<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                                                   EXHIBIT 10.11

[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>
$2,500,000,00    02-17-2004   02-15-2007     656932         4A / 20                    RCB

</TABLE>

Reference 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 [ILLEGIBLE] has been omitted due to text length limitations.

<TABLE>
<S>                                                      <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
</TABLE>

<TABLE>
<S>                                     <C>                         <C>
PRINCIPAL AMOUNT: $2,500,000.00         INITIAL RATE: 6.000%        DATE OF NOTE: FEBRUARY 17, 2004
</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 TWO MILLION FIVE HUNDRED THOUSAND & 00/100
DOLLARS ($2,500,000.00), TOGETHER WITH INTEREST ON THE UNPAID PRINCIPAL BALANCE
FROM FEBRUARY 17, 2004, UNTIL MATURITY.

PAYMENT. SUBJECT TO ANY PAYMENT CHANGES RESULTING FROM CHANGES IN THE INDEX,
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 THE LOAN IN 35
PRINCIPAL PAYMENTS OF $70,000.00 EACH AND ONE FINAL PRINCIPAL AND INTEREST
PAYMENT OF $50,258.33. BORROWER'S FIRST PRINCIPAL PAYMENT IS DUE MARCH 15, 2004,
AND ALL SUBSEQUENT PRINCIPAL PAYMENTS ARE DUE ON THE SAME DAY OF EACH MONTH
AFTER THAT. IN ADDITION, BORROWER WILL PAY REGULAR MONTHLY PAYMENTS OF ALL
ACCRUED UNPAID INTEREST DUE AS OF EACH PAYMENT DATE, BEGINNING MARCH 15,
2004, WITH ALL SUBSEQUENT INTEREST PAYMENTS TO BE DUE ON THE SAME DAY OF EACH
MONTH AFTER THAT. BORROWER'S FINAL PAYMENT DUE FEBRUARY 15, 2007, WILL BE FOR
ALL PRINCIPAL AND ALL ACCRUED INTEREST NOT YET PAID. UNLESS OTHERWISE AGREED OR
REQUIRED BY APPLICABLE LAW, PAYMENTS WILL BE APPLIED FIRST TO ANY ACCRUED UNPAID
INTEREST; THEN TO PRINCIPAL; AND THEN TO ANY UNPAID COLLECTION COSTS. THE ANNUAL
INTEREST RATE FOR THIS NOTE IS COMPUTED ON A 365/360 BESIS 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 CLAM BESIS 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 DESIGNATED IN
WRITING.

VARIABLE INTEREST RATE. The Interest rate on this Note is subject to change from
time to time based on change in an independent index which is the Wall Street
Journal Prime rate (the "Index"). The Index is not necessarily the lowest rate
charged by Lender on its loans. If the Index becomes unavailable during the term
of this loan, Lender may designate a substitute Index after notice to Borrower.
Lender will tell Borrower the current Index rate upon Borrower's request. The
interest rate change will not occur more often than each Day. Borrower
understands that Lender may make loans based on other rates as well. THE INDEX
CURRENTLY IS 4.000% PER ANNUM. THE INTEREST RATE TO BE APPLIED PRIOR TO MATURITY
TO THE UNPAID PRINCIPAL BALANCE OF THIS NOTE WILL BE AT A RATE OF 2.000
PERCENTAGE POINTS OVER THE INDEX, ADJUSTED IF NECESSARY FOR ANY MINIMUM AND
MAXIMUM RATE LIMITATIONS DESCRIBED BELOW, RESULTING IN AN INITIAL RATE OF 6.000%
PER ANNUM. NOTWITHSTANDING THE FOREGOING, THE VARIABLE INTEREST RATE OR RATES
PROVIDED FOR IN THIS NOTE WILL BE SUBJECT TO THE FOLLOWING MINIMUM AND MAXIMUM
RATES. NOTICE: Under no circumstances will the Interest rate on this Note be
lees than 6.000% per annum or more than the maximum rate allowed by applicable
law. For purposes of this Note, the "maximum rate allowed by applicable law"
means the greater of (A) the maximum ratio of interest permitted under federal
or other law applicable to the Indebtedness evidenced by this Note, or (B) the
"Weekly Celling" as referred to In Sections 303.002 and 303.003 of the Texas
Finance Code.

PREPAYMENT. Borrower agrees that all loan 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 forgoing, 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
over 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 and may result in Borrower's making fewer
payments. 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 Lander. All
written communications concerning disputed amounts, including any check or other
payment Instrument that indicates that the payment constitutes "payment In full"
of 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 Northwest Branch, P.O. Box 16500 Lubbock, TX 79490.

INTEREST AFTER DEFAULT. Upon default, Including failure to pay upon final
maturity, the total sum due under this Note will bear Interest from the date of
acceleration or maturity at the variable interest rate on this Note. The
Interest rate will not exceed the maximum rate permitted by applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Dafault") 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 of 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 of 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 assumes
         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 or
         failure to satisfy Lender's requirement in the Insufficient Market
         Value of Securities. section is curable, it may be cured (and no event
         of default will have occurred) if Borrower, after receding written
         notice from Under 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 stops which Lender dooms in
         Lender's sole discretion to be sufficient to cure the default and
         therefore

<PAGE>

                                 PROMISSORY NOTE
LOAN NO; 656932                    (CONTINUED)                            PAGE 2

         continues and completes all reasonable and necessary steps sufficient
to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, under 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.

ATTORNEYS' 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 lion 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 TAXES. THIS NOTE HAS
BEEN ACCEPTED BY LENDER IN THE STATE OF TAXES.

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.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of set off in all Borrower's accounts with Lender (whether chocking
savings, or some other account). This includes 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 set off would be prohibited by law. Borrower 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.

COLLATERAL. Borrower acknowledges this Note is secured by 100% of the
outstanding stock in Tejas Securities Group, Inc. a Texas Corporation; A
Commercial Pledge Agreement between First United Bank and Westech Capital Corp.
dated February 17, 2004 and A Commercial Security Agreement between First United
Bank and Westech Capital Corp. dated February 17, 2004.

PURPOSE OF LOAN. Renew note #666932 ($405,050) and provide working capital to
expand government desk.

CROSS COLLATERALIZATION. In addition to this note, this Agreement secures all
amounts that I may owe to Lender, whether owed now or later. This means that
every loan I have now or obtain later with Lender is secured by this Agreement.
This Agreement also secures all other amounts and obligations that I may owe to
Lender (such as an overdraft checking account). This provision does not apply to
loans secured by the borrower's principal dwelling.

RENEWAL AND EXTENSION. This Note is given in renewal and extension and not in
novation of the following described indebtedness: Renewal of note #656504.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors 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(los) should be sent to as 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 preclude Lender's right to
declare payment of this Note on its demand. If any part of this Note cannot be
enforced, this fact will not 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 detention 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 evidenced by this Note until payment in
full so that the rate or amount of interest on account of the loan evidenced
hereby does not exceed the applicable usury coiling. 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 presentment, 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, fail 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, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. 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 & OF WESTECH
    CAPITAL CORP.
<PAGE>

                                  [FIRST LOGO]

                          COMMERCIAL SECURITY AGREEMENT

<TABLE>
<CAPTION>
  Principal         Loan Date      Maturity         Loan No        Call / Coll                   Officer
$2,500,000,00       02-17-2004    02-15-2007         656932          4A / 20        Account        RCB     Initials
-------------------------------------------------------------------------------------------------------------------
<S>                 <C>           <C>               <C>            <C>              <C>          <C>       <C>
</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>
BORROWER: WESTECH CAPITAL CORP. (TIN: 13-3677716)         LENDER: FIRST UNITED BANK
          2700 VIA FORTUNA, SUITE 400                             LUBBOCK SOUTHWEST BRANCH
          AUSTIN, TX 78746                                        6604 FRANKFORD
                                                                  LUBBOCK, TX 79424

GRANTOR:  WESTECH CAPITAL CORP. (TIN: 13-3577716)
          TEJAS SECURITIES GROUP HOLDING COMPANY
          2700 VIA FORTUNA, SUITE 400
          AUSTIN, TX 78746
</TABLE>

THIS COMMERCIAL SECURITY AGREEMENT DATED FEBRUARY 17, 2004, IS MADE AND EXECUTED
AMONG WESTECH CAPITAL CORP, AND TEJAS SECURITIES GROUP HOLDING COMPANY
("GRANTOR"); WESTECH CAPITAL CORP, ("BORROWER"); AND FIRST UNITED BANK
("LENDER").

GRANT OF SECURITY INTEREST. FOR VALUABLE CONSIDERATION. GRANTOR GRANTS TO LENDER
A SECURITY INTEREST IN THE COLLATERAL 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" as used in this Agreement means
the following described property, whether now owned or hereafter acquired,
whether now existing or hereafter arising, and wherever located, in which
Grantor is giving to Lender a security interest for the payment of the
Indebtedness and performance of all other obligations under the Note and this
Agreement:

     ALL ACCOUNTS; TOGETHER WITH THE FOLLOWING SPECIFICALLY DESCRIBED PROPERTY;
     4,808,666 SHARES OF TEJAS SECURITIES GROUP, INC., CERTIFICATE NUMBER 78 AND
     990,500 SHARES OF TEJAS SECURITIES GROUP, INC., CERTIFICATE NUMBER 100;
     WHETHER ANY OF THE FOREGOING IS OWNED NOW OR ACQUIRED LATER; ALL
     ACCESSIONS, ADDITIONS, REPLACEMENTS, AND SUBSTITUTIONS RELATING TO ANY OF
     THE FOREGOING; ALL RECORDS OF ANY KIND RELATING TO ANY OF THE FOREGOING;
     ALL PROCEEDS RELATING TO ANY OF THE FOREGOING (INCLUDING INSURANCE, GENERAL
     INTANGIBLES AND OTHER ACCOUNTS PROCEEDS).

In addition, the word "Collateral" also includes all the following, whether now
owned or hereafter acquired, whether now existing or hereafter arising, and
wherever located:

     (A) All accessions, attachments, accessories, replacements of and additions
     to any of the collateral described herein, whether added now or later.

     (B) All products and produce of any of the property described in this
     Collateral section.

     (C) All accounts, general intangibles, instruments, rents, monies,
     payments, and all other rights, arising out of a sale, lease, consignment
     or other disposition of any of the property described In this Collateral
     section.

     (D) All proceeds (including Insurance proceeds) from the sale, destruction,
     loss, or other disposition of any of the property described In this
     Collateral section, and sums due from a third party who has damaged or
     destroyed the Collateral or from that party's insurer, whether due to
     judgment, settlement or other process.

     (E) All records and data relating to any of the property described in this
     Collateral section, whether in the form of a Writing, photograph,
     microfilm, microfiche, or electronic media, together with all of Grantor's
     right, title, and interest in and to all computer software required to
     utilize, create, maintain, and process any such records or data on
     electronic media.

Despite any other provision of this Agreement, Lender is not granted, and will
not have, a non purchase money security Interest In household goods, to the
extent such a security interest would be prohibited by applicable law. In
addition, if because of the type of any Property, Lender is required to give a
notice of the right to cancel under Truth In Lending for the Indebtedness, than
Lender will not have a security interest in such Collateral unless and until
such a notice is given.

BORROWER'S WAIVERS AND RESPONSIBILITIES. Except us otherwise required under this
Agreement or by applicable law, (A) Borrower agrees that Lender need not toll
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 upon 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 fails 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
means 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 or 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 chocking,
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:

     PERFECTION OF SECURITY INTEREST. Grantor agrees to execute financing
     statements and to take whatever other actions are requested by Lender to
     perfect and continue Lender's security interest in the Collateral. Upon
     request of Lender, Grantor will deliver to Lender any and all of the
     documents evidencing or constituting the Collateral, and Grantor will note
     Lender's interest upon any and all chattel paper if not delivered to Lender
     for possession by Lender.

     NOTICES TO LENDER. Grantor 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 (1) change in Grantor's name; (2)
     change in Grantor's assumed business name(s); (3) change in the management
     of any Corporation Grantor; (4) change in the authorized singer(s); (5)
     change in Grantor's principal office address; (6) change in Grantor's state
     of organization; (7) conversion of Grantor to a new or different type of
     business entity; or (8) change in any other aspect of Grantor that directly
     or indirectly relates to any agreements between Grantor and Lender, No
     change in Grantor's name or state of organization will take effect until
     after Lender has received notice.

     NO VIOLATION. The execution and delivery of thin Agreement will not violate
     any law or agreement governing Grantor or to which Grantor is a party, and
     its certificate or articles of Incorporation and bylaws do not prohibit any
     term or condition of this Agreement.

     ENFORCEABILITY OF COLLATERAL. To the extent the Collateral consists of
     accounts, chattel paper, or general intangibles, as defined by the Uniform
     Commercial Code, the Collateral is enforceable in accordance with its
     terms, is genuine, and fully complies with all applicable laws and
     regulations concerning form, content and manner of preparation and
     execution, and all persons appearing to be obligated on the Collateral have
     authority and capacity to contract and are in fact obligated as they appear
     to be on the Collateral. At the time any Account

<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
LOAN NO: 656932                    (CONTINUED)                            PAGE 2

     becomes subject to a security interest in favor of Lender, the Account
     shall be a good and valid account representing an undisputed, bona fide
     indebtedness incurred by the account debtor, for merchandise held subject
     to delivery instructions or previously shipped or delivered pursuant to a
     contract of sale, or for services previously performed by Grantor with or
     for the account debtor. So long as this Agreement remains in effect,
     Grantor shall not, without Lender's prior written consent, compromise,
     settle, adjust, or extend payment under or with regard to any such
     Accounts. There shall be no setoffs or counterclaims against any of the
     Collateral, and no agreement shall have been made under which any
     deductions or discounts may be claimed concerning the Collateral except
     those disclosed to Lender in writing.

     LOCATION OF THE COLLATERAL. Except in the ordinary course of Grantor's
     business, Grantor agrees to keep the Collateral (or to the extent the
     Collateral consists of intangible property such as accounts or general
     intangibles, the records concerning the Collateral) at Grantor's address
     shown above or at such other locations as are acceptable to Lender. Upon
     Lender's request, Grantor will deliver to Lender in form satisfactory to
     Lender a schedule of real properties and Collateral locations relating to
     Grantor's operations, including without limitation the following: (1) all
     real property Grantor owns or in purchasing; (2) all real property Grantor
     is renting or leasing; (3| all storage facilities Granter owns, rents,
     leases, or uses; and (4) all other properties where Collateral is or may be
     located.

     REMOVAL OF THE COLLATERAL. Except in the ordinary course of Grantor's
     business, Grantor shall not remove the Collateral from its existing
     location without Lender's prior written consent. Grantor shall, whenever
     requested, advise Lender of the exact location of the Collateral.

     TRANSACTIONS INVOLVING COLLATERAL. Except for inventory sold or accounts
     collected in the ordinary course of Grantor's business, or as otherwise
     provided for in this Agreement, Grantor shall not sell, offer to sell, or
     otherwise transfer or dispose of the Collateral. Grantor shall not pledge,
     mortgage, encumber or otherwise permit the Collateral to be subject to any
     lien, security interest, encumbrance, or charge, other than the security
     interest provided for in this Agreement, without the prior written consent
     of Lender. This includes security interests even if junior in right to the
     security interests granted under this Agreement. Unless waived by Lender,
     all proceeds from any disposition of the Collateral (for whatever reason)
     shall be held in trust for Lender and shall not be commingled with any
     other funds; provided however, this requirement shall not constitute
     consent by Lender to any sale or other disposition. Upon receipt, Grantor
     shall immediately deliver any such proceeds to Lender.

     TITLE. Grantor represents and warrants to Lender that Grantor holds good
     and marketable title to the Collateral, free and clear of all liens and
     encumbrances except for the lien of this Agreement. No financing statement
     covering any of the Collateral is on file in any public office other than
     those which reflect the security interest created by this Agreement or to
     which Lender has specifically consented. Grantor shall defend Lender's
     rights in the Collateral against the claims and demands of all other
     persons.

     REPAIRS AND MAINTENANCE. Grantor agrees to keep and maintain, and to cause
     others to keep and maintain, the Collateral in good order, repair and
     condition at all times while this Agreement remains in effect. Grantor
     further agrees to pay when due all claims for work done on, or services
     rendered or material furnished in connection with the Collateral so that no
     lien or encumbrance may ever attach to or be filed against the Collateral.

     INSPECTION OF COLLATERAL. Lender and Lender's designated representatives
     and agents shall have the right at all reasonable times to examine and
     inspect the Collateral wherever located.

     TAXES, ASSESSMENTS AND LIENS. Grantor will pay when due all taxes,
     assessments and liens upon the Collateral, its use or operation, upon this
     Agreement, upon any promissory note or notes evidencing the indebtedness,
     or upon any of the other Related Documents, Grantor may withhold any such
     payment or may elect to contest any lien if Grantor is in good faith
     conducting an appropriate proceeding to contest the obligation to pay and
     so long as Lender's interest in the Collateral is not jeopardized in
     Lender's sole opinion. In any contest Grantor shall defend itself and
     Lender and shall satisfy any final adverse judgment before enforcement
     against the Collateral. Grantor (shall name Lender as an additional obligee
     under any surety bond furnished in the contest proceedings. Grantor further
     agrees to furnish Lender with evidence that such taxes, assessments, and
     governmental and other charges have been paid in full and in a timely
     manner. Grantor may withhold any such payment or may elect to contest any
     lien if Grantor is in good faith conducting an appropriate proceeding to
     contest the obligation to pay and so long as Lender's interest in the
     Collateral is not jeopardized.

     COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Grantor shall comply promptly
     with all laws, ordinances, rules and regulations of all governmental
     authorities, now or hereafter in effect, applicable to the ownership,
     production, disposition, or use of the Collateral, including all laws or
     regulations relating to the undue erosion of highly-erodible land or
     relating to the conversion of wetlands for the production of an
     agricultural product or commodity. Grantor may contest in good faith any
     such law, ordinance or regulation and withhold compliance during any
     proceeding, including appropriate appeals, so long as Lender's interest in
     the Collateral, in Lender's opinion, is not jeopardized.

     HAZARDOUS SUBSTANCES. Grantor represents and warrants that the Collateral
     never has been, and never will be so long as this Agreement remains a lien
     on the Collateral, used in violation of any Environmental Laws or for the
     generation, manufacture, storage, transportation, treatment, disposal,
     release or threatened release of any Hazardous Substance. The
     representations and warranties contained herein are based on Grantor's due
     diligence in investigating the Collateral for Hazardous Substances. Grantor
     hereby (1) releases and waives any future claims against Lender for
     indemnity or contribution in the event Grantor becomes liable for cleanup
     or other costs under any Environmental Laws, and (2) agrees to indemnify
     and hold harmless Lender against any and all claims and losses resulting
     from a breach of this provision of this Agreement. This obligation to
     indemnify shall survive the payment of the indebtedness and the
     satisfaction of this Agreement.

     MAINTENANCE OF CASUALTY INSURANCE. Grantor shall procure and maintain all
     risks insurance, including without limitation fire, theft and liability
     coverage together with such other insurance as Lender may require with
     respect to the Collateral, in form, amounts, coverage and basis reasonably
     acceptable to Lender. Grantor, upon request of Lender, will deliver to
     Lender from time to time the policies or certificates of insurance in form
     satisfactory to Lender, including stipulations that coverage will not be
     cancelled or diminished without at least ten (101 days' prior written
     notice to Lender and not including any disclaimer of the insurer's
     liability for failure to give such a notice. Each insurance policy also
     shall include an endorsement providing that coverage in favor of Lender
     will not be impaired in any way by any act, omission or default of Grantor
     or any other person. In connection with all policies covering assets in
     which Lander holds or Is offered a security interest, Grantor will provide
     Lender with such loss payable or other endorsements as Lender may require.
     If Grantor at any time fails to obtain or maintain any insurance as
     required under this Agreement, Lender may (but shall not be obligated to)
     obtain such insurance as Lender deems appropriate, including if Lender so
     chooses "single interest insurance," which will cover only Lender's
     Interest in the Collateral.

     APPLICATION OF INSURANCE PROCEEDS. Grantor shall promptly notify Lender of
     any loss or damage to the Collateral. Lender may make proof of loss if
     Grantor fails to do so within fifteen (15) days of the casualty. All
     proceeds of any insurance on the Collateral, including accrued proceeds
     thereon, shall be hold by Lender as part of the Collateral. If Lender
     consents to repair or replacement of the damaged or destroyed Collateral,
     Lender shall, upon satisfactory proof of expenditure, pay or reimburse
     Grantor from the proceeds for the reasonable cost of repair or restoration.
     If Lender does not consent to repair or replacement of the Collateral,
     Lender shall retain a sufficient amount of the proceeds to pay all of the
     indebtedness, and shall pay the balance, to Grantor. Any proceeds which
     have not been disbursed within six (6) months after their receipt and which
     Grantor has not committed to the repair or restoration of the Collateral
     shall be used to prepay the indebtedness.

     INSURANCE RESERVES. Lender may require Grantor to maintain with Lender
     reserves for payment of insurance premiums, which reserves shall be created
     by monthly payments from Grantor of a sum estimated by Lender to be
     sufficient to produce, at least fifteen (15) days before the premium due
     date, amounts at least equal to the insurance premiums to be paid. If
     fifteen (15) days before payment is due, the reserve funds are
     insufficient, Grantor shall upon demand pay any deficiency to Lender. The
     reserve funds shall be held by Lender as a general deposit and shall
     constitute a non-interest-bearing account which Lender may satisfy by
     payment of the insurance premiums required to be paid by Grantor as they
     become due. Lender does not hold the reserve funds in trust for Grantor,
     and Lender is not the agent of Grantor for payment of the insurance
     premiums required to be paid by Grantor. The responsibility for the payment
     of premiums shall remain Grantor's sole responsibility.

     INSURANCE REPORTS. Grantor, upon request of Lender, shall furnish to Lender
     reports on each existing policy of insurance showing such information as
     Lender may reasonably request including the following: (1) the name of the
     insurer; (2) the risks insured; (3) the amount of the policy; (4) the
     property insured; (5) the then current value on the basis of which
     insurance has been obtained and the manner of determining that value; and
     (6) the expiration date of the policy. In addition, Grantor shall upon
     request by Lender (however not more often than annually) have an
     independent appraiser satisfactory to Lender determine, as applicable, the
     cash value or replacement cost of the Collateral.

     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 filing
     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 title 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.

GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except
as otherwise provided below with respect to
<PAGE>

                          COMMERCIAL SECURITY AGREEMENT

LOAN NO: 656932                   (CONTINUED)                             PAGE 3

accounts, Grantor may have possession of the tangible personal property and
beneficial use of all the Collateral and may use it in any lawful manner not
inconsistent with this Agreement or the Related Documents, provided that
Grantor's right to possession and beneficial use shall not apply to any
Collateral where possession of the Collateral by Lender is required by law to
perfect Lender's security interest in such Collateral. Until otherwise notified
by Lender, Grantor may collect any of the Collateral consisting of accounts. At
any time and even though no Event of Default exists, Lender may exercise its
rights to collect the accounts and to notify account debtors to make payments
directly to Lender for application to the indebtedness, if Lender at any time
has possession of any Collateral, whether before or after an Event of Default,
Lender shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral if Lender takes such action for that purpose as
Grantor shall request or as Lender, In Lender's sole discretion, shall deem
appropriate under the circumstances, but failure to honor any request by Grantor
shall not of itself be deemed to be a failure to exercise reasonable care.
Lender shall not be required to take any steps necessary to preserve any rights
in the Collateral against prior parties, nor to protect, preserve or maintain
any security interest given to secure the Indebtedness.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Grantor fails 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 Grantors 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 levied 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.

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 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 if 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 ALLOCATING 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. If an Event of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the Taxes Uniform Commercial Code. In addition and without
limitation, Lender may exercise any ones or more of the following rights and
remedies:

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

     ASSEMBLE COLLATERAL. Lender may require Grantor to deliver to Lender all or
     any portion of the Collateral and any and all certificates of title and
     other documents relating to the Collateral. Lender may require Grantor to
     assemble the Collateral and make it available to Lender at a place to be
     designated by Lender. Lender also shall have full power to enter, provided
     Lender does so without a breach of the peace or a trespass, upon the
     property of Grantor to take possession of and remove the Collateral. If the
     Collateral contains other goods not covered by this Agreement at the time
     of repossession, Grantor agrees Lender may take such other goods, provided
     that Lender makes reasonable efforts to return them to Grantor after
     repossession.

     SELL THE COLLATERAL. Lender shall have full power to sell, lease, transfer,
     or otherwise deal with the Collateral or proceeds thereof In Lender's own
     name or that of Grantor. Lender may sell the Collateral at public auction
     or private sale. Unless the Collateral threatens to decline speedily in
     value or is of a type customarily sold on a recognized market, Lender will
     give Grantor, and other persons as required by law, reasonable notice of
     the time and place of any public sale, or the time after which any private
     sale or any other disposition of the Collateral is to be made. However, no
     notice need be provided at any person who, after Event of Default occurs,
     enters into and authenticates an agreement waiving that person's right to
     notification of sale. The requirements of reasonable notice shall be met if
     such notice is given at least ten (10) days before the time of the sale or
     disposition. All expenses relating to the disposition of the Collateral,
     Including without limitation the expenses of retaking, holding, insuring,
     preparing for sale and selling the Collateral, shall become a part of the
     Indebtedness secured by this Agreement and shall be payable on demand, with
     interest at the Note rate from date of expenditure until repaid.

     APPOINT RECEIVER. Lender shall have the right to have a receiver appointed
     to take possession of all or any part of the Collateral, with the power to
     protect and preserve the Collateral, to operate the Collateral preceding
     foreclosure or sale, and to collect the Rents from the Collateral and apply
     the proceeds, over and above the cost of the receivership, against the
     Indebtedness. The receiver may serve without bond if permitted by law.
     Lender's right to the appointment of a receiver shall exist whether or not
     the apparent value of the Collateral exceeds the Indebtedness by a
     substantial amount. Employment by Lender shall not disqualify a person from
     serving as a receiver.

     COLLECT REVENUES, APPLY ACCOUNTS. Lender, either itself or through a
     receiver, may collect the payments, rents, income, and revenues from the
     Collateral. Lender may at any time in Lender's discretion transfer any
     Collateral into Lender's own name or that of Lender's nominees and receive
     the payments, rents, income, and revenues therefrom and hold the same as
     security for the Indebtedness or apply it to payment of the Indebtedness in
     such order of preference as Lender may determine. Insofar as the Collateral
     consists of accounts, general Intangibles, insurance policies, instruments,
     chattel paper, chooses in action, or similar property, Lender may demand,
     collect, receipt for, settle, compromise, adjust, sue for, foreclose, or
     realize on the Collateral as Lender may determine, whether or not
     Indebtedness or Collateral is then due. For these purposes, Lender may, on
     behalf of and in the name of Grantor, receive, open and dispose of mail
     addressed to Grantor; change any address to which mail and payments are to
     be sent; and endorse notes, checks, drafts, money orders, documents of
     title, instruments and items pertaining to payment, shipment, or storage of
     any Collateral. To facilitate collection, Lender may notify account debtors
     and obligors on any Collateral to make payments directly to Lender.

     OBTAIN DEFICIENCY. If Lender chooses to sell any or all of the Collateral,
     Lender may obtain a Judgment against Borrower for any deficiency remaining
     on the Indebtedness due to Lender after application of all amounts resolved
     from the exercise of the rights provided in this Agreement. Borrower shall
     be liable for a deficiency even if the transaction described in this
     subsection is a sale of accounts or chattel paper.
<PAGE>

                          COMMERCIAL SECURITY AGREEMENT

LOAN NO: 656932                    (CONTINUED)                            PAGE 4

     OTHER RIGHTS AND REMEDIES. Lender shall have all the rights and remedies of
     a secured creditor under the provisions of the Uniform Commercial Code, as
     may be amended from time to time. In addition, Lender shall have and may
     exercise any or all other rights and remedies it may have available at law,
     in equity, or otherwise.

     ELECTION OF REMEDIES. Except as may be prohibited by applicable law, all of
     Lender's rights and remedies, whether evidenced by this Agreement, the
     Related Documents, or by any other writing, shall be cumulative and may be
     exorcised singularly or concurrently. Election by Lender to pursue any
     remady 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.

PURPOSE OF LOAN. Renow note #656932 ($405,050) and provide working capital to
expand government desk.

CROSS COLLATERALIZATION. In addition to this note, this Agreement secures all
amounts that I may owe to Lender, whether owed now or later. This means that
every loan I have now or obtain later with Lender is secured by this Agreement.
This Agreement also secures all other amounts and obligations that I may owe to
Lender (such as an overdraft checking account). This provision does not apply to
loans secured by the borrower's principal dwelling. .

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 expanses 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 HEADING. 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 County, 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 mean 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.

     NO 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
     Instance where such consent is required and in all cases such consent may
     be granted or withheld in the solo 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, if mailed,
     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 Grantor's irrevocable
     attorney-in-fact for the purpose of executing any documents necessary to
     perfect, amend, or to continue the security interest granted in this
     Agreement or to demand termination of filings of other secured parties.
     Lender may at any time, and without further authorization from Grantor,
     file a carbon, photographic or other reproduction of any financing
     statement or of this Agreement for use as a financing statement. Grantor
     will reimburse Lender for all expenses for the perfection and the
     continuation of the perfection of Lender's security interest in the
     Collateral.

     PAYMENT OF INTEREST AND FEES. Notwithstanding any other provision of this
     Agreement or any provision of any Related 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
     stated 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 person or
     circumstance, that finding shall not make the offending provision illegal,
     invalid, or unenforceable as to any other person or 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 by way of forbearance or
     extension without releasing Grantor from the obligations of this Agreement
     or Mobility under the Indebtedness.

     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.

     TIMES 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 a trade account, account receivable,
     other receivable, or other right to payment for goods sold or services
     rendered owing to Grantor or to a third party grantor acceptable to
     Lender).

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

     BORROWER. The word "Borrower" means WESTECH CAPITAL CORP. and includes all
     co-signers and co-makers signing the Note.

     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".
<PAGE>

                         COMMERCIAL SECURITY AGREEMENT
LOAN NO: 656932                 (CONTINUED)                               PAGE 5

         ENVIRONMENTAL LAWS. The words "Environmental laws" mean any and all
         state, federal and local statutes, regulations and ordinances relating
         to the protection of human health or the environment, including without
         limitation the Comprehensive Environmental Response, Compensation, and
         Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
         ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986,
         Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation
         Act, 49 U.S.C. Section 1801, et seq., THE Resource Conservation and
         Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable
         state or federal laws, rules, or regulations adopted pursuant thereto.

         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 WESTECH CAPITAL CORP. and Tejas
         Securities Group Holding Company.

         GUARANTOR. The word "Guarantor" means any guarantor, surety, 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 or part of the
         Note),

         HAZARDOUS SUBSTANCES. The words "Hazardous Substances" mean materials
         that, because of their quantity, concentration or physical, chemical or
         infectious characteristics, may cause or posa a present or potential
         hazard to human health or the environment when Improperly used,
         treated, stored, disposed of, generated, manufactured, transported or
         otherwise handled. The words "Hazardous Substances" are used in their
         very broadest sense and include without limitation any and all
         hazardous or toxic substances, materials or waste as defined by or
         listed under the Environmental Laws. The term "Hazardous Substances"
         also includes, without limitation, petroleum and petroleum by-products
         or any fraction thereof and asbestos.

         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 $2,500,000.00 dated February 17, 2004,
         together with all renewals of, extensions of, modifications of,
         refinancings 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
COMMERCIAL SECURITY AGREEMENT AND AGREE TO ITS TERMS. THIS AGREEMENT IS DATED
FEBRUARY 17, 2004.

GRANTOR:

WESTECH CAPITAL CORP.

By: /s/ John Gorman
   ---------------------------------
   John Gorman, Chairman & CEO of WESTECH
   CAPITAL CORP.

TEJAS SECURITIES GROUP HOLDING COMPANY

By: /s/ John Gorman
   ----------------------------------
   John Gorman, Chairman and CEO of Tejas Securities
   Group Holding Company

BORROWER:

WESTECH CAPITAL CORP.

By: /s/ John Gorman
   ----------------------------------
   John Gorman, Chairman & CEO OF WESTECH
   CAPITAL CORP.

<PAGE>

                             BUSINESS LOAN AGREEMENT

<TABLE>
<CAPTION>
  Principal           Loan Date        Maturity    Loan No.      Call/Coll     Account      Officer     Initials
<S>                  <C>               <C>         <C>           <C>           <C>          <C>         <C>
$2,500,000.00        02-17-2004       02-15-2007   656932         4A/20                       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>
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
</TABLE>

THIS BUSINESS LOAN AGREEMENT DATED FEBRUARY 17, 2004, IS MADE AND EXECUTED
BETWEEN WESTECH CAPITAL CORP. ("BORROWER") AND FIRST UNITED BANK ("LENDER") ON
THE FOLLOWING TERMS AND CONDITIONS. BORROWER HAS RECEIVED PRIOR COMMERCIAL LOANS
FROM LENDER OR HAS APPLIED TO LENDER FOR A COMMERCIAL LOAN OR LOANS OR OTHER
FINANCIAL ACCOMMODATIONS, INCLUDING THOSE WHICH MAY BE DESCRIBED ON ANY EXHIBIT
OR SCHEDULE ATTACHED TO THIS AGREEMENT ("LOAN"). BORROWER UNDERSTANDS AND AGREES
THAT: (A) IN GRANTING, RENEWING, OR EXTENDING ANY LOAN, LENDER IS RELYING UPON
BORROWER'S REPRESENTATIONS, WARRANTIES, AND AGREEMENTS AS SET FORTH IN THIS
AGREEMENT; (B) THE GRANTING, RENEWING, OR EXTENDING OF ANY LOAN BY LENDER AT ALL
TIMES SHALL BE SUBJECT TO LENDER'S SOLE JUDGMENT AND DISCRETION; AND (C) ALL
SUCH LOANS SHALL BE AND REMAIN SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT.

TERM. This Agreement shall be effective as of February 17, 2004, and shall
continue in full force and effect until such time as all of Borrower's Loans in
favor of Lender have been paid in full, including principal, interest, costs,
expenses, attorneys' fees, and other fees and charges, or until February 15,
2007.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the Initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.

         LOAN DOCUMENTS. Borrower shall provide to Lender the following
         documents for the Loan: (1) the Note; (2) Security Agreements granting
         to Lender security Interests in the Collateral; (3) financing
         statements and all other documents perfecting Lender's Security
         Interests; (4) evidence of insurance as required below; (5) guaranties;
         (6) together with all such Related Documents as Lender may require for
         the Loan; all in form and substance satisfactory to Lender and Lender's
         counsel.

         BORROWER'S AUTHORIZATION. Borrower shall have provided in form and
         substance satisfactory to Lender properly certified resolutions, duly
         authorizing the execution and delivery of this Agreement, the Note and
         the Related Documents. In addition, Borrower shall have provided such
         other resolutions, authorizations, documents and instruments as Lender
         or its counsel, may require.

         PAYMENT OF FEES AND EXPENSES. Borrower shall have paid to Lender all
         fees, charges, and other expenses which are then due and payable as
         specified in this Agreement or any Related Document.


         REPRESENTATIONS AND WARRANTIES. The representations and warranties set
         forth in this Agreement, in the Related Documents, and in any document
         or certificate delivered to Lender under this Agreement are true and
         correct.

         NO EVENT OF DEFAULT. There shall not exist at the time of any Advance a
         condition which would constitute an Event of Default under this
         Agreement or under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the data of this Agreement, as of the data of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

         ORGANIZATION. Borrower 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. Borrower is
         duly authorized to transact business in the State of Texas and all
         other states in which Borrower is doing business, having obtained all
         necessary filings, governmental licenses and approvals for each state
         in which Borrower is doing business. Specifically, Borrower 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. Borrower 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.
         Borrower maintains an office at 2700 VIA FORTUNA, SUITE 400, AUSTIN, TX
         78746. Unless Borrower has designated otherwise in writing, the
         principal office is the office at which Borrower keeps its books and
         records including its records concerning the Collateral. Borrower will
         notify Lender prior to any change in the location of Borrower's state
         of organization or any change in Borrower's name. Borrower 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
         Borrower and Borrower's business activities.

         ASSUMED BUSINESS NAMES. Borrower has filed or recorded all documents of
         filings required by law relating to all assumed business names used by
         Borrower. Excluding the name of Borrower, the following is a complete
         list of all assumed business names under which Borrower [ILLEGIBLE]
         business: NONE.

         AUTHORIZATION. Borrower's execution, delivery, and performance of this
         Agreement and all the Related Documents have been duly authorized by
         all necessary action by Borrower and do not conflict with, result in a
         violation of, or constitute a default under (1) any provision of (a)
         Borrower's articles of Incorporation or organization, or bylaws, or (b)
         any agreement or other instrument binding upon Borrower or (2) any law,
         governmental regulation, court decree, or order applicable to Borrower
         or to Borrower's properties.

         FINANCIAL INFORMATION. Each of Borrower's financial statements supplied
         to Lender truly and completely disclosed Borrower's financial condition
         as of the date of the statement, and there has been no material adverse
         change in Borrower's financial condition subsequent to the date of the
         most recent financial statement supplied to Lender. Borrower has no
         material contingent obligations except as disclosed in such financial
         statements.

         LEGAL EFFECT. This Agreement constitutes, and any instrument or
         agreement Borrower is required to give under this Agreement when
         delivered will constitute legal, valid, and binding obligations of
         Borrower enforceable against Borrower in accordance with their
         respective terms.

         PROPERTIES. Except as contemplated by this Agreement or as previously
         disclosed in Borrower's financial statements or in writing to Lender
         and as accepted by Lender, and except for property tax liens for taxes
         not presently due and payable, Borrower owns and has good title to all
         of Borrower's properties free and clear of all Security Interests, and
         has not executed any security documents or financing statements
         relating to such properties. All of Borrower's properties are titled in
         Borrower's legal name, and Borrower has not used or filed a financing
         statement under any other name for at least the last five (5) years.

         HAZARDOUS SUBSTANCES. Except as disclosed to and acknowledged by Lender
         in writing, Borrower represents and warrants that: (1) During the
         period of Borrower's ownership of Borrower's Collateral, there has been
         no use, generation, manufacture, storage, treatment, disposal, release
         or threatened release of any Hazardous Substance by any person on,
         under, about or from any of the Collateral. (2) Borrower has no
         knowledge of, or reason to believe that there has been (a) any breach
         or violation of any Environmental Laws; (b) any use, generation,
         manufacture, storage, treatment, disposal, release or threatened
         release of any Hazardous Substance on, under, about or from the
         Collateral by any prior owners or occupants of any of the Collateral;
         or (c) any actual or threatened litigation or claims of any kind by any
         person relating to such matters. (3) Neither Borrower nor any tenant,
         contractor, agent or other authorized user of any of the Collateral
         shall use, generate, manufacture, store, treat, dispose of or release
         any Hazardous Substance on, under, about or from any of the Collateral;
         and any such activity shall be conducted in compliance with all
         applicable federal, state, and local laws, regulations, and ordinances,
         Including without limitation all Environmental Laws. Borrower
         authorizes Lender and its agents to enter upon the Collateral to make
         such inspections and tests as Lender may deem appropriate to determine
         compliances of the Collateral with this section of the Agreement. Any
         inspections or tests made by Lender shall be at Borrower's expense and
         for Lender's purposes only and shall not be construed in create any
         responsibility or liability on the part of Lender to Borrower or to any
         other person. The representations and warranties contained herein are
         based on Borrower's due diligence in investigating the Collateral for
         hazardous waste and Hazardous Substances. Borrower hereby (1) releases
         and waives any future claims against Lender for indemnity or
         contribution in the event Borrower becomes liable for cleanup or other
         costs under any such laws, and (2) agrees to indemnify and hold
         harmless Lender against any and all claims, losses, liabilities,
         damages, penalties, end expenses which Lender may directly or
         indirectly sustain or suffer resulting from a breach of this section of
         the Agreement or as a consequence of any use, generation, manufacture,
         STORAGE, DISPOSAL, release or threatened release of a hazardous waste
         or substance on the Collateral. The provisions of this section of the
         Agreement, including the obligation to indemnify, shall survive the
         payment of the Indebtedness and the termination, expiration or
         satisfaction of this Agreement and shall not be affected by Lender's
         acquisition of any Interest in any of the Collateral, whether by
         foreclosure or otherwise.

         LITIGATION AND CLAIMS. No litigation, claim, investigation,
         administrative proceeding or similar action (including those for unpaid
         taxes) against Borrower is pending or threatened, and no other event
         has occurred which may materially adversely affect Borrower's financial
         condition or properties, other than litigation, claims, or other
         events, if any, that have been disclosed to and acknowledged by Lender
         in
<PAGE>

                             BUSINESS LOAN AGREEMENT

LOAN NO: 656932                    (CONTINUED)                            PAGE 2

     writing.

     TAXES. To the bank of Borrower's knowledge, all of Borrower's tax returns
     and reports that are or were required to be filed, have been filed, and all
     taxes, assessments and other governmental charges have been paid in full,
     except those presently being or to be contested by Borrower in good faith
     in the ordinary course of business and for which adequate reserves have
     been provided.

     LIEN PRIORITY. Unless otherwise previously disclosed to Lender in writing,
     Borrower has not entered into or granted any Security Agreements, or
     permitted the filing or attachment of any Security Interests on or
     affecting any of the Collateral directly or indirectly securing repayment
     of Borrower's Loan and Note, that would be prior or that may in any way be
     superior to Lender's Security Interests and rights in and to such
     Collateral.

     BINDING EFFECT. This Agreement, the Note, all Security Agreements (if any),
     and all Related Documents are binding upon the signers thereof, as well as
     upon their successors, representatives and assigns, and are legally
     enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

     NOTICES OF CLAIMS AND LITIGATION. Promptly Inform Lender in writing of (1)
     all material adverse changes in Borrower's financial condition, and (2) all
     existing and all threatened litigation, claims, investigations,
     administrative proceedings or similar actions affecting Borrower or any
     Guarantor which could materially affect the financial condition of Borrower
     or the financial condition of any Guarantor.

     FINANCIAL RECORDS. Maintain its books and records in accordance with GAAP,
     applied on a consistent basis, and permit Lender to examine and audit
     Borrower's books and records at all reasonable times.

     FINANCIAL STATEMENTS, Furnish Lender with the following:

          ANNUAL STATEMENTS. As soon as available, but in no event later than
          ninety (90) days after the end of each fiscal year, Borrower's balance
          sheet and income statement for the year ended, audited by a certified
          public accountant satisfactory to Lender.

          INTERIM STATEMENTS. As soon as available, but in no event later than
          thirty (30) days after the end of each fiscal quarter, Borrower's
          balance sheet and profit and loss statement for the period ended,
          compiled by a certified public accountant satisfactory to Lender.

          ADDITIONAL REQUIREMENTS. Guarantor will provide annual balance sheet
          and tax return.

     All financial reports required to be provided under this Agreement shall be
     prepared in accordance with GAAP, applied on a consistent basis, and
     certified by Borrower as being true and correct.

     ADDITIONAL INFORMATION. Furnish such additional information and statements,
     as Lender may request from time to time.

     FINANCIAL COVENANTS AND RATIOS. Comply with the following covenants and
     ratios:

          TANGIBLE NET WORTH REQUIREMENTS. Maintain a minimum Tangible Net Worth
          of not less than; $2,600,000.00.

          OTHER REQUIREMENTS. Any debt payable to John Gorman and/or Tejas
          Securities will be subordinate to the debt to First United Bank.

          Except as provided above, all computations made to determine
          compliance with the requirements contained in this paragraph shall be
          made in accordance with generally accepted accounting principles,
          applied on a consistent basis, and certified by Borrower as being true
          and correct.

     INSURANCE. Maintain fire and other risk insurance, public liability
     insurance, and such other insurance as Lender may require with respect to
     Borrower's properties and operations, in form, amounts, and coverages
     reasonably acceptable to Lender and by insurance companies authorized to
     transact business in Texas. BORROWER MAY FURNISH THE INSURANCE REQUIRED BY
     THIS AGREEMENT WHETHER THROUGH EXISTING POLICIES OWNED OR CONTROLLED BY
     BORROWER OR THROUGH EQUIVALENT COVERAGE FROM ANY INSURANCE COMPANY
     AUTHORIZED TO TRANSACT BUSINESS IN TEXAS. Borrower, upon request of Lender,
     will deliver to Lender from time to time the policies or certificates of
     insurance in form satisfactory to Lender, including stipulations that
     coverages will not be cancelled or diminished without at least ten (10)
     days prior written notice to Lender. Each insurance policy also shall
     include on endorsement providing that coverage in favor of Lender will not
     be impaired in any way by any act, omission or default of Borrower or any
     other person. In connection with all policies covering assets in which
     Lender holds or is offered a security Interest for the Loans, Borrower will
     provide Lender with such lender's loss payable or other endorsements as
     Lender may require.

     INSURANCE REPORTS. Furnish to Lender, upon request of Lender, reports on
     each existing insurance policy showing such information as Lender may
     reasonably request, including without limitation the following: (1) the
     name of the insurer; (2) the risks Insured; (3) the amount of the policy;
     (4) the properties Insured; (5) the then currant property values on the
     basis of which Insurance has been obtained, and the manner of determining
     those values; and (6) the expiration date of the policy. In addition, upon
     request of Lender (however not more often than annually), Borrower will
     have an independent appraiser satisfactory to Lender determine, as
     applicable, the actual cash value or replacement cost of any Collateral.
     The cost of such appraisal shall be paid by Borrower.

     GUARANTIES. Prior to disbursement of any Loan proceeds, furnish executed
     guaranties of the loans in favor of Lender, executed by the guarantor named
     below, on Lender's forms, and in the amount and under the conditions set
     forth in those guaranties.

<TABLE>
<CAPTION>
NAME OF GUARANTOR                 AMOUNT
<S>                             <C>
JOHN GORMAN                     UNLIMITED
</TABLE>

     OTHER AGREEMENTS. Comply with all terms and conditions of all other
     agreements, whether now or hereafter existing, between Borrower and any
     other party and notify Lender immediately in writing of any default in
     connection with any other such agreements.

     LOAN PROCEEDS. Use all Loan proceeds solely for Borrower's business
     operations, unless specifically consented to the contrary by Lender in
     writing.

     TAXES, CHARGES AND LIENS. Pay and discharge when due all of its
     indebtedness and obligations, including without limitation all assessments,
     taxes, governmental charges, levies and liens, of every kind and nature,
     imposed upon Borrower or its properties, income, or profits, prior to the
     date on which penalties would attach, and all lawful claims that, if
     unpaid, might become a lien or charge upon any of Borrower's properties,
     income, or profits.

     PERFORMANCE. Perform and comply, in a timely manner, with all terms,
     conditions, and provisions set forth in this Agreement, in the Related
     Documents, and in all other instruments and agreements between Borrower and
     Lender. Borrower shall notify Lender immediately in writing of any default
     in connection with any agreement.

     OPERATIONS. Maintain executive and management personnel with substantially
     the same qualifications and experience as the present executive and
     management personnel; provide written notice to Lender of any change in
     executive and management personnel; conduct its business affairs in a
     reasonable and prudent manner.

     ENVIRONMENTAL STUDIES. Promptly conduct and complete, at Borrower's
     expense, all such investigations, studies, samplings and testings as may be
     requested by Lender or any governmental authority relative to any
     substance, or any waste or by-product of any substance defined as toxic or
     a hazardous substance under applicable federal, state, or local law, rule,
     regulation, order or directive, at or affecting any property or any
     facility owned, leased or used by Borrower.

     COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Comply with all laws,
     ordinances, and regulations, now or hereafter in effect, of all
     governmental authorities applicable to the conduct of Borrower's
     properties, businesses and operations, and to the use or occupancy of the
     Collateral, including without limitation, the Americans With Disabilities
     Act. Borrower may contest in good faith any such law, ordinance, or
     regulation and withhold compliance during any proceeding, including
     appropriate appeals, so long as Borrower has notified Lender in writing
     prior to doing so and so long as, in Lender's sole opinion, Lender's
     Interests in the Collateral are not jeopardized. Lender may require
     Borrower to post adequate security or a surety bond, reasonably
     satisfactory to Lender, to protect Lender's interest.

     INSPECTION. Permit employees or agents of Lender at any reasonable time to
     inspect any and all Collateral for the Loan or Loans and Borrower's other
     properties and to examine or audit Borrower's books, accounts, and records
     and to make copies and memoranda of Borrower's books, accounts, and
     records. If Borrower now or at any time hereafter maintains any records
     (including without limitation computer generated records and computer
     software programs for the generation of such records) in the possession of
     a third party, Borrower, upon request of Lender, shall notify such party to
     permit Lender free access to such records at all reasonable times and to
     provide Lender with copies of any records it may request, all at Borrower's
     expense.

     COMPLIANCE CERTIFICATES. Unless waived in writing by Lender, provide
     Lender at least annually, with a certificate executed by Borrower's chief
     financial officer, or other officer or person acceptable to Lender,
     certifying that the representations and warranties set forth in this
     Agreement are true and correct as of the date of the certificate and
     further certifying that, as of the date of the certificate, no Event of
     Default exists under this Agreement.

     ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall comply in all respects
     with any and all Environmental Laws; not cause or permit to
<PAGE>

                            BUSINESS LOAN AGREEMENT

LOAN NO: 656932                   (CONTINUED)                             PAGE 3

         exist, as a result of an Intentional or unintentional action or
         omission on Borrower's part or on the part of any third party, on
         property owned and/or occupied by Borrower, any environmental activity
         where damage may result to the environment, unless such environmental
         activity is pursuant to and In compliance with the conditions of a
         permit Issued by the appropriate federal, state or local governmental
         authorities; shall furnish to Lender promptly and in any event within
         thirty (30) days after receipt thereof a copy of any notice, summons,
         lien, citation, directive. letter or other communication from any
         governmental agency or instrumentality concerning any Intentional or
         unintentional action or omission on Borrower's part in connection with
         any environmental activity whether or not there Is damage to the
         environment and/or other natural resources.

         ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such
         promissory notes, mortgages, deeds of trust, security agreements,
         assignments, financing statements, instruments, documents and other
         agreements as Lender or its attorneys may reasonably request to
         EVIDENCE and secure the loans and to perfect all Security Interests,

     LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
     materially affect Lender's Interest in the Collateral or if Borrower fails
     to comply with any provision of this Agreement or any Related Documents,
     including but not limited to Borrower's failure to discharge or pay when
     due any amounts Borrower is required to discharge or pay under this
     Agreement or any Related Documents, Lender on Borrower's behalf may (but
     shall not be obligated to) take any action that Lender dooms appropriate,
     Including but not limited to discharging or paying all taxes, liens,
     security Interests, encumbrances and other claims, at any time levied or
     placed on any Collateral and paying all costs for insuring, maintaining and
     preserving any Collateral. All such expenditures paid by Lender for such
     purposes will than bear Interest at the Note rate from the data paid by
     Lender to the date of repayment by Borrower. 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 duo and payable at the Note's
     maturity.

     NEGATIVE COVENANTS, Borrower covenants and agrees with Lender that while
     this Agreement is In affect, Borrower shall not without the prior written
     consent of Lender:

         INDEBTEDNESS AND LIONS. (1) Except for trade debt incurred in the
         normal course of business and Indebtedness to Lender contemplated by
         this Agreement, create, incur or assume additional indebtedness for
         borrowed money, Including capital leases, in excess of the aggregate
         amount of $100,000.00, (2) sell, transfer, mortgage, assign, pledge,
         lease, grant a security Interest In, or encumber any of Borrower's
         assets (except as allowed as permitted Liens), or (3) self with
         recourse any of Borrower's accounts, except to Lender,

         CONTINUITY OF OPERATIONS. (1) Engage In any business activities
         substantially different than those in which Borrower is presently
         engaged, (2) cease operations, liquidate, merge, transfer, acquire or
         consolidate with any other entity, change its name, dissolve or
         transfer or sell Collateral out of the ordinary course of business, or
         (3) pay any dividends on Borrower's stock (other than dividends payable
         in its Block), provided, however that notwithstanding the foregoing,
         but only so long as no Event of Default has occurred and Is continuing
         or would result from the payment of dividends, if Borrower is a
         "Subchapter S Corporation" (as defined in the Internal Revenue Code of
         1986, as amended), Borrower may pay cash dividends on Its stock to its
         shareholders from time to time in amounts necessary to enable the
         shareholders to pay Income taxes and make estimated income tax payments
         to satisfy their liabilities under federal and state law which arise
         solely from their status as Shareholders of a Subchapter S Corporation
         because of their ownership of shares of Borrower's stock, or purchase
         or retire any of Borrower's outstanding shares or altar or amend
         Borrower's capital structure.

         LOANS, ACQUISITIONS AND GUARANTIES. (1) Loan, invest In or advance
         money or assets to any other person, enterprise or entity, (2)
         purchase, create or acquire any interest in any other enterprise or
         entity, or (3) incur any obligation as surety or guarantor other than
         In the ordinary course of business.

         AGREEMENTS. Borrower will not enter into any agreement containing any
         provisions which would be violated or breached by the performance of
         Borrower's obligations under this Agreement or in connection herewith.

     CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan
     to Borrower, whether under this Agreement or under any other agreement,
     Lender shall have no obligation to make Loan Advances or to disburse Loan
     proceeds If: (A) Borrower or any Guarantor is in default under the terms of
     this Agreement or any of the Related Documents or any other agreement that
     Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor
     dies, becomes incompetent or becomes Insolvent, files a petition in
     bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there
     occurs a material adverse change in Borrower's financial condition, In the
     financial condition of any Guarantor, or in the value of any Collateral
     securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts
     to limit, modify or revoke such Guarantor's guaranty of the Loan or any
     other loan with Lender; or (E) Lender in good faith deems itself insecure,
     even though no Event of Default shall have occurred.

     RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves
     a right of setoff in all Borrower's accounts with Lender (whether checking,
     savings, or some other account). This Includes 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 bo prohibited by low. Borrower 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.

     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
         Loan.

         OTHER DEFAULTS. Borrower fails to comply with or to perform any other
         term, obligation, covenant or condition contained in this Agreement or
         In any of tho 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 Lander by Borrower or on Borrower's behalf under this
         Agreement or the Related Documents is false or misleading in any
         material respect, other 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.

         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.

         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 tho Indebtedness or any Guarantor
         dies or becomes Incompetent, or revokes or disputes the validity of, or
         liability under, any Guaranty of the Indebtedness. 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 Lander, 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 the Loan is impaired.

         INSECURITY. Lender In good faith believes itself insecure,

         RIGHT TO CURE. If any default, other than a default on Indebtedness, is
         curable and if Borrower or Grantor, an the case may be, has not been
         given a notice of a similar default within the preceding twelve (12)
         months, it may be cured (end no Event of Default will have occurred) if
         Borrower or Grantor, as the case may bo, after receiving written notice
         from Lender demanding cure of such default; (1) cure the default within
         twenty (20) days; or (2) if the cure requires more than twenty (20)
         days, immediately initiate steps which Lender deems in lender's sole
         discretion to be sufficient to cure the default and thereafter continue
         and complete all reasonable and necessary Stops sufficient to produce
         compliance as soon as reasonably practical.

     EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except
     where otherwise provided in this Agreement or the Related Documents, all
     commitments and obligations of Lender under this Agreement or the Related
     Documents or any other agreement Immediately will terminate (Including any
     obligation to make further Loan Advances or disbursements), end, at
     Lender's option, all Indebtedness Immediately will become duo and payable,
     all without notice of any kind to Borrower, except that In the case of an
     Event of Default of the type described In the
<PAGE>

                             BUSINESS LOAN AGREEMENT
LOAN NO: 656932                    (CONTINUED)                            PAGE 4

"Insolvency" subsection above, such acceleration shall be automatic and not
optional, In addition, Lender shall have all the rights and remedies provided in
the Related Documents or available at law, In equity, or otherwise. Except as
may be prohibited by applicable law, all of Lender's rights and remedies 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
Borrower or of any Grantor shall not affect Lender's right to declare a default
and to exercise its rights and remedies.

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. Borrower 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 Borrower 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. Borrower 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.

         CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to Lender's
         sale or transfer, whether now or later, of one or more participation
         interests in the Loan to one or more purchasers, whether related or
         unrelated to Lender. Lender may provide, without any limitation
         whatsoever, to any one or more purchasers, or potential purchasers, any
         information or knowledge Lender may have about Borrower or about any
         other matter relating to the Loan, and Borrower hereby waives any
         rights to privacy Borrower may have with respect to such matters.
         Borrower additionally waives any and all notices of sale of
         participation interests, as well as all notices of any repurchase of
         such participation interests. Borrower also agrees that the purchasers
         of any such participation interests will be considered as the absolute
         owners of such interests in the Loan and will have all the rights
         granted under the participation agreement or agreements governing the
         sale of such participation interests. Borrower further waives all
         rights of offset or counterclaim that it may have now or later against
         Lender or against any purchaser of such a participation interest and
         unconditionally agrees that either Lender or such purchaser may enforce
         Borrower's obligation under the Loan irrespective of the failure or
         insolvency of any holder of any interest in the Loan. Borrower further
         agrees that the purchaser of any such participation interests may
         enforce its interests irrespective of any personal claims or defenses
         that Borrower may have against Lender.

         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 County, Borrower agrees
         upon Lender's request to submit to the jurisdiction of the courts of
         Lubbock County, State of Texas.

         NO 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 Borrower, or between Lender and any Grantor, shall
         constitute a waiver of any of Lender's rights or of any of Borrower's
         or any 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, if
         mailed, 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, Borrower agrees
         to keep Lender Informed at all times of Borrower's current address.
         Unless otherwise provided or required by law, if there is more than one
         Borrower, any notice given by Lender to any Borrower is deemed to be
         notice given to all Borrowers.

         PAYMENT OF INTEREST AND FEES. Notwithstanding any other provision of
         this Agreement or any provision of any Related Document, Borrower 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 Loan which would in any way or event
         (including demand, prepayment, or acceleration) cause Lender to
         contract for, charge or collect more for the Loan 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 stated to the contrary, be applied first
         to reduce the unpaid principal balance of the Loan, and when the
         principal has been paid in full, be refunded to Borrower.

         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.

         SUBSIDIARIES AND AFFILIATES OF BORROWER. To the extent the context of
         any provisions of this Agreement makes it appropriate, including
         without limitation any representation, warranty or covenant, the word
         "Borrower" as used in this Agreement shall include all of Borrower's
         subsidiaries and affiliates. Notwithstanding the foregoing however,
         under no circumstances shall this Agreement be construed to require
         Lender to make any Loan or other financial accommodation to any of
         Borrower's subsidiaries or affiliates.

         SUCCESSORS AND ASSIGNS. All covenants and agreements by or on behalf of
         Borrower contained in this Agreement or any Related Documents shall
         bind Borrower's successors and assigns and shall inure to the benefit
         of Lender and its successors and assigns. Borrower shall not, however,
         have the right to assign Borrower's rights under this Agreement or any
         interest therein, without the prior written consent of Lender.

         SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and
         agrees that in making the Loan, Lender is relying on all
         representations, warranties, and covenants made by Borrower in this
         Agreement or in any certificate or other instrument delivered by
         Borrower to Lender under this Agreement or the Related Documents,
         Borrower further agrees that regardless of any Investigation made by
         Lender, all such representations, warranties and covenants will survive
         the making of the Loan and delivery to Lender of the Related Documents,
         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, or until this Agreement shall be terminated in the manner
         provided above, whichever is the last to occur.

         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 this Uniform Commercial Code. Accounting
words and terms not otherwise defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting principles as
in effect on the date of this Agreement:

         ADVANCE. The word "Advance" means a disbursement of Loan funds made, or
         to be made, to Borrower or on Borrower's behalf on a line of credit or
         multiple advance basis under the terms and conditions of this
         Agreement.

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

         BORROWER. The word "Borrower" means WESTECH CAPITAL CORP. and Includes
         all co-signers and co-makers signing the Note.

         COLLATERAL. The word "Collateral" means all property and assets granted
         as collateral security for a Loan, whether real or personal property,
         whether granted directly or indirectly, whether granted now or in the
         future, and whether granted in the form of a security interest,
         mortgage, collateral mortgage, deed of trust, assignment, pledge, crop
         pledge, chattel mortgage, collateral chattel mortgage, chattel trust,
         factor's lien, equipment trust, conditional sale, trust receipt, lien,
         charge, lien or title retention contract, lease or consignment intended
         as a security device, or any other security or lien interest
         whatsoever, whether created by law, contract, or otherwise.

<PAGE>

                             BUSINESS LOAN AGREEMENT
LOAN NO: 656932                    (CONTINUED)                            PAGE 5

         ENVIRONMENTAL LAWS. The words "Environmental Laws" mean any and all
         state, federal and local statutes, regulations and ordinances relating
         to the protection of human health or the environment, including without
         limitation the Comprehensive Environmental Response, Compensation, and
         Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
         ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986,
         Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation
         Act, 49 U.S.C. Section 1601, et seq., the Resource Conservation and
         Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable
         state or federal laws, rules, or regulations adopted pursuant thereto.

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

         GAAP. The word "GAAP" means generally accepted accounting principles.

         GRANTOR. The word "Grantor" means each and all of the persons or
         entities granting a Security Interest In any Collateral for the Loan,
         including without limitation all Borrowers granting such a Security
         Interest.

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

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

         HAZARDOUS SUBSTANCES. The words "Hazardous Substances" mean materials
         that, because of their quantity, concentration or physical, chemical or
         infectious characteristics, may cause or pose a present or potential
         hazard to human health or the environment when Improperly used,
         treated, stored, disposed of, generated, manufactured, transported or
         otherwise handled. The words "Hazardous Substances" are used in their
         very broadest sense and include without limitation any and all
         hazardous or toxic substances, materials or waste as defined by or
         listed under the Environmental Laws. The term "Hazardous Substances"
         also Includes, without limitation, petroleum and petroleum by-products
         or any fraction thereof and asbestos.

         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 "Lander" means First United Bank, Its successors and
         assigns.

         LOAN. The word "Loan" means any and all loans and financial
         accommodations from Lender to Borrower whether now or hereafter
         existing, and however evidenced, including without limitation those
         loans and financial accommodations described herein or described on any
         exhibit or schedule attached to this Agreement from time to time.

         NOTE. The word "Note" means the Note executed by WESTECH CAPITAL CORP.
         In the principal amount of $2,500,000.00 dated February 17, 2004,
         together with all renewals of, extensions of, modifications of,
         refinancings of, consolidations of, and substitutions for the note or
         credit agreement.

         PERMITTED LIENS. The words "Permitted Liens" mean (1) liens and
         security interests securing Indebtedness owed by Borrower to Lender;
         (2) liens for taxes, assessments, or similar charges either not yet due
         or being contested in good faith; (3) liens of materialmen, mechanics,
         warehousemen, or carriers, or other like liens arising in the ordinary
         course of business and securing obligations which are not yet
         delinquent; (4) purchase money liens or purchase money security
         interests upon or in any property acquired or hold by Borrower in the
         ordinary course of business to secure indebtedness outstanding on the
         date of this Agreement or permitted to be incurred under the paragraph
         of this Agreement titled "Indebtedness and Liens"; (5) liens and
         security interests which, as of the date of this Agreement, have been
         disclosed to and approved by the Lender in writing; and (6) those liens
         and security interests which in the aggregate constitute an immaterial
         and insignificant monetary amount with respect to the net value of
         Borrower's assets.

         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 Loan.

         SECURITY AGREEMENT. The words "Security Agreement" mean and include
         without limitation any agreements, promises, covenants, arrangements,
         understandings or other agreements, whether created by law, contract,
         or otherwise, evidencing, governing, representing, or creating a
         Security Interest.

         SECURITY INTEREST. The words "Security Interest" mean, without
         limitation, any and all types of collateral security, present and
         future, whether in the form of a lien, charge, encumbrance, mortgage,
         deed of trust, security deed, assignment, pledge, crop pledge, chattel
         mortgage, collateral chattel mortgage, chattel trust, factor's lien,
         equipment trust, conditional sale, trust receipt, lien or title
         retention contract, lease or consignment intended as a security device,
         or any other security or lien interest whatsoever whether created by
         law, contract, or otherwise.

         TANGIBLE NET WORTH. The words "Tangible Net Worth" mean Borrower's
         total assets excluding all intangible assets (i.e., goodwill,
         trademarks, patents, copyrights, organizational expenses, and similar
         Intangible items, but including leaseholds and leasehold Improvements)
         less total debt.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS
DATED FEBRUARY 17, 2004.

BORROWER:

WESTECH CAPITAL CORP.

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

LENDER:

FIRST UNITED BANK

By:_______________________________________
   AUTHORIZED SIGNER

<PAGE>

                               COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
                                                            ACCOUNT
PRINCIPAL   LOAN DATE   MATURITY   LOAN NO.   [ILLEGIBLE]   4A / 20   OFFICER RCB   INITIALS
--------------------------------------------------------------------------------------------
<S>         <C>         <C>        <C>        <C>           <C>       <C>           <C>
</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 [ILLEGIBLE] 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

GUARANTOR:  JOHN GORMAN (SSN: ###-##-####)
            2700 VIA FORTUNA SUITE 400
            AUSTIN, TX 78746
</TABLE>

AMOUNT OF GUARANTY. THE AMOUNT OF THIS GUARANTY IS UNLIMITED.

CONTINUING UNLIMITED GUARANTY. FOR GOOD AND VALUABLE CONSIDERATION, JOHN GORMAN
("GUARANTOR") ABSOLUTELY AND UNCONDITIONALLY GUARANTEES AND PROMISES TO PAY TO
FIRST UNITED BANK ("LENDER") OR ITS ORDER, ON DEMAND, IN LEGAL TENDER OF THE
UNITED STATES OF AMERICA, THE INDEBTEDNESS (AS THAT TERM IS DEFINED BELOW) OF
WESTECH CAPITAL CORP. ("BORROWER") TO LENDER ON THE TERMS AND CONDITIONS SET
FORTH IN THIS GUARANTY. UNDER THIS GUARANTY, THE LIABILITY OF GUARANTOR IS
UNLIMITED AND THE OBLIGATIONS OF GUARANTOR ARE CONTINUING.

INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes
any and all of Borrower's indebtedness to Lender and is used in the most
comprehensive sense and means and includes any and all of Borrower's
liabilities, obligations and debts to Lender, now existing or hereinafter
incurred or created, including, without limitation, all loans, advances,
interest, costs, attorneys' fees, debts, overdraft indebtedness, credit card
indebtedness, lease obligations, other obligations, and liabilities of Borrower,
or any of them, and any present or future judgments against Borrower, or any of
them; and whether any such Indebtedness is voluntarily or involuntarily
incurred, due or not due, absolute or contingent, liquidated or unliquidated,
determined or undetermined; whether Borrower may be liable individually or
jointly with others, or primarily or secondarily, or as guarantor or surely;
whether recovery on the Indebtedness may be or may become barred or
unenforceable against Borrower for any reason whatsoever; and whether the
Indebtedness arises from transactions which may be voidable on account of
infancy, insanity, ultra viros, or otherwise.

DURATION OF GUARANTY. This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower, and will continue in full force until all Indebtedness incurred or
contracted before receipt by Lender of any notice of revocation shall have been
fully and finally paid and satisfied and all of Guarantor's other obligations
under this Guaranty shall have been performed in full. If Guarantor elects to
revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written
notice of revocation must be mailed to Lender, by certified mail, at Lender's
address listed above or such other place as Lender may designate in writing.
Written revocation of this Guaranty will apply only to advances or new
Indebtedness created after actual receipt by Lender of Guarantor's written
revocation and Lender's written acknowledgment of receipt. For this purpose and
without limitation, the term "new Indebtedness" does not include Indebtedness
which at the time of notice of revocation is contingent, unliquidated,
undetermined or not due and which later becomes absolute, liquidated, determined
or due. This Guaranty will continue to bind Guarantor for all Indebtedness
incurred by Borrower or committed by Lender prior to receipt of Guarantor's
written notice of revocation, including any extensions, renewals, substitutions
or modifications of the Indebtedness. All renewals, extensions, substitutions,
and modifications of the Indebtedness granted after Guarantor's revocation, are
contemplated under this Guaranty and, specifically will not be considered to be
new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness
created both before and after Guarantor's death or incapacity, regardless of
Lender's actual notice of Guarantor's death. Subject to the foregoing,
Guarantor's executor or administrator or other legal representative may
terminate this Guaranty in the same manner in which Guarantor might have
terminated it and with the same effect. Release of any other guarantor or
termination of any other guaranty of the Indebtedness shall not affect the
liability of Guarantor under this Guaranty. A revocation Lender receives from
any one or more Guarantors shall not affect the liability of any remaining
Guarantors under this Guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN
THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND GUARANTOR
SPECIFICALLY ACKNOWLEDGES AND AGREES THAT REDUCTIONS IN THE AMOUNT OF
INDEBTEDNESS, EVEN TO ZERO DOLLARS ($0.00), PRIOR TO GUARANTOR'S WRITTEN
REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY.
THIS GUARANTY IS BINDING UPON GUARANTOR AND GUARANTOR'S HEIRS, SUCCESSORS AND
ASSIGNS AS LONG AS ANY OF THE GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN
THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS
($0.00).

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before
or after any revocation hereof, WITHOUT NOTICE OR DEMAND AND WITHOUT LESSENING
OR OTHERWISE AFFECTING GUARANTOR'S LIABILITY UNDER THIS GUARANTY, FROM TIME TO
TIME: (A) prior to revocation as set forth above, to make one or more additional
secured or unsecured loans to Borrower, to lease equipment or other goods to
Borrower, or otherwise to extend additional credit to Borrower; (B) to alter,
compromise, renew, extend, accelerate, or otherwise change one or more times the
time for payment or other terms of the Indebtedness or any part of the
Indebtedness, including increases and decreases of the rate of interest on the
Indebtedness; extensions may be repeated and may be for longer than the original
loan term; (C) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any such security, with or without the substitution of new
collateral; (D) to release, substitute, agree not to sue, or deal with any one
or more of Borrower's sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; (E) to determine how, when and what application
of payments and credits shall be made on the Indebtedness (F) to apply such
security and direct the order or manner of sale thereof, including without
limitation, any nonjudicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may determine;
(G) to sell, transfer, assign or grant participations in all or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to
Lender that (A) no representations or agreements of any kind have been made to
Guarantor which would limit or qualify in any way the terms of this Guaranty;
(B) this Guaranty is executed at Borrower's request and not at the request of
Lender; (C) Guarantor has full power, right and authority to enter into this
Guaranty: (D) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument binding upon Guarantor and do
not result in a violation of any law, regulation, court decree or order
applicable to Guarantor; (E) Guarantor has not and will not, without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially all of Guarantor's assets, or any
interest therein; (F) upon Lender's request, Guarantor will provide to Lender
financial and credit information in form acceptable to Lender, and all such
financial information which currently has been, and all future financial
information which will be provided to Lender is and will be true and correct in
all material respects and fairly present Guarantor's financial condition as of
the dates the financial information is provided; (G) no material adverse change
has occurred in Guarantor's financial condition since the date of the most
recent financial statements provided to Lender and no event has occurred which
may materially adversely affect Guarantor's financial condition; (H) no
litigation, claim, investigation, administrative proceeding or similar action
(including those for unpaid taxes) against Guarantor is pending or threatened;
(I) Lender has made no representation to Guarantor as to the creditworthiness of
Borrower; and (J) Guarantor has established adequate means of obtaining from
Borrower on a continuing basis information regarding Borrower's financial
condition, Guarantor agrees to keep adequately informed from such means of any
facts, events, or circumstances which might in any way affect Guarantor's risks
under this Guaranty, and Guarantor further agrees that, absent a request for
information, Lender shall have no obligation to disclose to Guarantor any
information or documents acquired by Lender in the course of its relationship
with Borrower.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives
any right to require Lender (A) to continue landing money or to extend other
credit to Borrower; (B) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the Indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (C) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (D) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (E) to give
notice of the terms, time, and place of any public or private sale of personal
property security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (F) to pursue any other
remedy within Lender's power; or (G) to commit any act or omission of any
kind, or at any time, with respect to any matter whatsoever.

In addition to the waivers set forth herein, if now or hereafter Borrower is or
shall become insolvent and the Indebtedness shall not at all times until paid be
fully secured by collateral pledged by Borrower, Guarantor hereby forever waives
and gives up in favor of Lender and Borrower; and Lender's and Borrower's
respective successors, any claim or right to payment Guarantor may now have or
hereafter have or acquire against Borrower, by subrogation or otherwise, so that
at no time shall Guarantor be or become a "creditor" of Borrower within the
meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal
bankruptcy laws.

Guarantor waives all rights of Guarantor under Chapter 34 of the Texas Business
and Commerce Code. Guarantor also waives any and all rights or defenses arising
by reason of (A) any "one action" or "anti-deficiency" law or any other law
which may prevent Lender from bringing any action, including a claim for
deficiency, against Guarantor, before or after Lender's commencement or
completion of any foreclosure action, either judicially or by exercise of a
power of sale; (B) any election of remedies by Lender which destroys or
otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights
to proceed against Borrower for reimbursement, Including without limitation, any
loss of

<PAGE>

                               COMMERCIAL GUARANTY

LOAN NO: 656932                    (CONTINUED)                            PAGE 2

rights Guarantor may suffer by reason of any law limiting, qualifying, or
discharging the Indebtedness; (C) any disability or other defense of Borrower,
of any other guarantor, or of any other person, or by reason of the cessation of
Borrower's liability from any cause whatsoever, other than payment in full in
legal tender, of the Indebtedness; (D) any right to claim discharge of the
Indebtedness on the basis of unjustified impairment of any collateral for the
Indebtedness: (E) any statute of limitations, if at any time any action or suit
brought by Lender against Guarantor is commenced, there is outstanding
Indebtedness of Borrower to Lender which is not barred by any applicable statute
of limitations; or (F) any defenses given to guarantors at law or in equity
other than actual payment and performance of the Indebtedness. If payment is
made by Borrower, whether voluntarily or otherwise, or by any third party, on
the Indebtedness and thereafter Lender is forced to remit the amount of that
payment to Borrower's trustee in bankruptcy or to any similar person under any
federal or state bankruptcy law or law for the relief of debtors, the
Indebtedness shall be considered unpaid for the purpose of the enforcement of
this Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim, counter demand, recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and consequences and that, under the circumstances, the
waivers are reasonable and not contrary to public policy or law. If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire
against Borrower, whether or not Borrower becomes Insolvent. Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any
account whatsoever, to any claim that Lender may now or hereafter have against
Borrower. In the event of Insolvency and consequent liquidation of the assets of
Borrower, through bankruptcy, by an assignment for the benefit of creditors, by
voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the Indebtedness of Borrower to Lender.
Guarantor does hereby assign to Lender all claims which it may have or acquire
against Borrower or against any assignee or trustee in bankruptcy of Borrower;
provided however, that such assignment shall be effective only for the purpose
of assuring to Lender full payment in legal tender of the Indebtedness. If
Lender so requests, any notes or credit agreements now or hereafter evidencing
any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor,
from time to time to execute and file financing statements and continuation
statements and to execute such other documents and to take such other actions as
Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.

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

         AMENDMENTS. This Guaranty, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as to
         the matters set forth in this Guaranty. No alteration of or amendment
         to this Guaranty 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. Guarantor 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 Guaranty. Lender may hire or pay someone else to
         help enforce this Guaranty, and Guarantor 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. Guarantor also shall pay all court
         costs and such additional fees as may be directed by the court.

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

         GOVERNING LAW. THIS GUARANTY WILL BE GOVERNED BY, CONSTRUED AND
         ENFORCED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF
         TEXAS. THIS GUARANTY 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 Guaranty occurred in Lubbock County, Guarantor agrees
         upon Lender's request to submit to the jurisdiction of the courts of
         Lubbock County, State of Texas.

         INTEGRATION. Guarantor further agrees that Guarantor has read and fully
         understands the terms of this Guaranty; Guarantor has had the
         opportunity to be advised by Guarantor's attorney with respect to this
         Guaranty; the Guaranty fully reflects Guarantor's intentions and parol
         evidence is not required to interpret the terms of this Guaranty.
         Guarantor hereby indemnifies and holds Lender harmless from all losses,
         claims, damages, and costs (including Lender's attorneys' fees)
         suffered or incurred by Lender as a result of any breach by Guarantor
         of the warranties, representations and agreements of this paragraph.

         INTERPRETATION. In all cases where there is more than one Borrower or
         Guarantor, than all words used in this Guaranty in the singular shall
         be deemed to have been used in the plural where the context and
         construction so require; and where there is more than one Borrower
         named in this Guaranty or when this Guaranty is executed by more than
         one Guarantor, the words "Borrower" and "Guarantor" respectively shall
         mean all and any one or more of them. The words "Guarantor,"
         "Borrower," and "Lender" include the heirs, successors, assigns, and
         transferees of each of them. If a court finds that any provision of
         this Guaranty is not valid or should not be enforced, that fact by
         itself will not mean that the rest of this Guaranty will not be valid
         or enforced. Therefore, a court will enforce the rest of the provisions
         of this Guaranty even if a provision of this Guaranty may be found to
         be invalid or unenforceable. if any one or more of Borrower or
         Guarantor are corporations, partnerships, limited liability companies,
         or similar entities, it is not necessary for Lender to inquire into the
         powers of Borrower or Guarantor or of the officers, directors,
         partners, managers, or other agents acting or purporting to act on
         their behalf, and any Loan indebtedness made or created in reliance
         upon the professed exercise of such powers shall be guaranteed under
         this Guaranty.

         NOTICES. Any notice required to be given under this Guaranty shall be
         given in writing, and, except for revocation notices by Guarantor,
         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, if mailed, 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 Guaranty. All revocation notices by Guarantor shall be in writing
         and shall be effective upon delivery to Lender as provided in the
         section of this Guaranty entitled "DURATION OF GUARANTY." Any party may
         change its address for notices under this Guaranty 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, Guarantor
         agrees to keep Lender informed at all times of Guarantor's current
         address. Unless otherwise provided or required by law, if there is more
         than one Guarantor, any notice given by Lender to any Guarantor is
         deemed to be notice given to all Guarantors.

         NO WAIVER BY LENDER. Lender shall not be deemed to have waived any
         rights under this Guaranty 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 Guaranty 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 Guaranty. No prior waiver by Lender, nor any course of dealing
         between Lender and Guarantor, shall constitute a waiver of any of
         Lender's rights or of any of Guarantor's obligations as to any future
         transactions. Whenever the consent of Lender is required under this
         Guaranty, 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.

         SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this
         Guaranty on transfer of Guarantor's interest, this Guaranty shall be
         binding upon and inure to the benefit of the parties, their successors
         and assigns.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Guaranty. 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 Guaranty shall have the meanings
attributed to such terms in the Uniform Commercial Code:

         BORROWER. The word "Borrower" means WESTECH CAPITAL CORP. and includes
         all co-signers and co-makers signing the Note.

         GUARANTOR. The word "Guarantor" means each and every person or entity
         signing this Guaranty, including without limitation John Gorman.

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

         INDEBTEDNESS. The word "Indebtedness" means Borrower's indebtedness to
         Lender as more particularly described in this Guaranty.

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

         NOTE. The word "Note" means and includes without limitation all of
         Borrower's promissory notes and/or credit agreements evidencing

<PAGE>

                               COMMERCIAL GUARANTY
LOAN NO: 656932                    (CONTINUED)                            PAGE 3

         Borrower's loan obligations in favor of Lender, together with all
         renewals of, extensions of, modifications of, refinancing of,
         consolidations of and substitutions for promissory notes or credit
         agreements.

         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.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY
IS DATED FEBRUARY 17, 2004.

GUARANTOR:

X /s/ JOHN GORMAN
  -----------------
 JOHN GORMAN
<PAGE>

                          COMMERCIAL PLEDGE AGREEMENT

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
  PRINCIPAL         LOAN DATE        MATURITY        LOAN NO.          CALL / COLL           ACCOUNT   OFFICER    INITIATE
<C>                 <C>             <C>              <C>               <C>                   <C>       <C>        <C>
$ 2,500,000.00     02-17-2004       02-15-2007        656932              4A / 20                        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 [ILLEGIBLE] has been omitted due to text
                               length limitations.

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

GRANTOR:  TEJAS SECURITIES GROUP HOLDING COMPANY
          2700 VIA FORTUNA, SUITE 400
          AUSTIN, TX 78746

     THIS COMMERCIAL PLEDGE AGREEMENT DATED FEBRUARY 17, 2004, IS MADE AND
     EXECUTED AMONG TEJAS SECURITIES GROUP HOLDING COMPANY ("GRANTOR"); WESTECH
     CAPITAL CORP. ("BORROWER"); AND FIRST UNITED BANK ("LENDER").

     GRANT OF SECURITY INTEREST. FOR VALUABLE CONSIDERATION, GRANTOR GRANTS TO
     LENDER A SECURITY INTEREST IN THE COLLATERAL 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" as used in this Agreement
     means Grantor's present and future rights, title and interest in and to,
     together with any and all present and future additions thereto,
     substitutions therefore, and replacements thereof, together with any and
     all present and future certificates and/or Instruments evidencing any Stock
     and further together with all Income and Proceeds as described herein:

         4,808,555 SHARES OF TEJAS SECURITIES GROUP, INC. STOCK

     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 this 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 upon 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 fails
     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 means 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 or 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 [ILLEGIBLE] 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.

     REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. Grantor
     represents and warrants to Lender that:

         OWNERSHIP. Grantor is the lawful owner of the Collateral free and clear
         of all security interests, liens, encumbrances and claims of others
         except as disclosed to and accepted by Lender in writing prior to
         execution of this Agreement.

         RIGHT TO PLEDGE. Grantor has the full right, power and authority to
         enter into this Agreement and to pledge the Collateral.

         AUTHORITY; BINDING EFFECT. Grantor has the full right, power and
         authority to enter into this Agreement and to grant a security Interest
         in the Collateral to Lender. This Agreement is binding upon Grantor as
         well as Grantor's successors and assigns, and is legally enforceable in
         accordance with its terms. The foregoing representations and
         warranties, and all other representations and warranties contained in
         this Agreement are and shall be continuing in nature and shall remain
         in full force and effect until such time as this Agreement is
         terminated or cancelled as provided herein.

         NO FURTHER ASSIGNMENT. Grantor has not, and shall not, sell, assign,
         transfer, encumber or otherwise dispose of any of Grantor's rights in
         the Collateral except as provided in this Agreement.

         NO DEFAULTS. There are no defaults existing under the Collateral, and
         there are no offsets or counterclaims to the same, Grantor will
         strictly and promptly perform each of the terms, conditions, covenants
         and agreements, If any, contained in the Collateral which are to be
         performed by Grantor.

         NO VIOLATION. The execution and delivery of this Agreement will not
         violate any law or agreement governing Grantor or to which Grantor is a
         party, and its certificate or articles of Incorporation and bylaws do
         not prohibit any term or condition of this Agreement.

         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 filing 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 title
         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. Lender may
     hold the Collateral until all Indebtedness has been paid and satisfied.
     Thereafter Lender may deliver the Collateral to Grantor or to any other
     owner of the Collateral. Lender shall have the following rights in addition
     to all other rights Lender may have by law:

         MAINTENANCE AND PROTECTION OF COLLATERAL. Lender may, but shall not be
         obligated to, take such steps as it deems necessary or desirable to
         protect, maintain, insure, store, or care for the Collateral,
         Including paying of any liens or claims against the Collateral. This
         may include such things as hiring other people, such as attorneys,
         appraisers or other experts. Lender may charge Grantor for any cost
         Incurred in so doing. When applicable law provides more than one method
         of perfection of Lender's security interest, Lender may choose the
         method (s) to be used. If the Collateral consists of stock, bonds or
         other Investment property for which no certificate has been Issued,
         Grantor agrees, at Lender's request, either to request Issuance of an
         appropriate certificate or to give instructions on Lender's forms to
         the Issuer, transfer agent, mutual fund company, or broker, as the case
         may be, to record on its books or records Lender's security Interest in
         the Collateral.

         INCOME AND PROCEEDS FROM THE COLLATERAL. Lender may receive all Income
         and Proceeds and add it to the Collateral. Grantor agrees to deliver to
         Lender immediately upon receipt, in the exact form received and without
         commingling with other property, all Income and Proceeds from the
         Collateral which may be received by, paid, or delivered to Grantor or
         for Grantor's account, whether as an addition to, in discharge of, in
         substitution of, or in exchange for any of the Collateral.

         APPLICATION OF CASH. At Lender's option, Lender may apply any cash,
         whether included in the Collateral or received as Income and Proceeds
         or through liquidation, sale, or retirement, of the Collateral, to the
         satisfaction of the Indebtedness or such portion thereof as Lender
         shall choose, whether or not matured.

         TRANSACTIONS WITH OTHERS. Lender may (1) extend time for payment or
         other performance, (2) grant a renewal or change in terms or
         conditions, or (3) compromise, compound or release any obligation, with
         any one or more Obligors, endorsers, or Guarantors of the Indebtedness
         as Lender deems advisable, without obtaining the prior written consent
         of Grantor, and no such act or failure to act shall affect Lender's
         rights against Grantor or the Collateral.

         ALL COLLATERAL SECURES INDEBTEDNESS. All Collateral shall be security
         for the Indebtedness, whether the Collateral is located at one or more
         offices or branches of Lender. This will be the case whether or not the
         office or branch where Grantor obtained Grantor's loan knows
<PAGE>


                          COMMERCIAL PLEDGE AGREEMENT

LOAN NO: 656932                   (CONTINUED)                             PAGE 2

         about the Collateral or [ILLEGIBLE] upon the Collateral as security.

         COLLECTION OF COLLATERAL. Lender at Lender's option may, but need not,
         collect the Income and Proceeds directly from the Obligors. Grantor
         authorizes and directs the Obligors, if Lender decides to collect the
         Income and Proceeds, to pay and deliver to Lender all income, and
         Proceeds from the Collateral and to accept Lender's receipt for the
         payments.

         POWER OF ATTORNEY. Grantor irrevocably appoints Lender as Grantor's
         attorney-in-fact, with full power of substitution, (a) to demand,
         collect, receive, receipt for, sue and recover all Income and Proceeds
         and other sums of money and other property which may now or hereafter
         become due, owing or payable from the Obligors in accordance with the
         terms of the Collateral, (b) to execute, sign and endorse any and all
         Instruments, receipts, checks, drafts and warrants issued in payment
         for the Collateral; (c) to settle or compromise any and all claims
         arising under the Collateral, and in the place and stead of Grantor,
         execute and deliver Grantor's release and acquaintance for Grantor; (d)
         to file any claim or claims or to take any action or institute or take
         part in any proceedings, either in Lender's own name or in the name of
         Grantor, or otherwise, which in the discretion of Lender may seem to be
         necessary or advisable; and (e) to execute in Grantor's name and to
         deliver to the Obligors on Grantor's behalf, at the time and in the
         manner specified by the Collateral, any necessary instruments or
         documents.

         PERFECTION OF SECURITY INTEREST. Upon Lender's request, Grantor will
         deliver to Lender any and all of the documents evidencing or consisting
         the Collateral. When applicable law provides more than one method of
         perfection of Lender's security interest, Lender may choose the
         method(s) to be used. Upon Lender's request, Grantor will sign and
         deliver any writings necessary to perfect Lender's security interest.
         If any of the Collateral consists of securities for which no
         certificate has been issued, Grantor agrees, at Lender's option, either
         to request issuance of an appropriate certificate or to execute
         appropriate instructions on Lender's forms instructing the issuer,
         transfer agent, mutual fund company, or broker, as the case may be, to
         record on its books or records, by book-entry or otherwise, Lender's
         security interest in the Collateral. Grantor hereby appoints Lender as
         Grantor's irrevocable attorney-in-fact for the purpose of executing any
         documents necessary to perfect, amend, or to continue the security
         interest granted in this Agreement or to demand termination of filings
         of other secured parties.

     LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
     materially affect Lender's interest in the Collateral or if Grantor fails
     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 dooms appropriate, including but
     not limited to discharging or paying all taxes, liens, security interests,
     encumbrances and other claims, at any time levied 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 ordinary reasonable
     care in the physical preservation and custody of the Collateral in Lender's
     possession, but shall have no other obligation to protect the Collateral or
     its value. In particular, but without limitation, Lender shall have no
     responsibility for (A) any depreciation in value of the Collateral or for
     the collection or protection of any Income and Proceeds from the
     Collateral, (B) preservation of rights against parties to the Collateral or
     against third persons, (C) ascertaining any maturities, calls, conversions,
     exchanges, offers, tenders, or similar matters relating to any of the
     Collateral, or (D) informing Grantor about any of the above, whether or not
     Lender has or is deemed to have knowledge of such matters. Except as
     provided above, Lender shall have no liability for depreciation or
     deterioration of the Collateral.

     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 FOR 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
         if 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
         Lander, 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 PROVISION. If any default, other than a default in payment or
         failure to satisfy Lender's requirement in the insufficient Market
         Value of Securities section 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. If an Event of Default occurs under this
     Agreement, at any time thereafter, Lender may exercise any one or more of
     the following rights and remedies:

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

         COLLECT THE COLLATERAL. Collect any of the Collateral and, at Lender's
         option and to the extent permitted by applicable law, retain possession
         of the Collateral while suing on the Indebtedness.

         SELL THE COLLATERAL. Sell the Collateral, at Lender's discretion, as a
         unit or in parcels, at one or more public or private sales. Unless the
         Collateral is perishable or threatens to decline speedily in value or
         is of a type customarily sold on a recognized market, Lender shall give
         or mail to Grantor, and other persons as required by law, notice at
         least ten (10) days in advance of the time and place of any public
         sale, or of the time after which any private sale may be made. However,
         no notice need be provided to any person who, after an Event of Default
         occurs, enters into and authenticates an agreement waiving that
         person's right to notification of sale. Grantor agrees that any
         requirement of reasonable notice as to Grantor is satisfied if Lender
         mails notice by ordinary mail addressed to Grantor at the last address
         Grantor has given Lender in writing, if a public sale is held, there
         shall be sufficient compliance with all requirements of notice to the
         public by a single publication in any newspaper of general circulation
         in the county where the Collateral is located, setting forth the time
         and place of sale and a brief description of the properly to be sold.
         Lender may be a purchaser at any public sale.

         SELL SECURITIES. Sell any securities included in the Collateral in a
         manner consistent with applicable federal and state securities laws.
         If, because of restrictions under such laws, Lender is unable, or
         believes Lender is unable, to sell the securities in an open market
         transaction, Grantor agrees that Lender will have no obligation to
         delay sale until the securities can be registered, Then Lender may make
         a private sale
<PAGE>

                           COMMERCIAL PLEDGE AGREEMENT
LOAN NO: 656932                    (CONTINUED)                            PAGE 3

     to one or more persons or to a restricted group of persons, even though
     such sale may result in a price that is less favorable than might be
     obtained in an open market transaction. Such a sale will be considered
     commercially reasonable. If any securities held as Collateral are
     "restricted securities" as defined in the Rules of the Securities and
     Exchange Commission (such as Regulation D of Rule 144) or the rules of
     state securities departments under state "Blue Sky" laws, or if Grantor or
     any other owner of the Collateral is an affiliate of the issuer of the
     securities, Grantor agrees that neither Grantor, nor any member of
     Grantor's family, nor any other person signing this Agreement will soil or
     dispose of any securities of such issuer without obtaining Lender's prior
     written consent.

     RIGHTS AND REMEDIES WITH RESPECT TO INVESTMENT PROPERTY. FINANCIAL ASSETS
     AND ROTATED COLLATERAL. In addition to other rights and remedies granted
     under this Agreement and under applicable law, Lender may exercise any or
     all of the following rights and remedies: (1) register with any issuer,
     broker or other securities intermediary any of the Collateral consisting of
     investment property or financial assets (collectively herein, "investment
     property") in Lender's solo name or in the name of Lender's broker, agent
     or nominee; (2) cause any issuer, broker or other securities intermediary
     to deliver to Lender any of the Collateral consisting of securities, or
     investment property capable of being delivered; (3) enter into a control
     agreement or power of attorney with any issuer or securities intermediary
     with respect to any Collateral consisting of investment property, on such
     terms as Lender may deem appropriate, in its sole discretion, including
     without limitation, an agreement granting to Lender any of the rights
     provided hereunder without further notice to or consent by Grantor: (4)
     execute any such control agreement on Grantor's behalf and in Grantor's
     name, and hereby irrevocably appoints Lender as agent and attorney-in-fact,
     coupled with an interest, for the purpose of executing such control
     agreement on Grantor's behalf; (5) exercise any and all rights of Lender
     under any such control agreement or power of attorney; (6) exercise any
     voting, conversion, registration, purchase, option, or other rights with
     respect to any Collateral; (7) collect, with or without legal action, and
     issue receipts concerning any notes, Checks, drafts, remittances or
     distributions that are paid or payable with respect to any Collateral
     consisting of Investment property. Any control agreement entered with
     respect to any investment property shall contain the following provisions,
     at Lender's discretion, Lender shall be authorized to instruct the issuer,
     broker or other securities intermediary to take or to refrain from taking
     such actions with respect to the Investment property as Lender may
     instruct, without further notice to or consent by Grantor. Such actions may
     include without limitation the issuance of entitlement orders, account
     instructions, general trading or buy or sell orders, transfer and
     redemption orders, and stop loss orders. Lender shall be further entitled
     to instruct the issuer, broker or securities intermediary to sell or to
     liquidate any investment property, or to pay the cash surrender or account
     termination value with respect to any and all investment property, and to
     deliver all such payments and liquidation proceeds to Lender. Any such
     control agreement shall contain such authorizations as are necessary to
     place Lender in "control" of such investment collateral, as contemplated
     under the provisions of the Uniform Commercial Code, and shall fully
     authorize Lender to issue "entitlement orders" concerning the transfer,
     redemption, liquidation or disposition of investment collateral, in
     conformance with the provisions of the Uniform Commercial Code.

     FORECLOSURE. Maintain a Judicial suit or foreclosure and sale of the
     Collateral.

     TRANSFER TITLE. Effect transfer of title upon sale of all or part of the
     Collateral. For this purpose, Grantor irrevocably 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. Have and exercise any or all of the rights and
     remedies of a secured creditor under the provisions of the Uniform
     Commercial Code, at law, in equity, or otherwise.

     APPLICATION OF PROCEEDS. Apply any cash which is part of the Collateral, or
     which is received from the collection or sale of the Collateral, to
     reimbursement of any expenses, including any costs for registration of
     securities, commissions incurred in connection with a sale, Lender's
     reasonable attorneys' fees and court costs, whether or not there is a
     lawsuit and including any fees on appeal, incurred by Lender in connection
     with the collection and sale of such Collateral and to the payment of the
     indebtedness of Borrower to Lender, with any excess funds to be paid to
     Grantor as the interests of Grantor may appear. Borrower agrees, to the
     extent permitted by law, to pay any deficiency after application of the
     proceeds of the Collateral to the indebtedness.

     ELECTION OF REMEDIES. Except as may be prohibited by applicable law, all of
     Lender's rights and remedies, whether evidenced by this Agreement, the
     Related Documents, 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.

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 reasonably 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 County, 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 mean 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.

     NO 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, if
     mailed, 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.

     PAYMENT OF INTEREST AND FEES. Notwithstanding any other provision of this
     Agreement or any provision of any Related 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
     stated 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.

<PAGE>

                           COMMERCIAL PLEDGE AGREEMENT

LOAN NO: 656932                   (CONTINUED)                             PAGE 4

     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 ha 50 modified, it
     shall he 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 by way of forbearance or
     extension without releasing Grantor from the obligations of this Agreement
     or liability under the Indebtedness.

     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:

     AGREEMENT. The word "Agreement" means this Commercial pledge Agreement, as
     this Commercial Pledge Agreement may be amended or modified from time to
     time, together with all exhibits and schedules attached to this Commercial
     Pledge Agreement from time to time.

     BORROWER. The word "Borrower" means WESTECH CAPITAL CORP. and includes all
     co-signers and co-makers signing the Note.

     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 Holding Company.

     GUARANTOR. The word "Guarantor" means any guarantor, surety, 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 or part of the Note.

     INCOME AND PROCEEDS. The words "Income and Proceeds" mean all present and
     future income, proceeds, earnings, increases, and substitutions from or for
     the Collateral of every kind and nature, Including Without limitation all
     payments, Interest, profits, distributions, benefits, rights, options,
     warrants, dividends, stock dividends, stock splits, stock rights,
     regulatory dividends, subscriptions, monies, claims for money due and to
     become due, proceeds of any Insurance on the Collateral, shares of stock of
     different par value or no par value issued in substitution or exchange for
     shares included in the Collateral, and all other property Grantor is
     entitled to receive on account of such Collateral, Including accounts,
     documents, Instruments, chattel paper, and general Intangibles.

     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 $2,500,000.00 dated February 17, 2004, together
     with all renewals of, extensions of, modifications of, refinancings of,
     consolidations of, and substitutions for the note or credit agreement.

     OBLIGOR. The word "Obligor" means without limitation any and all persons
     obligated to pay money or to perform some other act under the Collateral.

     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
COMMERCIAL PLEDGE AGREEMENT AND AGREE TO ITS TERMS. THIS AGREEMENT IS DATED
FEBRUARY 17, 2004.

GRANTOR:

TEJAS SECURITIES GROUP HOLDING COMPANY

BY: /s/ JOHN GORMAN
    -------------------------------------------------
    JOHN GORMAN, CHAIRMAN AND CEO OF TEJAS SECURITIES
    GROUP HOLDING COMPANY

BORROWER:

WESTECH CAPITAL CORP.

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

<PAGE>

                           COMMERCIAL PLEDGE AGREEMENT

<TABLE>
<CAPTION>
  PRINCIPAL          LOAN DATE       MATURITY     LOAN NO      CALL / COLL     ACCOUNT      OFFICER     INITIALS
$2,500,000.00        02-17-2004     02-15-2007    656932         4A / 20                      RCB
----------------------------------------------------------------------------------------------------------------
<S>                  <C>            <C>           <C>          <C>             <C>          <C>         <C>
</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>
GRANTOR: 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
</TABLE>

THIS COMMERCIAL PLEDGE AGREEMENT DATED FEBRUARY 17, 2004, IS MADE AND EXECUTED
BETWEEN WESTECH CAPITAL CORP. ("GRANTOR") AND FIRST UNITED BANK ("LENDER").

GRANT OF SECURITY INTEREST. FOR VALUABLE CONSIDERATION. GRANTOR GRANTS TO LENDER
A SECURITY INTEREST IN THE COLLATERAL 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" as used in this Agreement means
Grantor's present and future rights, title and interest in and to, together
with any and all present and future additions thereto, substitutions therefore,
and replacements thereof, together with any and all present and future
certificates and/or instruments evidencing any Stock and further together with
all Income and Proceeds as described herein:

     4,808,555 SHARES OF TEJAS SECURITIES GROUP, INC. STOCK

     990,500 SHARES OF TEJAS SECURITIES GROUP, INC. STOCK

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.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. Grantor
represents and warrants to Lender that:

     OWNERSHIP. Grantor is the lawful owner of the Collateral free and clear of
     all security interests, liens, encumbrances and claims of others except as
     disclosed to and accepted by Lender in writing prior to execution of this
     Agreement.

     RIGHT TO PLEDGE. Grantor has the full right, power and authority to enter
     into this Agreement and to pledge the Collateral.

     AUTHORITY: BINDING EFFECT. Grantor has the full right, power and authority
     to enter into this Agreement and to grant a security interest in the
     Collateral to Lender. This Agreement is binding upon Grantor as well as
     Grantor's successors and assigns, and is legally enforceable in accordance
     with its terms. The foregoing representations and warranties, and all other
     representations and warranties contained in this Agreement are and shall be
     continuing in nature and shall remain in full force and effect until such
     time as this Agreement is terminated or cancelled as provided herein.

     NO FURTHER ASSIGNMENT. Grantor has not, and shall not, sell, assign,
     transfer, encumber or otherwise dispose of any of Grantor's rights in the
     Collateral except as provided in this Agreement.

     NO DEFAULTS. There are no defaults existing under the Collateral, and there
     are no offsets or counterclaims to the same. Grantor will strictly and
     promptly perform each of the terms, conditions, covenants and agreements,
     if any, contained in the Collateral which are to be performed by Grantor.

     NO VIOLATION. The execution and delivery of this Agreement will not violate
     any law or agreement governing Grantor or to which Grantor is a party, and
     its certificate or articles of incorporation and bylaws do not prohibit any
     term or condition of this Agreement.

     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 filing
     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 title 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. Lender may hold
the Collateral until all Indebtedness has been paid and satisfied. Thereafter
Lender may deliver the Collateral to Grantor or to any other owner of the
Collateral. Lender shall have the following rights in addition to all other
rights Lender may have by law:

     MAINTENANCE AND PROTECTION OF COLLATERAL. Lender may, but shall not be
     obligated to, take such steps as it deems necessary or desirable to
     protect, maintain, insure, store, or care for the Collateral, including
     paying of any liens or claims against the Collateral. This may include each
     things as hiring other people, such as attorneys, appraisers or other
     experts. Lender may charge Grantor for any cost incurred in so doing. When
     applicable law provides more than one method of perfection of Lender's
     security interest, Lender may choose the method(s) to be used. If the
     Collateral consists of stock, bonds or other investment property for which
     no certificate has been issued, Grantor agrees, at Lender's request, either
     to request issuance of an appropriate certificate or to give instructions
     on Lender's forms to the issuer, transfer agent, mutual fund company, or
     broker, as the case may be, to record on its books or records Lender's
     security interest in the Collateral.

     INCOME AND PROCEEDS FROM THE COLLATERAL. Lender may receive all income and
     Proceeds and add it to the Collateral, Grantor agrees to deliver to Lender
     immediately upon receipt, in the exact form received and without
     commingling with other property, all income and Proceeds from the
     Collateral which may be received by, paid, or delivered to Grantor or for
     Grantor's account, whether as an addition to, in discharge of, in
     substitution of, or in exchange for any of the Collateral.

     APPLICATION OF CASH. At Lender's option, Lender may apply any cash, whether
     included in the Collateral or received as income and Proceeds or through
     liquidation, sale, or retirement, of the Collateral, to the satisfaction
     of the Indebtedness or such portion thereof as Lender shall choose, whether
     or not matured.

     TRANSACTIONS WITH OTHERS. Lender may (1) extend time for payment or other
     performance, (2) grant a renewal or change in terms or conditions, or (3)
     compromise, compound or release any obligation, with any one or more
     Obligors, endorsers, or Guarantors of the indebtedness as Lender deems
     advisable, without obtaining the prior written consent of Grantor, and no
     such act or failure to act shall affect Lender's rights against Grantor or
     the Collateral.

     ALL COLLATERAL SECURES INDEBTEDNESS. All Collateral shall be security for
     the Indebtedness, whether the Collateral is located at one or more offices
     or branches of Lender. This will be the case whether or not the office or
     branch where Grantor obtained Grantor's loan knows about the Collateral or
     relies upon the Collateral as security.

     COLLECTION OF COLLATERAL. Lender at Lender's option may, but need not,
     collect the income and Proceeds directly from the Obligors. Grantor
     authorizes and directs the Obligors, if Lender decides to collect the
     income and Proceeds, to pay and deliver to Lender all income and Proceeds
     from the Collateral and to accept Lender's receipt for the payments.

     POWER OF ATTORNEY. Grantor irrevocably appoints Lender as Grantor's
     attorney-in-fact, with full power of substitution, (a) to demand, collect,
     receive, receipt for, sue and recover all income and Proceeds and other
     sums of money and other property which may now or hereafter become duo,
     owing or payable from the Obligors in accordance with the terms of the
     Collateral; (b) to execute, sign and endorse any and all instruments,
     receipts, checks, drafts and warrants issued in payment for the Collateral;
     (c) to settle or compromise any and all claims arising under the
     Collateral, and in the place and stead of Grantor, execute and deliver
     Grantor's release and acquittance for Grantor; (d) to file any claim or
     claims or to take any action or institute or take part in any proceedings,
     either in Lender's own name or in the name of Grantor, or otherwise, which
     in the discretion of Lender may seem to be necessary or advisable; and (e)
     to execute in Grantor's name and to deliver to the Obligors on Grantor's
     behalf, at the time and in the manner specified by the Collateral, any
     necessary instruments or documents.

     PERFECTION OF SECURITY INTEREST. Upon Lender's request, Grantor will
     deliver to Lender any and all of the documents evidencing or constituting
     the Collateral. When applicable law provides more than one method of
     perfection of Lender's security interest, Lender may choose the method(s)
     to be used. Upon Lender's request, Grantor will sign and deliver any
     writings necessary to perfect Lender's security interest. If any of the
     Collateral consists of securities for which no certificate has been issued,
     Grantor agrees, at Lender's option, either to

<PAGE>

                           COMMERCIAL PLEDGE AGREEMENT

LOAN NO: 656932                   (CONTINUED)                             PAGE 2

     request Issuance of an appropriate certificate or to execute appropriate
     Instructions on Lender's forms instructing the Issuer, transfer agent,
     mutual fund company, or broker, as the case may be, to record on its books
     or records, by book entry or otherwise, Lender's security Interest in the
     Collateral. Grantor hereby appoints Lender as Grantor's irrevocable
     attorney-in-fact for the purpose of executing any documents necessary to
     perfect, amend, or to continue the security interest granted in this
     Agreement or to demand termination of filings of other secured parties.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Grantor foils 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
[ILLEGIBLE] 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 levied 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 those 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 ordinary reasonable care
In the physical preservation and custody of the Collateral In Lender's
possession, but shall have no other obligation to protect the Collateral or its
value. In particular, but without limitation, Lender shall have no
responsibility for (A) any depreciation in value of the Collateral or for the
collection or protection of any Income and Proceeds from the Collateral, (B)
preservation of rights against parties to the Collateral or against third
persons, (C) ascertaining any maturities, calls, conversions, exchanges, offers,
tenders, or similar matters relating to any of the Collateral, or (D) Informing
Grantor about any of the above, whether or not Lender has or Is deemed to have
knowledge of such matters. Except as provided above, Lender shall have no
liability for depreciation or deterioration of the Collateral.

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

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

     OTHER DEFAULTS. 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
     Grantor.

     FALSE STATEMENTS. Any warranty, representation or statement made or
     furnished to Lender by Grantor or on 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 Grantor's existence as a
     going business, the Insolvency of Grantor, the appointment of a receiver
     for any part of 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 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 Grantor or by any
     governmental agency against any collateral securing the Indebtedness. This
     includes a garnishment of any of Grantor's accounts, including deposit
     accounts, with Lender. However, this Event of Default shall not apply If
     there is a good faith dispute by Grantor as to the validity or
     reasonableness of the claim which is the basis of the creditor or
     forfeiture proceeding and if 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 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 or failure
     to satisfy Lender's requirement In the Insufficient Market Value of
     Securities section 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 stops sufficient to produce compliance as soon as
     reasonably practical.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this
Agreement, at any time thereafter, Lender may exercise any one or more of this
following rights and remedies:

     ACCELERATE INDEBTEDNESS. Declare all Indebtedness immediately due and
     payable, without notice of any kind to Grantor.

     COLLECT THE COLLATERAL. Collect any of the Collateral and, at Lender's
     option and to the extent permitted by applicable law, retain possession of
     the Collateral while suing on the Indebtedness.

     SELL THE COLLATERAL. Sell the Collateral, at Lender's discretion, as a unit
     or in parcels, at one or more public or private sales. Unless the
     Collateral is perishable or threatens to decline speedily in value or is of
     a type customarily sold on a recognized market, Lender shall give or mail
     to Grantor, and other persons as required by law, notice at least ten (10)
     days In advance of the time and place of any public sale, or of the time
     after which any private sale may be made. However, no notice need be
     provided to any person who, after an Event of Default occurs, enters into
     and authenticates an agreement waiving that person's right to notification
     of sale. Grantor agrees that any requirement of reasonable notice as to
     Grantor is satisfied if Lender mails notice by ordinary mail addressed to
     Grantor at the last address Grantor has given tender in writing. If a
     public sale is hold, there shall be sufficient compliance with all
     requirements of notice to the public by a single publication in any
     newspaper of general circulation in the county where the Collateral is
     located, setting forth the time and place of sale and a brief description
     of the property to be sold. Lender may be a purchaser at any public sale.

     SELL SECURITIES. Sell any securities included in the Collateral in a manner
     consistent with applicable federal and state securities laws. If, because
     of restrictions under such laws, Lander is unable, or believes Lender is
     unable, to sell the securities in an open market transaction, Grantor
     agrees that Lander will have no obligation to delay sale until the
     securities can be registered. Then Lender may make a private sale to one or
     more persons or to a restricted group of persons, even though such sale may
     result in a price that is Less favorable than might be obtained in an open
     market transaction. Such a sale will be considered commercially reasonable.
     If any securities held as Collateral are "[ILLEGIBLE] securities" as
     defined in the Rules of the Securities and Exchange Commission (such as
     Regulation D or Rule 144) or the rules of state securities departments
     under state "Blue Sky" laws, or if Grantor or any other owner of the
     Collateral is an affiliate of the issuer of the securities, Grantor agrees
     that neither Grantor, nor any member of Grantor's family, nor any other
     person signing this Agreement will sell or dispose of any securities of
     such issuer without obtaining Lender's prior written consent.

     RIGHTS AND REMEDIES WITH RESPECT TO INVESTMENT PROPERTY, FINANCIAL ASSETS
     AND RELATED COLLATERAL. In addition to other rights and remedies granted
     under this Agreement and under applicable law, Lender may exercise any or
     all of the following rights and remedies: (1) register with any issuer or
     broker or other securities Intermediary any of the Collateral consisting of
     Investment property or financial assets (collectively herein, "investment
     property") in Lander's sole name or in the name of Lender's broker, agent
     or nominee; (2) cause any issuer, broker or other securities intermediary
     to deliver to Lender any of the Collateral consisting of securities, or
     Investment property capable of being delivered: (3) enter Into a control
     agreement or power of attorney with any Issuer or securities intermediary
     With respect to any Collateral consisting of Investment property, on such
     terms as Lender may deem appropriate, in Its sole discretion, Including
     without limitation, an agreement granting to Lender any of the rights
     provided hereunder without further notice to or consent by Grantor; (4)
     execute any such control agreement on Grantor's behalf and in Grantor's
     name, and hereby irrevocably appoints Lender as agent and attorney-in-fact,
     coupled with an interest, for the purpose of executing such control
     agreement on Grantor's behalf; (5) exercise any and all rights of Lender
     under any such control agreement or power of attorney; (6) exercise any
     voting, conversion, registration, purchase, option, or other rights with
     respect to any Collateral; (7) collect, with or without legal action, and
     issue receipts concerning any notes,

<PAGE>

                           COMMERCIAL PLEDGE AGREEMENT

LOAN NO: 656932                    (CONTINUED)                            PAGE 3

     checks, drafts, remittances or distributions that are paid or payable with
     respect to any Collateral consisting of Investment property. Any control
     agreement entered with respect to any Investment property shall contain the
     following provisions, at Lender's discretion. Lender shall be authorized to
     Instruct the Issuer, broker or other securities Intermediary to take or to
     refrain from taking such actions with respect to the investment properly as
     Lender may instruct, without further notice to or consent by Grantor. Such
     actions may Include without limitation the Issuance of entitlement orders,
     account instructions, general trading or buy or sell orders, transfer and
     redemption orders, and stop loss orders. Lender shall be further entitled
     to Instruct the Issuer, broker or securities intermediary to sell or to
     liquidate any investment property, or to pay the cash surrender or account
     termination value with respect to any and all Investment property, and to
     deliver all such payments and liquidation proceeds to Lander. Any such
     control agreement shall contain such authorizations as are necessary to
     place Lender in "control" of such investment collateral, as contemplated
     under the provisions of the Uniform Commercial Code, and shall fully
     authorize Lender to issue "entitlement orders" concerning the transfer,
     redemption, liquidation or disposition of investment collateral, in
     conformance with the provisions of the Uniform Commercial Code.

     FORECLOSURE, Maintain a Judicial suit for foreclosure and sale of the
     Collateral.

     TRANSFER TITLE, Effect transfer of title upon sale of all or part of the
     Collateral. For this purpose, Grantor irrevocably 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 then one) as
     shall be necessary or reasonable.

     OTHER RIGHTS AND REMEDIES. Have and exercise any or all of the rights and
     remedies of a secured creditor under the provisions of the Uniform
     Commercial Code, at law, in equity, or otherwise.

     APPLICATION OF PROCEEDS. Apply any cash which is part of the Collateral,
     or which is received front the collection or sale of the Collateral, to
     reimbursement of any expenses, including any costs for registration of
     securities, commissions incurred in connection with a sale, Lender's
     reasonable attorneys' fees and court costs, whether or not there is a
     lawsuit and including any fees on appeal, incurred by Lender in connection
     with the collection and sale of such Collateral and to the payment of the
     Indebtedness of Grantor to Lender, with any excess funds to be paid to
     Grantor as the interests of Grantor may appear. Grantor agrees, to the
     extent permitted by law, to pay any deficiency after application of the
     proceeds of the Collateral to the Indebtedness.

     ELECTION OF REMEDIES. Except as may be prohibited by applicable law, all of
     Lender's rights and remedies, whether evidenced by this Agreement, the
     Related Documents, 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.

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; EXPANSES. Grantor agrees to pay upon demand all of
     Lender's costs and expenses, including Lender's reasonable attorneys' fees
     and Lender's legal expanses, 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 expanses include Lender's reasonable attorneys' foes
     and legal expanses 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 BEAN 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 County, Grantor agrees upon Lender's
     request to submit to the jurisdiction of the courts of Lubbock County,
     State of Texas.

     NO 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 solo 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, if mailed,
     when deposited in the United Slates 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.

     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 by way of forbearance or
     extension without releasing Grantor from the obligations of this Agreement
     or liability under the Indebtedness.

     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:

     AGREEMENT. The word "Agreement" moans this Commercial Pledge Agreement, as
     this Commercial Pledge Agreement may be amended or modified from time to
     time, together with all exhibits and schedules attached to this Commercial
     Pledge Agreement from time to time.

     BORROWER. The word "Borrower" means WESTECH CAPITAL CORP. and includes all
     co-signers and co-makers signing the Note.

     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 WESTECH CAPITAL CORP..

     GUARANTOR. The word "Guarantor" means any guarantor, surety, 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 or part of the

<PAGE>

                           COMMERCIAL PLEDGE AGREEMENT

LOAN NO: 656932                    (CONTINUED)                            PAGE 4

     Note.

     INCOME AND PROCEEDS. The words "Income and Proceeds" mean all present and
     future income, proceeds, earnings, Increases, and substitutions from or for
     the Collateral of every kind and nature, Including without limitation all
     payments, Interest, profits, distributions, benefits, rights, options,
     warrants, dividends, stock dividends, stock splits, stock rights,
     regulatory dividends, subscriptions, monies, claims for money due and to
     become due, proceeds of any insurance on the Collateral, shares of stock of
     different par value or no par value Issued in substitution or exchange for
     shares Included in the Collateral, and all other property Grantor Is
     entitled to receive on account of such Collateral, Including accounts,
     documents, Instruments, chattel paper, and general Intangibles.

     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
     Grantor 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 $2,500,000.00 dated February 17, 2004, together
     with all renewals of, extensions of, modifications of, refinancings of,
     consolidations of, and substitutions for the note or credit agreement.

     OBLIGOR. The word "Obligor" means without limitation any and all persons
     obligated to pay money or to perform some other act under the Collateral.

     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 "Rotated 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.

GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL PLEDGE
AGREEMENT AND AGREES TO ITS TERMS, THIS AGREEMENT IS DATED FEBRUARY 17, 2004.

GRANTOR:

WESTECH CAPITAL CORP.

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