EXHIBIT 10.13

Promissory Note, PSW Technologies, Inc.,
November 8,1997


                                 PROMISSORY NOTE
                                  (this "Note")

U.S. $10,000,000.00                                    November 8, 1997 ("Date")

FOR VALUE RECEIVED, PSW TECHNOLOGIES, INC. ("Borrower"), a Delaware corporation,
promises  to pay to the  order  of  TEXAS  COMMERCE  BANK  NATIONAL  ASSOCIATION
("Bank") on or before May 1, 1999 (the "Termination Date"), at its banking house
at 700 Lavaca, P.O. Box 550, Austin, Travis County, Texas 78701-0001, or at such
other  location as Bank may  designate,  in lawful money of the United States of
America,  the lesser of-.  (i)'the  principal  sum of TEN MILLION AND  NO/100THS
UNITED STATES  DOLLARS  (U.S.  $10,000,000.00)  (the  "Maximum Loan Total");  or
(ii)'the aggregate unpaid principal amount of all loans made by Bank to Borrower
pursuant to the terms of the Credit  Agreement (as  hereinafter  defined)  (each
such loan being a "Loan"),  which may be  outstanding on the  Termination  Date.
Each Loan shall be due and  payable on the  maturity  date agreed to by Bank and
Borrower with respect to such Loan (the "Maturity  Date"). In no event shall any
Maturity Date fall on a date after the  Termination  Date.  Subject to the terms
and conditions of this Note and the Loan Documents,  Borrower may borrow,  repay
and  reborrow  all or any part of the  credit  provided  for  herein at any time
before the  Termination  Date,  there being no limitation on the number of Loans
made so long as the total unpaid  principal  amount at any time outstanding does
not exceed the Maximum Loan Total.

"Alternate Base Rate" shall mean for any day, a rate per annum (rounded upwards,
if necessary,  to the next higher 1/16 of 1 %) equal to the greatest of. (a)'the
Prime Rate or (b)'the  Federal Funds  Effective  Rate in effect on such day plus
1/4 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per
annum  determined  from time to time by the Bank as its prime  rate in effect at
its principal office in Houston,  Texas and thereafter entered in the minutes of
its  Loan and  Discount  Committee;  each  change  in the  Prime  Rate  shall be
effective on the date such change is determined;  without  special notice to the
Maker or any other person or entity. THE PRIME RATE IS A REFERENCE RATE AND DOES
NOT  NECESSARILY  REPRESENT  THE  LOWEST OR BEST RATE  ACTUALLY  CHARGED  TO ANY
CUSTOMER AND ANY STATEMENT, REPRESENTATION OR WARRANTY IN THAT REGARD OR TO THAT
EFFECT  IS  EXPRESSLY  DISCLAIMED  BY BANK.  PAYEE  MAY  MAKE  LOANS AT RATES OF
INTEREST AT, ABOVE OR BELOW THE PRIME RATE. "Federal Funds Effective Rate" shall
mean, for any day, the weighted average of the rates on overnight  Federal funds
transactions  with  members of the Federal  Reserve  System  arranged by Federal
funds brokers,  as published on the next succeeding  Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a  Business  Day,  the  average  of  the  quotations  for  the  day  of  such
transactions received by the Bank from three Federal funds brokers of recognized
standing  selected  by Bank.  If for any reason  the Bank shall have  determined
(which  determination  shall be  conclusive  absent  manifest  error) that it is
unable to ascertain the Federal Funds  Effective Rate for any reason,  including
the  inability  or  failure  of the  Bank to  obtain  sufficient  quotations  in
accordance  with the terms thereof,  the Alternate Base Rate shall be determined
without  regard to clause  (b)'of  the first  sentence  of this  definition,  as
appropriate,  until the  circumstances  giving rise to such  inability no longer
exist.  Any change in the Alternate  Base Rate due to a change in the Prime Rate
or the Federal Funds  Effective Rate shall be effective on the effective date of
such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Alternate  Base  Rate  Loan"  means  a  Loan  which  bears  interest  at a rate
determined by reference to the Alternate Base Rate.

"Assessment Rate" means, for any date, the annual rate (rounded upwards,  if not
already  a whole  multiple  of 1/16 of 1%, to the next  higher  1/16 of 1%) most
recently  estimated by the Bank as the then current net annual  assessment  rate
that will be employed in determining  amounts payable by the Bank to the Federal
Deposit Insurance  Corporation for insurance by the Corporation of time deposits
made in dollars at its domestic offices.

"Board" means the Board of Governors of the Federal Reserve System of the United
States.

"Borrowing  Date"  means  any  Business  Day on  which  Bank  shall  make a Loan
hereunder.

"Business Day" means a day:  (i)'on which Bank and commercial  banks in New York
City are generally open for business;  and (ii)'with  respect to LIBOR Loans, on
which dealings in United States Dollar deposits are carried out in the interbank
markets.

"Highest Lawful Rate", means the maximum  nonusurious rate of interest from time
to time permitted by applicable  law. if Texas law determines the Highest Lawful
Rate, Bank has elected the "indicated"  (weekly) ceiling as defined in the Texas
Credit Code or any successor statute.  Bank may from time to time, as to current
and future  balances,  elect and  implement  any other  ceiling  under such Code
and/or  revise the index,  formula or provisions of law used to compute the rate
on this open-end  account by notice to Borrower,  if and to the extent permitted
by, and in the manner provided in such Code.  "Interest Period" means the period
commencing on the  Borrowing  Date and ending on the Maturity  Date,  consistent
with the following  provisions.  The duration of each Interest  Period shall be:
(a)'in the case of an  Alternate  Base Rate Loan, a period of 90 days unless any
portion thereof is converted to a LIBOR Loan hereunder; and (b)'in the case of a
LIBOR Loan, a period of up to one, two or three months; in each case as selected
by  Borrower in  accordance  with the terms of this Note.  Borrower's  choice of
Interest Period is subject to the following limitations:  (i)'No Interest Period
shall end on a date after the  Termination  Date; and (ii)'if the last day of an
Interest  Period would be a day other than a Business  Day, the Interest  Period
shall end on the next  succeeding  Business  Day  (unless  the  Interest  Period
relates to a LIBOR Loan and the next  succeeding  Business Day is in a different
calendar month than the day on which the Interest Period would otherwise end, in
which case the Interest Period shall end on the next preceding Business Day).

"LIBOR Loan" means a Loan which bears interest at a rate determined by reference
to the LIBOR Rate.  "LIBOR Rate" means a per annum  interest rate  determined by
Bank by dividing: (i)'the average rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) of the rates per  annum at which  United  States  dollar
deposits in an amount  comparable to the  principal  amount of the LIBOR Loan to
which such LIBOR Rate is applicable for a term equal to or  substantially  equal
to the  Interest  Period are  offered by Bank to  prominent  banks in the London
interbank  market at  approximately  11:00 a.m.,  London time, two Business Days
prior to the commencement of the applicable  Interest Period;  by (ii)'Statutory
Reserves.

"LIBOR  Spread" means a spread of the  following  basis points (100 basis points
equaling 1.00%),  based upon the Borrower's ratio of Total Funded Liabilities to
EBITDA  as of the most  recent  fiscal  quarter  End Date  (March  31,  June 30,
September 30 and  December  31) as defined and  calculated  in  accordance  with
Financial  Covenant'#2  in Exhibit C of the  Credit  Agreement  (as  hereinafter
defined):

-------------------------------- --------------------------------------
Total Funded Liabilities         LIBOR Spread
/EBITDA                          (basis points)
-------------------------------- --------------------------------------
if .74 or less                   then 125
-------------------------------- --------------------------------------
-------------------------------- --------------------------------------
if .75 to 1.49                   then 150
-------------------------------- --------------------------------------
-------------------------------- --------------------------------------
if 1.56 or more                  then 175
-------------------------------- --------------------------------------

"Loan  Documents"  means this Note and any  document or  instrument  evidencing,
securing, guaranteeing or given in connection with this Note, including, but not
limited to, that certain Credit  Agreement of even date herewith entered into by
and between  Borrower and Bank (as may be amended from time to time, the "Credit
Agreement").

"Obligations"  means all  principal,  interest  and other  amounts  which are or
become owing under this Note or any other Loan Document.

"Obligor" means Borrower and any guarantor,  surety, co-signer,  general partner
or other  person who may now or hereafter be obligated to pay all or any part of
the Obligations.

Specified  Non-Cash Charges means all non-cash charges to the Borrower's  income
statement (not reflected as depreciation  or  amortization)  (a)'resulting  from
stock  option  transactions;  or (b)'as  agreed in  writing  by Bank in its sole
discretion, upon Borrower's request.

"Statutory Reserves" means the difference (expressed as a decimal) of the number
one minus the aggregate of the maximum reserve percentages  (including,  without
limitation,  any  marginal,   special,   emergency,  or  supplemental  reserves)
expressed as a decimal  established by the Board and any other banking authority
to which Bank is subject to, with  respect to the LIBOR Rate,  for  Eurocurrency
Liabilities (as defined in Regulation D of the Board).  Such reserve percentages
shall include, without limitation,  those imposed under such Regulation D. LIBOR
Loans shall be deemed to constitute  Eurocurrency  Liabilities and as such shall
be deemed to be  subject  to such  reserve  requirements  without  benefit of or
credit for proration,  exceptions or offsets which may be available from time to
time to any bank under such  Regulation D. Statutory  Reserves shall be adjusted
automatically  on and as of the  effective  date of any  change  in any  reserve
percentage.  Loans may be either  Alternate  Base Rate Loans or LIBOR Loans,  as
selected by Borrower in accordance  with the terms of this Note.  Borrower shall
pay interest on the unpaid  principal amount of each Alternate Base Rate Loan at
a rate per annum equal to the lesser of., (i)'the  Alternate Base Rate in effect
from time to time (the  "Effective  Alternate Base Rate");  or (ii)'the  Highest
Lawful  Rate.  Accrued  interest  on each  Alternate  Base  Rate Loan is due and
payable on the first day of each month and at the Maturity Date.  Borrower shall
pay interest on the unpaid  principal amount of each LIBOR Loan for the Interest
Period with respect  thereto at a rate per annum equal to the lesser of. (i)'the
LIBOR Rate plus the LIBOR Spread (the "Ratio Effective LIBOR Rate") (the Initial
Effective LIBOR Rate or the Ratio Effective LIBOR Rate,  whichever  applies,  is
hereinafter  sometimes the "Effective  LIBOR Rate");  or (ii)'the Highest Lawful
Rate.  Accrued  interest  on  each  LIBOR  Loan is due on the  last  day of each
Interest  Period  applicable  thereto  and  on any  prepayment  (on  the  amount
prepaid).

If at any time the effective rate of interest  which would  otherwise be payable
on any Loan  evidenced by this Note exceeds the Highest Lawful Rate, the rate of
interest to accrue on the unpaid principal  balance of such Loan during all such
times shall be limited to the Highest Lawful Rate, but any subsequent reductions
in such  interest  rate shall not become  effective to reduce such interest rate
below the Highest Lawful Rate until the total amount of interest  accrued on the
unpaid principal  balance of such Loan equals the total amount of interest which
would have accrued if the  Effective  Alternate  Base Rate,  or Effective  LIBOR
Rate, whichever is applicable, had at all times been in effect.
Each LIBOR Loan shall be in an amount not less than  $500,000.00 and an integral
multiple of  $100,000.00.  Interest shall be computed on the basis of the actual
number of days elapsed and a year comprised of 360 days.
The unpaid principal  balance of this Note at any time will be the total amounts
advanced by Bank,  less the amount of all payments or  prepayments of principal.
Absent  manifest  error,  the records of Bank will be  conclusive  as to amounts
owed.  Loans shall be made on Borrower's  irrevocable  notice to Bank, given not
later than 10:00 A.M.  (Houston time) on, in the case of LIBOR Loans,  the third
Business Day prior to the proposed  Borrowing  Date or, in the case of Alternate
Base Rate Loans, the Business Day of the proposed Borrowing Date. Each notice of
a requested  borrowing (a "Notice of Requested  Borrowing") under this paragraph
may  be  oral  or  written,   and  shall  specify:   (i)'the  requested  amount;
(ii)'proposed  Borrowing  Date;  (iii)'whether  the  requested  Loan is to be an
Alternate Base Rate Loan or LIBOR Loan; and  (iv)'Interest  Period for the LIBOR
Loan. If any Notice of Requested Borrowing shall be oral, Borrower shall deliver
to Bank prior to the Borrowing Date a  confirmatory  written Notice of Requested
Borrowing.  Borrower may on any Business  Day prepay the  outstanding  principal
amount of any Alternate Base Rate Loan, in whole or in part,  without penalty or
premium.  Borrower  shall  have the right to prepay any LIBOR  Loan,  subject to
Borrower's indemnity and reimbursement set out hereinafter.
Provided that no Event of Default has occurred and is  continuing,  Borrower may
elect to continue all or any part of any LIBOR Loan beyond the expiration of the
then current  Interest Period relating  thereto by providing Bank at least three
Business Day's written or telecopy notice of such election,  specifying the Loan
or portion  thereof to be continued and the Interest Period therefor and whether
it is to be an  Alternate  Base  Rate  Loan or  LIBOR  Loan  provided  that  any
continuation as a LIBOR Loan shall not be less than  $500,000.00 and shall be in
an integral multiple of $100,000.00.  If an Event of Default shall have occurred
and be  continuing,  the Borrower shall not have the option to elect to continue
any such LIBOR Loan or to convert  Alternate  Base Rate Loans into LIBOR  Loans.
Provided that no Event of Default has occurred and is  continuing,  Borrower may
elect to convert any  Alternate  Base Rate Loan at any time or from time to time
to a LIBOR Loan by  providing  Bank at least  three  Business  Day's  written or
telecopy notice of such election,  specifying each Interest Period therefor. Any
conversion of Alternate Base Rate Loans shall not result in a borrowing of LIBOR
Loans  in  an  amount  less  than  $500,000.00  and  in  integral  multiples  of
$100,000.00.  If at any time Bank determines in good faith (which  determination
shall be conclusive)  that any change in any applicable  law, rule or regulation
or in  the  interpretation,  application  or  administration  thereof  makes  it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful,  for Bank or its foreign branch or branches to maintain any LIBOR Loan
by means of dollar deposits  obtained in the London interbank market (any of the
above being  described as a "LIBOR  Event"),  then,  at the option of Bank,  the
aggregate  principal  amount of all LIBOR  Loans  outstanding  shall be prepaid;
however the prepayment  may be made with an Alternate  Base Rate Loan.  Upon the
occurrence of any LIBOR Event,  and at any time thereafter so long as such LIBOR
Event shall  continue,  the Bank may  exercise  its  aforesaid  option by giving
written  notice  thereof to Borrower  within 30 days after Bank's  determination
that a LIBOR Event has occurred).
If any  domestic or foreign  law,  treaty,  rule or  regulation  (whether now in
effect or  hereinafter  enacted or  promulgated,  including  Regulation D of the
Board) or any  interpretation  or  administration  thereof  by any  governmental
authority charged with the interpretation or administration  thereof (whether or
not having the force of law): (a)'changes,  imposes,  modifies, applies or deems
applicable any reserve,  special  deposit or similar  requirements in respect of
any LIBOR Loan; or (b)'imposes on Bank or the interbank eurocurrency deposit and
transfer  market or the market for  domestic  bank  certificates  or deposit any
other  condition  affecting  any such LIBOR  Loan;  and the result of any of the
foregoing  is to  impose  a cost  to  Bank  of  agreeing  to  make,  funding  or
maintaining any such LIBOR Loan or to reduce the amount of any sum receivable by
Bank in respect of any such Loan,  then Bank may notify  Borrower  in writing of
the  happening  of such event and  Borrower  shall upon  demand pay to Bank such
additional amounts as will compensate Bank for such costs as determined by Bank.
Without  prejudice to the survival of any other agreement of Borrower under this
Note,  the  obligations  of  Borrower  under this  paragraph  shall  survive the
termination of this Note.  Borrower will  indemnify Bank against,  and reimburse
Bank on demand for,  any loss,  cost or expense  incurred or  sustained  by Bank
(including  without  limitation any loss, cost or expense  incurred by reason of
the  liquidation or  reemployment of deposits or other funds acquired by Bank to
fund or maintain  LIBOR  Loans) as a result of.  (a)'any  payment or  prepayment
(whether  permitted  by Bank or required  hereunder  or  otherwise)  of all or a
portion of any LIBOR Loan on a day other  than the  Maturity  Date of such Loan;
(b)'any payment or prepayment,  whether required hereunder or otherwise,  of any
LIBOR Loan made after the delivery of a Notice of Requested Borrowing but before
the  applicable  Borrowing  Date if such  payment  or  prepayment  prevents  the
proposed Loan from becoming  fully  effective;  or (c)'the  failure of any LIBOR
Loan to be made by Bank due to any action or inaction of Borrower.  Such funding
losses and other costs and expenses  shall be calculated  and billed by Bank and
such bill shall, as to the costs incurred, be conclusive absent manifest error.

All past-due  principal and interest on this Note, will, at Bank's option,  bear
interest at the lesser of Highest  Lawful Rate, or a rate per annum equal to the
Alternate Base Rate plus three percent (3%).
In addition to all principal and accrued interest on this Note,  Borrower agrees
to pay: (a)'all  reasonable  costs and expenses  incurred by Bank and all owners
and   holders  of  this  Note  in   collecting   this  Note   through   probate,
reorganization,   bankruptcy  or  any  other  proceeding;   and   (b)'reasonable
attorney's  fees if and when this Note is placed in the hands of an attorney for
collection.  Borrower and Bank intend to conform  strictly to  applicable  usury
laws. Therefore,  the total amount of interest (as defined under applicable law)
contracted  for,  charged or  collected  under  this Note will never  exceed the
Highest  Lawful  Rate.  If Bank  contracts  for,  charges or receives any excess
interest,  it will be deemed a  mistake.  Bank  will  automatically  reform  the
contract or charge to conform to applicable law, and if excess interest has been
received, Bank will either refund the excess to Borrower or credit the excess on
the unpaid principal amount of this Note. All amounts constituting interest will
be spread throughout the full term of this Note in determining  whether interest
exceeds lawful amounts.
If any Event of Default (as defined in the Credit Agreement)  occurs,  then Bank
may  do  any  or  all  of  the  following:  (i)'cease  making  Loans  hereunder;
(ii)'declare  the Obligations to be immediately due and payable,  without notice
of acceleration or of intention to accelerate, presentment and demand or protest
or notice of any kind, all of which are hereby expressly waived;  (iii)'set off,
in any order,  against the  Obligations  any debt owing by Bank to any  Obligor,
including,  but not  limited  to, any  deposit  account,  which  right is hereby
granted by each  Obligor to Bank;  and  (iv)'exercise  any and all other  rights
under the Loan Documents, at law, in equity or otherwise.
No waiver of any  default  is a waiver of any  other  default.  Bank's  delay in
exercising  any right or power  under any Loan  Document is not a waiver of such
right or power.
Each Obligor severally waives notice, demand, presentment for payment, notice of
nonpayment,  notice of intent to accelerate,  notice of  acceleration,  protest,
notice of protest,  and the filing of suit and diligence in collecting this Note
and all other demands and notices,  and consents and agrees that its liabilities
and  obligations  will  not  be  released  or  discharged  by  any or all of the
following,  whether  with or  without  notice  to it or any other  Obligor,  and
whether before or after the stated maturity hereof-.  (i)'extensions of the time
of payment; (ii)'renewals;  (iii)'acceptances of partial payments; (iv) releases
or substitutions of any collateral or any Obligor;  and (v)'failure,  if any, to
perfect or maintain perfection of any security interest in any collateral.  Each
Obligor  agrees that  acceptance  of any partial  payment will not  constitute a
waiver and that waiver of any default will not constitute waiver of any prior or
subsequent default.
Where  appropriate the neuter gender includes the feminine and the masculine and
the singular number includes the plural number.  Borrower  represents and agrees
that: all Loans evidenced by this Note are and will be for business, commercial,
investment or other similar purpose and not primarily for personal,  family,  or
household  use as such terms are used in Chapter One of the Texas  Credit  Code.
Borrower  represents  and agrees that each of the  following  statements is true
unless the box preceding that statement is checked and initialed by Borrower and
Bank:  (i)'No advances will be used primarily for agricultural  purposes as such
term is used in the Texas Credit  Code.  (ii)'No  advances  will be used for the
purpose of  purchasing  or carrying  any margin stock as that term is defined in
Regulation U of the Board.  Notwithstanding  anything contained herein or in any
other Loan  Document,  if this is a consumer  credit  obligation  (as defined or
described  in 12 C.F.R.  227,  Regulation  AA,  promulgated  by the Board),  the
security  for this  credit  obligation  will not  extend  to any  non-possessory
security  interest in household goods (as defined in Regulation AA) other than a
purchase money security  interest,  and no waiver of any notice contained herein
or therein will extend to any waiver of notice prohibited by Regulation AA.
Chapter 15 of the Texas  Credit  Code (and any  successor  enactment)  shall not
apply to this Note or to any Loan evidenced by this Note.  This Note is governed
by Texas law. If any  provision of this Note is illegal or  unenforceable,  that
illegality or unenforceability  will not affect the remaining provisions of this
Note.  BORROWER AND BANK AGREE THAT THE COUNTY IN WHICH BANK'S  PRINCIPAL OFFICE
IS LOCATED  IN TEXAS IS PROPER  VENUE FOR ANY  ACTION OR  PROCEEDING  BROUGHT BY
BORROWER  OR BANK,  WHETHER  IN  CONTRACT,  TORT,  OR  OTHERWISE.  ANY ACTION OR
PROCEEDING AGAINST BORROWER MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN SUCH
COUNTY TO THE EXTENT NOT PROHIBITED BY APPLICABLE  LAW. TO THE EXTENT  PERMITTED
BY APPLICABLE LAW BORROWER HEREBY  IRREVOCABLY  (A) SUBMITS TO THE  NONEXCLUSIVE
JURISDICTION  OF  SUCH  COURTS,  AND  (B)  WAIVES  ANY  OBJECTION  IT MAY NOW OR
HEREAFTER  HAVE AS TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING  BROUGHT IN ANY
SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. BORROWER AGREES THAT
SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED  MAIL,  RETURN
RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED BELOW. BANK MAY SERVE PROCESS IN ANY
OTHER  MANNER  PERMITTED BY LAW AND MAY BRING ANY ACTION OR  PROCEEDING  AGAINST
BORROWER  OR WITH  RESPECT  TO ANY OF ITS  PROPERTY  IN COURTS  IN OTHER  PROPER
JURISDICTIONS OR VENUES.
For purposes of this Note,  any assignee or subsequent  holder of this Note will
be considered  the "Bank," and each successor to Borrower will be considered the
"Borrower."
Each Borrower and cosigner  represents that if it is not a natural person, it is
duly  organized and validly  existing and in good standing under the laws of the
state of its incorporation or organization; has full power to own its properties
and to carry on its business as now conducted;  is duly qualified to do business
and is in good standing in each jurisdiction in which the nature of the business
conducted by it makes such  qualification  desirable;  and has not commenced any
dissolution proceedings. Each Borrower and cosigner that is subject to the Texas
Revised Partnership Act ("TRPA") agrees that Bank is not required to comply with
Section  3.05(d) of the TRPA and agrees that Bank may proceed  directly  against
one or more partners or their property without first seeking  satisfaction  from
partnership property.  Each Borrower and cosigner represents that if it conducts
business under an assumed  business or  professional  name it has properly filed
Assumed Name Certificate(s) in the office(s) required by Chapter 36 of the Texas
Business and Commerce  Code.  Each of the persons  signing  below as Borrower or
cosigner  represents  that  he/she has full  requisite  power and  authority  to
execute  and  deliver  this Note to Bank on behalf of the party for whom  he/she
signs and to bind such party to the terms and  conditions  of this Note and that
this Note is  enforceable  against  such  party.  NO COURSE OF  DEALING  BETWEEN
BORROWER  AND  BANK,  NO  COURSE  OF  PERFORMANCE,  NO TRADE  PRACTICES,  AND NO
EXTRINSIC EVIDENCE OF ANY NATURE MAY BE USED TO CONTRADICT OR MODIFY ANY TERM OF
THIS NOTE OR ANY OTHER  LOAN  DOCUMENT.  THIS  NOTE AND THE OTHER  WRITTEN  LOAN
DOCUMENTS  REPRESENT  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.

IN WITNESS WHEREOF, Borrower has executed this Note effective the day, month and
year first aforesaid.
                                                BORROWER: PSW TECHNOLOGIES, INC.


                                                By: /s/ Patrick Motola

                                                Name: Patrick Motola

                                                Title: CFO, SR. VP

(Bank's  signature is provided as its  acknowledgment  of the above as the final
written  agreement  between the parties and as its agreement  with each Borrower
subject to TRPA that Bank is not  required  to comply  with  Section  3.05(d) of
TR.PA.)

TEXAS COMMERCE BANK NATIONAL ASSOCIATION

By: /s/ Ralph T. Beasley

Name: Ralph T. Beasley

Title: Vice President