rate or amount of Interest on
account of the loan evidence hereby does not exceed the applicable usury
ceiling. Lender may delay or forgo enforcing any of its rights or remedies under
this Note without losing them. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive
presentmentment, demand for payment, notice of dishonor, notice of intent to
accelerate the maturity of this Note, and notice of acceleration of the maturity
of this Note. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew or extend (repeatedly and for any
length of time) this loan or release any party or guarantor or collateral, or
impair, fall to realize upon or perfect Lender's security interest in the
collateral without the consent of or notice to anyone. All such parties also
agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

WESTECH CAPITAL CORP.

BY: /s/ John Gorman,
    --------------------------
    JOHN GORMAN, CHAIRMAN & CEO OF WESTECH
    CAPITAL CORP.

<PAGE>

                                  [FIRST LOGO]

                         ASSIGNMENT TO DEPOSIT ACCOUNT
<TABLE>
<CAPTION>
PRINCIPAL              LOAN DATE      MATURITY      LOAN NO      CALL/COLL           ACCOUNT         OFFICER               INITIALS
<S>                   <C>            <C>            <C>          <C>                 <C>             <C>                   <C>
$1,150,100.00         03-15-2003     03-15-2004     656139         4A/31                               RCB
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.

 Any item above containing """" has been omitted due to text length limitations.

<TABLE>
<S>               <C>                                                   <C>               <C>
BORROWER:         WESTECH CAPITAL CORP. (TIN: 13-3577716)               LENDER:           FIRST UNITED BANK
                  2700 VIA FORTUNA SUITE 400                                              LUBBOCK SOUTHWEST BRANCH
                  AUSTIN, TX 78746                                                        6604 FRANKFORD
                                                                                          LUBBOCK, TX 79424

GRANTOR:          TEJAS SECURITIES GROUP, INC. (TIN: 74-2698352)
                  2700 VIA FORTUNA SUITE 400
                  AUSTIN, TX 78746
</TABLE>

THIS ASSIGNMENT OF DEPOSIT ACCOUNT DATED MARCH 15, 2003, IS MADE AND EXECUTED
AMONG TEJAS SECURITIES GROUP, INC. ("GRANTOR"); WESTECH CAPITAL CORP.
("BORROWER"); AND FIRST UNITED BANK ("LENDER").

ASSIGNMENT. For valuable consideration, Grantor assigns and grants to Lender a
security interest in the Collateral, including without limitation the deposit
accounts described below, to secure the indebtedness and agrees that Lender
shall have the rights stated in this Agreement with respect to the Collateral,
in addition to all other rights which Lender may have by law.

COLLATERAL DESCRIPTION. The word "Collateral" means the following described
deposit account ("Account"):

         CD ACCOUNT NUMBER 080015603, IN THE NAME OF TEJAS SECURITIES GROUP,
         INC. WITH LENDER WITH AN APPROXIMATE BALANCE OF $1,155,000.00

together with (A) all interest, whether now accrued or hereafter accruing; (B)
all additional deposits hereafter made to the Account; (C) any and all proceeds
from the Account; and (D) all renewals, replacements and substitutions for any
of the foregoing.

BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise required under this
Agreement or by applicable law, (A) Borrower agrees that Lender need not tell
Borrower about any action or inaction Lender takes in connection with this
Agreement; (B) Borrower assumes the responsibility for being and keeping
informed about the Collateral; and (C) Borrower waives any defenses that may
arise because of any action or inaction of Lender, including without limitation
any failure of Lender to realize on the Collateral or any delay by Lender in
realizing upon the Collateral; and Borrower agrees to remain liable under the
Note no matter what action Lender takes or falls to take under this Agreement.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (A) this
Agreement is executed at Borrower's request and not at the request of Lender;
(B) Grantor has the full right, power and authority to enter into this Agreement
and to pledge the Collateral to Lender; (C) Grantor has established adequate
mean's of obtaining from Borrower on a continuing basis Information about
Borrower's financial condition; and (D) Lender has made no representation to
Grantor about Borrower or Borrower's creditworthiness.

GRANTOR'S WAIVERS. Grantor waives all requirements of presentment, protest,
demand, and notice of dishonor of non-payment to Borrower or Grantor, or any
other party to the indebtedness or the Collateral. Lender may do any of the
following with respect to any obligation of any Borrower, without first
obtaining the consent of Grantor: (A) grant any extension of time for any
payment, (B) grant any renewal, (C) permit any modification of payment terms or
other terms, or (D) exchange or release any Collateral or other security. No
such act or failure to act shall affect Lender's rights against Grantor or the
Collateral.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Grantor's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Grantor holds
jointly with someone else and all accounts Grantor may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Grantor authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.

GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With
respect to the Collateral, Grantor represents and promises to Lender that:

         OWNERSHIP. Grantor is the lawful owner of the Collateral free and clear
         of all loans, liens, encumbrances, and claims except as disclosed to
         and accepted by Lender in writing.

         RIGHT TO GRANT SECURITY INTEREST. Grantor has the full right, power,
         and authority to enter into this Agreement and to assign the Collateral
         to Lender.

         NO PRIOR ASSIGNMENT. Grantor has not previously granted a security
         interest in the Collateral to any other creditor.

         NO DEFAULTS. There are no defaults relating to the Collateral, and
         there are no offsets or counterclaims to the same. Grantor will do
         everything required of Grantor under the terms, conditions, promises,
         and agreements contained in or relating to the Collateral.

         PROCEEDS. Any and all replacement or renewal certificates, instruments,
         or other benefits or proceeds related to the Collateral that are
         received by Grantor shall be held by Grantor in trust for Lender and
         immediately shall be delivered by Grantor to Lender to be held as part
         of the Collateral.

         VALIDITY; BINDING EFFECT. This Agreement is binding upon Grantor and
         Grantor's successors and assigns and is legally enforceable in
         accordance with its terms.

         FINANCING STATEMENTS. Grantor authorizes Lender to file a UCC-1
         financing statement, or alternatively, a copy of this Agreement to
         perfect Lender's security interest. At Lender's request, Grantor
         additionally agrees to sign all other documents that are necessary to
         perfect, protect, and continue Lender's security interest in the
         Property. Grantor will pay all filling fees, title transfer fees, and
         other fees and costs involved unless prohibited by law or unless Lender
         is required by law to pay such fees and costs, Grantor Irrevocably
         appoints Lender to execute financing statements and documents of little
         in Grantor's name and to execute all documents necessary to transfer
         title if there is a default. Lender may file a copy of this Agreement
         as a financing statement. If Grantor changes Grantor's name or address,
         or the name or address of any person granting a security interest under
         this Agreement changes, Grantor will promptly notify the Lender of such
         change.

LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. While this
Agreement is in effect, Lender may retain the rights to possession of the
Collateral, together with any and all evidence of the Collateral, such as
certificates or passbooks. This Agreement will remain in effect Until (a) there
no longer is any indebtedness owing to Lender; (b) all other obligations secured
by this Agreement have been fulfilled; and (c) Grantor, in writing, has
requested from Lender a release of this Agreement.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Grantor falls to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Grantor's failure to discharge or pay when due any amounts
Grantor is required to discharge or pay under this Agreement or any Related
Documents, Lender on Grantor's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levled or placed on the Collateral and paying all
costs for insuring, maintaining and preserving the Collateral. All such
expenditures paid by Lender for such purposes will then bear interest at the
Note rate from the date paid by Lender to the date of repayment by Grantor. To
the extent permitted by applicable law, all such expenses will become a part of
the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be
added to the balance of the Note and be apportioned among and be payable with
any Installment payments to become due during either (1) the term of any
applicable Insurance policy; or (2) the remaining term of the Note; or (C) be
treated as a balloon payment which will be due and payable at the Note's
maturity. The Agreement also will secure payment of these amounts. Such right
shall be in addition to all other rights and remedies to which Lender may be
entitled upon Default.

LIMITATIONS ON OBLIGATIONS OF LENDER. Lender shall use orolnary reasonable care
in the physical preservation and custody of any certificate or passbook for the
Collateral but shall have no other obligation to protect the Collateral or its
value. In particular, but without limitation, Lender shall have no
responsibility (A) for the collection or protection of any Income on the
Collateral; (B) for the preservation of rights against Issuers of the Collateral
or against third persons; (C) for ascertaining any maturities, conversions,
exchanges, offers, lenders, or similar matters relating to the Collateral; nor
(D) for informing the Grantor about any of the above, whether or not Lender has
or is deemed to have knowledge of such matters.

<PAGE>

                         ASSIGNMENT OF DEPOSIT ACCOUNT
                                  (CONTINUED)

LOAN NO.: 656139                                                          PAGE 2

DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:

         PAYMENT DEFAULT. Borrower fails to make any payment when due under the
         Indebtedness.

         OTHER DEFAULTS. Borrower or Grantor fails to comply with or to perform
         any other term, obligation, covenant or condition contained in this
         Agreement or in any of the Related Documents or to comply with or to
         perform any term, obligation, covenant or condition contained in any
         other agreement between Lender and Borrower or Grantor.

         FALSE STATEMENTS. Any warranty, representation or statement made or
         furnished to Lender by Borrower or Grantor or on Borrower's or
         Grantor's behalf under this Agreement or the Related Documents is false
         or misleading in any material respect, either now or at the time made
         or furnished or becomes false or misleading at any time thereafter.

         DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related
         Documents ceases to be in full force and effect (including failure of
         any collateral document to create a valid and perfected security
         interest or lien) at any time and for any reason.

         INSOLVENCY. The dissolution or termination of Borrower's or Grantor's
         existence as a going business, the insolvency of Borrower or Grantor,
         the appointment of a receiver for any part of Borrower's or Grantor's
         property, any assignment for the benefit of creditors, any type of
         creditor workout, or the commencement of any proceeding under any
         bankruptcy or insolvency laws by or against Borrower or Grantor.

         CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Borrower or
         Grantor or by any governmental agency against any collateral securing
         the Indebtedness. This includes a garnishment of any of Borrower's or
         Grantor's accounts, including deposit accounts, with Lender. However,
         this Event of Default shall not apply if there is a good faith dispute
         by Borrower or Grantor as to the validity or reasonableness of the
         claim which is the basis of the Creditor or forfeiture proceeding and
         it Borrower or Grantor gives Lender written notice of the creditor or
         forfeiture proceeding and deposits with Lender monies or a surety bond
         for the creditor or forfeiture proceeding, in an amount determined by
         Lender, in its sole discretion, as being an adequate reserve or bond
         for the dispute.

         EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
         respect to Guarantor of any of the indebtedness or Guarantor dies or
         becomes incompetent or revokes or disputes the validity, of, or
         liability under, any Guaranty of the Indebtedness.

         ADVERSE CHANGE. A material adverse change occurs in Borrower's or
         Grantor's financial condition, or Lender believes the prospect of
         payment or performance of the Indebtedness is impaired.

         INSECURITY. Lender in good faith believes itself insecure.

         CURE PROVISIONS. If any default, other than a default in payment is
         curable, it may be cured (and no event of default will have occurred)
         if Grantor, after receiving written notice from Lender demanding cure
         of such default: (1) cures the default within twenty (20) days; or (2)
         if the cure requires more than twenty (20) days, immediately initiates
         steps which Lender deems in Lender's sole discretion to be sufficient
         to cure the default and thereafter continues and completes all
         reasonable and necessary steps sufficient to produce compliance as soon
         as reasonably practical.

RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default, or
at any time thereafter, Lender may exercise any one or more of the following
rights and remedies, in addition to any rights or remedies that may be available
at law, in equity, or otherwise:

         ACCELERATE INDEBTEDNESS. Lender may declare all Indebtedness of
         Borrower to Lender immediately due and payable, without notice of any
         kind to Borrower or Grantor.

         APPLICATION OF ACCOUNT PROCEEDS. Lender may take directly all funds in
         the Account and apply them to the indebtedness. If the Account is
         subject to an early withdrawal penalty, that penalty shall be deducted
         from the Account before its application to the indebtedness, whether
         the Account is with Lender or some other institution. Any excess funds
         remaining after application of the Account proceeds to the indebtedness
         will be paid to Borrower or Grantor as the interests of Borrower or
         Grantor may appear. Borrower agrees, to the extent permitted by law, to
         pay any deficiency after application of the proceeds of the Account to
         the indebtedness. Lender also shall have all the rights of a secured
         party under the Texas Uniform Commercial Code, even if the Account is
         not otherwise subject to such Code concerning security interests, and
         the parties to this Agreement agree that the provisions of the Code
         giving rights to a secured party shall nonetheless be a part of this
         Agreement.

         TRANSFER TITLE. Lender may effect transfer of like upon sale of all or
         part of the Collateral. For this purpose, Grantor irrevocable appoints
         Lender as Grantor's attorney-in-fact to execute endorsements,
         assignments and instruments in the name of Grantor and each of them (if
         more than one) as shall be necessary or reasonable.

         OTHER RIGHTS AND REMEDIES. Lender shall have and may exercise and or
         all of the rights and remedies of a secured creditor under the
         provisions of the Texas Uniform Commercial Code, at law, in equity, or
         otherwise.

         DEFICIENCY JUDGMENT. If permitted by applicable law, Lender any obtain
         a judgment for any deficiency remaining in the indebtedness due to
         Lender after application of all amounts received from the exercise of
         the rights provided in this section.

         ELECTION OF REMEDIES. Except as may be prohibited by applicable law,
         all of Lender's rights and remedies, whether evidenced by this
         Agreement or by any other writing, shall be cumulative and may be
         exercised singularly or concurrently. Election by Lender to pursue any
         remedy shall not exclude pursuit of any other remedy, and an election
         to make expenditures or to take action to perform an obligation of
         Grantor under this Agreement, after Grantor's failure to perform, shall
         not affect Lender's right to declare a default and exercise its
         remedies.

         CUMULATIVE REMEDIES. All of Lender's rights and remedies, whether
         evidenced by this Agreement or by any other writing, shall be
         cumulative and may be exercised singularly or concurrently. Election by
         Lender to pursue any remedy shall not exclude pursuit of any other
         remedy, and an election to make expenditures or to take action to
         perform an obligation of Grantor under this Agreement, after Grantor's
         failure to perform, shall not affect Lender's right to declare a
         default and to exercise its remedies.

PURPOSE OF LOAN. Renewal, originally to pay A/P to Tejas Securities Group, Inc.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

         AMENDMENTS. This Agreement, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as to
         the matters set forth in this Agreement. No alteration of or amendment
         to this Agreement shall be effective unless given in writing and signed
         by the party or parties sought to be charged or bound by the alteration
         or amendment.

         ATTORNEYS' FEES; EXPENSES. Grantor agrees to pay upon demand all of
         Lender's Costs and expenses, including Lender's reasonable attorneys'
         fees and Lender's legal expenses, incurred in connection with the
         enforcement of this Agreement. Lender may hire or pay someone else to
         help enforce this Agreement, and Grantor shall pay the costs and
         expenses of such enforcement. Costs and expenses include Lender's
         reasonable attorneys' fees and legal expenses whether or not there is a
         lawsuit, including Lender's reasonable attorneys' fees and legal
         expenses for bankruptcy proceedings (including efforts to modify or
         vacate any automatic stay or injunction), appeals, and any anticipated
         post-judgment collection services. Grantor also shall pay all court
         costs and such additional fees as may be directed by the court.

         CAPTION HEADINGS. Caption headings in this Agreement are for
         convenience purposes only and are not to be used to interpret or define
         the provisions of this Agreement.

         GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND
         ENFORCED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF
         TEXAS. THIS AGREEMENT HAS BEEN ACCEPTED BY LENDER IN THE STATE OF
         TEXAS.

         CHOICE OF VENUE. If there is a lawsuit, and if the transaction
         evidenced by this Agreement occurred in Lubbock Counly, Grantor agrees
         upon Lender's request to submit to the jurisdiction of the courts of
         Lubbock County, State of Texas.

         JOINT AND SEVERAL LIABILITY. All obligations of Borrower and Grantor
         under this Agreement shall be joint and several, and all references to
         Grantor shall means each and every Grantor, and all references to
         Borrower shall mean each and every Borrower. This means that each
         Borrower and Grantor signing below is responsible for all obligations
         in this Agreement. Where any one or more of the parties is a
         corporation, partnership, limited liability company or similar entity,
         it is not necessary for Lender to inquire into the powers of any of the
         officers, directors, partners, members, or other agents acting or
         purporting to act on the entity's behalf, and any obligations made or
         created in reliance upon the professed exercise of such powers shall be
         guaranteed under this Agreement.

         NOW WAIVER BY LENDER. Lender shall not be deemed to have waived any
         rights under this Agreement unless such waiver is given in writing and
         signed by Lender. No delay or omission on the part of Lender in
         exercising any right shall operate as a waiver of such right or any
         other right. A waiver by Lender of a provision of this Agreement shall
         not prejudice or constitute a waiver of Lender's right otherwise to
         demand strict compliance with that provision or any other provision of
         this Agreement. No prior waiver by Lender, nor any course of dealing
         between Lender and Grantor, shall constitute a waiver of any of
         Lender's rights or of any of Grantor's obligations as to any future
         transactions. Whenever the consent of Lender is required under this
         Agreement, the granting of such consent by Lender in any instance shall
         not constitute continuing consent to subsequent instances where such
         consent is required and in all cases such consent may be granted or
         withheld in the sole discretion of Lender.

         NOTICES. Any notice required to be given under this Agreement shall be
         given in writing, and shall be effective when actually delivered, when
         actually received by telefacsimile (unless otherwise required by law),
         when deposited with a nationally recognized overnight courier, or, it
         mailed,

<PAGE>

                          ASSIGNMENT OF DEPOSIT ACCOUNT
                                   (CONTINUED)

LOAN NO: 656139                                                           PAGE 3

         when deposited in the United states mail, as first class, certified or
         registered mail postage prepaid, directed to the addresses shown near
         the beginning of this Agreement. Any party may change its address for
         notices under this Agreement by giving formal written notice to the
         other parties, specifying that the purpose of the notice is to change
         the party's address. For notice purposes, Grantor agrees to keep Lender
         informed at all times of Grantor's current address. Unless otherwise
         provided or required by law, if there is more than one Grantor, any
         notice given by Lender to any Grantor is deemed to be notice given to
         all Grantors.

         POWER OF ATTORNEY. Grantor hereby appoints Lender as its true and
         lawful attorney-in-fact, irrevocably, with full power of substitution
         to do the following:(1)to demand, collect, receive receipt for, sua and
         recover all sums of money or other property which may now or hereafter
         become due, owing of payable from the collateral; (2) to execute, sign
         and endorse any and all claims, instruments, receipts, checks, drafts
         or warrants issued in payment for the collateral; (3) to settle or
         compromise any and all claims arising under the Collateral, and in the
         place and steed of Grantor, to execute and deliver its release and
         settlement for the claim; and (4) to file any claim or claims or to
         take any action or institute or take part in any proceedings,either in
         its own name or in the name of grantor, or otherwise, which in the
         discretion of Lender may seem to be necessary or advisable. This power
         is given as security, for the indebtedness, and the authority hereby
         conferred is and shall be irrevocable and shall remain in full force
         and effect until renounced by Lender.

         PAYMENT OF INTEREST AND FEES. Notwithstanding any other provision of
         this Agreement or any provision of any Relates Document, Grantor does
         not agree or intend to pay, and Lender does not agree or intend to
         charge, collect, take, reserve or receive (collectively referred to
         herein as "charge or collect"), any amount in the nature of interest or
         in the nature of a fee for the indebtedness which would in any way or
         event (including demand, prepayment, or acceleration) cause Lender to
         contract for, charge or collect more for the indebtedness than the
         maximum Lender would be permitted to charge or collect by any
         applicable federal or Texas state law. Any such excess interest or
         unauthorized fee will, instead of anything states to the contrary, be
         applied first to reduce the unpaid principal balance of the
         indebtedness, and when the principal has been paid in full, be refunded
         to Grantor.

         SEVERABILITY. If a court of competent jurisdiction finds any provision
         of this Agreement to be illegal, invalid, or unenforceable as to any
         circumstance, that finding shall not make the offending provision
         illegal, Invalid, or unenforceable as to any other circumstance. If
         feasible, the offending provision shall be considered modified so that
         it becomes legal, valid and enforceable. If the offending provision
         cannot be so modified, it shall be considered deleted from this
         Agreement. Unless otherwise required by law, the illegality,
         invalidity, or unenforceability of any provision of this Agreement
         shall not affect the legality, validity or enforceability of any other
         provision of this Agreement.

         SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this
         Agreement on transfer of Grantor's interest, this Agreement shall be
         binding upon and inure to the benefit of the parties, their successors
         and assigns. If ownership of the Collateral becomes vested in a person
         other than Grantor, Lender, without notice to Grantor, may deal with
         Grantor's successors with reference to this Agreement and the
         indebtedness be way of forbearance or extension without releasing
         Grantor from the obligations of this Agreement or liability under the
         indebledness.

         SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations,
         warranties, and agreements made by Grantor in this Agreement shall
         survive the execution and delivery of this Agreement, shall be
         continuing in nature, and shall remain in full force and effect until
         such time as Borrower's indebtedness shall be paid in full.

         TIME IS OF THE ESSENCE. Time is of the essence in the performance of
         this Agreement.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code:

         ACCOUNT. The word "Account" means the deposit account described in the
         "Collateral Description" section.

         AGREEMENT. The word "Agreement" means this Assignment of Deposit
         Account, as this Assignment of Deposit Account may be amended or
         modified from time to time, together with all exhibits and schedules
         attached to this Assignment of Deposit Account from time to time.

         BORROWER. The word "Borrower" means WESTECH CAPITAL CORP., and all
         other persons and entitles signing the Note in whatever capacity.

         COLLATERAL. The word "Collateral" means all of Grantor's right, title
         and interest in and to all the Collateral as described in the
         Collateral Description section of this Agreement.

         DEFAULT. The word "Default" means the Default set forth in this
         Agreement in the section titled "Default".

         EVENT OF DEFAULT. The words "Event of Default" mean any of the events
         of default set forth in this Agreement in the default section of this
         Agreement.

         GRANTOR. The word "Grantor" means Tejas Securities Group, Inc..

         GUARANTOR. The word "Guarantor" means any guarantor, surely, or
         accommodation party of any or all of the indebtedness.

         GUARANTY. The word "Guaranty" means the guaranty from Guarantor to
         Lender, including without limitation a guaranty of all of part of the
         Note.

         INDEBTEDNESS. The word "indebtedness" means the indebtedness evidenced
         by the Note or Related Documents, including all principal and interest
         together with all other indebtedness and costs and expenses for which
         Borrower is responsible under this Agreement or under any of the
         Related Documents.

         LENDER. The word "Lender" means First United Bank, its successors and
         assigns.

         NOTE. The word "Note" means the Note executed by WESTECH CAPITAL CORP.
         In the principal amount of $1,150,100.00 dated March 15,2003, together
         with all renewals of, extensions of, modifications of, refinancing of,
         consolidations of, and substitutions for the note or credit agreement.

         PROPERTY. The word "Property" means all of Grantor's right, title and
         interest in and to all the Property as described in the "collateral
         Description" section of this Agreement.

         RELATED DOCUMENTS. The words "Related Documents" mean all promissory
         notes, credit agreements, loan agreements, environmental agreements,
         guaranties, security agreements, mortgages, deeds of trust, security
         deeds, collateral mortgages, and all other instruments, agreements and
         documents, whether now or hereafter existing, executed in connection
         with the indebtedness.

BORROWER AND GRANTOR HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
ASSIGNMENT OF DEPOSIT ACCOUNT AND AGREE TO ITS TERMS. THIS AGREEMENT IS DATED
MARCH 15,2003.

GRANTOR:

TEJAS SECURITIES GROUP, INC

BY: /s/ John Gorman
   -------------------------------------
   JOHN GORMAN, CHIEF EXECUTIVE OFFICER OF TEJAS
   SECURITIES GROUP, INC.

BORROWER:

WESTECH CAPITAL CORP,

BY: /s/ John Gorman
   -------------------------------------
   JOHN GARMAN CHAIRMAN & CEO OF WESTECH
   CAPITAL CORP.

<PAGE>

                CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL

<TABLE>
<CAPTION>
PRINCIPAL               LOAN DATE        MATURITY       LOAN NO         CALL / COLL     ACCOUNT         OFFICER RCB         INITIALS
<S>                     <C>             <C>             <C>             <C>             <C>             <C>                 <C>
$1,150,100.00           3/15/2003       3/15/2004       656139          4A /31
</TABLE>

  References I the shared area are for Lender's USE only and do not limit the
         applicability of this document to any particular loan or Item.

 Any Item above containing " * * * " has been omitted due to text length
                                  limitations.

<TABLE>
<S>               <C>                                                  <C>              <C>
CORPORATION:      WESTECH CAPITAL CORP. (TIN: 13-3577716)              LENDER:          FIRST UNITED BANK
                  2700 VIA FORTUNA SUITE 400                                            LUBBOCK SOUTHWEST BRANCH
                  AUSTIN, TX 78746                                                      6604 FRANKLORD
                                                                                        LUBBOCK, TX 79424
</TABLE>

I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is
WESTECH CAPITAL CORP. ("Corporation"). The Corporation is a corporation for
profit which is, and at all times shall be, duly organized, validly existing,
and in good standing under and by virtue of the laws of the State of New York.
The Corporation is duly authorized to transact business in all other States in
which the Corporation is doing business, having obtained all necessary fillings,
governmental licenses and approvals for each state in which the Corporation is
doing business. Specifically, the Corporation is, and at all times shall be,
duly qualified as a foreign corporation in all states in which the failure to so
qualify would have a material adverse effect on its business or financial
condition. The Corporation has the full power and authority to own its
properties and to transact the business in which it is presently engaged or
presently proposes to engage. The Corporation maintains its principal office at
2700 VIA FORTUNA SUITE 400, AUSTIN, TX 78746. Unless the Corporation has
designated otherwise in writing, this is the principal office at which the
Corporation keeps its books and records. The Corporation will notify Lender
prior to any change in the location of the Corporation's state of organization
or any change in the Corporation's name. The Corporation shall do all things
necessary to preserve and to keep in full force and effect its existence, rights
and privileges, and shall comply with all regulations, rules, ordinances,
statutes, orders and decrees of any governmental or quasi-governmental authority
or court applicable to the Corporation and the Corporation's business
activities.

RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the
Corporation is a close corporation having no Board of Directors then at a
meeting of the Corporation's shareholders, duly called and held on MARCH 13,
2002, at which a quorum was present and voting, or by other duly authorized
action in lieu of a meeting, the resolutions set forth in this Resolution were
adopted.

OFFICER. The following named person is an officer of WESTECH CAPITAL CORP.:

<TABLE>
<CAPTION>
   NAMES           TITLES           AUTHORIZED      ACTUAL SIGNATURE
   -----           ------           ----------      ----------------
<S>            <C>                  <C>             <C>
JOHN GORMAN    CHAIRMAN & CEO           Y           X /s/[ILLEGIBLE]
                                                      --------------
</TABLE>

ACTIONS AUTHORIZED. The authorized person listed above may enter into any
agreements of any nature with Lender, and those agreements will bind the
Corporation. Specifically, but without limitation, the authorized person is
authorized, empowered, and directed to do the following for and on behalf of the
Corporation:

         BORROW MONEY. To borrow, as a cosigner or otherwise, from time to time
         from Lender, on such terms as may be agreed upon between the
         Corporation and Lender, such sum or sums of money as in his or her
         judgment should be borrowed, without limitation.

         EXECUTE NOTES. To execute and deliver to Lender the promissory note or
         notes, or other evidence of the Corporation's credit accommodations, on
         Lender's forms, at such rates of interest and on such terms as may be
         agreed upon, evidencing the sums of money so borrowed or any of the
         Corporation's indebtedness to Lender, and also to execute and deliver
         to Lender one or more renewals, extensions, modifications,
         refinancings, consolidations, or substitutions for one more of the
         notes, any portion of the notes, or any other evidence of credit
         accommodations.

         GRANT SECURITY. To mortgage, pledge, transfer, endorse, hypothecate, or
         otherwise encumber and deliver to Lender and property now or hereafter
         belonging to the Corporation or in which the Corporation now or
         hereafter may have an interest, including without limitation all real
         property and all personal property (tangible or intangible) of the
         Corporation, as security for the payment of any loans or credit
         accommodations 50 obtained, any promissory notes so executed (including
         any amendments to or modifications, renewals, and extensions of such
         promissory notes), or any other or further indebtedness of the
         Corporation to Lender at any time owing, however the same may be
         evidenced. Such property may be mortgaged, pledged, transferred,
         endorsed, hypothecated or encumbered at the time such loans are
         obtained or such indebtedness is incurred, or at any other time or
         times, and may be either in addition to or in lieu of any property
         therefore mortgaged, pledged, transferred, endorsed, hypothecated or
         encumbered.

         EXECUTE SECURITY DOCUMENTS. To execute and deliver to Lender the forms
         or mortgage, deed of trust, pledge the agreement, hypothecation
         agreement, and other security agreements and financing statements which
         Lender may require and which shall evidence the terms and conditions
         under and pursuant to which such liens and encumbrances, or any of
         them, are given; and also to execute and deliver to Lender any other
         written instruments, any chattel paper, or any other collateral, of any
         kind of nature, which Lender may deem necessary or proper in connection
         with or pertaining to the giving of the liens and encumbrances.

         NEGOTIATE ITEMS. To draw, endorse, and discount with Lender and drafts,
         trade acceptances, promissory notes, or other evidences of indebtedness
         payable to or belonging to the Corporation or in which the Corporation
         may have an interest, and either to receive cash for the same or to
         cause such proceeds to be credited to the Corporation's account with
         Lender, or to cause such other disposition of the proceeds derived
         therefrom as he or she may deem advisable.

         FURTHER ACTS. In the case of lines of credit, to designated additional
         or alternate individuals as being authorized to request advances under
         such lines, and in all cases, to do and perform such other acts and
         things, to pay any and all fees and costs, and to execute and deliver
         such other documents and agreements as the officer may in his or her
         discretion deem reasonably necessary or proper in order to carry into
         effect the provisions of this Resolution.

ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or
fillings required by law relating to all assumed business names used by the
Corporation. Excluding the name of the Corporation, the following is a complete
list of all assumed business names under which the Corporation does business:
NONE.

NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (A) change in the Corporation's name; (B) change
in the Corporation's assumed business names; (C) change in the management of the
Corporation; (D) change in the authorized signer(s); (E) change in the
Corporation's principal office address; (F) change in the Corporation's state of
organization: (G) conversion of the Corporation to a new or different type of
business entity; or (H) change in any other aspect of the Corporation that
directly or indirectly relates to any agreements between the Corporation and
Lender. No change in the Corporation's name or state of organization will take
effect until after Lender has received notice.

CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officer named above is
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupies the position set opposite his or her respective name. This
Resolution now stands of record on the books of the Corporation, is in full
force and effect, and has not been modified or revoked in any manner whatsoever.

NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal
is affixed to this Resolution.

CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and
performed prior to the passage of this Resolution are hereby ratified and
approved. This Resolution shall be continuing, shall remain in full force and
effect and Lender may rely on it until written notice of its revocation shall
have been delivered to Lender and receipt acknowledged by Lender in writing at
Lender's address shown above (or such addresses as Lender may designate from
time to time). Any such notice shall not affect any of the Corporation's
agreements or commitments in effect at the time notice is given.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND ATTEST THAT THE SIGNATURE
SET OPPOSITE THE NAME LISTED ABOVE IS HIS OR HER GENUINE SIGNATURE.

I HAVE READ ALL THE PROVISIONS OF THIS RESOLUTION, AND I PERSONALLY AND ON
BEHALF OF THE CORPORATION CERTIFY THAT ALL STATEMENTS AND REPRESENTATIONS MADE
IN THIS RESOLUTION ARE TRUE AND CORRECT. THIS CORPORATE RESOLUTION TO BORROW /
GRANT COLLATERAL IS DATED MARCH 13, 2002.

                                    CERTIFIED TO AND ATTESTED BY:

                                    /s/ KURT. I. RECHNER
                                    --------------------------------------------
                                    KURT. I. RECHNER SECRETARY

<PAGE>

              CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL
LOAN NO: 656139                    (CONTINUED)                            PAGE 2

NOTE: If the officer signing this Resolution is designated by the foregoing
document as one of the officers authorized to act on the Corporation's behalf,
it is advisable to have this Resolution signed by at least one non-authorized
officer of the Corporation.