exv10w2



 





Exhibit 10.2




AGREEMENT




     THIS AGREEMENT (this “Agreement”), dated October 15, 2004, is by and among
Seton Securities Group, Inc., a New Jersey corporation (“Buyer”), Charles H.
Mayer, (“Mayer” and together with Buyer, the “Buyer Parties”), Westech Capital
Corp., a Delaware corporation (“Parent”), and Tejas Securities Group, Inc., a
Texas corporation (“Seller” and, together with Parent, the “Seller Parties”
and, together with the Buyer Parties, the “Parties”).



RECITALS




     A. Seller is engaged in the business of providing brokerage and related
financial services to institutional and retail customers (the “Business”).



     B. The Seller Parties desire that Seller sell to Buyer, and Buyer desires
to purchase from Seller, the assets and properties Seller uses in operating the
Business in the State of New Jersey (the “New Jersey Operations”), all on the
terms and subject to the conditions set forth herein (collectively, the
"Transactions”).



AGREEMENT




     NOW, THEREFORE, in consideration of the premises, the respective
representations, warranties, covenants and agreements contained in this
Agreement, and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally
bound, the Parties agree as follows:



ARTICLE 1.

TRANSACTIONS




     1.1 Transfer of Assets.




     (a) Transferred Assets. Buyer hereby receives from Seller, and
Seller hereby transfers and delivers to Buyer, all right, title and
interest in and to all of the assets listed on Schedule 1.1(a)
(collectively, the “Transferred Assets”).




     (b) Excluded Assets. The Transferred Assets will exclude all of
Seller’s assets not specifically listed on Schedule 1.1(a) (collectively,
the “Excluded Assets”), which remain Seller’s property immediately
following the Closing (as defined in Section 1.3).




     (c) Buyer and Seller will file IRS Form 8594, and all federal, state
and local tax returns, in accordance with the purchase price allocation
set forth on Schedule 1.1(d). The Parties agree that $1 shall be
allocated to tangible assets for purposes of all federal, state and local
tax returns.



     1.2 Assumed Liabilities.




     (a) Assumed Liabilities. Buyer hereby assumes and becomes
responsible for, and shall pay and fully perform when due, all
liabilities and obligations of and related to the New Jersey Operations,
whether currently known or unknown, contingent or otherwise, whether
incurred before or after the Closing, including those liabilities



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pertaining to the New Jersey Operations as listed on Schedule 1.2(b)
(collectively, the “New Jersey Assumed Liabilities”) and whether the
event giving rise to such liability or obligation occurred before or
after the Closing, including but not limited to any liabilities,
obligations or claims related to employees of Seller who become employees
of Buyer or any other owner of the New Jersey.




     (b) Excluded Liabilities. The Assumed Liabilities exclude, and
Buyer does not assume or have any responsibility with respect to, any
other liabilities or obligations of Seller (collectively, the “Excluded
Liabilities”), including those liabilities pertaining to the New Jersey
Operations as listed on Schedule 1.2(a) (collectively, the “New Jersey
Excluded Liabilities”).



     1.3 Deliveries. Upon the Buyer’s successful registration as a market
maker and municipal securities dealer with the NASD or no later than December
31, 2004, execution and delivery of this Agreement by all Parties shall occur
on the date of Closing (the “Closing Date”) as follows:




     (a) The applicable Seller Parties shall deliver or cause to be
delivered to the Buyer Parties such bills of sale, certificates of title
or origin, deeds, assignments and other instruments of transfer or
conveyance or as may be otherwise necessary to evidence and effect the
assignment and delivery of the Transferred Assets to Buyer.




     (b) In the event that the Buyer is not able to execute this
Agreement by the Closing Date, Buyer has the option of extending the
Closing Date until June 30, 2005 for consideration to be paid to the
Seller in the amount of $10,000.



ARTICLE 2.

REPRESENTATIONS AND WARRANTIES

CONCERNING THE BUYER PARTIES




     Each of the Buyer Parties, jointly and severally, represents and warrants
to the Seller Parties that the statements contained in this ARTICLE 2 are
correct and complete on the Closing Date.



     2.1 Organization of Buyer. Buyer is an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization. Buyer has the requisite entity power and authority necessary to
own or lease its properties and to carry on its businesses as currently
conducted.



     2.2 Authority of Buyer Parties; Enforceability. Buyer has the relevant
power and authority necessary to execute and deliver this Agreement and each
other document contemplated hereby and to which it is a party and to perform
and consummate the Transactions. Mayer has the capacity necessary to execute
and deliver this Agreement and each other document contemplated hereby and to
which he is a party and to perform and consummate the Transactions. Buyer has
taken all action necessary to authorize its execution and delivery of this
Agreement and each other document contemplated hereby and to which Buyer is a
party, the performance of its obligations hereunder and thereunder and its
consummation of the Transactions. This Agreement and each other document
contemplated hereby and to which a Buyer Party is a party has been duly
authorized, executed and delivered by such Buyer Party and is enforceable
against such Buyer Party in accordance with its terms, except as such



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enforceability may be subject to the effects of bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting the rights of
creditors and general principles of equity (an “Enforceability Exception”).



ARTICLE 3.

REPRESENTATIONS AND WARRANTIES

CONCERNING THE SELLER PARTIES




     Each Seller Party, jointly and severally, represents and warrants to the
Buyer Parties that the statements contained in this ARTICLE 3 are correct and
complete on the Closing Date.



     3.1 Entity Status. Each Seller Party is an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization. Seller has the requisite entity power and authority necessary to
own or lease its properties and to carry on its businesses as currently
conducted.



     3.2 Power and Authority; Enforceability. Each Seller Party has the
relevant power and authority necessary to execute and deliver this Agreement
and each other document contemplated hereby and to which it is a party and to
perform and consummate the Transactions. Each Seller Party has taken all
action necessary to authorize the execution and delivery by such Seller Party
of this Agreement and each other document contemplated hereby and to which it
is a party, the performance of its respective obligations hereunder and
thereunder, and the consummation by such Seller Party of the Transactions.
This Agreement and each other document contemplated hereby and to which a
Seller Party is a party has been duly authorized, executed and delivered by
such Seller Party and is enforceable against such Seller Party in accordance
with its terms, subject to the Enforceability Exceptions.



ARTICLE 4.

COVENANTS




     4.1 General. If any time after the Closing any further action is
necessary or desirable to carry out this Agreement’s purposes, each Party will
take such further action (including executing and delivering any further
instruments and documents, obtaining any permits and consents and providing any
reasonably requested information) as any other Party may reasonably request,
all at the requesting Party’s sole cost and expense (unless the requesting
Party is entitled to indemnification therefor under ARTICLE 5).



     4.2 Resignation and Release.




     (a) Mayer hereby tenders his resignation as an employee of Seller.




     (b) As a material inducement for the Seller Parties to enter into
this Agreement, each Buyer Party releases and forever discharges the
Seller Parties and each of their current and former predecessors,
subsidiaries, affiliates, successors, assigns, officers, directors,
stockholders, employees, agents, attorneys and each of their heirs,
successors, assigns, agents, and attorneys (hereinafter referred to as
“Releasees”) from any and all claims, charges, complaints, liabilities or
obligations of any kind whatsoever, arising in tort or contract, whether
known or unknown, which any Buyer Party may have, now has, or has ever
had arising from Mayer’s employment with the Seller Parties or the
termination of that employment, or any other matter or event which may
have occurred



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on or before the date of this Agreement (the “Released Claims”).
The Released Claims include, but are not limited to, any and all claims,
charges, complaints, liabilities or obligations under federal, state or
local law, including the Fair Housing Act, the Texas Fair Housing Act,
the Age Discrimination in Employment Act (“ADEA”), the Older Workers
Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of
1964, as amended by the Civil Rights Act of 1991, the Rehabilitation Act
of 1973, the Americans With Disabilities Act, the Family and Medical
Leave Act, the Americans with Disabilities Act, the Texas Commission on
Human Rights Act, the Texas Labor Code, and the Employee Retirement
Income Security Act. Each Buyer Party further agrees not to bring any
Released Claim or action against the Releasees, either individually or
collectively; provided however, that Mayer may file a lawsuit to
challenge the validity of the release of the ADEA claims under this
subsection (c), including the knowing and voluntary nature of the ADEA
release under the OWBPA. Each Buyer Party agrees that if any Buyer Party
breaches this subsection (c) and initiates a legal proceeding or files a
Released Claim with a federal, state or local agency, the Buyer Parties
shall be jointly and severally liable for any and all expenses incurred
by the person or entity who has to defend the action, including
reasonable attorney’s fees; provided however, that this sentence shall
not apply to claims initiated by Mayer to challenge the validity of the
release of the ADEA claims under this subsection (c), including the
knowing and voluntary nature of the ADEA release under the OWBPA.




     (c) Voluntary Execution. Mayer understands and agrees that he:




     (i) may take up to twenty-one (21) calendar days to consider
whether or not he desires to execute this Agreement/Release;




     (ii) may revoke the Release at any time during the seven (7)
calendar day period (the “Revocation Period”) after the Closing
Date. Any such revocation must be in writing and delivered to the
Parent’s chief executive officer. Mayer understands that the
Release is not effective, and Mayer is not entitled to the Payment
specified in subsection (b), until the expiration of this
Revocation Period. Mayer understands that upon the expiration of
such Revocation Period the entire Release will be binding upon
Mayer and will be irrevocable;




     (iii) has carefully read and fully understands all of the
provisions of the Release;




     (iv) knowingly and voluntarily agrees to all of the terms set
forth in the Release and to be bound by the Release;




     (v) is hereby advised in writing to consult with an attorney
and tax advisor of his choice prior to executing the Release and
has had the opportunity and sufficient time to seek such advice;
and




     (vi) understands that rights or claims under the ADEA that may
arise after the date the Release is executed are not waived.



     4.3 Confidentiality. Each Buyer Party will, and will cause each of its
respective affiliates, directors, officers, employees, agents, representatives
and similarly situated persons to (a) treat and hold as confidential, and not
use or disclose, any of the information concerning the



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Excluded Assets, the negotiation or existence and terms of this Agreement
and the business affairs of the Seller Parties (“Confidential Information”),
except for (i) disclosures to the person’s professional advisors, the actions
for which the disclosing person will be responsible and (ii) disclosures
required for such person to perform obligations it may have under this
Agreement, and (b) deliver promptly to the Seller Parties or destroy, at the
Seller Parties’ request and option, all tangible embodiments (and all copies)
of the Confidential Information which are in such person’s possession. If any
person subject to these confidentiality provisions is ever required by law to
disclose any Confidential Information, the relevant Buyer Party will notify the
Seller Parties promptly of the request or requirement so that the Seller
Parties may seek an appropriate protective order or waive compliance with this
Section 4.3.



     4.4 Restrictive Covenants. To assure that the Seller Parties will realize
the benefits of the Transactions, each Buyer Party agrees that it will not, and
will ensure that each of its affiliates does not:




     (a) From the Closing Date until one (1) year after the Closing Date
(the “Non-Compete Termination Date”), directly or indirectly (i) solicit
any customers of the Seller Parties or any of their affiliates for the
benefit of any business directly or indirectly in competition with the
investment products currently offered by the Seller Parties or any of
their affiliates, except for those customers listed on Schedule
4.4(b)(i), or (ii) request, advise or induce any person who is a
customer, employee, contractor, vendor or lessor of the Seller Parties or
any of their affiliates to withdraw, curtail or cancel, or engage in any
other activity that could adversely affect, the relationship such person
has with the Seller Parties or their affiliates except for those
customers, employees, contractors, vendors or lessors listed on Schedule
4.4(b)(ii).




     (b) From the Closing Date until the Non-Compete Termination Date,
directly or indirectly, for itself or on behalf of another, solicit for
employment or engagement as an independent contractor, or for any other
similar purpose, any person who was in the six-month period preceding the
solicitation, or is at the time of the solicitation, an employee or
independent contractor of the Seller Parties or any of their affiliates,
except for those persons listed on Schedule 4.4(c).



     Each Buyer Party acknowledges that the restrictions in this Section 4.4
are reasonable in scope and duration and are necessary to protect the Seller
Parties after the Closing. The Buyer Parties acknowledge that a Buyer Party’s
breach of this Section 4.4 will cause irreparable damage to the Seller Parties,
and upon breach of any provision of this Section 4.4, the Seller Parties will
be entitled to injunctive relief, specific performance or other equitable
relief without bond or other security; provided, however, that the foregoing
remedies will in no way limit any other remedies the Seller Parties may have.



     4.5 Costs of Transfer. The Seller Parties shall bear the out-of-pocket
costs of any sales tax, use tax, real property transfer or gains tax,
documentary stamp tax, or similar tax attributable to the transfer of the
Transferred Assets.



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ARTICLE 5.

INDEMNIFICATION




     5.1 Survival of Representations, Warranties and Covenants. Each
representation and warranty of the Parties contained herein and any certificate
related to such representations and warranties will survive the Closing and
will continue in full force and effect forever. Each covenant and obligation
in this Agreement and any document delivered pursuant to this Agreement will
survive the Closing forever. Unless expressly waived pursuant to this
Agreement, no representation, warranty, covenant, right or remedy available to
any person in connection with the Transactions will be deemed waived by any
action or inaction of that person (including consummation of the Transactions,
any inspection or investigation, or the awareness of any fact or matter) at any
time, whether before, on or after the Closing.



     5.2 Indemnification Provisions for the Parties’ Benefit.




     (a) “Damages” means all losses (including diminution in value),
damages and other costs and expenses of any kind or nature whatsoever,
whether known or unknown, contingent or vested, matured or unmatured, and
whether or not resulting from third-party claims, including costs
(including reasonable fees and expenses of attorneys, other professional
advisors and expert witnesses and the allocable portion of the relevant
person’s internal costs) of investigation, preparation and litigation in
connection with any action or threatened action.




     (b) The Buyer Parties will indemnify and hold each Seller Party and
its affiliates, and their respective officers, directors, managers,
employees, agents, representatives, controlling persons, stockholders and
similarly situated persons, harmless from and pay any and all Damages
directly or indirectly, resulting from, relating to, arising out of or
attributable to any of the following: (i) any breach of any
representation or warranty any Buyer Party has made in this Agreement;
(ii) any breach, violation or default by any Buyer Party of any
obligation of such Buyer Party in this Agreement; (iii) the operation and
ownership of the New Jersey Operations after the Closing; and (iv)
Buyer’s failure to pay or perform when due the Assumed Liabilities.




     (c) The Seller Parties will indemnify and hold each Buyer Party and
its affiliates, and their respective officers, directors, managers,
employees, agents, representatives, controlling persons, stockholders and
similarly situated persons, harmless from and pay any and all Damages
directly or indirectly, resulting from, relating to, arising out of or
attributable to any of the following: (i) any breach of any
representation or warranty any Seller Party has made in this Agreement;
and (ii) any breach, violation or default by any Seller Party of any
obligation of such Seller Party in this Agreement.



     5.3 Indemnification Claim Procedures. If any action is commenced or
threatened that may give rise to a claim for indemnification (an
“Indemnification Claim”) by any person entitled to indemnification under this
Agreement (each, an “Indemnified Party”) against any person obligated to
indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party
will promptly give notice to the Indemnitor. Failure to notify the Indemnitor
will not relieve the Indemnitor of any liability that it may have to the
Indemnified Party, except to the extent the defense of such action is
materially and irrevocably prejudiced by the Indemnified Party’s failure to
give such notice. An Indemnitor may elect at any time to assume and thereafter



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conduct the defense of the Indemnification Claim with counsel of the
Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided,
however, that the Indemnitor will not approve of the entry of any judgment or
enter into any settlement with respect to the Indemnification Claim without the
Indemnified Party’s prior written approval (which must not be withheld
unreasonably). Until an Indemnitor assumes the defense of the Indemnification
Claim, the Indemnified Party may defend against the Indemnification Claim in
any manner the Indemnified Party reasonably deems appropriate. If the
Indemnified Party gives an Indemnitor notice of an Indemnification Claim and
the Indemnitor does not, within ten (10) days after such notice is given, give
notice to the Indemnified Party of its election to assume the defense of such
Indemnification Claim and thereafter promptly assume such defense, then the
Indemnitor will be bound by any judicial determination made with respect to
such Indemnification Claim or any compromise or settlement of such
Indemnification Claim effected by the Indemnified Party.



     5.4 Negligence of Another Person. ANY PARTY’S LIABILITY UNDER THIS
AGREEMENT WILL NOT BE NEGATED BY ANY OTHER PERSON’S ALLEGED OR PROVEN SOLE,
JOINT OR CONTRIBUTORY NEGLIGENCE.



     5.5 Disclaimer of Warranty. THE TRANSFERRED ASSETS ARE TRANSFERRED ON AN
“AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NON-INFRINGEMENT OR
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
QUIET ENJOYMENT, OR WARRANTIES AS TO THE LEGAL SUFFICIENCY TO CONVEY TITLE TO
ANY ASSETS, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN.



ARTICLE 6.

MISCELLANEOUS




     6.1 Entire Agreement. This Agreement, together with the other transaction
documents and all schedules, exhibits, annexes or other attachments hereto or
thereto, and the certificates, documents, instruments and writings that are
delivered pursuant hereto or thereto, constitutes the entire agreement and
understanding of the Parties in respect of the subject matter hereof and
supersedes all prior understandings, agreements or representations by or among
the Parties, written or oral, to the extent they relate in any way to the
subject matter hereof. Except as provided in ARTICLE 5, there are no third
party beneficiaries having rights under or with respect to this Agreement.



     6.2 Assignment; Binding Effect. Neither the Buyer Parties nor the Seller
Parties may assign either this Agreement or any of their respective rights,
interests or obligations hereunder without the prior written approval of the
Seller Parties or the Buyer Parties, respectively. All of the terms,
agreements, covenants, representations, warranties and conditions of this
Agreement are binding upon, inure to the benefit of and are enforceable by, the
Parties and their respective successors and permitted assigns.



     6.3 Notices. All notices, requests and other communications provided for
or permitted to be given under this Agreement must be in writing and must be
given by personal delivery, by certified or registered United States mail
(postage prepaid, return receipt requested), by a nationally recognized
overnight delivery service for next day delivery, or by facsimile



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transmission, to the intended recipient at the address set forth for the
recipient on the signature page (or to such other address as any Party may give
in a notice given in accordance with the provisions hereof). Notices, requests
and other communications sent in any other manner, including by electronic
mail, will not be effective.



     6.4 Specific Performance; Remedies. Each Party acknowledges and agrees
that the other Parties would be damaged irreparably if any provision of this
Agreement were not performed in accordance with its specific terms or were
otherwise breached. Accordingly, the Parties will be entitled to an injunction
or injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and its provisions in any action or
proceeding instituted in any state or federal court sitting in Travis County,
Texas having jurisdiction over the Parties and the matter, in addition to any
other remedy to which they may be entitled, at law or in equity. Except as
expressly provided herein, the rights, obligations and remedies created by this
Agreement are cumulative and in addition to any other rights, obligations or
remedies otherwise available at law or in equity. Nothing herein will be
considered an election of remedies.



     6.5 Headings. The article and section headings contained in this
Agreement are inserted for convenience only and will not affect in any way the
meaning or interpretation of this Agreement.



     6.6 Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Texas, without giving effect to any
choice of law principles.



     6.7 Amendment; Extensions; Waivers. No amendment, modification, waiver,
replacement, termination or cancellation of any provision of this Agreement
will be valid, unless the same is in writing and signed by the Seller Parties
and the Buyer Parties. Each waiver of a right hereunder does not extend beyond
the specific event or circumstance giving rise to the right. No waiver by any
Party of any default, misrepresentation or breach of warranty or covenant
hereunder, whether intentional or not, may be deemed to extend to any prior or
subsequent default, misrepresentation or breach of warranty or covenant
hereunder or affect in any way any rights arising because of any prior or
subsequent such occurrence. Neither the failure nor any delay on the part of
any Party to exercise any right or remedy under this Agreement will operate as
a waiver thereof, nor does any single or partial exercise of any right or
remedy preclude any other or further exercise of the same or of any other right
or remedy.



     6.8 Severability. The provisions of this Agreement will be deemed
severable and the invalidity or unenforceability of any provision will not
affect the validity or enforceability of the other provisions hereof; provided,
however, that if any provision of this Agreement, as applied to any Party or to
any circumstance, is judicially determined not to be enforceable in accordance
with its terms, the Parties agree that the court judicially making such
determination may modify the provision in a manner consistent with its
objectives such that it is enforceable, and/or to delete specific words or
phrases, and in its modified form, such provision will then be enforceable and
will be enforced.



     6.9 Expenses. Except as otherwise expressly provided in this Agreement,
each Party will bear its own costs and expenses incurred in connection with the
preparation, execution and



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performance of this Agreement and the Transactions, including all fees and
expenses of agents, representatives, financial advisors, legal counsel and
accountants.



     6.10 Counterparts; Effectiveness. This Agreement may be executed in one
or more counterparts, each of which will be deemed an original but all of which
together will constitute one and the same instrument. This Agreement will
become effective when one or more counterparts have been signed by each Party
and delivered to the other Parties.



     6.11 Construction. This Agreement has been freely and fairly negotiated
among the Parties. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the Parties
and no presumption or burden of proof will arise favoring or disfavoring any
Party because of the authorship of any provision of this Agreement.



     6.12 Arbitration and Equitable Relief. Except as provided in Section 4.4,
the Parties agree that any dispute or controversy arising out of or relating to
any interpretation, construction, performance or breach of this Agreement,
shall be settled by arbitration, administered by the American Arbitration
Association (“AAA”) under its Commercial Arbitration Rules, by a single
arbitrator to be held in Austin, Texas, or other city mutually acceptable to
the Parties. AAA’s Optional Rules for Emergency Measures of Protection shall
also apply to the proceedings. The decision of the arbitrator shall be final,
conclusive and binding on the parties to the arbitration. Judgment may be
entered on the arbitrator’s decision in any court having jurisdiction. Unless
otherwise awarded by the arbitrator, each Party shall pay one-half of the costs
and expenses of such arbitration, and their respective counsel fees and
expenses.



     The Parties agree that it may be impossible or inadequate to measure and
calculate a Party’s damages from a breach of Sections 4.3 or 4.4 herein.
Accordingly, the Parties agree that the Parties will have, in addition to any
other right or remedy available, the right to obtain an injunction from a court
of competent jurisdiction restraining such breach or threatened breach and to
specific performance of provisions of this Agreement. The Parties further
agree that no bond or other security shall be required in obtaining such
equitable relief and hereby consent to the issuance of such injunction and to
the ordering of specific performance.



[Signature pages follow]




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SIGNATURE PAGE

TO

ASSET PURCHASE AGREEMENT




     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
as of the date stated in the introductory paragraph of this Agreement.



	 	 	 	 	 
	 

	 	BUYER:	 	 
	 
	 	 	 	 
	 
	 	SETON SECURITIES GROUP, INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ CHARLES H. MAYER
	

	 	 	 	

	

	 	Name:	 	Charles H. Mayer
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	Address:
	 	788 Shrewsbury Avenue
	

	 	 	 	

	

	 	 	 	Tinton Falls, New Jersey 07724
	

	 	 	 	

	 
	 	 	 	 
	

	 	MAYER:	 	 
	 
	 	 	 	 
	

	 	By:	 	/s/ CHARLES H. MAYER
	

	 	 	 	

	

	 	 	 	Charles H. Mayer
	

	 	 	 	

	

	 	Address:
	 	788 Shrewsbury Avenue
	

	 	 	 	

	

	 	 	 	Tinton Falls, New Jersey 07724
	

	 	 	 	

	 
	 	 	 	 
	

	 	PARENT:	 	 
	 
	 	 	 	 
	 
	 	WESTECH CAPITAL CORP.
	 
	 	 	 	 
	

	 	By:	 	/s/ KURT J. RECHNER
	

	 	 	 	

	

	 	Name:	 	Kurt J. Rechner
	

	 	 	 	

	

	 	Title:	 	President and Chief Operating Officer
	

	 	 	 	

	 
	 	 	 	 
	

	 	Address:
	 	2700 Via Fortuna, Suite 400
	

	 	 	 	

	

	 	 	 	Austin, Texas 78746
	

	 	 	 	








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	 	SELLER:
	 
	 	 	 	 
	 
	 	TEJAS SECURITIES GROUP, INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ JOHN F. GARBER
	

	 	 	 	

	

	 	Name:	 	John F. Garber
	

	 	 	 	

	

	 	Title:	 	Chief Financial Officer
	

	 	 	 	

	 
	 	 	 	 
	

	 	Address:
	 	2700 Via Fortuna, Suite 400
	

	 	 	 	

	

	 	 	 	Austin, Texas 78746
	

	 	 	 	








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