Exhibit 10.1 Note Payble to Comerica Bank


     

    FIXED
      RATE-INSTALLMENT NOTE                                    Exhibit
      10.1


    
      	
              AMOUNT 

            	
              NOTE
                DATE 

            	
              MATURITY
                DATE 

            	
              TAX
                IDENTIFICATION # 

            
	
              $30,000.00 

            	
              April
                11, 2005 

            	
              April
                11, 2008 

            	
              75-2900905 

            


    

    


    For
      Value
      Received the undersigned promise(s) to pay to the order of Comerica
      Bank ,
      ("Bank") at any office of the Bank in the State of Texas
      , Thirty
      Thousand and no/100 Dollars
      (U.S.) in installments of $
      927.74 each
      Inclusive
      of interest
      on the unpaid principal balance from the date of this Note at the rate of
7.000
      %
      per
      annum until maturity whether by acceleration or otherwise, or until Default,
      as
      later defined, and after that at a default rate equal to the rate of interest
      otherwise prevailing under this Note plus 3% per annum (but in no event in
      excess of the Maximum Rate). Interest shall be calculated for the actual number
      of days the principal is outstanding on the basis of a 360-day year if this
      Note
      evidences a business or commercial loan or a 365-day year if a consumer loan.
      Installments of principal and accrued interest due under this Note shall be
      payable on the_11th day
      of
      each
      Month,
      commencing
      May
      11, 2005 ,
      and the
      entire remaining unpaid balance of principal and accrued interest shall be
      payable on the Maturity Date set forth above. If the frequency of principal
      and
      interest installments is not otherwise specified, installments of principal
      and
      interest due under this Note shall be payable monthly on the first day of each
      month. If this Note or any installment of principal or interest under this
      Note
      shall become payable on a day other than a day on which the Bank is open for
      business, this payment shall be extended to the next succeeding business day
      and
      interest shall be payable at the rate specified in this Note during this
      extension. A late installment charge equal to a reasonable amount not to exceed
      5% of each late installment may be charged on any installment payment not
      received by the Bank within 10 calendar days after the installment due date,
      but
      acceptance of payment of this charge shall not waive any Default under this
      Note.

    


    The
      term
      "Maximum Rate," as used herein, shall mean at the particular time in question
      the maximum nonusurious rate of interest which, under applicable law, may then
      be charged on this Note. If such maximum rate of interest changes after the
      date
      hereof, the Maximum Rate shall be automatically increased or decreased as the
      case may be, without notice to the undersigned from time to time as of the
      effective date of each change in such maximum rate. For purposes of determining
      the Maximum Rate under the law of the State of Texas, the applicable interest
      rate ceiling shall be the "weekly ceiling" from time to time in effect under
      Chapter 303 of the Texas Finance Code, as amended.

    


    The
      Bank
      does not have to accept any prepayment of principal under this Note except
      as
      described below or as required under applicable law. The undersigned may prepay
      principal of this Note in increments of $500.00 at any time as long as the
      Bank
      is provided written notice of the prepayment at least five business days prior
      to the date of prepayment. The notice of prepayment shall contain the following
      information: (a) the date of prepayment (the "Prepayment Date") and (b) the
      amount of principal to be prepaid. On the Prepayment Date the undersigned will
      pay to the Bank, in addition to the other amounts then due on this Note, the
      Prepayment Amount described below (unless the interest rate on this Note exceeds
      12% and it is secured by a lien on a residential homestead, in which event
      no
      Prepayment Amount shall be payable). The Bank, in its sole discretion, may
      accept any prepayment of principal even if not required to do so under this
      Note
      and may deduct from the amount to be applied against principal the other amounts
      required as part of the Prepayment Amount.

    


    The
      Prepaid Principal Amount (as defined below) will be applied to this Note in
      the
      reverse order of which the principal payments would have been due under this
      Note's principal amortization schedule. In other words, if this Note requires
      multiple principal payments, then as opposed to prepaying the next principal
      payment due, the Prepaid Principal Amount will be applied beginning with the
      final principal payment due on this Note.

    


    Subject
      to the limitations hereinafter provided, if the Bank exercises its right to
      accelerate the payment of this Note prior to the Maturity Date, the undersigned
      will pay to the Bank, in addition to the other amounts then due on this Note,
      on
      the date specified by the Bank as the Prepayment Date, the Prepayment
      Amount.

    


    The
      Bank's determination of the Prepayment Amount will be conclusive in the absence
      of obvious error or fraud. If requested in writing by the undersigned, the
      Bank
      will provide the undersigned a written statement specifying the Prepayment
      Amount.

    


    The
      following (the "Prepayment Amount") shall be due and payable in full on the
      Prepayment Date:

    


    (a) If
      the
      face amount of this Note exceeds Seven Hundred Fifty Thousand Dollars ($750,000)
      (regardless of what the outstanding principal balance may be on the Prepayment
      Date), then the Prepayment Amount is the sum of: (i) the amount of principal
      which the undersigned has elected to prepay or the amount of principal which
      the
      Bank has required the undersigned to prepay because of acceleration, as the
      case
      may be (the "Prepaid Principal Amount") (ii) interest accruing on the Prepaid
      Principal Amount up to, but not including, the Prepayment Date, (iii) Five
      Hundred Dollars ($500) plus (iv) the present value, discounted at the
      Reinvestment Rates (as defined below) of the positive amount by which (A) the
      interest the Bank would have earned had the Prepaid Principal Amount been paid
      according to the Note's amortization schedule at the Note's interest rate
      exceeds (B) the interest the Bank would earn by reinvesting the Prepaid
      Principal Amount at the Reinvestment Rates.


    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

        
          Exhibit
            10.1

        

      

    


    


    (b) If
      the
      face amount of this Note is Seven Hundred Fifty Thousand Dollars ($750,000)
      or
      less (regardless of what the outstanding principal balance may be on the
      Prepayment Date), then the Prepayment Amount is the sum of: (i) the amount
      of
      principal which the undersigned has elected to prepay or the amount of principal
      which the Bank has required the undersigned to prepay because of acceleration,
      as the case may be (the "Prepaid Principal Amount"), (ii) interest accruing
      on
      the Prepaid Principal Amount up to, but not including, the Prepayment Date,
      plus
      (iii) an amount equal to one percent (1%) of the Prepaid Principal Amount
      multiplied by the number of calendar years remaining until the Maturity Date
      of
      this Note, but in no event less than two percent (2%) of the Prepaid Principal
      Amount. For purposes of this computation in clause (iii) any portion of a
      calendar year remaining until the Maturity Date of this Note shall be deemed
      to
      be a full calendar year.

    


    "Reinvestment
      Rates" mean the per annum rates of interest equal to one half percent (1/2%)
      above the rates of interest reasonably determined by the Bank to be in effect
      not more than seven days prior to the Prepayment Date in the secondary market
      for United States Treasury Obligations in amount(s) and with maturity(ies)
      which
      correspond (as closely as possible) to the principal installment amount(s)
      and
      the payment date(s) against which the Prepaid Principal Amount will be
      applied.

    


    This
      Note
      and any other indebtedness and liabilities of any kind of the undersigned (or
      any of them) to the Bank, and any and all modifications, renewals or extensions
      of it, whether joint or several, contingent or absolute, now existing or later
      arising, and however evidenced and whether incurred voluntarily or
      involuntarily, known or unknown, or originally payable to the Bank or to a
      third
      party and subsequently acquired by Bank including, without limitation, any
      late
      charges; loan fees or charges; overdraft indebtedness; costs incurred by Bank
      in
      establishing, determining, continuing or defending the validity or priority
      of
      any security interest, pledge or other lien or in pursuing any of its rights
      or
      remedies under any loan document (or otherwise) or in connection with any
      proceeding involving the Bank as a result of any financial accommodation to
      the
      undersigned (or any of them); and reasonable costs and expenses of attorneys
      and
      paralegals, whether inside or outside counsel is used, and whether any suit
      or
      other action is instituted, and to court costs if suit or action is instituted,
      and whether any such fees, costs or expenses are incurred at the trial court
      level or on appeal, in bankruptcy, in administrative proceedings, in probate
      proceedings or otherwise (collectively "Indebtedness") are secured by and the
      Bank is granted a security interest in and lien upon all items deposited in
      any
      account of any of the undersigned with the Bank and by all proceeds of these
      items (cash or otherwise), all account balances of any of the undersigned from
      time to time with the Bank, by all property of any of the undersigned from
      time
      to time in the possession of the Bank and by any other collateral, rights and
      properties described in each and every deed of trust, mortgage, security
      agreement, pledge, assignment and other security or collateral agreement which
      has been, or will at any time(s) later be, executed by any (or all) of the
      undersigned to or for the benefit of the Bank (collectively "Collateral").
      Notwithstanding the above, (i) to the extent that any portion of the
      Indebtedness is a consumer loan, that portion shall not be secured by any deed
      of trust or mortgage on or other security interest in any of the undersigned's
      principal dwelling or in any of the undersigned's real property which is not
      a
      purchase money security interest as to that portion, unless expressly provided
      to the contrary in another place, or (ii) if the undersigned (or any of them)
      has (have) given or give(s) Bank a deed of trust or mortgage covering California
      real property, that deed of trust or mortgage shall not secure this Note or
      any
      other indebtedness of the undersigned (or any of them), unless expressly
      provided to the contrary in another place, or (iii) if the undersigned (or
      any
      of them) has (have) given or give(s) the Bank a deed of trust or mortgage
      covering real property which, under Texas law, constitutes the homestead of
      such
      person, that deed of trust or mortgage shall not secure this Note or any other
      indebtedness of the undersigned (or any of them) unless expressly provided
      to
      the contrary in another place.

    


    If
      the
      undersigned (or any of them) or any guarantor under a guaranty of all or part
      of
      the Indebtedness ("guarantor")(a) fail(s) to pay this Note or any of the
      Indebtedness when due, by maturity, acceleration or otherwise, or fail(s) to
      pay
      any indebtedness owing on a demand basis upon demand; or (b) fail(s) to comply
      with any of the terms or provisions of any agreement between the undersigned
      (or
      any of them) or any guarantor and the Bank; or (c) become(s) insolvent or the
      subject of a voluntary or involuntary proceeding in bankruptcy, or a
      reorganization, arrangement or creditor composition proceeding, (if a business
      entity) cease(s) doing business as a going concern, (if a natural person) die(s)
      or become(s) incompetent, (if a partnership) dissolve(s) or any general partner
      of it dies, becomes incompetent or becomes the subject of a bankruptcy
      proceeding or (if a corporation or a limited liability company) is the subject
      of a dissolution, merger or consolidation; or (d) if any warranty or
      representation made by any of the undersigned or any guarantor in connection
      with this Note or any of the indebtedness shall be discovered to be untrue
      or
      incomplete; (e) or if there is any termination, notice of termination, or breach
      of any guaranty, pledge, collateral assignment or subordination agreement
      relating to all or any part of the Indebtedness; or (f) if there is any failure
      by any of the undersigned or any guarantor to pay when due any of its
      indebtedness (other than to the Bank) or in the observance or performance of
      any
      term, covenant or condition in any document evidencing, securing or relating
      to
      such indebtedness; or (g) if the Bank deems itself insecure believing that
      the
      prospect of payment of this Note or any of the Indebtedness is impaired or
      shall
      fear deterioration, removal or waste of any of the Collateral; or (h) if there
      is filed or issued a levy or writ of attachment or garnishment or other like
      judicial process upon the undersigned (or any of them) or any guarantor or
      any
      of the Collateral, including without limit, any accounts of the undersigned
      (or
      any of them) or any guarantor with the Bank, then the Bank, upon the occurrence
      of any of these events (each a "Default"), may at its option and without prior
      notice to the undersigned (or any of them), declare any or all of the
      Indebtedness to be immediately due and payable (notwithstanding any provisions
      contained in the evidence of it to the contrary), sell or liquidate all or
      any
      portion of the Collateral, set off against the Indebtedness any amounts owing
      by
      the Bank to the undersigned (or any of them), charge interest at the default
      rate provided in the document evidencing the relevant Indebtedness and exercise
      any one or more of the rights and remedies granted to the Bank by any agreement
      with the undersigned (or any of them) or given to it under applicable law.
      All
      payments under this Note shall be in immediately available United States funds,
      without setoff or counterclaim.


    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

        
          Exhibit
            10.1

        

      

    


    


    If
      this
      Note is signed by two or more parties (whether by all as makers or by one or
      more as an accommodation party or otherwise), the obligations and undertakings
      under this Note shall be that of all and any two or more jointly and also of
      each severally. This Note shall bind the undersigned, and the undersigned's
      respective heirs, personal representatives, successors and assigns.

    


    The
      undersigned waive(s) presentment, demand, protest, notice of dishonor, notice
      of
      demand or intent to demand, notice of acceleration or intent to accelerate,
      and
      all other notices, and agree(s) that no extension or indulgence to the
      undersigned (or any of them) or release, substitution or nonenforcement of
      any
      security, or release or substitution of any of the undersigned, any guarantor
      or
      any other party, whether with or without notice, shall affect the obligations
      of
      any of the undersigned. The undersigned waive(s) all defenses or right to
      discharge available under Section 3.605 of the
      Texas
Uniform
      Commercial Code and waive(s) all other suretyship defenses or right to
      discharge. The undersigned agree(s) that the Bank has the right to sell, assign,
      or grant participations or any interest in, any or all of the Indebtedness,
      and
      that, in connection with this right, but without limiting its ability to make
      other disclosures to the full extent allowable, the Bank may disclose all
      documents and information which the Bank now or later has relating to the
      undersigned or the Indebtedness. The undersigned agree(s) that the Bank may
      provide information relating to this Note or the Indebtedness or relating to
      the
      undersigned to the Bank's parent, affiliates, subsidiaries and service
      providers.

    


    The
      undersigned agree(s) to reimburse the holder or owner of this Note upon demand
      for any and all costs and expenses (including without limit, court costs, legal
      expenses and reasonable attorneys' fees, whether inside or outside counsel
      is
      used, whether or not suit is instituted and, if suit is instituted, whether
      at
      the trial court level, appellate level, in a bankruptcy, probate or
      administrative proceeding or otherwise) incurred in collecting or attempting
      to
      collect this Note or incurred in any other matter or proceeding relating to
      this
      Note.

    


    The
      undersigned acknowledge(s) and agree(s) that there are no contrary agreements,
      oral or written, establishing a term of this Note and agree(s) that the terms
      and conditions of this Note may not be amended, waived or modified except In
      a
      writing signed by an officer of the Bank expressly stating that the writing
      constitutes an amendment, waiver or modification of the terms of this Note.
      As
      used in this Note, the word "undersigned" means, individually and collectively,
      each maker, accommodation party, endorser and other party signing this Note
      in a
      similar capacity. If any provision of this Note is unenforceable in whole or
      part for any reason, the remaining provisions shall continue to be effective.
      THIS NOTE IS MADE IN THE STATE OF Texas 
      AND
      SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF
      THE
      STATE OF Texas  WITHOUT
      REGARD TO CONFLICT OF LAWS PRINCIPLES.

    


    This
      Note
      and all other documents, instruments and agreements evidencing, governing,
      securing, guaranteeing or otherwise relating to or executed pursuant to or
      in
      connection with this Note or the Indebtedness evidenced hereby (whether executed
      and delivered prior to, concurrently with or subsequent to this Note), as such
      documents may have been or may hereafter be amended from time to time (the
      "Loan
      Documents") are intended to be performed in accordance with, and only to the
      extent permitted by, all applicable usury laws. If any provision hereof or
      of
      any of the other Loan Documents or the application thereof to any person or
      circumstance shall, for any reason and to any extent, be invalid or
      unenforceable, neither the application of such provision to any other person
      or
      circumstance nor the remainder of the instrument in which such provision is
      contained shall be affected thereby and shall be enforced to the greatest extent
      permitted by law. It is expressly stipulated and agreed to be the intent of
      the
      holder hereof to at all times comply with the usury and other applicable laws
      now or hereafter governing the interest payable on the indebtedness evidenced
      by
      this Note. If the applicable law is ever revised, repealed or judicially
      interpreted so as to render usurious any amount called for under this Note
      or
      under any of the other Loan Documents, or contracted for, charged, taken,
      reserved or received with respect to the indebtedness evidenced by this Note,
      or
      if Bank's exercise of the option to accelerate the maturity of this Note, or
      if
      any prepayment by the undersigned or prepayment agreement (including, without
      limitation, payment of any portion of the Prepayment Amount) results (or would,
      if complied with, result) in the undersigned having paid, contracted for or
      being charged for any interest in excess of that permitted by law, then it
      is
      the express intent of the undersigned and Bank that this Note and the other
      Loan
      Documents shall be limited to the extent necessary to prevent such result and
      all excess amounts theretofore collected by Bank shall be credited on the
      principal balance of this Note or, if fully paid, upon such other Indebtedness
      as shall then remain outstanding (or, if this Note and all other Indebtedness
      have been paid in full, refunded to the undersigned), and the provisions of
      this
      Note and the other Loan Documents shall immediately be deemed reformed and
      the
      amounts thereafter collectable hereunder and thereunder reduced, without the
      necessity of the execution of any new document, so as to comply with the then
      applicable law, but so as to permit the recovery of the fullest amount otherwise
      called for hereunder or thereunder. All sums paid, or agreed to be paid by
      the
      undersigned for the use, forbearance, detention, taking, charging, receiving
      or
      reserving of the indebtedness of the undersigned to Bank under this Note or
      arising under or pursuant to the other Loan Documents shall, to the maximum
      extent permitted by applicable law, be amortized, prorated, allocated and spread
      throughout the full term of such indebtedness until payment in full so that
      the
      rate or amount of interest on account of such indebtedness does not exceed
      the
      usury ceiling from time to time in effect and applicable to such indebtedness
      for so long as such indebtedness is outstanding. To the extent federal law
      permits Bank to contract for, charge or receive a greater amount of interest,
      Bank will rely on federal law instead of the Texas Finance Code, for the purpose
      of determining the Maximum Rate. Additionally, to the maximum extent permitted
      by applicable law now or hereafter in effect, Bank may, at its option and from
      time to time, implement any other method of computing the Maximum Rate under
      the
      Texas Finance Code, or under other applicable law, by giving notice, if
      required, to the undersigned as provided by applicable law now or hereafter
      in
      effect. Notwithstanding anything to the contrary contained herein or in any
      of
      the other Loan Documents, it is not the intention of Bank to accelerate the
      maturity of any interest that has not accrued at the time of such acceleration
      or to collect unearned interest at the time of such
      acceleration.


    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

        
          Exhibit
            10.1

        

      

    


    


    The
      indebtedness evidenced by this Note is in renewal, extension and modification,
      but not in extinguishment or novation of the indebtedness evidenced by that
      certain promissory note dated n/a in
      the
      original principal amount of $_n/a 
      executed
      by N/A  ,
      payable
      to the order of Bank.

    


    THE
      UNDERSIGNED AND, BY ACCEPTANCE OF THIS NOTE, THE BANK, ACKNOWLEDGE THAT THE
      RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE BUT THAT IT MAY BE WAIVED, EACH
      PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL
      OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES
      ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE
      OR ENFORCEMENT OF OR IN ANY WAY RELATED TO, THIS NOTE OR THE
      INDEBTEDNESS.

    


    THIS
      WRITTEN LOAN AGREEMENT (AS DEFINED BY SECTION 26.02 OF THE TEXAS BUSINESS AND
      COMMERCE CODE) REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
      BE
      CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
      OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
      PARTIES.

    


    


    Ascendant
      Solutions. Inc.

    


    /s/
      Gary
      Boyd

    Gary
      Boyd, Chief Financial Officer

    


    


    
      	
              16250
                Dallas Pkwy. , Ste. 102 

            	
              Dallas 

            	
              Texas 

            	
              USA 

            	
              75248 

            
	
              STREET
                ADDRESS 

            	
              CITY

            	
              STATE 

            	
              COUNTRY 

            	
              ZIP
                CODE 

            


    

    


    
      	
              For
                Bank Use Only

            	
              CCAR# 

            	 
	
              Loan
                Officer Initials 

            	
              Loan
                Group Name 

            	
              Obligor(s)
                Name 

            	 	 
	
              MB 

            	
              Middle
                Market Lending North 

            	
              Ascendant
                Solutions, Inc.

            	 	 
	
              Loan
                Officer I.D. No. 

            	
              Loan
                Group No. 

            	
              Obligor
                # 

            	
              Note# 

            	
              Amount 

            
	
              43672 

            	
              90029 

            	 	 	
              $30,000.00 

            


    

    



    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

        
          Exhibit
            10.1

        

      

    


    


    Security
      Agreement

    


    As
      of
April
      11. 2005,
      for
      value received, the undersigned ("Debtor") pledges, assigns and grants to
Comerica
      Bank
      ("Bank"), whose address is 1508
      W. Mockingbird Ln,.
      Dallas, TX,
      75235,
      Attention: Commercial
      Loan Documentation,
      Mail
      Code 6583,
      a
      continuing security interest and lien (any pledge, assignment, security interest
      or other lien arising hereunder is sometimes referred to herein as a "security
      interest") in the Collateral (as defined below) to secure payment when due,
      whether by stated maturity, demand, acceleration or otherwise, of all existing
      and future indebtedness ("Indebtedness") to the Bank of Ascendant
      Solutions, Inc.
      ("Borrower") and/or Debtor. Indebtedness includes without limit any and all
      obligations or liabilities of the Borrower and/or Debtor to the Bank, whether
      absolute or contingent, direct or indirect, voluntary or involuntary, liquidated
      or unliquidated, joint or several, known or unknown; any and all obligations
      or
      liabilities for which the Borrower and/or Debtor would otherwise be liable
      to
      the Bank were it not for the invalidity or unenforceability of them by reason
      of
      any bankruptcy, insolvency or other law, or for any other reason; any and all
      amendments; modifications, renewals and/or extensions of any of the above;
      all
      costs incurred by Bank in establishing, determining, continuing, or defending
      the validity or priority of its security interest, or in pursuing its rights
      and
      remedies under this Agreement or under any other agreement between Bank and
      Borrower and/or Debtor or in connection with any proceeding involving Bank
      as a
      result of any financial accommodation to Borrower and/or Debtor; and all other
      costs of collecting Indebtedness, including without limit attorneys fees. Debtor
      agrees to pay Bank all such costs incurred by the Bank, immediately upon demand,
      and until paid all costs shall bear interest at the highest per annum rate
      applicable to any of the Indebtedness, but not in excess of the maximum rate
      permitted by law. Any reference in this Agreement to attorneys fees shall be
      deemed a reference to reasonable fees, costs, and expenses of both in-house
      and
      outside counsel and paralegals, whether inside or outside counsel is used,
      whether or not a suit or action is instituted, and to court costs if a suit
      or
      action is instituted, and whether attorneys fees or court costs are incurred
      at
      the trial court level, on appeal, in a bankruptcy, administrative or probate
      proceeding or otherwise. Debtor further covenants, agrees, represents and
      warrants as follows:

    


    
      	
              1.

            	
              Collateral
                shall mean all of the following property Debtor now or later owns
                or has
                an interest in, wherever located:

            


    

    
      	 	
              ·

            	
              all
                Equipment and Fixtures,

            


    

    
      	 	
              ·

            	
              specific
                items listed below and/or on attached Schedule A, if any, is/are
                also
                included in Collateral:

            


    

    


    
      	 	
              ·

            	
              all
                goods, instruments, (including, without limit, promissory notes),
                documents (including, without limit, negotiable documents), policies
                and
                certificates of insurance, deposit accounts, and money or other property
                (except real property which is not a fixture) which are now or later
                in
                possession of Bank, or as to which Bank now or later controls possession
                by documents or otherwise, and

            


    

    
      	 	
              ·

            	
              all
                additions, attachments, accessions, parts, replacements, substitutions,
                renewals, interest, dividends, distributions, rights of any kind
                (including but not limited to stock splits, stock rights, voting
                and
                preferential rights), products, and proceeds of or pertaining to
                the above
                including, without limit, cash or other property which were proceeds
                and
                are recovered by a bankruptcy trustee or otherwise as a preferential
                transfer by Debtor.

            


    

    In
      the
      definition of Collateral, a reference to a type of collateral shall not be
      limited by a separate reference to a more specific or narrower type of that
      collateral.

    


    
      	
              2.

            	
              Warranties,
                Covenants and Agreements. Debtor warrants, covenants and agrees as
                follows:

            


    

    
      	 	
              2.1

            	
              Debtor
                shall furnish to Bank, in form and at intervals as Bank may request,
                any
                information Bank may reasonably request and allow Bank to examine,
                inspect, and copy any of Debtor's books and records. Debtor shall,
                at the
                request of Bank, mark its records and the Collateral to clearly indicate
                the security interest of Bank under this
                Agreement.

            


    

    


    
      	 	
              2.2

            	
              At
                the time any Collateral becomes, or is represented to be, subject
                to a
                security interest in favor of Bank, Debtor shall be deemed to have
                warranted that: (a) Debtor is the lawful owner of the Collateral
                and has
                the right and authority to subject it to a security interest granted
                to
                Bank; (b) none of the Collateral is subject to any security interest
                other
                than that in favor of Bank; (c) there are no financing statements
                on file,
                other than in favor of Bank; (d) no person, other than Bank, has
                possession or control (as defined in the Uniform Commercial Code)
                of any
                Collateral of such nature that perfection of a security interest
                may be
                accomplished by control; and (e) Debtor acquired its rights in the
                Collateral in the ordinary course of its
                business.

            


    

    


    
      	 	
              2.3

            	
              Debtor
                will keep the Collateral free at all times from all claims, liens,
                security interests and encumbrances other than those in favor of
                Bank.
                Debtor will not, without the prior written consent of Bank, sell,
                transfer
                or lease, or permit to be sold, transferred or leased, any or all
                of the
                Collateral, except (where Inventory is pledged as Collateral) for
                Inventory in the ordinary course of its business and will not return
                any
                Inventory to its supplier. Bank or its representatives may at all
                reasonable times inspect the Collateral and may enter upon all premises
                where the Collateral is kept or might be
                located.

            


    

    


    
      	 	
              2.4

            	
              Debtor
                will do all acts and will execute or cause to be executed all writings
                requested by Bank to establish, maintain and continue an exclusive,
                perfected and first security interest of Bank in the Collateral.
                Debtor
                agrees that Bank has no obligation to acquire or perfect any lien
                on or
                security interest in any asset(s), whether realty or personalty,
                to secure
                payment of the Indebtedness, and Debtor is not relying upon assets
                in
                which the Bank may have a lien or security interest for payment of
                the
                Indebtedness.

            


    


    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

        
          Exhibit
            10.1

        

      

    


    


    
      	 	
              2.5

            	
              Debtor
                will pay within the time that they can be paid without interest or
                penalty
                all taxes, assessments and similar charges which at any time are
                or may
                become a lien, charge, or encumbrance upon any Collateral, except
                to the
                extent contested in good faith and bonded in a manner satisfactory
                to
                Bank. If Debtor fails to pay any of these taxes, assessments, or
                other
                charges in the time provided above, Bank has the option (but not
                the
                obligation) to do so and Debtor agrees to repay all amounts so expended
                by
                Bank immediately upon demand, together with interest at the highest
                lawful
                default rate which could be charged by Bank on any
                Indebtedness.

            


    

    
      	 	
              2.6

            	
              Debtor
                will keep the Collateral in good condition and will protect it from
                loss,
                damage, or deterioration from any cause. Debtor has and will maintain
                at
                all times (a) with respect to the Collateral, insurance under an
                "all
                risk" policy against fire and other risks customarily insured against,
                and
                (b) public liability insurance and other insurance as may be required
                by
                law or reasonably required by Bank, all of which insurance shall
                be in
                amount, form and content, and written by companies as may be satisfactory
                to Bank, containing a lender's loss payable endorsement acceptable
                to
                Bank. Debtor will deliver to Bank immediately upon demand evidence
                satisfactory to Bank that the required insurance has been procured.
                If
                Debtor fails to maintain satisfactory insurance, Bank has the option
                (but
                not the obligation) to do so and Debtor agrees to repay all amounts
                so
                expended by Bank immediately upon demand, together with interest
                at the
                highest lawful default rate which could be charged by Bank on any
                Indebtedness.

            


    

    


    TEXAS
      FINANCE CODE SECTION 307.052 COLLATERAL PROTECTION NOTICE: (A) DEBTOR IS
      REQUIRED TO: (i) KEEP THE COLLATERAL INSURED AGAINST DAMAGE IN THE AMOUNT EQUAL
      TO THE DEBTOR'S INDEBTEDNESS TO BANK; (ii) PURCHASE THE INSURANCE FROM AN
      INSURER THAT IS AUTHORIZED TO DO BUSINESS IN THE STATE OF TEXAS OR AN ELIGIBLE
      SURPLUS LINES INSURER; AND (iii) NAME THE BANK AS THE PERSON TO BE PAID UNDER
      THE POLICY IN THE EVENT OF LOSS; (B) DEBTOR MUST, IF REQUIRED BY BANK, DELIVER
      TO BANK A COPY OF THE POLICY AND PROOF OF THE PAYMENT OF PREMIUMS; AND (C)
      IF
      DEBTOR FAILS TO MEET ANY REQUIREMENTS LISTED IN CLAUSE (A) OR (B) ABOVE, THE
      BANK MAY OBTAIN COLLATERAL PROTECTION INSURANCE ON BEHALF OF THE DEBTOR AT
      DEBTOR'S EXPENSE.

    


    
      	 	
              2.7

            	
              On
                each occasion on which Debtor evidences to Bank the account balances
                on
                and the nature and extent of the Accounts Receivable, Debtor shall
                be
                deemed to have warranted that except as otherwise indicated: (a)
                each of
                those Accounts Receivable is valid and enforceable without performance
                by
                Debtor of any act; (b) each of those account balances are in fact
                owing;
                (c) there are no setoffs, recoupments, credits, contra accounts,
                counterclaims or defenses against any of those Accounts Receivable;
                (d) as
                to any Accounts Receivable represented by a note, trade acceptance,
                draft
                or other instrument or by any chattel paper or document, the same
                have
                been endorsed and/or delivered by Debtor to Bank; (e) Debtor has
                not
                received with respect to any Account Receivable, any notice of the
                death
                of the related account debtor, nor of the dissolution, liquidation,
                termination of existence, insolvency, business failure, appointment
                of a
                receiver for, assignment for the benefit of creditors by, or filing
                of a
                petition in bankruptcy by or against, the account debtor; and (f)
                as to
                each Account Receivable, except as may be expressly permitted by
                Bank to
                the contrary in another document, the account debtor is not an affiliate
                of Debtor, the United States of America or any department, agency
                or
                instrumentality of it, or a citizen or resident of any jurisdiction
                outside of the United States. Debtor will do all acts and will execute
                all
                writings requested by Bank to perform, enforce performance of, and
                collect
                all Accounts Receivable. Debtor shall neither make nor permit any
                modification, compromise or substitution for any Account Receivable
                without the prior written consent of Bank. Bank may at any time and
                from
                time to time verify Accounts Receivable directly with account debtors
                or
                by other methods acceptable to Bank without notifying Debtor. Debtor
                agrees, at Bank's request, to arrange or cooperate with Bank in arranging
                for verification of Accounts
                Receivable.

            


    

    


    2.8 Debtor
      at
      all times shall be in strict compliance with all applicable laws, including
      without limit any laws, ordinances, directives, orders, statutes, or regulations
      an object of which is to regulate or improve health, safety, or the environment
      ("Environmental Laws").

    


    2.9 If
      Bank,
      acting in its sole discretion, redelivers Collateral to Debtor or Debtor's
      designee for the purpose of (a) the ultimate sale or exchange thereof; or (b)
      presentation, collection, renewal, or registration of transfer thereof; or
      (c)
      loading, unloading, storing, shipping, transshipping, manufacturing, processing
      or otherwise dealing with it preliminary to sale or exchange; such redelivery
      shall be in trust for the benefit of Bank and shall not constitute a release
      of
      Bank's security interest in it or in the proceeds or products of it unless
      Bank
      specifically so agrees in writing. If Debtor requests any such redelivery,
      Debtor will deliver with such request a duly executed financing statement in
      form and substance satisfactory to Bank. Any proceeds of Collateral coming
      into
      Debtor's possession as a result of any such redelivery shall be held in trust
      for Bank and immediately delivered to Bank for application on the Indebtedness.
      Bank may (in its sole discretion) deliver any or all of the Collateral to
      Debtor, and such delivery by Bank shall discharge Bank from all liability or
      responsibility for such Collateral. Bank, at its option, may require delivery
      of
      any Collateral to Bank at any time with such endorsements or assignments of
      the
      Collateral as Bank may request.


    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

        
          Exhibit
            10.1

        

      

    


    


    2.10 At
      any
      time and without notice, Bank may, as to Collateral other than Equipment,
      Fixtures or Inventory: (a) cause any or all of such Collateral to be transferred
      to its name or to the name of its nominees; (b) receive or collect by legal
      proceedings or otherwise all dividends, interest, principal payments and other
      sums and all other distributions at any time payable or receivable on account
      of
      such Collateral, and hold the same as Collateral, or apply the same to the
      Indebtedness, the manner and distribution of the application to be in the sole
      discretion of Bank; (c) enter into any extension, subordination, reorganization,
      deposit, merger or consolidation agreement or any other agreement relating
      to or
      affecting such Collateral, and deposit or surrender control of such Collateral,
      and accept other property in exchange for such Collateral and hold or apply
      the
      property or money so received pursuant to this Agreement; and (d) take such
      actions in its own name or in Debtor's name as Bank, in its sole discretion,
      deems necessary or appropriate to establish exclusive control (as defined in
      the
      Uniform Commercial Code) over any Collateral of such nature that perfection
      of
      the Bank's security interest may be accomplished by control.

    


    2.11 Bank
      may
      assign any of the Indebtedness and deliver any or all of the Collateral to
      its
      assignee, who then shall have with respect to Collateral so delivered all the
      rights and powers of Bank under this Agreement, and after that Bank shall be
      fully discharged from all liability and responsibility with respect to
      Collateral so delivered.

    


    2.12 Debtor
      delivers this Agreement based solely on Debtor's independent investigation
      of
      (or decision not to investigate) the financial condition of Borrower and is
      not
      relying on any information furnished by Bank. Debtor assumes full responsibility
      for obtaining any further information concerning the Borrower's financial
      condition, the status of the Indebtedness or any other matter which the
      undersigned may deem necessary or appropriate now or later. Debtor waives any
      duty on the part of Bank, and agrees that Debtor is not relying upon nor
      expecting Bank to disclose to Debtor any fact now or later known by Bank,
      whether relating to the operations or condition of Borrower, the existence,
      liabilities or financial condition of any guarantor of the Indebtedness, the
      occurrence of any default with respect to the Indebtedness, or otherwise,
      notwithstanding any effect such fact may have upon Debtor's risk or Debtor's
      rights against Borrower. Debtor knowingly accepts the full range of risk
      encompassed in this Agreement, which risk includes without limit the possibility
      that Borrower may incur Indebtedness to Bank after the financial condition
      of
      Borrower, or Borrower's ability to pay debts as they mature, has
      deteriorated.

    


    2.13 Debtor
      shall defend, indemnify and hold harmless Bank, its employees, agents,
      shareholders, affiliates, officers, and directors from and against any and
      all
      claims, damages, fines, expenses, liabilities or causes of action of whatever
      kind, including without limit consultant fees, legal expenses, and attorneys
      fees, suffered by any of them as a direct or indirect result of any actual
      or
      asserted violation of any law, including, without limit, Environmental Laws,
      or
      of any remediation relating to any property required by any law, including
      without limit Environmental Laws, INCLUDING ANY CLAIMS, DAMAGES, FINES,
      EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK'S
      OWN NEGLIGENCE, except and to the extent (but only to the extent) caused by
      Bank's gross negligence or willful misconduct.

    


    
      	
              3.

            	
              Collection
                of Proceeds.

            


    

    
      	 	
              3.1

            	
              Debtor
                agrees to collect and enforce payment of all Collateral until Bank
                shall
                direct Debtor to the contrary. Immediately upon notice to Debtor
                by Bank
                and at all times after that, Debtor agrees to fully and promptly
                cooperate
                and assist Bank in the collection and enforcement of all Collateral
                and to
                hold in trust for Bank all payments received in connection with Collateral
                and from the sale, lease or other disposition of any Collateral,
                all
                rights by way of suretyship or guaranty and all rights in the nature
                of a
                lien or security interest which Debtor now or later has regarding
                Collateral. Immediately upon and after such notice, Debtor agrees
                to (a)
                endorse to Bank and immediately deliver to Bank all payments received
                on
                Collateral or from the sale, lease or other disposition of any Collateral
                or arising from any other rights or interests of Debtor in the Collateral,
                in the form received by Debtor without commingling with any other
                funds,
                and (b) immediately deliver to Bank all property in Debtor's possession
                or
                later coming into Debtor's possession through enforcement of Debtor's
                rights or interests in the Collateral. Debtor irrevocably authorizes
                Bank
                or any Bank employee or agent to endorse the name of Debtor upon
                any
                checks or other items which are received in payment for any Collateral,
                and to do any and all things necessary in order to reduce these items
                to
                money. Bank shall have no duty as to the collection or protection
                of
                Collateral or the proceeds of it, nor as to the preservation of any
                related rights, beyond the use of reasonable care in the custody
                and
                preservation of Collateral in the possession of Bank. Debtor agrees
                to
                take all steps necessary to preserve rights against prior parties
                with
                respect to the Collateral. Nothing in this Section 3.1 shall be deemed
                a
                consent by Bank to any sale, lease or other disposition of any
                Collateral.

            


    

    


    
      	 	
              3.2

            	
              Debtor
                agrees that immediately upon Bank's request (whether or not any Event
                of
                Default exists) the indebtedness shall be on a "remittance basis"
                in
                accordance with the following. In connection therewith, Debtor shall
                at
                its sole expense establish and maintain (and Bank, at Bank's option,
                may
                establish and maintain at Debtor's
                expense):

            


    

    


    
      	 	
              (a)

            	
              A
                United States Post Office lock box (the "Lock Box"), to which Bank
                shall
                have exclusive access and control. Debtor expressly authorizes Bank,
                from
                time to time, to remove contents from the Lock Box, for disposition
                in
                accordance with this Agreement. Debtor agrees to notify all account
                debtors and other parties obligated to Debtor that all payments made
                to
                Debtor (other than payments by electronic
                funds

            


    

    



    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

        
          Exhibit
            10.1

        

      

    


    transfer)
      shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall
      include a like statement on all invoices; and

    
      	 	
              (b)

            	
              A
                non-interest bearing deposit account with Bank which shall be titled
                as
                designated by Bank (the "Cash Collateral Account") to which Bank
                shall
                have exclusive access and control. Debtor agrees to notify all account
                debtors and other parties obligated to Debtor that all payments made
                to
                Debtor by electronic funds transfer shall be remitted to the Cash
                Collateral Account, and Debtor, at Bank's request, shall include
                a like
                statement on all invoices. Debtor shall execute all documents and
                authorizations as required by Bank to establish and maintain the
                Lock Box
                and the Cash Collateral Account.

            


    

    


    3.3 All
      items
      or amounts which are remitted to the Lock Box, to the Cash Collateral Account,
      or otherwise delivered by or for the benefit of Debtor to Bank on account of
      partial or full payment of, or with respect to, any Collateral shall, at Bank's
      option, (a) be applied to the payment of the Indebtedness, whether then due
      or
      not, in such order or at such time of application as Bank may determine in
      its
      sole discretion, or, (b) be deposited to the Cash Collateral Account. Debtor
      agrees that Bank shall not be liable for any loss or damage which Debtor may
      suffer as a result of Bank's processing of items or its exercise of any other
      rights or remedies under this Agreement, including without limitation indirect,
      special or consequential damages, loss of revenues or profits, or any claim,
      demand or action by any third party arising out of or in connection with the
      processing of items or the exercise of any other rights or remedies under this
      Agreement. Debtor agrees to indemnify and hold Bank harmless from and against
      all such third party claims, demands or actions, and all related expenses or
      liabilities, including, without limitation, attorney's fees and INCLUDING
      CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER
      KIND RESULTING FROM BANK'S OWN NEGLIGENCE except to the extent (but only to
      the
      extent) caused by Bank's gross negligence or willful misconduct.

    


    
      	
              4.

            	
              Defaults,
                Enforcement and Application of
                Proceeds.

            


    

    
      	 	
              4.1

            	
              Upon
                the occurrence of any of the following events (each an "Event of
                Default"), Debtor shall be in default under this
                Agreement:

            


    

    
      	 	
              (a)

            	
              Any
                failure to pay the Indebtedness or any other indebtedness when due,
                or
                such portion of it as may be due, by acceleration or otherwise;
                or

            


    

    
      	 	
              (b)

            	
              Any
                failure or neglect to comply with, or breach of or default under,
                any term
                of this Agreement, or any other agreement or commitment between Borrower,
                Debtor, or any guarantor of any of the Indebtedness ("Guarantor")
                and
                Bank; or

            


    

    
      	 	
              (c)

            	
              Any
                warranty, representation, financial statement, or other information
                made,
                given or furnished to Bank by or on behalf of Borrower, Debtor, or
                any
                Guarantor shall be, or shall prove to have been, false or materially
                misleading when made, given, or furnished;
                or

            


    

    
      	 	
              (d)

            	
              Any
                loss, theft, substantial damage or destruction to or of any Collateral,
                or
                the issuance or filing of any attachment, levy, garnishment or the
                commencement of any proceeding in connection with any Collateral
                or of any
                other judicial process of, upon or in respect of Borrower, Debtor,
                any
                Guarantor, or any Collateral; or

            


    

    
      	 	
              (e)

            	
              Sale
                or other disposition by Borrower, Debtor, or any Guarantor of any
                substantial portion of its assets or property or voluntary suspension
                of
                the transaction of business by Borrower, Debtor, or any Guarantor,
                or
                death, dissolution, termination of existence, merger, consolidation,
                insolvency, business failure, or assignment for the benefit of creditors
                of or by Borrower, Debtor, or any Guarantor; or commencement of any
                proceedings under any state or federal bankruptcy or insolvency laws
                or
                laws for the relief of debtors by or against Borrower, Debtor, or
                any
                Guarantor; or the appointment of a receiver, trustee, court appointee,
                sequestrator or otherwise, for all or any part of the property of
                Borrower, Debtor, or any Guarantor;
                or

            


    

    
      	 	
              (f)

            	
              Bank
                deems the margin of Collateral insufficient or itself insecure, in
                good
                faith believing that the prospect of payment of the Indebtedness
                or
                performance of this Agreement is impaired or shall fear deterioration,
                removal, or waste of Collateral; or

            


    

    
      	 	
              (g)

            	
              An
                event of default shall occur under any instrument, agreement or other
                document evidencing, securing or otherwise relating to any of the
                Indebtedness.

            


    

    


    4.2 Upon
      the
      occurrence of any Event of Default, Bank may at its discretion and without
      prior
      notice to Debtor declare any or all of the Indebtedness to be immediately due
      and payable, and shall have and may exercise any right or remedy available
      to it
      including, without limitation, any one or more of the following rights and
      remedies:

    
      	 	
              (a)

            	
              Exercise
                all the rights and remedies upon default, in foreclosure and otherwise,
                available to secured parties under the provisions of the Uniform
                Commercial Code and other applicable
                law;

            


    

    
      	 	
              (b)

            	
              Institute
                legal proceedings to foreclose upon the lien and security interest
                granted
                by this Agreement, to recover judgment for all amounts then due and
                owing
                as Indebtedness, and to collect the same out of any Collateral or
                the
                proceeds of any sale of it;

            


    

    
      	 	
              (c)

            	
              Institute
                legal proceedings. for the sale, under the judgment or decree of
                any court
                of competent jurisdiction, of any or all Collateral;
                and/or

            


    


    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

        
          Exhibit
            10.1

        

      

    


    


    
      	 	
              (d)

            	
              Personally
                or by agents, attorneys, or appointment of a receiver, enter upon
                any
                premises where Collateral may then be located, and take possession
                of all
                or any of it and/or render it unusable; and without being responsible
                for
                loss or damage to such Collateral, hold, operate, sell, lease, or
                dispose
                of all or any Collateral at one or more public or private sales,
                leasings
                or other dispositions, at places and times and on terms and conditions
                as
                Bank may deem fit, without any previous demand or advertisement;
                and
                except as provided in this Agreement, all notice of sale, lease or
                other
                disposition, and advertisement, and other notice or demand, any right
                or
                equity of redemption, and any obligation of a prospective purchaser
                or
                lessee to inquire as to the power and authority of Bank to sell,
                lease, or
                otherwise dispose of the Collateral or as to the application by Bank
                of
                the proceeds of sale or otherwise, which would otherwise be required
                by,
                or available to Debtor under, applicable law are expressly waived
                by
                Debtor to the fullest extent
                permitted.

            


    

    


    At
      any
      sale pursuant to this Section 4.2, whether under the power of sale, by virtue
      of
      judicial proceedings or otherwise, it shall not be necessary for Bank or a
      public officer under order of a court to have present physical or constructive
      possession of Collateral to be sold. The recitals contained in any conveyances
      and receipts made and given by Bank or the public officer to any purchaser
      at
      any sale made pursuant to this Agreement shall, to the extent permitted by
      applicable law, conclusively establish the truth and accuracy of the matters
      stated (including, without limit, as to the amounts of the principal of and
      interest on the Indebtedness, the accrual and nonpayment of it and advertisement
      and conduct of the sale); and all prerequisites to the sale shall be presumed
      to
      have been satisfied and performed. Upon any sale of any Collateral, the receipt
      of the officer making the sale under judicial proceedings or of Bank shall
      be
      sufficient discharge to the purchaser for the purchase money, and the purchaser
      shall not be obligated to see to the application of the money. Any sale of
      any
      Collateral under this Agreement shall be a perpetual bar against Debtor with
      respect to that Collateral. At any sale or other disposition of the Collateral
      pursuant to this Section 4.2, Bank disclaims all warranties which would
      otherwise be given under the Uniform Commercial Code, including without limit
      a
      disclaimer of any warranty relating to title, possession, quiet enjoyment or
      the
      like, and Bank may communicate these disclaimers to a purchaser at such
      disposition. This disclaimer of warranties will not render the sale commercially
      unreasonable.

    


    
      	 	
              4.3

            	
              Debtor
                shall at the request of Bank, notify the account debtors or obligors
                of
                Bank's security interest in the Collateral and direct payment of
                it to
                Bank. Bank may, itself, upon the occurrence of any Event of Default
                so
                notify and direct any account debtor or obligor. At the request of
                Bank,
                whether or not an Event of Default shall have occurred, Debtor shall
                immediately take such actions as the Bank shall request to establish
                exclusive control (as defined in the Uniform Commercial Code) by
                Bank over
                any Collateral which is of such a nature that perfection of a security
                interest may be accomplished by
                control.

            


    

    


    
      	 	
              4.4

            	
              The
                proceeds of any sale or other disposition of Collateral authorized
                by this
                Agreement shall be applied by Bank first upon all expenses authorized
                by
                the Uniform Commercial Code and all reasonable attorney fees and
                legal
                expenses incurred by Bank; the balance of the proceeds of the sale
                or
                other disposition shall be applied in the payment of the Indebtedness,
                first to interest, then to principal, then to remaining Indebtedness
                and
                the surplus, if any, shall be paid over to Debtor or to such other
                person(s) as may be entitled to it under applicable law. Debtor shall
                remain liable for any deficiency, which it shall pay to Bank immediately
                upon demand. Debtor agrees that Bank shall be under no obligation
                to
                accept any noncash proceeds in connection with any sale or disposition
                of
                Collateral unless failure to do so would be commercially unreasonable.
                If
                Bank agrees in its sole discretion to accept noncash proceeds (unless
                the
                failure to do so would be commercially unreasonable), Bank may ascribe
                any
                commercially reasonable value to such proceeds. Without limiting
                the
                foregoing, Bank may apply any discount factor in determining the
                present
                value of proceeds to be received in the future or may elect to apply
                proceeds to be received in the future only as and when such proceeds
                are
                actually received in cash by Bank.

            


    

    


    
      	 	
              4.5

            	
              Nothing
                in this Agreement is intended, nor shall it be construed, to preclude
                Bank
                from pursuing any other remedy provided by law or in equity for the
                collection of the Indebtedness or for the recovery of any other sum
                to
                which Bank may be entitled for the breach of this Agreement by Debtor.
                Nothing in this Agreement shall reduce or release in any way any
                rights or
                security interests of Bank contained in any existing agreement between
                Borrower, Debtor, or any Guarantor and
                Bank.

            


    

    


    
      	 	
              4.6

            	
              No
                waiver of default or consent to any act by Debtor shall be effective
                unless in writing and signed by an authorized officer of Bank. No
                waiver
                of any default or forbearance on the part of Bank in enforcing any
                of its
                rights under this Agreement shall operate as a waiver of any other
                default
                or of the same default on a future occasion or of any
                rights.

            


    

    


    
      	 	
              4.7

            	
              Debtor
                (a) irrevocably appoints Bank or any agent of Bank (which appointment
                is
                coupled with an interest) the true and lawful attorney of Debtor
                (with
                full power of substitution) in the name, place and stead of, and
                at the
                expense of, Debtor and (b) authorizes Bank or any agent of Bank,
                in its
                own name, at Debtor's expense, to do any of the following, as Bank,
                in its
                sole discretion, deems
                appropriate:

            


    


    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

        
          Exhibit
            10.1

        

      

    


    


    
      	 	
              (i)

            	
              to
                demand, receive, sue for, and give receipts or acquittances for any
                moneys
                due or to become due on any Collateral and to endorse any item
                representing any payment on or proceeds of the
                Collateral;

            


    

    
      	 	
              (ii)

            	
              to
                execute and file in the name of and on behalf of Debtor all financing
                statements or other filings deemed necessary or desirable by Bank
                to
                evidence, perfect, or continue the security interests granted in
                this
                Agreement; and

            


    

    
      	 	
              (iii)

            	
              to
                do and perform any act on behalf of Debtor permitted or required
                under
                this Agreement.

            


    

    


    
      	 	
              4.8

            	
              Upon
                the occurrence of an Event of Default, Debtor also agrees, upon request
                of
                Bank, to assemble the Collateral and make it available to Bank at
                any
                place designated by Bank which is reasonably convenient to Bank and
                Debtor.

            


    

    


    
      	 	
              4.9

            	
              The
                following shall be the basis for any finder of fact's determination
                of the
                value of any Collateral which is the subject matter of a disposition
                giving rise to a calculation of any surplus or deficiency under Section
                9.615(f) of the Uniform Commercial Code (as in effect on or after
                July 1,
                2001): (a) The Collateral which is the subject matter of the disposition
                shall be valued in an "as is" condition as of the date of the disposition,
                without any assumption or expectation that such Collateral will be
                repaired or improved in any manner; (b) the valuation shall be based
                upon
                an assumption that the transferee of such Collateral desires a resale
                of
                the Collateral for cash promptly (but no later than 30 days) following
                the
                disposition; (c) all reasonable closing costs customarily borne by
                the
                seller in commercial sales transactions relating to property similar
                to
                such Collateral shall be deducted including, without limitation,
                brokerage
                commissions, tax prorations, attorney's fees, whether inside or outside
                counsel is used, and marketing costs; (d) the value of the Collateral
                which is the subject matter of the disposition shall be further discounted
                to account for any estimated holding costs associated with maintaining
                such Collateral pending sale (to the extent not accounted for in
                (c)
                above), and other maintenance, operational and ownership expenses;
                and (e)
                any expert opinion testimony given or considered in connection with
                a
                determination of the value of such Collateral must be given by persons
                having at least 5 years experience in appraising property similar
                to the
                Collateral and who have conducted and prepared a complete written
                appraisal of such Collateral taking into consideration the factors
                set
                forth above. The "value" of any such Collateral shall be a factor
                in
                determining the amount of proceeds which would have been realized
                in a
                disposition to a transferee other than a secured party, a person
                related
                to a secured party or a secondary obligor under Section 9.615(f)
                of the
                Uniform Commercial Code.

            


    

    


    
      	
              5.

            	
              Miscellaneous.

            


    

    
      	 	
              5.1

            	
              Until
                Bank is advised in writing by Debtor to the contrary, all notices,
                requests and demands required under this Agreement or by law shall
                be
                given to, or made upon, Debtor at the following
                address:

            


    

    


    
      	
              16250
                Dallas Pkwy. , Ste. 205  

            	 	 	 
	
              STREET
                ADDRESS 

            	 	 	 
	 	 	 	 
	
              Dallas 

            	
              TX 

            	
              75248 

            	
              Dallas 

            
	
              CITY 

            	
              STATE 

            	
              ZIP
                CODE 

            	
              COUNTY 

            


    

    


    
      	 	
              5.2

            	
              Debtor
                will give Bank not less than 90 days prior written notice of all
                contemplated changes in Debtor's name, location, chief executive
                office,
                principal place of business, and/or location of any Collateral, but
                the
                giving of this notice shall not cure any Event of Default caused
                by this
                change.

            


    

    


    
      	 	
              5.3

            	
              Bank
                assumes no duty of performance or other responsibility under any
                contracts
                contained within the Collateral.

            


    

    


    
      	 	
              5.4

            	
              Bank
                has the right to sell, assign, transfer, negotiate or grant participations
                or any interest in, any or all of the Indebtedness and any related
                obligations, including without limit this Agreement. In connection
                with
                the above, but without limiting its ability to make other disclosures
                to
                the full extent allowable, Bank may disclose all documents and information
                which Bank now or later has relating to Debtor, the Indebtedness
                or this
                Agreement, however obtained. Debtor further agrees that Bank may
                provide
                information relating to this Agreement or relating to Debtor or the
                Indebtedness to the Bank's parent, affiliates, subsidiaries, and
                service
                providers.

            


    

    


    
      	 	
              5.5

            	
              In
                addition to Bank's other rights, any indebtedness owing from Bank
                to
                Debtor can be set off and applied by Bank on any Indebtedness at
                any
                time(s) either before or after maturity or demand without notice
                to
                anyone. Any such action shall not constitute acceptance of collateral
                in
                discharge of any portion of the
                Indebtedness.

            


    


    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

        
          Exhibit
            10.1

        

      

    


    


    
      	 	
              5.6

            	
              Debtor,
                to the extent not expressly prohibited by applicable law, waives
                any right
                to require the Bank to: (a) proceed against any person or property;
                (b)
                give notice of the terms, time and place of any public or private
                sale of
                personal property security held from Borrower or any other person,
                or
                otherwise comply with the provisions of Section 9.504 of the Uniform
                Commercial Code in effect prior to July 1, 2001 or its successor
                provisions thereafter; or (c) pursue any other remedy in the Bank's
                power.
                Debtor waives notice of acceptance of this Agreement and presentment,
                demand, protest, notice of protest, dishonor, notice of dishonor,
                notice
                of default, notice of intent to accelerate or demand payment of any
                Indebtedness, any and all other notices to which the undersigned
                might
                otherwise be entitled, and diligence in collecting any Indebtedness,
                and
                agree(s) that the Bank may, once or any number of times, modify the
                terms
                of any Indebtedness, compromise, extend, increase, accelerate, renew
                or
                forbear to enforce payment of any or all Indebtedness, or permit
                Borrower
                to incur additional Indebtedness, all without notice to Debtor and
                without
                affecting in any manner the unconditional obligation of Debtor under
                this
                Agreement. Debtor unconditionally and irrevocably waives each and
                every
                defense and setoff of any nature which, under principles of guaranty
                or
                otherwise, would operate to impair or diminish in any way the obligation
                of Debtor under this Agreement, and acknowledges that such waiver
                is by
                this reference incorporated into each security agreement, collateral
                assignment, pledge and/or other document from Debtor now or later
                securing
                the Indebtedness, and acknowledges that as of the date of this Agreement
                no such defense or setoff exists.

            


    

    


    
      	 	
              5.7

            	
              Debtor
                waives any and all rights (whether by subrogation, indemnity,
                reimbursement, or otherwise) to recover from Borrower any amounts
                paid or
                the value of any Collateral given by Debtor pursuant to this Agreement
                until such time as all of the Indebtedness has been fully
                paid.

            


    

    


    
      	 	
              5.8

            	
              In
                the event that applicable law shall obligate Bank to give prior notice
                to
                Debtor of any action to be taken under this Agreement, Debtor agrees
                that
                a written notice given to Debtor at least ten days before the date
                of the
                act shall be reasonable notice of the act and, specifically, reasonable
                notification of the time and place of any public sale or of the time
                after
                which any private sale, lease, or other disposition is to be made,
                unless
                a shorter notice period is reasonable under the circumstances. A
                notice
                shall be deemed to be given under this Agreement when delivered to
                Debtor
                or when placed in an envelope addressed to Debtor and deposited,
                with
                postage prepaid, in a post office or official depository under the
                exclusive care and custody of the United States Postal Service or
                delivered to an overnight courier. The mailing shall be by overnight
                courier, certified, or first class
                mail.

            


    

    


    
      	 	
              5.9

            	
              Notwithstanding
                any prior revocation, termination, surrender, or discharge of this
                Agreement in whole or in part, the effectiveness of this Agreement
                shall
                automatically continue or be reinstated in the event that any payment
                received or credit given by Bank in respect of the Indebtedness is
                returned, disgorged, or rescinded under any applicable law, including,
                without limitation, bankruptcy or insolvency laws, in which case
                this
                Agreement, shall be enforceable against Debtor as if the returned,
                disgorged, or rescinded payment or credit had not been received or
                given
                by Bank, and whether or not Bank relied upon this payment or credit
                or
                changed its position as a consequence of it. In the event of continuation
                or reinstatement of this Agreement, Debtor agrees upon demand by
                Bank to
                execute and deliver to Bank those documents which Bank determines
                are
                appropriate to further evidence (in the public records or otherwise)
                this
                continuation or reinstatement, although the failure of Debtor to
                do so
                shall not affect in any way the reinstatement or
                continuation.

            


    

    


    
      	 	
              5.10

            	
              This
                Agreement and all the rights and remedies of Bank under this Agreement
                shall inure to the benefit of Bank's successors and assigns and to
                any
                other holder who derives from Bank title to or an interest in the
                Indebtedness or any portion of it, and shall bind Debtor and the
                heirs,
                legal representatives, successors, and assigns of Debtor. Nothing
                in this
                Section 5.10 is deemed a consent by Bank to any assignment by
                Debtor.

            


    

    


    
      	 	
              5.11

            	
              If
                there is more than one Debtor, all undertakings, warranties and covenants
                made by Debtor and all rights, powers and authorities given to or
                conferred upon Bank are made or given jointly and
                severally.

            


    

    


    
      	 	
              5.12

            	
              Except
                as otherwise provided in this Agreement, all terms in this Agreement
                have
                the meanings assigned to them in Article 9 (or, absent definition
                in
                Article 9, in any other Article) of the Uniform Commercial Code as
                those
                meanings may be amended, revised or replaced from time to time. "Uniform
                Commercial Code" means the Texas Business and Commerce Code as amended,
                revised or replaced from time to time. Notwithstanding the foregoing,
                the
                parties intend that the terms used herein which are defined in the
                Uniform
                Commercial Code have, at all times, the broadest and most inclusive
                meanings possible. Accordingly, if the Uniform Commercial Code shall
                in
                the future be amended or held by a court to define any term used
                herein
                more broadly or inclusively than the Uniform Commercial Code in effect
                on
                the date of this Agreement, then such term, as used herein, shall
                be given
                such broadened meaning. If the Uniform Commercial Code shall in the
                future
                be amended or held by a court to define any term used herein more
                narrowly, or less inclusively, than the Uniform Commercial Code in
                effect
                on the date of this Agreement, such amendment or holding shall be
                disregarded in defining terms used in this
                Agreement.

            


    


    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

        
          Exhibit
            10.1

        

      

    


    


    
      	 	
              5.13

            	
              No
                single or partial exercise, or delay in the exercise, of any right
                or
                power under this Agreement, shall preclude other or further exercise
                of
                the rights and powers under this Agreement. The unenforceability
                of any
                provision of this Agreement shall not affect the enforceability of
                the
                remainder of this Agreement. This Agreement constitutes the entire
                agreement of Debtor and Bank with respect to the subject matter of
                this
                Agreement. No amendment or modification of this Agreement shall be
                effective unless the same shall be in writing and signed by Debtor
                and an
                authorized officer of Bank. THIS AGREEMENT SHALL BE GOVERNED BY AND
                CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS.
                WITHOUT REGARD TO CONFLICT OF LAWS
                PRINCIPALS.

            


    

    


    
      	 	
              5.14

            	
              To
                the extent that any of the Indebtedness is payable upon demand, nothing
                contained in this Agreement shall modify the terms and conditions
                of that
                Indebtedness nor shall anything contained in this Agreement prevent
                Bank
                from making demand, without notice and with or without reason, for
                immediate payment of any or all of that Indebtedness at any time(s),
                whether or not an Event of Default has
                occurred.

            


    

    


    
      	 	
              5.15

            	
              Debtor
                represents and warrants that Debtor's exact name is the name set
                forth in
                this Agreement. Debtor further represents and warrants the following
                and
                agrees that Debtor is, and at all times shall be, located in the
                following
                place :

            


    

    Debtor
      is
      an individual, and Debtor is located (as determined pursuant to the Uniform
      Commercial Code) at Debtor's principal residence which is (street address,
      state
      and county or parish): N/A.

    


    Debtor
      is
      a registered organization which is organized under the laws of one of the states
      comprising the United States (e.g. corporation, limited partnership, registered
      limited liability partnership or limited liability company), and Debtor is
      located (as determined pursuant to the Uniform Commercial Code) in the state
      under the laws of which it was organized, which is (state): Delaware.

    


    Debtor
      is
      a domestic organization which is not a registered organization under the laws
      of
      the United States or any state thereof (e.g. general partnership, joint venture,
      trust, estate or association), and Debtor is located (as determined pursuant
      to
      the Uniform Commercial Code) at its sole place of business or, if it has more
      than one place of business, at its chief executive office, which is (street
      address, state and county or parish): N/A.

    


    Debtor
      is
      a registered organization organized under the laws of the United States, and
      Debtor is located in the state that United States law designates as its location
      or, if United States law authorizes the Debtor to designate the state for its
      location, the state designated by Debtor, or if neither of the foregoing are
      applicable, at the District of Columbia. Based on the foregoing, Debtor is
      located (as determined pursuant to the Uniform Commercial Code) at (state):
      N/A.

    


    Debtor
      is
      a foreign individual or foreign organization-or-a branch or agency of a bank
      that is not organized under the laws of the United States or a state thereof,
      Debtor is located (as determined pursuant to the Uniform Commercial Code) at
      (street address, state and county or parish):  N/A .

    


    The
      Collateral is located at and shall be maintained at the following
      location(s):

    
      	
              16250
                Dallas Pkwy. , Ste. 205  

            	 	 	 
	
              STREET
                ADDRESS 

            	 	 	 
	 	 	 	 
	
              Dallas 

            	
              TX 

            	
              75248 

            	
              Dallas 

            
	
              CITY 

            	
              STATE 

            	
              ZIP
                CODE 

            	
              COUNTY 

            


    

    Collateral
      shall be maintained only at the locations identified in this Section
      5.15.

    


    
      	 	
              5.16

            	
              A
                carbon, photographic or other reproduction of this Agreement shall
                be
                sufficient as a financing statement under the Uniform Commercial
                Code and
                may be filed by Bank in any filing
                office.

            


    

    


    
      	 	
              5.17

            	
              This
                Agreement shall be terminated only by the filing of a termination
                statement in accordance with the
                applicable

            


    

    provisions
      of the Uniform Commercial Code, but the obligations contained in Section 2.13
      of
      this Agreement shall survive termination.

    


    
      	 	
              5.18

            	
              Debtor
                agrees to reimburse the Bank upon demand for any and all costs and
                expenses (including, without limit, court costs, legal expenses and
                reasonable attorneys' fees, whether inside or outside counsel is
                used,
                whether or not suit is instituted and, if suit is instituted, whether
                at
                the trial court level, appellate level, in a bankruptcy, probate
                or
                administrative proceeding or otherwise) incurred in enforcing or
                attempting to enforce this Agreement or in exercising or attempting
                to
                exercise any right or remedy under this Agreement or incurred in
                any other
                matter or proceeding relating to this Security
                Agreement.

            


    


    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

        
          Exhibit
            10.1

        

      

    


    


    
      	6.  	
              DEBTOR
                AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL
                ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR
                HAVING
                HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY
                AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO
                TRIAL BY
                JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT
                OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE
                INDEBTEDNESS.

            


    

    


    
      	7.  	 


    

    THIS
      IS A TEXAS SPECIFIC PROVISION: THIS WRITTEN LOAN AGREEMENT (AS DEFINED BY
      SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE) REPRESENTS THE FINAL
      AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
      CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
      UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

    
      	
              7.

            	
              Special
                Provisions Applicable to this Agreement. (*None, if left
                blank)

            


    

    


    
      	 	
              DEBTOR:

            	
              Ascendant
                Solutions, Inc.

            
	 	 	 	
              DEBTOR
                NAME TYPED/PRINTED

            
	 	 	 
	 	
              By:

            	
              /s/
                Gary
                Boyd

            
	 	 	
              SIGNATURE
                OF Gary Boyd 

            
	 	 	 
	 	
              Its: 

            	
              Chief
                Financial Officer 

            
	 	 	
              TITLE
                (If applicable) 

            
	 	 	 
	 	
              By: 

            	 
	 	 	
              SIGNATURE
                OF 

            
	 	 	 
	 	
              Its: 

            	 
	 	 	
              TITLE
                (If applicable) 

            
	 	 	 
	 	
              By: 

            	 
	 	 	
              SIGNATURE
                OF 

            
	 	 	 
	 	
              Its: 

            	 
	 	 	
              TITLE
                (If applicable) 

            
	 	 	 
	 	
              By: 

            	 
	 	 	
              SIGNATURE
                OF 

            
	 	 	 
	 	
              Its: 

            	 
	 	 	
              TITLE
                (If applicable) 

            


    

    


    Borrower(s):

    Ascendant
      Solutions, Inc.

    


    


    PEDESTAL
      - Dynamic Security Agreement

    Revision
      Date (12/03) KMA

    -48-