WESTECH CAPITAL CORP
PROMISSORY NOTE AGREEMENT DATED AUGUST 8, 2002
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>4
<FILENAME>d99050exv10w13.txt
<DESCRIPTION>PROMISSORY NOTE AGREEMENT DATED AUGUST 8, 2002
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.13

                                 PROMISSORY NOTE

$1,000,000.00                                                     August 8, 2002

                  FOR VALUE RECEIVED, the undersigned, WESTECH CAPITAL CORP., a
Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
JOHN J. GORMAN, an individual (together with his successors and assigns and any
subsequent holders of this Promissory Note, the "Lender"), the principal sum of
ONE MILLION and No/100 Dollars ($1,000,000), together with interest at a fixed
rate per annum equal to eleven and one-half percent (11.50%), payable in 20
principal payments of $50,000, with the final payment due on April 8, 2004.
Borrower's first principal payment is due September 8, 2002 and all subsequent
principal payments are due on the same day of each month after that. In
addition, Borrower will pay regular monthly payments of all accrued unpaid
interest due as of each payment date, beginning September 8, 2002, with all
subsequent interest payments to be due on the same day of each month after that.
Borrower's final payment due April 8, 2004 will be for all principal and all
accrued interest not yet paid.

                  Payments of principal and interest, and all amounts due with
respect to costs and expenses, shall be made in lawful money of the United
States of America in immediately available funds, without deduction, set-off or
counterclaim to the Lender at the location he specifies not later than 11:00
a.m. (Austin, Texas time) on the date(s) on which such payments shall become
due.

                  All agreements between the Borrower and the Lender, whether
now existing or hereafter arising and whether written or oral, are hereby
expressly limited so that in no contingency or event whatsoever, shall the
amount contracted for, charged, reserved or received by Lender for the use,
forbearance, or detention of the money to be loaned under this Note or otherwise
or for the payment or performance of any covenant or obligation contained in
this Note or in any other document exceed the Maximum Rate (as hereinafter
defined). If, as a result of any circumstances whatsoever, fulfillment of any
provision hereof or of any of such documents, at the time performance of such
provision shall be due, shall involve transcending the limit of validity
prescribed by applicable usury law or result in the Lender having or being
deemed to have contracted for, charged, reserved or received interest (or
amounts deemed to be interest) in excess of the maximum, lawful rate or amount
of interest allowed by applicable law to be so contracted for, charged, reserved
or received by the Lender, then, ipso facto, the obligation to be fulfilled by
the Borrower shall be reduced to the limit of such validity, and if, from any
such circumstance, the Lender shall ever receive interest or anything which
might be deemed interest under applicable law which would exceed the Maximum
Rate, such amount which would be excessive interest shall be refunded to the
Borrower, or to the extent (i) permitted by applicable law and (ii) such
excessive interest does not exceed the unpaid principal balance of this Note,
applied to the reduction of the principal amount owing on account of this Note
and not to the payment of interest. In determining whether or not the interest
paid or payable under any specific contingencies exceeds the Maximum Rate, the
Borrower and the Lender shall, to the maximum extent permitted under applicable
law, (a) characterize any nonprincipal payment as an expense, fee or premium
rather than as interest; (b) exclude voluntary prepayments and the effects
thereof; and (c) amortize, prorate, allocate and spread in equal parts during
the period of the full stated term of this Note until payment in full of the
principal thereof (including the period of any renewal or extension thereof),
all interest at any time contracted for, charged, received or reserved in
connection with the indebtedness evidenced by this Note.

         As used in this Note, the term "Maximum Rate" means the maximum rate of
nonusurious interest permitted from day to day by applicable law, including as
to Chapter 303 of the Texas Finance Code, as amended or codified (and as the
same may be incorporated by reference in other Texas statutes), but otherwise
without


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limitation, that rate based upon the weekly ceiling and calculated after taking
into account any and all relevant fees, payments and other charges in respect of
this Note which are deemed to be interest under applicable law.

                  The Borrower may at any time pay the full amount or any part
of this Note without payment of any premium or fee.

                  The Borrower and any and all endorsers, guarantors and
sureties severally waive grace, demand, presentment for payment, notice of
dishonor or default, protest, notice of protest, notice of intent to accelerate,
notice of acceleration and diligence in collecting and bringing of suit against
any party hereto, and agree to all renewals, extensions or partial payments
hereon and to any release or substitution of security hereof, in whole or in
part, with or without notice, before or after maturity.

                  In the event of a default by the Borrower under this Note, in
addition to any principal and interest owing on this Note, the Borrower shall
reimburse the Lender for any and all legal fees and expenses Lender incurs in
collecting on this Note.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAW.

                  IN WITNESS WHEREOF, the Borrower has caused this Note to be
executed and delivered by its officer thereunto duly authorized effective as of
the date first above written.


                                       WESTECH CAPITAL CORP.




                                       By:   /s/ JOHN F. GARBER
                                             -----------------------------------
                                             Name:  John F. Garber
                                                  ------------------------------
                                             Its:
                                                 -------------------------------



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