<PAGE>   1

                                                                   EXHIBIT 10.18

                            [FIRST UNITED BANK LOGO]

                                PROMISSORY NOTE

<TABLE>
<CAPTION>
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       PRINCIPAL         LOAN DATE         MATURITY         LOAN NO        CALL      COLLATERAL     ACCOUNT    OFFICER    INITIALS
<S>                    <C>               <C>                <C>            <C>       <C>            <C>        <C>        <C>
     $1,500,000.00       06-07-2000       12-01-2000         655028         4A           20                      RCB
----------------------------------------------------------------------------------------------------------------------------------
                            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.
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

BORROWER:  WESTECH CAPITAL CORP., A NEW YORK      LENDER:  FIRST UNITED BANK
           CORPORATION (TIN: 13-3577716)                   6604 FRANKFORD AVENUE
           2700 VIA FORTUNE SUITE 400                      P O BOX 16500
           AUSTIN, TX 78746                                LUBBOCK, TX 79424

<TABLE>
<S>                                   <C>                             <C>
PRINCIPAL AMOUNT: $1,500,000.00         INITIAL RATE: 10.500%          DATE OF NOTE: JUNE 7, 2000
</TABLE>

PROMISE TO PAY. WESTECH CAPITAL CORP., A NEW YORK CORPORATION ("BORROWER")
PROMISES TO PAY TO FIRST UNITED BANK ("LENDER"), OR ORDER, IN LAWFUL MONEY OF
THE UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF ONE MILLION FIVE HUNDRED
THOUSAND & 00/100 DOLLARS ($1,500,000.00) OR SO MUCH AS MAY BE OUTSTANDING,
TOGETHER WITH INTEREST ON THE UNPAID OUTSTANDING PRINCIPAL BALANCE OF EACH
ADVANCE. INTEREST SHALL BE CALCULATED FROM THE DATE OF EACH ADVANCE UNTIL
REPAYMENT OF EACH ADVANCE OR MATURITY, WHICHEVER OCCURS FIRST.

CHOICE OF USURY CEILING AND INTEREST RATE. The interest rate on this Note has
been implemented under the "Weekly Rate" as referred to in Section 303.201 of
the Texas Finance Code and Articles 1D.002 and 1D.003 of the Texas Credit Title.
The terms, including the rate, or index, formula, or provision of law used to
compute the rate on the Note, will be subject to revision as to current and
future balances, from time to time by notice from Lender in compliance with
Section 303.403 of the Texas Finance Code.

PAYMENT. BORROWER WILL PAY THIS LOAN ON DEMAND, OR IF NO DEMAND IS MADE, IN ONE
PAYMENT OF ALL OUTSTANDING PRINCIPAL PLUS ALL ACCRUED UNPAID INTEREST ON
DECEMBER 1, 2000. IN ADDITION, BORROWER WILL PAY REGULAR QUARTERLY PAYMENTS OF
ACCRUED UNPAID INTEREST BEGINNING SEPTEMBER 7, 2000, AND ALL SUBSEQUENT INTEREST
PAYMENTS ARE DUE ON THE SAME DAY OF EACH QUARTER AFTER THAT. The annual interest
rate for this Note is computed on a 365/360 basis; that is, by applying the
ratio of the annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding, unless such calculation would result in a
usurious rate, in which case interest shall bed calculated on a per diem basis
of a year of 365 or 366 days, as the case may be. Borrower will pay Lender at
Lender's address shown above of at such other place as Lender may designate in
writing. Unless otherwise agreed or required by applicable law, payments will be
applied first to accrued unpaid interest, then to principal, and any remaining
amount to any unpaid collection costs and late charges. Notwithstanding any
other provision of this Note, Lender will not charge interest on any undisbursed
loan proceeds. No scheduled payment, whether of principal or interest or both,
will be due unless sufficient loan funds have been disbursed by the scheduled
payment date to justify payment.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes 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.
Borrower understands that Lender may make loans based on other rates as well.
The interest rate change will not occur more often than each day. THE INDEX
CURRENTLY IS 9.500% 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 1.000
PERCENTAGE POINT OVER THE INDEX, RESULTING IN AN INITIAL RATE OF 10.500% PER
ANNUM. NOTICE: Under no circumstances will the interest rate on this Note be
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 rate of interest permitted under federal or other law applicable to the
indebtedness evidenced by this Note, or (b) the "Weekly Rate" as referred to in
Section 303.201 of the Texas Finance Code and Articles 1D.002 and 1D.003 of the
Texas Credit Title.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
of accrued unpaid interest. Rather, they will reduce the principal balance due.

POST MATURITY RATE. The Post Maturity Rate on this Note is the maximum rate
allowed by applicable law. Borrower will pay interest on all sums due after
final maturity, whether by acceleration or otherwise, at that rate, with the
exception of any amounts added to the principal balance of this Note based on
Lender's payment of insurance premiums, which will continue to accrue interest
at the pre-maturity rate.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due, (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender, (c) Borrower defaults under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in
favor of any other creditor or person that materially affect any of Borrower's
property or Borrower's ability to repay this Note or perform Borrower's
obligations under this Note or any of the Related Documents, (d) Any
representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material respect either now or
at the time made or furnished, (e) Borrower becomes insolvent, a receiver is
appointed for any part of Borrower's property, Borrower makes an assignment for
the benefit of creditors, or any proceeding is commenced either by Borrower or
against Borrower under any bankruptcy or insolvency laws, (f) Any creditor tries
to take any of Borrower's property on or in which Lender has a lien or security
interest. This includes a garnishment of any of Borrower's accounts with Lender,
(g) Any guarantor dies or any of the other events described in this default
section occurs with respect to any guarantor of this Note, (h) A material
adverse change occurs in Borrower's financial condition, or Lender believes the
prospect of payment or performance of the indebtedness is impaired. (i) Lender
in good faith deems itself insecure.

If any default, other than a default in payment, is curable, it may be cured
(and no event of default will have occurred) if Borrower, after receiving
written notice from Lender demanding cure of such default: (a) cures the default
within fifteen (15) days; or (b) if the cure requires more than fifteen (15)
days, immediately [ILLEGIBLE] steps which Lender deems in Lender's sole
discretion to be sufficient to cure the default and thereafter continues and
completes all reasonable and necessary steps sufficient to produce compliance as
soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire indebtedness,
including the unpaid principal balance on this Note, all accrued unpaid
interest, and all other amounts, costs and expenses for which Borrower is
responsible under this Note or any other agreement with Lender pertaining to
this loan, immediately due, without notice, and then Borrower will pay that
amount. 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 actually incurred by Lender as court
costs, lawful fees for filing, recording, or releasing to any public office any
instrument securing this loan; the reasonable cost actually expended for
repossessing, storing, preparing for sale, and selling any security; and fees
for noting a lien on or transferring a certificate of title to any motor vehicle
offered as security for this loan, or premiums or identifiable charges received
in connection with the sale of authorized insurance. THIS NOTE HAS BEEN
DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF TEXAS. 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, THE STATE OF TEXAS. THIS NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND APPLICABLE
FEDERAL LAWS.

DISHONORED CHECK CHARGE. Borrower will pay a processing fee of $20.00 if any
check given by Borrower to Lender as a payment on this loan is dishonored.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without
limitation all accounts held jointly with someone else and all accounts.
Borrower may open in the future, excluding however all IRA and Keogh accounts,
and all trust accounts for which the grant of a security interest would be
prohibited by law. Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on this Note against any and
all such accounts.

COLLATERAL. This Note is secured by A SECURITY AGREEMENT FROM WESTECH CAPITAL
CORP., A NEW YORK CORPORATION AND TEJAS SECURITIES GROUP, INC. A TEXAS
CORPORATION TO FIRST UNITED BANK DATED 06/07/00 AND A PLEDGE AND SECURITY
AGREEMENT FROM TEJAS SECURITIES HOLDING COMPANY TO FIRST UNITED BANK DATED
06/07/00.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note may be requested orally by Borrower or by an authorized person. Lender
may, but need not, require that all oral requests be confirmed in writing. All
communications, instructions, or directions by telephone or otherwise to Lender
are to be directed to Lender's office shown above. The following party or
parties are authorized to request advances under the line of credit until Lender
receives from Borrower at Lender's address shown above written notice of
revocation of their authority: JOHN GORMAN, CHIEF EXECUTIVE OFFICER. Borrower
agrees to be liable for all sums either: (a) advanced in accordance with the
instructions of an authorized person or


<PAGE>   2
                                PROMISSORY NOTE
                                  (CONTINUED)

06-07-2000                                                                PAGE 2
LOAN NO 655028
================================================================================

(b) credited to any of Borrower's accounts with Lender. The unpaid principal
balance owing on this Note at any time may be evidenced by endorsements on this
Note or by Lender's internal records, including daily computer print-outs.
Lender will have no obligation to advance funds under this Note if: (a) Borrower
or any guarantor is in default under the terms of this Note or any agreement
that Borrower or any guarantor has with Lender, including any agreement made in
connection with the signing of this Note; (b) Borrower or any guarantor ceases
doing business or is insolvent; (c) any guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such guarantor's guarantee of this Note or
any other loan with Lender; (d) Borrower has applied funds provided pursuant to
this Note for purposes other than those authorized by Lender; or (e) Lender in
good faith deems itself insecure under this Note or any other agreement between
Lender and Borrower. THIS REVOLVING LINE OF CREDIT SHALL NOT BE SUBJECT TO
SEC.346 OF THE TEXAS FINANCE CODE.

PURPOSE OF LOAN. SHORT TERM WORKING CAPITAL SUPPORT.

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. In particular, this
section means (among other things) that 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 [ILLEGIBLE] 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
ceiling. Lender may delay or forgo enforcing any of its rights or remedies under
this Note without losing them. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest, 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.

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 AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:

WESTECH CAPITAL CORP., A NEW YORK CORPORATION


BY: COPY
   ----------------------------------------
    JOHN GORMAN, CHIEF EXECUTIVE OFFICER
<PAGE>   3
                            [FIRST UNITED BANK LOGO]

                         COMMERCIAL SECURITY AGREEMENT


<TABLE>
<CAPTION>
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  PRINCIPAL        LOAN DATE      MATURITY      LOAN NO.    CALL     COLLATERAL     ACCOUNT     OFFICER    INITIALS
<S>                <C>            <C>           <C>         <C>      <C>            <C>         <C>        <C>
$1,500,000.00      06-07-2000     12-01-2000      655028      4A          20                     RCB
--------------------------------------------------------------------------------------------------------------------
             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.
--------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<S>                                                                <C>
BORROWER:   WESTECH CAPITAL CORP., A NEW YORK                      LENDER:   FIRST UNITED BANK
            CORPORATION (TIN: 13-3577716)                                    6604 FRANKFORD AVENUE
            2700 VIA FORTUNE SUITE 400                                       P O BOX 16500
            AUSTIN, TX 78746                                                 LUBBOCK, TX 79424
--------------------------------------------------------------------------------------------------------------------
</TABLE>

THIS COMMERCIAL SECURITY AGREEMENT IS ENTERED INTO BETWEEN WESTECH CAPITAL
CORP., A NEW YORK CORPORATION (REFERRED TO BELOW AS "GRANTOR"); AND FIRST UNITED
BANK (REFERRED TO BELOW AS "LENDER"). 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.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.

     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.

     COLLATERAL. The word "Collateral" means the following described property of
     Grantor, whether now owned or hereafter acquired, whether now existing or
     hereafter arising, and wherever located:

          ALL ACCOUNTS, TOGETHER WITH THE FOLLOWING SPECIFICALLY DESCRIBED
          PROPERTY: 4,808,555 SHARES OF TEJAS SECURITIES GROUP, INC.,
          CERTIFICATE NUMBER 78

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

          (a) All accessions, accessories, increases, and additions to and all
          replacements of and substitutions for any property described above.

          (b) All products and produce of any of the properly described in this
          Collateral section.

          (c) All accounts, general intangibles, instruments, rents, monies,
          payments, and all other rights, arising out of a sale, lease, 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.

          (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.

     EVENT OF DEFAULT. The words "Event of Default" mean and include without
     limitation any of the Events of Default set forth below in the section
     titled "Event of Default."

     GRANTOR. The word "Grantor" means WESTECH CAPITAL CORP., A NEW YORK
     CORPORATION, its successors and assigns.

     GUARANTOR. The word "Guarantor" means and includes without limitation each
     and all of the guarantors, sureties, and accommodation parties in
     connection with the indebtedness.

     INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by
     the Note, including all principal and earned 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 or credit agreement dated June 7,
     2000, in the principal amount of $1,500,000.00 from WESTECH CAPITAL CORP.,
     A NEW YORK CORPORATION to Lender, together with all renewals of, extensions
     of, modifications of, refinancings of, consolidations of and substitutions
     for the note or credit agreement.

     RELATED DOCUMENTS. The words "Related Documents" mean and include without
     limitation all promissory notes, credit agreements, loan agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the indebtedness.

RIGHT OF SETOFF. Grantor hereby grants Lender a contractual security interest in
and hereby assigns, conveys, delivers, pledges, and transfers all of Grantor's
right, title and interest in and to Grantor's accounts with Lender (whether
checking, savings, or some other account), including all accounts held jointly
with someone else and all accounts Grantor may open in the future, excluding,
however, all IRA and Keogh accounts, and all trust accounts for which the grant
of a security interest would be prohibited by law. Grantor authorizes Lender, to
the extent permitted by applicable law, to charge or setoff all indebtedness
against any and all such accounts.

OBLIGATIONS OF GRANTOR. Grantor warrants and covenants to Lender as follows:

     PERFECTION OF SECURITY INTEREST. Grantor agrees to execute such 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. Grantor hereby appoints Lender as its irrevocable
     attorney-in-fact for the purpose of executing any documents necessary to
     perfect or to continue the security interest granted in this Agreement.
     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. Grantor promptly will notify Lender before any change in
     Grantor's name including any change to the assumed business names of
     Grantor. THIS IS A CONTINUING SECURITY AGREEMENT AND WILL CONTINUE IN
     EFFECT EVEN THOUGH ALL OR ANY PART OF THE INDEBTEDNESS IS PAID IN FULL AND
     EVEN THOUGH FOR A PERIOD OF TIME GRANTOR MAY NOT BE INDEBTED TO LENDER.

     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.

     ENFORCEABILITY OF COLLATERAL. To the extent the Collateral consists of
     accounts, chattel paper, or general intangibles, the Collateral is
     enforceable in accordance with its terms, is genuine, and complies with
     applicable laws 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 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
     theretofore shipped or delivered pursuant to a contract of sale, or for
     services theretofore performed by Grantor with or for the account debtor;
     there shall be no setoffs or counterclaims against any such account; and no
     agreement under which any deductions or discounts may be claimed shall have
     been made with the account debtor except those disclosed to Lender in
     writing.

     REMOVAL OF COLLATERAL. Grantor shall keep the Collateral (or to the extent
     the Collateral consists of intangible property such as accounts, the
     records concerning the Collateral) at Grantor's address shown above, or at
     such other locations as are acceptable to Lender. Except in the ordinary
     course of its business, including the sales of inventory, Grantor shall not
     remove the Collateral from its existing locations without the prior written
     consent of Lender. To the extent that the Collateral consists of vehicles,
     or other titled property, Grantor shall not take or permit any action which
     would require application for certificates of title for the vehicles
     outside the State of Texas, without the prior written consent of Lender.
<PAGE>   4
06-07-2000                COMMERCIAL SECURITY AGREEMENT                   PAGE 2
LOAN NO 655028                     (CONTINUED)
================================================================================
     TRANSACTIONS INVOLVING COLLATERAL. Except for inventory sold or accounts
     collected in the ordinary course of Grantor's business, 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 it 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.

     COLLATERAL SCHEDULES AND LOCATIONS. As often as Lender shall require, and
     insofar as the Collateral consists of accounts, Grantor shall deliver to
     Lender schedules of such Collateral, including such information as Lender
     may require, including without limitation names and addresses of account
     debtors and agings of accounts. Such information shall be submitted for
     Grantor and each of its subsidiaries or related companies.

     MAINTENANCE AND INSPECTION OF COLLATERAL. Grantor shall maintain all
     tangible Collateral in good condition and repair. Grantor will not commit
     or permit damage to or destruction of the Collateral or any part of the
     Collateral. Lender and its designated representatives and agents shall have
     the right at all reasonable times to examine, inspect, and audit the
     Collateral wherever located. Grantor shall immediately notify Lender of all
     cases involving the return, rejection, repossession, loss or damage of or
     to any Collateral; of any request for credit or adjustment or of any other
     dispute arising with respect to the Collateral; and generally of all
     happenings and events affecting the Collateral or the value or the amount
     of the Collateral.

     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. If the Collateral is subjected to a lien which is
     not discharged within fifteen (15) days, Grantor shall deposit with Lender
     cash, a sufficient corporate surety bond or other security satisfactory to
     Lender in an amount adequate to provide for the discharge of the lien plus
     any interest, costs, attorneys' fees or other charges that could accrue as
     a result of foreclosure or sale of the Collateral. 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.

     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. 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 for the generation, manufacture, storage,
     transportation, treatment, disposal, release or threatened release of any
     hazardous waste or substance, as those terms are defined in 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 to any of the foregoing. The terms "hazardous waste" and
     "hazardous substance" shall also include, without limitation, petroleum and
     petroleum by-products or any fraction thereof and asbestos. The
     representations and warranties contained herein are based on Grantor's due
     diligence in investigating the Collateral for hazardous wastes and
     substances. Grantor hereby (a) 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 such laws, and (b) 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, coverages and basis reasonably
     acceptable to Lender. GRANTOR MAY FURNISH THE REQUIRED INSURANCE WHETHER
     THROUGH EXISTING POLICIES OWNED OR CONTROLLED BY GRANTOR OR THROUGH
     EQUIVALENT INSURANCE FROM ANY INSURANCE COMPANY AUTHORIZED TO TRANSACT
     BUSINESS IN THE STATE OF TEXAS. If Grantor fails to provide any required
     insurance or fails to continue such insurance in force, Lender may, but
     shall not be required to, do so at Grantor's expense, and the cost of the
     insurance will be added to the Indebtedness. If any such insurance is
     procured by Lender at a rate or charge not fixed or approved by the State
     Board of Insurance, Grantor will be so notified, and Grantor will have the
     option for five (5) days of furnishing equivalent insurance through any
     insurer authorized to transact business in Texas. 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 coverages will not be cancelled or diminished without at
     least ten (10) 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 Lender 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 it if 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 held 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 in
     sufficient, 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: (a) the name of the
     Insurer; (b) the risks insured; (c) the amount of the policy; (d) the
     property insured; (e) the then current value on the basis of which
     insurance has been obtained and the manner of determining that value; and
     (f) 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.

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

EXPENDITURES BY LENDER. If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without limitation
all taxes, liens, security interests, encumbrances, and other claims, at any
time levied or placed on the Collateral. Lender also may (but shall not be
obligated to) pay all costs for insuring, maintaining and preserving the
Collateral. All such expenditures incurred or paid by Lender for such purposes
will then bear interest at the Note rate from the date incurred or paid by
Lender to the date of ????? by Grantor. All such expenses shall become a part of
the Indebtedness and, at Lender's option, will (a) be payable on demand, (b) be
???????? to the balance of the Note and be apportioned ???????? and be
payable with any installment payments
<PAGE>   5
06-07-2000               COMMERCIAL SECURITY AGREEMENT                   PAGE 3
LOAN NO 655028                    (CONTINUED)

===============================================================================

to become due during either (i) the term of any applicable insurance policy or
(ii) the remaining form of the Note, or (c) be treated as a balloon payment
which will be due and payable at the Note's maturity. This 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 the occurrence of an
Event of Default.

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

     DEFAULT ON INDEBTEDNESS. Failure of Grantor to make any payment when due
     on the indebtedness.

     OTHER DEFAULTS. Failure of Grantor 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 in any other agreement between Lender and
     Grantor.

     DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any Grantor default
     under any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or
     person that may materially affect any of Borrower's property or Borrower's
     or any Grantor's ability to repay the Loans or perform their respective
     obligations under this Agreement or any of the Related Documents.

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

     DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related
     Documents ceases to be in full force and effect (including failure of any
     collateral documents 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 the Collateral or any other collateral securing
     the indebtedness. This includes a garnishment of any of Grantor's 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 any Guarantor of any of the Indebtedness or such Guarantor dies
     or becomes incompetent. Lender, at its option, may, but shall not be
     required to, permit the Guarantor's estate to assume unconditionally the
     obligations arising under the guaranty in a manner satisfactory to Lender,
     and, in doing so, cure the Event of Default.

     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, deems itself insecure.

     RIGHT TO CURE. If any default, other than a Default on Indebtedness, is
     curable and if Grantor has not been given prior notice of a breach of the
     same provision of this Agreement, it may be cured (and no Event of Default
     will have occurred) if Grantor, after Lender sends written notice
     demanding cure of such default, (a) cures the default within fifteen (15)
     days; or (b), if the cure requires more than fifteen (15) days,
     immediately initiates stops 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 Texas Uniform Commercial Code. In addition and
     without limitation, Lender may exercise any one or more of the following
     rights and remedies:

     ACCELERATE INDEBTEDNESS. Lender may declare the entire indebtedness
     immediately due and payable, without notice.

     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 its
     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 reasonable notice of the time after which any
     private sale or any other intended disposition of the Collateral is to be
     made. 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. To the extent permitted by applicable law, Lender shall
     have the following rights and remedies regarding the appointment of a
     receiver: (a) Lender may have a receiver appointed as a matter of right,
     (b) the receiver may be an employee of Lender and may serve without bond,
     and (c) all fees of the receiver and his or her attorney shall become 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.

     COLLECT REVENUES, APPLY ACCOUNTS. Lender, either itself or through a
     receiver, may collect the payments, rents, income, and revenue from the
     Collateral. Lender may at any time in its discretion transfer any
     Collateral into its own name or that of its nominee 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, choses in action, or similar property, Lender
     may demand, collect, receipt for, sells, 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 Grantor for any deficiency remaining
     on the Indebtedness due to Lender after application of all amounts received
     from the exercise of the rights provided in this Agreement. Grantor shall
     be liable for a deficiency even if the transaction described in this
     subsection is a sale of accounts or chattel paper.

     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.

     CUMULATIVE REMEDIES. All of Lender's rights and remedies, whether
     evidenced by this Agreement or 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 to 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 of parties sought to be charged or bound by the alteration or
     amendment.

     APPLICABLE LAW. This Agreement has been delivered to Lender and accepted
     by Lender in the State of Texas. If there is a lawsuit, Grantor agrees upon
     Lender's request to submit to the jurisdiction of the courts of the State
     of Texas. This Agreement shall be governed by and construed in accordance
     with the laws of the State of Texas and applicable Federal laws.

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

     CAPTION HEADINGS. Caption headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the
<PAGE>   6
06-07-2000               COMMERCIAL SECURITY AGREEMENT                   PAGE 4
LOAN NO 655028                    (CONTINUED)
================================================================================

provisions of this Agreement.

NOTICES. All notice required to be given under this Agreement shall be given in
writing, may be sent by telefacsimile (unless otherwise required by law), and
shall be effective when actually delivered or when deposited with a nationally
recognized overnight courier or deposited in the United States mail, first
class, postage prepaid, addressed to the party to whom the notice is to be given
at the address shown above. 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. To the extent
permitted by applicable law, if there is more than one Grantor, notice to any
Grantor will constitute notice to all Grantors. For notice purposes, Grantor
will keep Lender informed at all times of Grantor's current address(es).

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

SEVERABILITY. If a court or competent jurisdiction finds any provision of this
Agreement to be invalid or unenforceable as to any person or circumstance, such
finding shall not render that provision invalid or unenforceable as to any other
persons or circumstances. If feasible, any such offending provision shall be
deemed to be modified to be within the limits of enforceability or validity;
however, if the offending provision cannot be so modified, it shall be stricken
and all other provisions of this Agreement in all other respects shall remain
valid and enforceable.

SUCCESSOR INTERESTS. Subject to the limitations set forth above on transfer of
the Collateral, this Agreement shall be binding upon and inure to the benefit of
the parties, their successors and assigns.

WAIVER. 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.

PURPOSE OF LOAN. SHORT TERM WORKING CAPITAL SUPPORT.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JUNE 7,
2000.


GRANTOR:

WESTECH CAPITAL CORP., A NEW YORK CORPORATION

By: /s/ JOHN GORMAN
    ------------------------------------
    JOHN GORMAN, CHIEF EXECUTIVE OFFICER


<PAGE>   7
                            [FIRST UNITED BANK LOGO]

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
PRINCIPAL       LOAN DATE     MATURITY      LOAN NO    CALL   COLLATERAL   ACCOUNT  OFFICER   INITIALS
<S>             <C>           <C>           <C>        <C>    <C>          <C>      <C>       <C>
$1,500,000.00   06-07-2000    12-01-2000    655028      4A        20                  RCB
------------------------------------------------------------------------------------------------------

  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.
------------------------------------------------------------------------------------------------------
</TABLE>

BORROWER: WESTECH CAPITAL CORP., A NEW YORK   LENDER: FIRST UNITED BANK
          CORPORATION (TIN: 13-3577716)               6604 FRANKFORD AVENUE
          2700 VIA FORTUNE SUITE 400                  P.O. BOX 18500
          AUSTIN, TX 78746                            LUBBOCK, TX 79424

GRANTOR:  TEJAS SECURITIES GROUP HOLDING COMPANY (TIN: )
          2700 VIA FORTUNE SUITE 400
          AUSTIN, TX 78746

================================================================================

THIS COMMERCIAL PLEDGE AND SECURITY AGREEMENT IS ENTERED INTO AMONG WESTECH
CAPITAL CORP., A NEW YORK CORPORATION (REFERRED TO BELOW AS "BORROWER"); TEJAS
SECURITIES GROUP HOLDING COMPANY (REFERRED TO BELOW AS "GRANTOR"); AND FIRST
UNITED BANK (REFERRED TO BELOW AS "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.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement:

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

     BORROWER. The word "Borrower" means each and every person or only signing
     the Note, including without limitation WESTECH CAPITAL CORP., A NEW YORK
     CORPORATION.

     COLLATERAL. The word "Collateral" means the following specifically
     described properly, which Grantor has delivered or agrees to deliver (or
     cause to be delivered or appropriate book-entries made) immediately to
     Lender, together with all Income and Proceeds as described below:

          4008555.000 SHARES OF TEJAS SECURITIES GROUP, INC., CERTIFICATE
          NUMBER 76

     In addition, the word "Collateral" includes all property of Grantor, in the
     possession of Lender (or in the possession of a third party subject to the
     control of Lender), whether now or hereafter existing and whether tangible
     or intangible in character, including without limitation each of the
     following:

          (a) ALL PROPERTY TO WHICH LENDER ACQUIRES TITLE OR DOCUMENTS OF TITLE.

          (b) ALL PROPERTY ASSIGNED TO LENDER.

          (c) ALL PROMISSORY NOTES, BILLS OF EXCHANGE, STOCK CERTIFICATES,
          BONDS, SAVINGS PASSBOOKS, TIME CERTIFICATES OF DEPOSIT, INSURANCE
          POLICIES, AND ALL OTHER INSTRUMENTS AND EVIDENCES OF AN OBLIGATION.

          (d) ALL RECORDS RELATING TO ANY OF THE PROPERTY DESCRIBED IN THIS
          COLLATERAL SECTION, WHETHER IN THE FORM OF A WRITING, MICROFILM,
          MICROFICHE, OR ELECTRONIC MEDIA.

     EVENT OF DEFAULT. The words "Event of Default" mean and include without
     limitation any of the Events of Default set forth below in the section
     titled "Events of Default."

     GRANTOR. The word "Grantor" means TEJAS SECURITIES GROUP HOLDING COMPANY.
     Any Grantor who signs this Agreement, but does not sign the Note, is
     signing this Agreement only to grant a security interest in Grantor's
     interest in the Collateral to Lender and is not personally liable under
     the Note except as otherwise provided by contract or law (e.g., personal
     liability under a guaranty or as a surety).

     GUARANTOR. The word "Guarantor" means and includes without limitation each
     and all of the guarantors, supplies, and accommodation parties in
     connection with the indebtedness.

     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, distributions, 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, including all principal and earned interest, together with all
     other indebtedness and costs and expenses for which Borrower or 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 or credit agreement dated June 7,
     2000, in the principal amount of $1,500,000.00 from Borrower to Lender,
     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 and includes without limitation any and
     all persons or entities obligated to pay money or to perform some other
     act under the Collateral.

     RELATED DOCUMENTS. The words "Related Documents" mean and include without
     limitation all promissory notes, credit agreements, loan agreements,
     environmental agreements, guaranties, security agreements, mortgages,
     deeds of trust, and all other instruments, agreements and documents,
     whether now or hereafter existing, executed in connection with the
     indebtedness.

BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise required under this
Agreement or by applicable law, (a) Borrower agrees that Lender need not tell
Borrower about any action or inaction Lender takes in connection with this
Agreement; (b) Borrower assumes the responsibility for being and keeping
informed about the Collateral; and (c) Borrower waives any defenses that may
arise because of any action or inaction of Lender, including without limitation
any failure of Lender to realize 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 Grantor, Borrower, 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.

If now or hereafter (a) Borrower shall be or become insolvent, and (b) the
indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Grantor hereby forever waives and relinquishes in favor of
Lender and Borrower, and their respective successors, any claim or right to
payment Grantor may now have or hereafter have or acquire against Borrower, by
subrogation or otherwise, so that at no time shall Grantor be

<PAGE>   8
06-07-2000           COMMERCIAL PLEDGE AND SECURITY AGREEMENT             PAGE 2
LOAN NO 655028                     (CONTINUED)

================================================================================

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.

RIGHT OF SETOFF. Grantor hereby grants Lender a contractual security interest
in and hereby assigns, conveys, delivers, pledges, and transfers all of
Grantor's right, title and interest in and to Grantor's accounts with Lender
(whether checking, savings, or some other account), including all accounts held
jointly with someone also and all accounts Grantor may open in the future,
excluding, however, all IRA and Keogh accounts, and all Trust Accounts for which
the grant of a security interest would be prohibited by law. Grantor authorizes
Lender, to the extent permitted by applicable law, to charge or setoff all
indebtedness against any and all such accounts.

GRANTOR'S 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.

     BINDING EFFECT. This Agreement is binding upon Grantor, as well as
     Grantor's heirs, successors, representatives and assigns, and is legally
     enforceable in accordance with its terms.

     NO FURTHER ASSIGNMENT. Grantor has not, and will 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
     contained in the Collateral which are to be performed by Grantor, if any.

     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.

LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO COLLATERAL. Lender may hold the
Collateral until all the indebtedness has been paid and satisfied and
thereafter may deliver the Collateral to any Grantor. Lender shall have the
following rights in addition to all other rights it 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
     payment of any liens or claims against the Collateral. Lender may charge
     any cost incurred in so doing to Grantor.

     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 (a) extend time for payment or other
     performance, (b) grant a renewal or change in terms or conditions, or (c)
     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 and whether or not the office or branch where the
     indebtedness is created is aware of or relies upon the Collateral.

     COLLECTION OF COLLATERAL. Lender, at Lender's option may, but need not,
     collect directly from the Obligors on any of the Collateral all income and
     Proceeds of other sums of money and other property due and to become due
     under the Collateral, and Grantor authorizes and directs the Obligors, if
     Lender exercises such option, to pay and deliver to Lender all Income and
     Proceeds and other sums of money and other property payable by the terms
     of 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 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 request of Lender, 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 request of Lender, Grantor will sign and deliver any
     writings necessary to perfect Lender's security interest. If 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 or to
     continue the security interest granted in this Agreement. This is a
     continuing Security Agreement and will continue in effect even though all
     or any part of the Indebtedness is paid in full and even though for a
     period of time Borrower may not be indebted to Lender.

EXPENDITURES BY LENDER. If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without
limitation all taxes, liens, security interests, encumbrances, and other
claims, at any time levied or placed on the Collateral. Lender also may (but
shall not be obligated to) pay all costs for insuring, maintaining and
preserving the Collateral. All such expenditures incurred or paid by Lender for
such purposes will then bear interest at the Note rate from the date incurred
or paid by Lender to the date of repayment by Grantor. All such expenses shall
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 (i) the
form of any applicable insurance policy or (ii) 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. This 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 the occurrence of an Event of 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 [ILLEGIBLE] calls, conversions, exchanges,
offers, lenders, or similar mailers 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.

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

     DEFAULT ON INDEBTEDNESS. Failure of Borrower to make any payment when due
     on the indebtedness.

     OTHER DEFAULTS. Failure of Borrower or Grantor 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 failure of Borrower
     to comply with or to perform any form, obligation, covenant or condition
     contained in any other agreement between Lender and Borrower.

     DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any Grantor default
     under any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or
     person that may materially affect any of Borrower's property or Borrower's
     or any Grantor's ability to repay the Loans or perform their respective
     obligations under this Agreement or any of the Related Documents.

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

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

     INSOLVENCY. The dissolution or termination of Borrower or Grantor's
     existence as a going business, the insolvency of Borrower or Grantor, the
     appointment of a receiver for any part of Borrower or Grantor's property,
     any assignment for the benefit of creditors, any type of creditor
     workout, or the commencement at any proceeding under any bankruptcy or
     insolvency laws by or against Borrower or Grantor.
<PAGE>   9
06-07-2000          COMMERCIAL PLEDGE SECURITY AGREEMENT                  PAGE 3
LOAN NO 655028                    (CONTINUED)
================================================================================

     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 the Collateral or any other collateral
     securing the indebtedness. This includes a garnishment of any of Borrower
     or Grantor's 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 this 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 surely 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.

     DETERIORATION OF COLLATERAL VALUE. The market value of the Collateral falls
     below 3,000,000, and Borrower or Grantor does not, by the close of business
     on the next business day after Lender has sent written notice to Borrower
     or Grantor of the deterioration, either (a) reduce the amount of the
     indebtedness to the amount required by Lender or (b) increase the cash
     value of Collateral to the amount required by Lender by lodging with Lender
     additional collateral security acceptable to Lender.

     EVENT AFFECTING GUARANTOR. Any of the preceding events occurs with respect
     to any Guarantor of any of the indebtedness or such Guarantor dies or
     becomes incompetent. Lender, at its option, may, but shall not be required
     to, permit the Guarantor's estate to assume unconditionally the obligations
     arising under the guaranty in a manner satisfactory to Lender, and, in
     doing so, cure the Event of Default.

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

     INSECURITY. Lender, in good faith, deems itself insecure.

     RIGHT TO CURE. If any default, other than a Default on indebtedness, is
     curable and if Borrower or Grantor has not been given a prior notice of a
     breach of the same provision of this Agreement, it may be cured (and no
     Event of Default will have occurred) if Borrower or Grantor, after Lender
     sends written notice demanding cure of such default, (a) cures the default
     within fifteen (15) days; or (b), if the cure requires more than fifteen
     (15) days, immediately initiating 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
     opinion 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, or any of them, notice at least ten (10) days in advance of the
     time and place of any public sale, or of the date after which any private
     sale may be made. Grantor agrees that any requirement of reasonable notice
     is satisfied if Lender mails notice by ordinary mail addressed to Grantor,
     or any of them, 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 country 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.

     REGISTER SECURITIES. Register any securities included in the Collateral in
     Lender's name and exercise any rights normally incident to the ownership of
     securities.

     SELL SECURITIES. Sell any securities included in the Collateral in a manner
     consistent with applicable federal and state securities laws,
     notwithstanding any other provision of this or any other agreement. If,
     because of restrictions under such laws, Lender is or believes it is unable
     to sell the securities in an open market transaction, Grantor agrees that
     Lender shall have no obligation to delay sale until the securities can be
     registered, and 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, and such a sale shall 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 or Rule 144) or state securities departments under state "Blue Sky" laws,
     or if Borrower or Grantor is an affiliate of the issuer of the securities,
     Borrower and Grantor agree that neither Grantor nor any agent of Grantor
     will sell or dispose of any securities of such issuer without obtaining
     Lender's prior written consent.

     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 its
     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, attorney fees
     as provided below, 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.

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

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.

     APPLICABLE LAW. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY
     LENDER IN THE STATE OF TEXAS. IF THERE IS A LAWSUIT, AND IF THE TRANSACTION
     EVIDENCED BY THIS AGREEMENT OCCURRED IN LUBBOCK COUNTY, BORROWER AND
     GRANTOR AGREE UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE
     COURTS OF LUBBOCK COUNTY, THE STATE OF TEXAS. THIS AGREEMENT SHALL BE
     GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
     AND APPLICABLE FEDERAL LAWS.

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

     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.

     NOTICES. All notices required to be given under this Agreement shall be
     given in writing, may be sent by telefacsimile (unless otherwise required
     by law), and shall be effective when actually delivered or when deposited
     with a nationally recognized overnight courier or deposited in the United
     States mail, first class, postage prepaid, addressed to the party to whom
     the notice is to be given at the address shown above. 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. To the extent permitted by applicable law,
     if there is more than one Borrower or Grantor, notice to any Borrower or
     Grantor will constitute notice to all Borrower and Grantors. For notice
     purposes, Borrower and Grantor will keep Lender informed at all times of
     Borrower and Grantor's current address(es).

     SEVERABILITY. If a court of competent jurisdiction finds any provision of
     this Agreement to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances. If feasible, any
     such offending provision shall be deemed to be modified to be within the
     limits of enforceability or validity; however, if the offending provision
     cannot be so modified, it shall be stricken and all other provisions of
     this Agreement in all other respects shall remain valid and enforceable.

     SUCCESSOR INTERESTS. Subject to the limitations set forth above on transfer
     of the Collateral, this Agreement shall be binding upon and inure to the
     benefit of the parties, their successors and assigns.

     WAIVER. Lender shall not be deemed to have waived any rights under this
     Agreement unless such waiver is given in writing and signed by
<PAGE>   10
06-07-2000           COMMERCIAL PLEDGE AND SECURITY AGREEMENT             Page 4
Loan No 655028                      (Continued)

================================================================================

         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 all cases such consent may be granted or withhold in the
         sole discretion of Lender.

BORROWER AND GRANTOR ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS PLEDGE
AND SECURITY AGREEMENT, AND BORROWER AND GRANTOR AGREE TO ITS TERMS. THIS
AGREEMENT IS DATED JUNE 7, 2000.

BORROWER:

WESTECH CAPITAL CORP., A NEW YORK CORPORATION

By:
   -------------------------------------------------
   JOHN GORMAN, CHIEF EXECUTIVE OFFICER

GRANTOR:

TEJAS SECURITIES GROUP HOLDING COMPANY

By:
   -------------------------------------------------
   JOHN GORMAN, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
<PAGE>   11
                            [FIRST UNITED BANK LOGO]

                          COMMERCIAL SECURITY AGREMENT

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
PRINCIPAL          LOAN DATE     MATURITY    LOAN NO    CALL   COLLATERAL   ACCOUNT   OFFICER  INITIALS
<S>                <C>           <C>         <C>        <C>    <C>          <C>       <C>      <C>

$1,600,000.00      06-07-2000    12-01-2000  655028     4A     20                     RCB
--------------------------------------------------------------------------------------------------------
References in the shaded are for Lender's use only and do not limit the applicability of this
                    document to any particular loan or lien.
</TABLE>

BORROWER: WESTECH CAPITAL CORP., A NEW YORK   LENDER: FIRST UNITED BANK
          CORPORATION (TIN: 13-3577716)               6604 FRANKFORD AVENUE
          2700 VIA FORTUNE SUITE 400                  P O BOX 16500
          AUSTIN, TX 78746                            LUBBOCK, TX 79424


GRANTOR:  TEJAS SECURITIES GROUP, INC., A TEXAS CORPORATION (TIN 74-2696352)
          2700 VIA FORTUNE SUITE 400
          AUSTIN, TX 78746

-----------------------------------------------------------------------------

THIS COMMERCIAL, SECURITY AGREEMENT IS ENFORCED INFO AMONG WESTECH CAPITAL
CORP., A NEW YORK CORPORATION (REFERRED TO BELOW AS "BORROWER"); TEJAS
SECURITIES GROUP, INC., A TEXAS CORPORATION (REFERRED TO BELOW AS "GRANTOR");
AND FIRST UNITED BANK (REFERRED TO BELOW AS "LENDER"). 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.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.

     AGREEMENT. The word "Agreement" means this Commercial Security Agreement,
     as the 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 each and every person or entity signing
     the Note, including without limitation WESTECH CAPITAL CORP., A NEW YORK
     CORPORATION.

     COLLATERAL. The word "Collateral" means the following described property of
     Grantor, whether now owned or hereafter acquired, whether now existing or
     hereafter arising, and wherever located:

          ALL ACCOUNTS

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

          (a) All accessions, accessories, increases, and additions to and all
          replacements of and substitutions for any property described above.

          (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, 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.

          (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.

     EVENT OF DEFAULT. The words "Event of Default" mean and include without
     limitation any of the Events of Default set forth below in the section
     titled "Events of Default."

     GRANTOR. The word "Grantor" means TEJAS SECURITIES GROUP, INC., A TEXAS
     CORPORATION. Any Grantor who signs this Agreement, but does not sign the
     Note, is signing this Agreement only to grant a security interest in
     Grantor's interest in the Collateral to Lender and is not personally liable
     under the Note except as otherwise provided by contract or law (e.g.,
     personal liability under a guaranty or as a surety).

     INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by
     the Note, including all principal and earned interest, together with all
     other indebtedness and costs and expenses for which Grantor or 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 or credit agreement dated June 7,
     2000, in the principal amount of $1,500,000.00 from Borrower to Lender,
     together with all renewals of, extensions of, modifications of,
     refinancings of, consolidations of and substitutions for the note or credit
     agreement.

     RELATED DOCUMENTS. The words "Related Documents" mean and include without
     limitation all promissory notes, credit agreements, loan agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments, agreements and documents, whether now
     or hereafter existing, excluded in connection with the indebtedness.

BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise required under
this Agreement or by applicable law, (a) Borrower agrees that Lender need not
tell Borrower about any action or inaction Lender takes in connection with this
Agreement; (b) Borrower assumes the responsibility for being and keeping
informed about the Collateral; and (c) Borrower waives any defenses that may
arise because of any action or inaction of Lender, including without limitation
any failure to 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 Grantor, Borrower, 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.

If now or hereafter (a) Borrower shall be or become insolvent, and (b) the
indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Grantor hereby forever waives and relinquishes in favor of
Lender and Borrower, and their respective successors, any claim or right to
payment Grantor may now have or hereafter have or acquire against Borrower, by
subrogation or otherwise, so that at no time shall Grantor 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.

RIGHT OF SETOFF. Grantor hereby grants Lender a contractual security interest
in and hereby assigns, conveys, delivers, pledges, and transfers all of
Grantor's right, title and interest in and to Grantor's accounts with Lender
(whether checking, savings, or some other account), including all accounts held
jointly with someone else and all accounts Grantor may open in the future,
excluding, however, all IRA and Keogh accounts, and all trust accounts for
which the grant of a security interest would be prohibited by law. Grantor
authorizes Lender, to the extent permitted by applicable law, to charge or
setoff all indebtedness against any and all such accounts.







<PAGE>   12
06-07-2000               COMMERCIAL SECURITY AGREEMENT                  PAGE 2
LOAN NO 655028                    (CONTINUED)

================================================================================

OBLIGATIONS OF GRANTOR. Grantor warrants and covenants to Lender as follows:

     PERFECTION OF SECURITY INTEREST. Grantor agrees to execute such 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. Grantor hereby appoints Lender as its irrevocable
     attorney-in-fact for the purpose of executing any documents necessary to
     perfect or to continue the security interest granted in this Agreement.
     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. Grantor promptly will notify Lender before any change in
     Grantor's name including any change to the assumed business names of
     Grantor. THIS IS A CONTINUING SECURITY AGREEMENT AND WILL CONTINUE IN
     EFFECT EVEN THOUGH ALL OR ANY PART OF THE INDEBTEDNESS IS PAID IN FULL AND
     EVEN THOUGH FOR A PERIOD OF TIME BORROWER MAY NOT BE INDEBTED TO LENDER.

     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 no prohibit any
     term or condition of this Agreement.

     ENFORCEABILITY OF COLLATERAL. To the extent the Collateral consists of
     accounts, chattel paper, or general intangibles, the Collateral is
     enforceable in accordance with its terms, is genuine, and complies with
     applicable laws 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 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
     theretofore shipped or delivered pursuant to a contract of sale, or for
     services theretofore performed by Grantor with or for the account debtor;
     there shall be no setoffs or counterclaims against any such account; and no
     agreement under which any deductions or discounts may be claimed shall have
     been made with the account debtor except those disclosed to Lender in
     writing.

     REMOVAL OF COLLATERAL. Grantor shall keep the Collateral (or to the extent
     the Collateral consists of intangible property such as accounts, the
     records concerning the Collateral) at Grantor's address shown above, or at
     such other locations as are acceptable to Lender. Except in the ordinary
     course of its business, including the sales of inventory, Grantor shall not
     remove the Collateral from its existing locations without the prior written
     consent of Lender. To the extent that the Collateral consists of vehicles,
     or other titled property, Grantor shall not take or permit any action which
     would require application for certificates of title for the vehicles
     outside the State of Texas, without the prior written consent of Lender.

     TRANSACTIONS INVOLVING COLLATERAL. Except for inventory sold or accounts
     collected in the ordinary course of Grantor's business, 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 it 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.

     COLLATERAL SCHEDULES AND LOCATIONS. As often as Lender shall require, and
     insofar as the Collateral consists of accounts, Grantor shall deliver to
     Lender schedule of such Collateral, including such information as Lender
     may require, including without limitation names and addresses of account
     debtors and agings of accounts. Such information shall be submitted for
     Grantor and each of its subsidiaries or related companies.

     MAINTENANCE AND INSPECTION OF COLLATERAL. Grantor shall maintain all
     tangible Collateral in good condition and repair. Grantor will not commit
     or permit damage to or destruction of the Collateral or any part of the
     Collateral. Lender and its designated representatives and agents shall have
     the right at all reasonable times to examine, inspect, and audit the
     Collateral wherever located. Grantor shall immediately notify Lender of all
     cases involving the return, rejection, repossession, loss or damage of or
     to any Collateral; of any request for credit or adjustment or of any other
     dispute arising with respect to the Collateral; and generally of all
     happenings and events affecting the Collateral or the value of the amount
     of the Collateral.

     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
     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. If the Collateral is subjected to a lien which is
     not discharged within fifteen (15) days, Grantor shall deposit with Lender
     cash, a sufficient corporate surety bond or other security satisfactory to
     Lender in an amount adequate to provide for the discharge of the lien plus
     any interest, costs, attorneys' fees or other charges that could accrue as
     a result of foreclosure or sale of the Collateral. In any contest Grantor
     shall defend itself and Lender and shall satisfy an 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.

     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. 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 for the generation, manufacture, storage,
     transportation, treatment, disposal, release or threatened release of any
     hazardous waste or substance, as those terms are defined in 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 Resources Conservation and Recovery Act, 42 U.S.C. Section 6901,
     et seq., or other applicable state or Federal laws, rules, or regulations
     adopted pursuant to any of the foregoing. The terms "hazardous waste" and
     "hazardous substance" shall also include, without limitation, petroleum and
     petroleum by-products or any fraction thereof and asbestos. The
     representations and warranties contained herein are based on Grantor's due
     diligence in investigating the Collateral for hazardous wastes and
     substances. Grantor hereby (a) 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 such laws, and (b) 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, coverages and basis reasonably
     acceptable to Lender. GRANTOR MAY FURNISH THE REQUIRED INSURANCE WHETHER
     THROUGH EXISTING POLICIES OWNED OR CONTROLLED BY GRANTOR OR THROUGH
     EQUIVALENT INSURANCE FROM ANY INSURANCE COMPANY AUTHORIZED TO TRANSACT
     BUSINESS IN THE STATE OF TEXAS. If Grantor fails to provide any required
     insurance or fails to continue such insurance in force, Lender may, but
     shall not be required to, do so at Grantor's expense, and the cost of the
     insurance will be added to the indebtedness. If any such insurance is
     procured by Lender at a rate or charge not fixed or approved by the State
     Board of Insurance, Grantor will be so notified, and Grantor will have the
     option for five (5) days of furnishing equivalent insurance through any
     insurer authorized to transact business in Texas. 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 coverages will not be cancelled or diminished without at
     least ten (10) 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 Lender 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 it 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 held 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 from 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
<PAGE>   13
6-07-2000                  COMMERCIAL SECURITY AGREEMENT                  PAGE 3
LOAN NO 655028                      (CONTINUED)
================================================================================
     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: (a) the name of the
     insurer; (b) the risks insured; (c) the amount of the policy; (d) the
     property insured; (e) the then current value on the basis of which
     insurance has been obtained and the manner of determining that value; and
     (f) 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 of replacement cost of the Collateral.

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

EXPENDITURES BY LENDER. If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without limitation
all taxes, liens, security interests, encumbrances, and other claims, at any
time levied or placed on the Collateral. Lender also may (but shall not be
obligated to) pay all costs for insuring, maintaining and preserving the
Collateral. All such expenditures incurred or paid by Lender for such purposes
will then bear interest at the Note rate from the date incurred or paid by
Lender to the date of repayment by Grantor. All such expenses shall 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 (i) the term of any
applicable insurance policy or (ii) 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. This 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 the occurrence of an Event of Default.

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

     DEFAULT ON INDEBTEDNESS. Failure of Borrower to make any payment when due
     on the Indebtedness.

     OTHER DEFAULTS. Failure of Grantor or Borrower 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 failure of Borrower to
     comply with or to perform any term, obligation, covenant or condition
     contained in any other agreement between Lender and Borrower.

     DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any Grantor default
     under any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or
     person that may materially affect any of Borrower's property or Borrower's
     or any Grantor's ability to repay the Loans or perform their respective
     obligations under this Agreement or any of the Related Documents.

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

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

     INSOLVENCY. The dissolution or termination of Grantor or Borrower's
     existence as a going business, the insolvency of Grantor or Borrower, the
     appointment of a receiver for any part of Grantor or 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 Grantor or 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 Grantor or Borrower or
     by any governmental agency against the Collateral or any other collateral
     securing the Indebtedness. This includes a garnishment of any of Grantor or
     Borrower's deposit accounts with Lender. However, this Event of Default
     shall not apply if there is a good faith dispute by Grantor or Borrower as
     to the validity or reasonableness of the claim which is the basis of the
     creditor or forfeiture proceeding and if Grantor or Borrower gives Lender
     written notice of the creditor or forfeiture proceeding and deposits with
     Lender monies or a surety bond for the creditor or forfeiture proceeding,
     in an amount determined by Lender, in its sole discretion, as being an
     adequate reserve or bond for the dispute.

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

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

     INSECURITY. Lender, in good faith, deems itself insecure.

     RIGHT TO CURE. If any default, other than a Default on indebtedness, is
     curable and if Grantor or Borrower has not been given a prior notice of a
     breach of the same provision of this Agreement, it may be cured (and no
     Event of Default will have occurred) if Grantor or Borrower, after Lender
     sends written notice demanding cure of such default, (a) cures the default
     within fifteen (15) days; or (b), if the cure requires more than fifteen
     (15) 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 Texas Uniform Commercial Code. In addition and without
limitation, Lender may exercise any one or more of the following rights and
remedies:

     ACCELERATE INDEBTEDNESS. Lender may declare the entire Indebtedness
     immediately due and payable, without notice.

     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 its 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 reasonable notice of the time after which any private sale or any
     other intended disposition of the Collateral is to be made. 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. To the extent permitted by applicable law, Lender shall
     have the following rights and remedies regarding the appointment of a
     receiver: (a) Lender may have a receiver appointed as a matter of right,
     (b) the receiver may be an employee of Lender and may serve without bond,
     and (c) all fees of the receiver and his or her attorney shall become 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.

     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 its discretion transfer any
     Collateral into its own name or that of its nominee 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, choses 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
<PAGE>   14
06-07-2000              COMMERCIAL SECURITY AGREEMENT                     PAGE 4
LOAN NO 655028                   (CONTINUED)
================================================================================

     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 liens 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 received 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 challal
     pupor.

     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.

     CUMULATIVE REMEDIES. All of Lender's rights and remedies, whether evidenced
     by this Agreement or 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 or Borrower under this Agreement, after Grantor or
     Borrower's failure to perform, shall not affect Lender's right to declare a
     default and to 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.

     APPLICABLE LAW. This Agreement has been delivered to Lender and accepted
     by Lender in the State of Texas. If there is a lawsuit, Grantor and
     Borrower agree upon Lender's request to submit to the jurisdiction of the
     courts of the State of Texas. This Agreement shall be governed by and
     construed in accordance with the laws of the State of Texas and applicable
     Federal laws.

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

     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.

     NOTICES. All notices required to be given under this Agreement shall be
     given in writing, may be sent by telefacsimile (unless otherwise required
     by law), and shall be effective when actually delivered or when deposited
     with a nationally recognized overnight courier or deposited in the United
     States mail, first class, postage prepaid, addressed to the party to whom
     the notice is to be given at the address shown above. 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. To the extent permitted by applicable law,
     if there is more than one Grantor or Borrower, notice to any Grantor or
     Borrower will constitute notice to all Grantor and Borrowers. For notice
     purposes, Grantor and Borrower will keep Lender informed at all times of
     Grantor and Borrower's current address(es).

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

     SEVERABILITY. If a court of competent jurisdiction finds any provision of
     this Agreement to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances. If feasible, any
     such offending provision shall be deemed to be modified to be within the
     limits of enforceability or validity; however, if the offending provision
     cannot be so modified, it shall be stricken and all other provisions of
     this Agreement in all other respects shall remain valid and enforceable.

     SUCCESSOR INTERESTS. Subject to the limitations set forth above on
     transfer of the Collateral, this Agreement shall be binding upon and inure
     to the benefit of the parties, their successors and assigns.

     WAIVER. 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.

BORROWER AND GRANTOR ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS
COMMERCIAL SECURITY AGREEMENT, AND BORROWER AND GRANTOR AGREE TO ITS TERMS.
THIS AGREEMENT IS DATED JUNE 7, 2000.

BORROWER:

WESTECH CAPITAL CORP., A NEW YORK CORPORATION

BY:
    -------------------------------------------------
    JOHN GORMAN, CHIEF EXECUTIVE OFFICER

GRANTOR:

TEJAS SECURITIES GROUP, INC., A TEXAS CORPORATION

BY:
    -------------------------------------------------
    JOHN GORMAN, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
<PAGE>   15
                                 [FIRST 1 LOGO]

                            BUSINESS LOAN AGREEMENT

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
  PRINCIPAL        LOAN DATA     MATURITY      LOAN NO      CALL      COLLATERAL   ACCOUNT   OFFICER   INITIALS
<S>                <C>          <C>             <S>          <C>         <C>        <C>        <C>       <C>
$1,500,000.00    06-07-2000     12-01-2000      655028       4A          20                    RCB
----------------------------------------------------------------------------------------------------------------
  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.
----------------------------------------------------------------------------------------------------------------
</TABLE>

BORROWER: WESTECH CAPITAL CORP., A NEW YORK      LENDER: FIRST UNITED BANK
          CORPORATION (TIN: 13-3577716)                  6604 FRANKFORD AVENUE
          2700 VIA FORTUNE SUITE 400                     P O BOX 16500
          AUSTIN, TX 78746                               LUBBOCK, TX 79424
--------------------------------------------------------------------------------

THIS BUSINESS LOAN AGREEMENT BETWEEN WESTECH CAPITAL CORP., A NEW YORK
CORPORATION ("BORROWER") AND FIRST UNITED BANK ("LENDER") IS MADE AND EXECUTED
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 AND
OTHER FINANCIAL ACCOMMODATIONS, INCLUDING THOSE WHICH MAY BE DESCRIBED ON ANY
EXHIBIT OR SCHEDULE ATTACHED TO THIS AGREEMENT. ALL SUCH LOANS AND FINANCIAL
ACCOMMODATIONS, TOGETHER WITH ALL FUTURE LOANS AND FINANCIAL ACCOMMODATIONS FROM
LENDER TO BORROWER, ARE REFERRED TO IN THIS AGREEMENT INDIVIDUALLY AS THE
"LOAN" AND COLLECTIVELY AS THE "LOANS." 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 SHALL REMAIN SUBJECT TO THE FOLLOWING TERMS AND
CONDITIONS OF THIS AGREEMENT.

TERM. This Agreement shall be effective as of June 7, 2000, and shall continue
thereafter until all indebtedness of Borrower to Lender has been performed in
full and the parties terminate this Agreement in writing.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.

     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., A NEW YORK
     CORPORATION. The word "Borrower" also includes, as applicable, all
     subsidiaries and affiliates of Borrower as provided below in the paragraph
     titled "Subsidiaries and Affiliates."

     CERCLA. The word "CERCLA" means the Comprehensive Environmental Response,
     Compensation, and Liability Act of 1980, as amended.

     CASH FLOW. The words "Cash Flow" mean net income after taxes, and exclusive
     of extraordinary gains and income, plus depreciation and amortization.

     COLLATERAL. The Word "Collateral" means and includes without limitation 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, deed of trust, assignment, pledge, 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.

     DEBT. The word "Debt" means all of Borrower's liabilities excluding
     Subordinated Debt.

     ERISA. The word "ERISA" means the Employee Retirement Income Security Act
     of 1974, as amended.

     EVENT OF DEFAULT. The words "Event of Default" mean and include without
     limitation any of the Events of Default set forth below in the section
     titled "EVENTS OF DEFAULT."

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

     GUARANTOR. The word "Guarantor" means and includes without limitation each
     and all of the guarantors, sureties, and accommodation parties in
     connection with any indebtedness.

     INDEBTEDNESS. The word "Indebtedness" means and includes without limitation
     all Loans, together with all other obligations, debts and liabilities of
     Borrower to Lender, or any one or more of them, as well as all claims by
     Lender against Borrower, or any one or more of them; whether now or
     hereafter existing, voluntary or involuntary, due or not due, absolute or
     contingent, liquidated or unliquidated; whether Borrower may be liable
     individually or jointly with others; whether Borrower may be obligated as a
     guarantor, surety, or otherwise.

     LENDER.  The word "Lender" means FIRST UNITED BANK, its successors and
     assigns.

     LIQUID ASSETS. The words "Liquid Assets" mean Borrower's cash on hand plus
     Borrower's readily marketable securities.

     LOAN. The word "Loan" or "Loans" means and includes without limitation any
     and all commercial 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 and includes without limitation Borrower's
     promissory note or notes, if any, evidencing Borrower's Loan obligations
     in favor of Lender, as well as any substitute, replacement or refinancing
     note or notes therefor.

     PERMITTED LIENS. The words "Permitted Liens" mean: (a) liens and security
     interests securing Indebtedness owed by Borrower to Lender; (b) liens for
     taxes, assessments, or similar charges either not yet due or being
     contested in good faith; (c) 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;
     (d) purchase money liens or purchase money security interests upon or in
     any properly acquired or held 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"; (e) liens and security interests which, as of
     the date of this Agreement, have been disclosed to and approved by the
     Lendor in writing; and (f) 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 and include without
     limitation all promissory notes, credit agreements, loan agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

     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 and include without
     limitation any type of collateral security, whether in the form of a lien,
     charge, mortgage, deed of trust, assignment, pledge, 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.

     SARA. The word "SARA" means the Superfund Amendments and Reauthorization
     Act of 1988 as now or hereafter amended.

     SUBORDINATED DEBT. The words "Subordinated Debt" mean Indebtedness and
     liabilities of Borrower which have been subordinated by written agreement
     to Indebtedness owed by Borrower to Lender in form and substance
     acceptable to Lender.

     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.

     WORKING CAPITAL. The words "Working Capital" mean Borrower's current
     assets, excluding prepaid expenses, less Borrower's current liabilities.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Loan Advance and each subsequent Loan 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

<PAGE>   16

06-07-2000                  BUSINESS LOAN AGREEMENT                      PAGE 2
LOAN NO 655028                    (CONTINUED)
===============================================================================

Documents.

     LOAN DOCUMENTS. Borrower shall provide to Lender in form satisfactory to
     Lender the following documents for the Loan: (a) the Note, (b) Security
     Agreements granting to Lender security interests in the Collateral, (c)
     Financing Statements protecting Lender's Security Interests; (d) evidence
     of insurance as required below; and (e) any other documents required under
     this Agreement or by Lender or its counsel, including without limitation
     any guaranties described below.

     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, and such other authorizations and other documents and
     instruments as Lender or its counsel, in their sole discretion, 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.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date 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 which is duly organized, validly
     existing, and in good standing under the laws of the State of New York and
     is validly existing and in good standing in all states in which Borrower is
     doing business. Borrower has the full power and authority to own its
     properties and to transact the businesses in which it is presently engaged
     or presently proposes to engage. Borrower also is duly qualified as a
     foreign corporation and is in good standing in all states in which the
     failure to so qualify would have a material adverse effect on its
     businesses or financial condition.

     AUTHORIZATION. The execution, delivery, and performance of this Agreement
     and all Related Documents by Borrower, to the extent to be executed,
     delivered or performed by Borrower, have been duly authorized by all
     necessary action by Borrower; do not require the consent or approval of any
     other person, regulatory authority or governmental body; and do not
     conflict with, result in a violation of, or constitute a default under (a)
     any provision of its articles of incorporation or organization, or bylaws,
     or any agreement or other instrument binding upon Borrower or (b) any law,
     governmental regulation, court decree, or order applicable to Borrower.

     FINANCIAL INFORMATION. Each financial statement of Borrower 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
     obligations except as disclosed in such financial statements.

     LEGAL EFFECT. This Agreement constitutes, and any instrument or agreement
     required hereunder to be given by Borrower 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. The terms "hazardous waste," "hazardous substance,"
     "disposal," "release," and "threatened release," as used in this Agreement,
     shall have the same meanings as set forth in the "CERCLA," "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 to any of the foregoing. Except as disclosed to and
     acknowledged by Lender in writing, Borrower represents and warrants that:
     (a) During the period of Borrower's ownership of the properties, there has
     been no use, generation, manufacture, storage, treatment, disposal, release
     or threatened release of any hazardous waste of substance by any person on,
     under, about or from any of the properties, (b) Borrower has no knowledge
     of, or reason to believe that there has been (i) any use, generation,
     manufacture, storage, treatment, disposal, release, or threatened release
     of any hazardous waste or substance on, under, about or from the properties
     by any prior owners or occupants of any of the properties, or (ii) any
     actual or threatened litigation or claims of any kind by any person
     relating to such matters, (c) Neither Borrower nor any tenant, contractor,
     agent or other authorized user of any of the properties shall use,
     generate, manufacture, store, treat, dispose of, or release any hazardous
     waste or substance on, under, about or from any of the properties; and any
     such activity shall be conducted in compliance with all applicable federal,
     state, and local laws, regulations, and ordinances, including without
     limitation those laws, regulations and ordinances described above. Borrower
     authorizes Lender and its agents to enter upon the properties to make such
     inspections and tests as Lender may deem appropriate to determine
     compliance of the properties 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 to 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 properties for hazardous
     waste and hazardous substances. Borrower hereby (a) 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
     (b) agrees to indemnify and hold harmless Lender against any and all
     claims, losses, liabilities, damages, penalties, and 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 properties. The provisions of this
     section of the Agreement, including the obligation to indemnify, shall
     survive the payment of the indebtedness and the termination or expiration
     of this Agreement and shall not be affected by Lender's acquisition of any
     interest in any of the properties, 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 writing.

     TAXES. To the best of Borrower's knowledge, all tax returns and reports of
     Borrower 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 directly
     or indirectly securing repayment of Borrower's Loan and Note and all of the
     Related Documents are binding upon Borrower as well as upon Borrower's
     successors, representatives and assigns, and are legally enforceable in
     accordance with their respective forms.

     COMMERCIAL PURPOSES. Borrower intends to use the Loan proceeds solely for
     business or commercial related purposes.

     EMPLOYEE BENEFIT PLANS. Each employee benefit plan as to which Borrower may
     have any liability complies in all material respects with all applicable
     requirements of law and regulations, and (i) no Reportable Event nor
     Prohibited Transaction (as defined in ERISA) has occurred with respect to
     any such plan, (ii) Borrower has not withdrawn from any such plan or
     initiated steps to do so, (iii) no steps have been taken to terminate any
     such plan, and (iv) there are no unfunded liabilities other than those
     previously disclosed to Lender in writing.

     LOCATION OF BORROWER'S OFFICES AND RECORDS. Borrower's place of business,
     or Borrower's Chief executive office, if Borrower has more than one place
     of business, is located at 2700 VIA FORTUNE SUITE 400, AUSTIN, TX 78748.
     Unless Borrower has designated otherwise in writing this location is also
     the office or offices where Borrower keeps its records concerning the
     Collateral.

     INFORMATION. All information heretofore or contemporaneously herewith
     furnished by Borrower to Lender for the purposes of or in connection with
     this Agreement or any transaction contemplated hereby is, and all
     information hereafter furnished by or on behalf of Borrower to Lender will
     be, true and accurate in every material respect on the date as of which
     such information is dated or certified; and none of such information is or
     will be incomplete by omitting to state any material fact necessary to make
     such information not misleading.

     SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and agrees
     that Lender, without independent investigation, is relying upon the above
     representations and warranties in extending Loan Advances to Borrower.
     Borrower further agrees that the foregoing representations and warranties
     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.
<PAGE>   17

06-07-2000                  BUSINESS LOAN AGREEMENT                       PAGE 3
LOAN NO 655028                   (CONTINUED)

================================================================================

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, while
this Agreement is in effect, Borrower will:

     LITIGATION. Promptly inform Lender in writing of (a) all material adverse
     changes in Borrower's financial condition, and (b) 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
     generally accepted accounting principles, 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, as soon as available, but in no
     event later than one hundred twenty (120) 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, and, as
     soon as available, but in no event later than sixty (60) days after the end
     of each fiscal quarter, Borrower's balance sheet and profit and loss
     statement for the period ended, prepared and certified as correct to the
     best knowledge and belief by Borrower's chief financial officer or other
     officer or person acceptable to Lender. All financial reports required to
     be provided under this Agreement shall be prepared in accordance with
     generally accepted accounting principles, applied on a consistent basis,
     and certified by Borrower as being true and correct.

     ADDITIONAL INFORMATION. Furnish such additional information and statements,
     lists of assets and liabilities, agings of receivables and payables,
     inventory schedules, budgets, forecasts, tax returns, and other reports
     with respect to Borrower's financial condition and business operations as
     Lender may request from time to time.

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

          TANGIBLE NET WORTH. Maintain a minimum Tangible Net Worth of not less
          than $4,000,000.00.

          WORKING CAPITAL. Maintain Working Capital in excess of $3,500,000.00.
          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 such insurance as Lender may require with
          respect to Borrower's properties and operations, in form, amounts, and
          coverages reasonably acceptable to Lender. BORROWER MAY FURNISH THE
          REQUIRED INSURANCE WHETHER THROUGH EXISTING POLICIES OWNED OR
          CONTROLLED BY BORROWER OR THROUGH EQUIVALENT INSURANCE FROM ANY
          INSURANCE COMPANY AUTHORIZED TO TRANSACT BUSINESS IN THE STATE OF
          TEXAS. If Borrower fails to provide any required insurance or fails to
          continue such insurance in force, Lender may, but shall not be
          required to, do so at Borrower's expense, and the cost of the
          insurance will be added to the indebtedness. If any such insurance is
          procured by Lender at a rate or charge not fixed or approved by the
          State Board of Insurance, Borrower will be so notified, and Borrower
          will have the option for five (5) days of furnishing equivalent
          insurance through any insurer 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 an
          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 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: (a) the
     name of the insurer; (b) the risks insured; (c) the amount of the policy;
     (d) the properties insured; (e) the then current property values on the
     basis of which insurance has been obtained, and the manner of determining
     those values; and (f) 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
     spelled out in those guaranties.


                    GUARANTOR                          AMOUNT
                    ---------                          ------
                    JOHN GORMAN                        Unlimited

     OTHER AGREEMENTS. Comply with all forms 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. Provided however, Borrower will not be required to pay
     and discharge any such assessment, tax, charge, levy, lien or claim so long
     as (a) the legality of the same shall be contested in good faith by
     appropriate proceedings, and (b) Borrower shall have established on its
     books adequate reserves with respect to such contested assessment, tax,
     charge, levy, lien, or claim in accordance with generally accepted
     accounting practices. Borrower, upon demand of Lender, will furnish to
     Lender evidence of payment of the assessments, taxes, charges, levies,
     liens and claims and will authorize the appropriate governmental official
     to deliver to Lender at any time a written statement of any assessments,
     taxes, charges, levies, liens and claims against Borrower's properties,
     income, or profits.

     PERFORMANCE. Perform and comply with all terms, conditions, and provisions
     set forth in this Agreement and in the Related Documents in a timely
     manner, and promptly notify Lender if Borrower learns of the occurrence of
     any event which constitutes an Event of Default under this Agreement or
     under any of the Related Documents.

     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 and in compliance with all applicable
     federal, state and municipal laws, ordinances, rules and regulations
     respecting its properties, charters, businesses and operations, including
     without limitation, compliance with the Americans With Disabilities Act and
     with all minimum funding standards and other requirements of ERISA and
     other laws applicable to Borrower's employee benefit plans.

     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 CERTIFICATE. Unless waived in writing by Lender, provide Lender
     at least annually and at the time of each disbursement of Loan proceeds
     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 all environmental protection federal, state and local laws, statutes,
     regulations and ordinances; not cause or permit to exist, as a result of an
     intentional or unintentional action or omission on its 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, 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.

NEGATIVE COMMENTS: Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent
of Lender:

     INDEBTEDNESS AND LIENS. (a) Except for trade debt incurred in the normal
     course of business and indebtedness to Lender contemplated by this
     Agreement, create, incur or assume indebtedness for borrowed money,
     including capital leases, (b) except as allowed as a Permitted Lien, sell,
     transfer, mortgage, assign, pledge, lease, grant a security interest in, or
     encumber any of Borrower's assets, or (c) sell with recourse any of



<PAGE>   18
06-07-2000             BUSINESS LOAN AGREEMENT                            PAGE 4
LOAN NO 655028                   (CONTINUED)

================================================================================

Borrower's accounts, except to Lender.

CONTINUITY OF OPERATIONS. (a) Engage in any business activities substantially
different than those in which Borrower is presently engaged, (b) cease
operations, liquidate, merge, transfer, acquire or consolidate with any other
entity, change ownership, change its name, dissolve or transfer or sell
Collateral out of the ordinary course of business, (c) pay any dividends on
Borrower's stock (other than dividends payable in its stock), 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 stock of Borrower, or (d) purchase or relied any of Borrower's outstanding
shares or alter or amend Borrower's capital structure.

LOANS, ACQUISITIONS AND GUARANTIES. (a) Loan, invest in or advance money or
assets, (b) purchase, create or acquire any interest in any other enterprise or
entity, or (c) incur any obligation as surety or guarantor other than in the
ordinary course of business.

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 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; (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.

ADDITIONAL PROVISIONS. BORROWING RESTRICTIONS--BORROWER WILL HAVE AN ANNUAL 30
(THIRTY) DAY CLEAN UP PROVISIONS IN THE REVOLVING LINE OF CREDIT, MEANING THE
BORROWER WILL PAY DOWN THE LINE OF CREDIT TO A ZERO BALANCE FOR A CONTINUAL 30
(THIRTY) DAYS ANYTIME DURING THE NEXT 12 (TWELVE) MONTH PERIOD.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without
limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA and Kough accounts,
and all trust accounts for which the grant of a security interest 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.

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

     DEFAULT ON INDEBTEDNESS. Failure of Borrower to make any payment when due
     on the Loans.

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

     DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any Grantor default
     under any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or
     person that may materially affect any of Borrower's property or Borrower's
     or any Grantor's ability to repay the Loans or perform their respective
     obligations under this Agreement or any of the Related Documents.

     FALSE STATEMENTS. Any warranty, representation or statement made or
     furnished to Lender by or on behalf of Borrower or any Grantor under this
     Agreement or the Related Documents is false or misleading in any material
     respect at the time made or furnished, or become 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 Security
     Agreement to create a valid and perfected Security Interest) at any time
     and for any reason.

     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, any creditor
     of any Grantor against any collateral securing the indebtedness, or by any
     governmental agency. This includes a garnishment, attachment, or levy on or
     of any of Borrower's deposit accounts with Lender. However, this Event of
     Default shall not apply if there is a good full dispute by Borrower or
     Grantor, as the case may be, 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 furnishes reserves or a security bond for the
     creditor or forfeiture proceeding satisfactory to Lender.

     EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with respect
     to any Guarantor or 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. Lender, at its option, may, but
     shall not be required to, permit the Guarantor's estate to assume
     unconditionally the obligations arising under the guaranty in a manner
     satisfactory to Lender, and, in doing so, cure the 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
     indebtedness is impaired.

     INSECURITY. Lender, in good faith, deems itself insecure.

     RIGHT TO CURE. If any default, other than a Default on Indebtedness, is
     curable and if Borrower or Grantor, as the case may be, has not been given
     a notice of a similar default within the preceding twelve (12) months, it
     may be cured (and no Event of Default will have occurred) if Borrower or
     Grantor, as the case may be, after receiving written notice from Lender
     demanding cure of such default: (a) cures the default within fifteen (15)
     days; or (b) if the cure requires more than fifteen (15) days, immediately
     initiates stops 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.

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
Loan Advances or disbursements), and, at Lender's option, all indebtedness
immediately will become due 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 "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.

     APPLICABLE LAW. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED
BY LENDER IN THE STATE OF TEXAS. 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,
THE STATE OF TEXAS. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAWS.

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
Loans 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 herby
waives any rights to privacy it 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
Loans 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 participation interest and

<PAGE>   19
06-07-2000                    BUSINESS LOAN AGREEMENT                     PAGE 5
LOAN NO 655028                      (CONTINUED)

================================================================================

     unconditionally agrees that either Lender or such purchaser may enforce
     Borrower's obligation under the Loans irrespective of the failure or
     insolvency of any holder of any interest in the Loans. 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.

     COSTS AND EXPENSES. Except as otherwise limited by the Texas Credit Title
     and the Texas Finance Code, Borrower agrees to pay upon demand all of
     Lender's expense, including without limitation attorneys' fees, incurred in
     connection with the preparation, execution, enforcement, modification and
     collection of this Agreement or in connection with the Loans made pursuant
     to this Agreement. Lender may hire one or more attorneys to help collect
     the indebtedness if Borrower does not pay, and Borrower will pay Lender's
     reasonable attorneys' fees. Borrower also will pay Lender all other amounts
     actually incurred by the Lender as court costs, lawful fees for filing,
     recording, or releasing to any public office any instrument securing the
     indebtedness; the reasonable cost actually expended for repossessing,
     storing, preparing for sale, and selling any security; and fees for noting
     a lien on or transferring a certificate of title to any motor vehicle
     offered as security for the indebtedness, or premiums or identifiable
     charges received in connection with the sale of authorized insurance.

     NOTICES. All notices required to be given under this Agreement shall be
     given in writing, may be sent by telefacsimile (unless otherwise required
     by law), and shall be effective when actually delivered or when deposited
     with a nationally recognized overnight courier or deposited in the United
     States mail, first class, postage prepaid, addressed to the party to whom
     the notice is to be given at the address shown above. 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. To the extent permitted by applicable law,
     if there is more than one Borrower, notice to any Borrower will constitute
     notice to all Borrowers. For notice purposes, Borrower will keep Lender
     informed at all times of Borrower's current address(es).

     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 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, or any other Loan with Borrower, which would
     in any way or event (including demand, prepayment, or acceleration) cause
     Lender to charge or collect more for the Loan than the maximum Lender would
     be permitted to charge or collect by any applicable federal law or any
     applicable law of the State of Texas. Any such excess interest or
     unauthorized fee shall, instead of anything slated 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. The right to
     accelerate maturity of sums due under this Agreement 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 paid
     under this Agreement shall, to the extent permitted by applicable law, be
     amortized, prorated, allocated and spread throughout the full term of the
     loan evidenced by this Agreement until payment in full so that the rate or
     amount of interest on account of the loan evidenced by this Agreement does
     not exceed the applicable usury calling. When the term "interest" is used
     in the context of "payment of interest," it is the intent of the parties
     that all such references shall be to accrued and unpaid interest, and in no
     event will Borrower ever be required to pay unearned interest.

     SEVERABILITY. If a court of competent jurisdiction finds any provision of
     this Agreement to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances. If feasible, any
     such offending provision shall be deemed to be modified to be within the
     limits of enforceability or validity; however, if the offending provision
     cannot be so modified, it shall be stricken and all other provisions of
     this Agreement in all other respects shall remain valid and enforceable.

     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 herein shall include all subsidiaries and affiliates of Borrower.
     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 subsidiary or affiliate of Borrower.

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

     SURVIVAL. All warranties, representations, and covenants made by Borrower
     in this Agreement or in any certificate or other instrument delivered by
     Borrower to Lender under this Agreement shall be considered to have been
     relied upon by Lender and will survive the making of the Loan and delivery
     to Lender of the Related Documents, regardless of any investigation made by
     Lender or on Lender's behalf.

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

     WAIVER. 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
     obligations of Borrower or of any Grantor as to any future transactions.
     Whenever the counsel of Lender is required under this Agreement, the
     granting of such consent by Lender in any instance shall not constitute
     continuing consent in subsequent instances where such consent is required,
     and in all cases such consent may be granted or withheld in the sole
     discretion of Lender.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF JUNE
7, 2000.

BORROWER:

WESTECH CAPITAL CORP., A NEW YORK CORPORATION

By:
    -----------------------------------------
    JOHN GORMAN, CHIEF EXECUTIVE OFFICER

LENDER:

FIRST UNITED BANK

By:
    -----------------------------------------
    Authorized Officer
<PAGE>   20

                              COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
PRINCIPAL      LOAN DATE     MATURITY     LOAN NO.     CALL     COLLATERAL     ACCOUNT     OFFICER     INITIALS
                                                        4A         20                        RGB
<S>            <C>           <C>          <C>          <C>      <C>            <C>         <C>         <C>

---------------------------------------------------------------------------------------------------------------
References in the shaded area for Lender's use only and do not limit the applicability of this document to any
particular loan or lien.
---------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<S>         <C>                                                     <C>       <C>
Borrower:   WESTECH CAPITAL CORP., A NEW YORK                       Lender:   FIRST UNITED BANK
            CORPORATION (TIN: 13-3577716)                                     6604 FRANKFORD AVENUE
            2700 VIA FORTUNE SUITE 400                                        PO BOX 16500
            AUSTIN, TX 78746                                                  LUBBOCK, TX 79424

Guarantor:  JOHN GORMAN
            2700 VIA FORTUNE SUITE 400
            AUSTIN, TX 78748
</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., A NEW YORK CORPORATION ("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.

DEFINITIONS. The following words shall have the following meanings when used in
this Guaranty:

     BORROWER. The word "Borrower" means WESTECH CAPITAL, CORP., A NEW YORK
CORPORATION.

     GUARANTOR. The word "Guarantor" means JOHN GORMAN.

     GUARANTY. The word "Guaranty" means this Guaranty made by Guarantor for
the benefit of Lender dated June 7, 2000.

     INDEBTEDNESS. The word "Indebtedness" is used in its most comprehensive
sense and means and includes any and all of Borrower's liabilities, obligations,
debts, and indebtedness 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 surety; 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 viras, or
otherwise.

     LENDER. The word "Lender" means FIRST UNITED BANK, its successors and
assigns.

     RELATED DOCUMENTS. The words "Related Documents" mean and include without
limitation all promissory notes, credit agreements, loan agreements,
environmental agreements, guaranties, security agreements, mortgages, deeds of
trust and all other instruments, agreements and documents, whether now or
hereafter existing, executed in connection with the indebtedness.

NATURE OF GUARANTY. Guarantor's liability under this Guaranty shall be open and
continuous for so long as this Guaranty remains in force, Guarantor intends to
guarantee at all times, the performance and prompt payment when due, whether at
maturity or earlier by reason of acceleration or otherwise, of all indebtedness.
Accordingly, no payments made upon the indebtedness will discharge or diminish
the continuing liability of Guarantor in connection with any remaining portions
of the indebtedness or any of the indebtedness which subsequently arises or is
thereafter incurred or contracted.

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 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 other obligations of Guarantor
under this Guaranty shall have been performed in full. If Guarantor ???? 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 the address
of Lender 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 acknowledgement 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 the ??? of Guarantor as to
indebtedness created both before and after the death or incapacity of Guarantor,
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 received by Lender from
any one or more Guarantors shall not affect the liability of Guarantors under
this Guaranty. A revocation received by Lender 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 it is specifically acknowledged and
agreed by Guarantor that reductions in the amount of indebtedness, even to zero
dollars ($0.00), prior to written revocation of this Guaranty by Guarantor shall
not constitute a termination of this Guaranty. This Guaranty is binding upon
Guarantor and Guarantor's heirs, successors and assigns so 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 of 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 ???, 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 the 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 Guaranty; (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 the financial condition of Guarantor 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 in 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
???, 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 lending 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
<PAGE>   21
06-07-2000                       COMMERCIAL GUARANTY                      PAGE 2
LOAN NO 655028                       (CONTINUED)

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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.

If now or hereafter (a) Borrower shall be or become insolvent, and (b) the
indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor
of Lender and Borrower, and their 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 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
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.

LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff
against the moneys, securities or other property of Guarantor given to Lender
by law, Lender shall have, with respect to Guarantor's obligations to Lender
under this Guaranty and to the extent permitted by law, a contractual security
interest in and a right of setoff against, and Guarantor hereby assigns,
conveys, delivers, pledges, and transfers to Lender all of Guarantor's right,
title and interest in and to, all deposits, moneys, securities and other
property of Guarantor now or hereafter in the possession of or on deposit with
Lender, whether held in a general or special account or deposit, whether held
jointly with someone else, or whether held for safekeeping or otherwise,
excluding however all IRA, Keogh, and trust accounts. Every such security
interest and right of setoff may be exercised without demand upon or notice to
Guarantor. No security interest or right of setoff shall be deemed to have been
waived by any act or conduct on the part of Lender or by any neglect to
exercise such right of setoff or to enforce such security interest or by any
delay in so doing. Every right of setoff and security interest shall continue
in full force and effect until such right of setoff or security interest is
specifically waived or released by an instrument in writing executed by Lender.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the
indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be prior 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 hereby is 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.

    APPLICABLE LAW. This Guaranty has been delivered to Lender and accepted by
    Lender in the State of Texas. 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. This Guaranty shall be governed by and construed in
    accordance with the laws of the State of Texas and applicable Federal laws.

    ATTORNEYS' FEES. In addition to the amount of this Guaranty set forth
    above, Lender may hire an attorney to help enforce this Guaranty if
    Guarantor does not pay, and Guarantor will pay Lender's reasonable
    attorneys' fees. Guarantor also will pay Lender all other amounts actually
    incurred by Lender as court costs, lawful fees for filing, recording, or
    releasing to any public office any instrument securing this Guaranty; the
    reasonable cost actually expended for repossessing, storing, preparing for
    sale, and selling any security; and fees for noting a lien on or
    transferring a certificate of title to any motor vehicle offered as security
    for this Guaranty.

    NOTICES. All notices required to be given by either party to the other
    under this Guaranty shall be in writing, may be sent by telefacsimile
    (unless otherwise required by law), and, except for revocation notices by
    Guarantor, shall be effective when actually delivered or when deposited with
    a nationally recognized overnight courier, or when deposited in the United
    States mail, first class postage prepaid, addressed to the party to whom the
    notice is to be given at the address shown above or to such other addresses
    as either party may designate to the other in writing. All revocation
    notices by Guarantor shall be in writing and shall be effective only upon
    delivery to Lender as provided above in the section titled "DURATION OF
    GUARANTY." If there is more than one Guarantor, notice to any Guarantor will
    constitute notice to all Guarantors. For notice purposes, Guarantor agrees
    to keep Lender informed at all times of Guarantor's current address.

    INTERPRETATION. In all cases where there is more than one Borrower or
    Guarantor, then 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. 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. If a court of competent
    jurisdiction finds any provision of this Guaranty to be invalid or
    unenforceable as to any person or circumstance, such finding shall not
    render that provision invalid or unenforceable as to any other persons or
    circumstances, and all provisions of this Guaranty in all other respects
    shall remain valid and enforceable. If any one or more of Borrower or
    Guarantor are corporations or partnerships, it is not necessary for Lender
    to inquire into the powers of Borrower or Guarantor or of the officers,
    directors, partners, or agents, acting or purporting to act on their behalf,
    and any indebtedness made or created in reliance upon the professed exercise
    of such powers shall be guaranteed under this Guaranty.

    WAIVER. 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.
<PAGE>   22

06-07-2000                    COMMERCIAL GUARANTY                        PAGE 3
LOAN NO. 655028                   (CONTINUED)
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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 JUNE 7, 2000.

GUARANTOR:

X
 ---------------------------------
 JOHN GORMAN