COPY]

1
EXHIBIT 10.5

[COPY]

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XXXX.XXX THE COMMERCIAL NATIONAL BANK OF
201 E. MAIN BRADY Loan Number
XXXXX, XX 00000-0000 000 X XXXXXX XX X X XXX 000 -------------------------------
XXXXX, XX 00000-0000 Date SEPTEMBER 7, 1999
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Maturity Date APRIL 6, 2000
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Loan Amount $400,000.00
-------------------------------
Renewal Of 33898 (2)
--------------------------------
BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS SSN: 75-2666581
"I" includes each borrower "You" means the lender, its
above, jointly and severally. successors and assigns.
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For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of FOUR HUNDRED THOUSAND AND NO/100 Dollars
$400,000.00

[X] SINGLE ADVANCE: I will received all of this principal sum on APRIL 6,
2000. No additional advances are contemplated under this note.

[ ] MULTIPLE ADVANCE: The principal sum shown above is the maximum amount of
principal I can borrow under this note. On ________________ I will receive
the amount of $_________________________ and future principal advances are
contemplated.

Conditions: The conditions for future advances are
_______________________

_________________________________________________________________________

[ ] OPEN END CREDIT: You and I agree that I may borrow up to the maximum
principal sum more than one time. This feature is subject to all other
conditions and expires on _______________________________.

[ ] CLOSED END CREDIT: You and I agree that I may borrow (subject to all
other conditional up to the maximum principal sum only one time.

INTEREST: I agree to pay interest on the outstanding principal balance from
APRIL 6, 2000 at the rate of 10.000% per year until FIRST CHARGE DATE.

[X] VARIABLE RATE: This rate may change as stated below.

[X] INDEX RATE: The future rate will be 1.000% OVER the following index
rate: WALL STREET PRIME BASE RATE (FLOATING) WHICH IS STATED IN THE WALL
STREET JOURNAL

[ ] CEILING RATE: The interest rate ceiling for this note is the ___________
ceiling rate announced by the Credit Commissioner from time to time.

[X] FREQUENCY AND TIMING: The rate on this note may change as often as
DAILY.

A change in the interest rate will take effect ON THE SAME DAY.

[X] LIMITATIONS: During the term of this loan, the applicable annual
interest rate will not be more than 18.000% or less than 1.000%. The
rate may not change more than _____% each ________________________.

EFFECT OF VARIABLE RATE: A change in the interest rate will have the
following effect on the payments.

[X] The amount of each scheduled [ ] The amount of the final
payment will change. payment will change

ACCRUAL METHOD: Interest will be calculated on a ACTUAL/365 basis.

POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:

[ ] on the same fixed or variable rate basis in effect before maturity has
indicated above.

[X] at a rate equal to TWO PERCENT ABOVE THE CURRENT RATE IN EFFECT ON THE
NOTE.

[ ] LATE CHARGE: If a payment is made more than ____ days after it is due, I
agree to pay a late charge of ________________________.

[ ] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which [ ] are [ ] are not included in the principal amount
above: __________________.

PAYMENTS: I agree to pay this note as follows:

[X] INTEREST: I agree to pay accrued interest ON DEMAND, BUT IF NO DEMAND IS
MADE THEN ON THE 6TH DAY OF EACH OCTOBER AND APRIL, BEGINNING OCTOBER 6,
2000

[X] PRINCIPAL: I agree to pay the principal ON DEMAND, BUT IF NO DEMAND IS MADE
THEN ON MARCH 5, 2000

[ ] INSTALLMENTS: I agree to pay this note in __________ payments. The final
payment will be in the amount of $________________ and will be due
__________________. A payment of $________________ will be due
__________________ thereafter. The final payment of the entire unpaid balance
of principal and interest will be due _________________________.

PURPOSE: The purpose of this loan is BUSINESS: ORIGINALLY - WORKING CAPITAL AND
TO PURCHASE COMPUTER AND WORKING CAPITAL

ADDITIONAL TERMS:

SECURITY

SECURITY INTEREST: I give you a security interest in all of the Property
described below that I now own and that I may own in the future (including,
but not limited to, all parts, accessories, repairs, improvements, and
accessions to the Property), wherever the Property is or may be located, and
all proceeds and products from the Property.

[ ] INVENTORY: All inventory which I hold for ultimate sale or lease, or
which has been or will be supplied under contracts of service, or which
are raw materials, work in process, or materials used or consumed in the
business.

[ ] EQUIPMENT: All equipment including, but not limited to, all machinery,
vehicles, furniture, fixtures, manufacturing equipment farm machinery and
equipment, shop equipment, office and recordkeeping equipment, and parts
and tools. All equipment described in a list or schedule which I give to
you will also be included in the secured property, but such a list is not
necessary for a valid security interest in my equipment.

[ ] FARM PRODUCTS: All farm products including, but not limited to:

(a) all poultry and livestock and their young, along with their products,
produce and replacements;

(b) all crops, annual or perennial; and all products of the crops; and

[X] ACCOUNTS, INSTRUMENTS, DOCUMENTS, CHATTEL PAPER AND OTHER RIGHTS TO
PAYMENT: All rights I have now and that I may have in the future to the
payment of money including, but not limited to:

(a) payment for goods and other property sold or leased or for services
rendered, whether or not I have earned such payment by performance;
and

(b) rights to payment arising out of all present and future debt
instruments, chattel paper and loans and obligations receivable. The
above include my rights and interests (including all liens and
security interests) which I may have by law or agreement against any
account debtor or obligor of mine.

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UNIVERSAL NOTE AND SECURITY AGREEMENT (page 1 of 3)

2
[COPY]

[ ] GENERAL INTANGIBLES: All general intangibles including, but not limited to,
tax refunds, applications for patents, patents, copyrights, trademarks,
trade secrets, good will, trade names, customer lists, permits and
franchises, and the right to use my name.

[ ] GOVERNMENT PAYMENTS AND PROGRAMS: All payments, accounts, general
intangibles, or other benefits (including, but not limited to, payments in
kind, deficiency payments, letters of entitlement, warehouse receipts,
storage payments, emergency assistance payments, diversion payments, and
conservation reserve payments) in which I now have and in the future may
have any rights or interest and which arise under or as a result of any
preexisting, current or future Federal or state government program
(including, but not limited to, all programs administered by the Commodity
Credit Corporation and the ASCS).

[X] THE SECURED PROPERTY INCLUDES, BUT IS NOT LIMITED BY, THE FOLLOWING:
XXXXXXX XXXXX ACCT #592-23G75 IN THE NAME OF XXX AND XXXXX XXXX IN THE
AMOUNT OF $289,299.00 AS OF 2/29/2000; XXXXXXX XXXXX ACCT #592-23G74 IN THE
NAME OF ANDY AND XXXXX XXXXX IN THE AMOUNT OF $337,773.00 AS OF 2/29/2000;
PERSONAL GUARANTIES FROM XXXXXX XXX AND XXXXXX XXXXXX XXXXXXXXX, XXX AND
XXXXX XXXX AND ANDY AND XXXXX XXXXX.

If this agreement covers timber to be cut, minerals (including oil and gas),
fixtures or crops growing or to be grown, the description of the real estate is:

________________________________________________________________________________

[ ] If checked, file this agreement on the real estate records. Record owner (if
not me) ________________________________________________________________________

________________________________________________________________________________

The Property will be used for a [X] personal [ ] business [ ] agricultural
[ ] purpose.
____________________________

ADDITIONAL TERMS OF THE SECURITY AGREEMENT

GENERALLY - The agreement secures this note and any other debt I have with
you, now or later. However, it will not secure other debts if you fail with
respect to such other debts, to make any required disclosure about this
security agreement or if you fail to give any required notice of the right of
rescission. If property described in this agreement is located in another
state, this agreement may also, in some circumstances, be governed by the law
of the state in which the Property is located.

OWNERSHIP AND DUTIES TOWARD PROPERTY - I represent that I own all of the
Property, or to the extent this is a purchase money security interest I will
acquire ownership of the Property with the proceeds of the loan. I will defend
it against any other claim. Your claim to the Property is ahead of the claims
of any other creditor. I agree to do whatever you require to protect your
security interest and to keep your claim in the Property ahead of the claims of
other creditors. I will not do anything to harm your position.

I will keep books, records and accounts about the Property and my business
in general. I will let you examine these records at any reasonable time. I will
prepare any report or accounting you request which deals with the Property.

I will keep the Property in my possession and will keep it in good repair
and use it only for the purpose(s) described on page 3 of this agreement. I
will not change this specified use without your express written permission. I
represent that I am the original owner of the Property and, if I am not, that I
have provided you with a list of prior owners of the Property.

I will keep the Property at my address listed on page 1 of this agreement,
unless we agree I may keep it at another location. If the Property is to be
used in another state, I will give you a list of those states. I will not try to
sell the Property unless it is inventory or I receive your written permission
to do so. If I sell the Property I will have the payment made payable to the
order of you and me.

You may demand immediate payment of the debt(s) if the debtor is not a
natural person and without your written consent; (1) a beneficial interest in
the debtor is sold or transferred, or (2) there is a change in either the
identity or number of members of a partnership, or (3) there is a change in
ownership of more than 25 percent of the voting stock of a corporation.

I will pay all taxes and charges on the Property as they become due. You
have the right of reasonable access in order to inspect the Property. I will
immediately inform you of any loss or damage to the Property.

If I fail to perform any of my duties under this security agreement, or any
mortgage, deed of trust, lien or other security interest, you may without
notice to me perform the duties or cause them to be performed. Your right to
perform for me shall not create an obligation to perform and your failure to
perform will not preclude you from exercising any of your other rights under
the law of this security agreement.

PURCHASE MONEY SECURITY INTEREST - For the sole purpose of determining the
extent of a purchase money security interest arising under this security
agreement: (a) payments on any nonpurchase money loan also secured by this
agreement will not be deemed to apply to the Purchase Money Loan, and (b)
payments on the Purchase Money Loan will be deemed to apply first to the
nonpurchase money portion of the loan, if any, and then to the purchase money
obligations in the order in which the items of collateral were acquired or if
acquired at the same time, in the order selected by you. No security interest
will be terminated by application of this formula. "Purchase Money Loan" means
any loan the proceeds of which, in whole or in part, are used to acquire any
collateral securing the loan and all extensions, renewals, consolidations and
refinancing of such loan.

PAYMENTS BY LENDER - You are authorized to pay, on my behalf, charges I am or
may become obligated to pay to preserve or protect the secured property (such
as property insurance premiums). You may treat those payments as advances and
add them to the unpaid principal under the note secured by this agreement or
you may demand immediate payment of the amount advanced.

INSURANCE - I agree to buy insurance on the Property against the risks and for
the amounts you require and to furnish you continuing proof of coverage. I will
have the insurance company name you as loss payee on any such policy. You may
require added security if you agree that insurance proceeds may be used to
repair or replace the Property. I will buy insurance from a firm licensed to do
business in the state where you are located. The firm will be reasonably
acceptable to you. The insurance will last until the Property is released from
this agreement. If I fail to buy or maintain the insurance (or fail to name you
as loss payee) you may purchase it yourself.

WARRANTIES AND REPRESENTATIONS - If this agreement includes accounts, I will
not settle any account for less than its full value without your written
permission. I will collect all accounts until you tell me otherwise. I will
keep the proceeds from all the accounts and any goods which are returned to me
or which I take back in trust for you, I will not mix them with any other
property of mine. I will deliver them to you at your request. If you ask me to
pay you the full price on any returned items or items retaken by myself, I will
do so.

If this agreement covers inventory, I will not dispose of it except in my
ordinary course of business at the fair market value for the Property, or at a
minimum price established between you and me.

If this agreement covers farm products I will provide you, at your request,
a written list of the buyers, commission merchants or selling agents to or
through whom I may sell my farm products. In addition to those parties named on
this written list, I authorize you to notify at your sole discretion any
additional parties regarding your security interest in my farm products. I
remain subject to all applicable penalties for selling my farm products in
violation of my agreement with you and the Food Security Act. In this paragraph
the terms farm products, buyers, commission merchants and selling agents have
the meanings given to them in the Federal Food Security Act of 1985.

DEFAULT - I will be in default on this security agreement if I am in default on
any note this agreement secures of if I fail to keep any promise contained in
the terms of this agreement. Default shall also exist if any loan proceeds are
used for a purpose that will contribute to excessive erosion of highly erodible
land or to the conversion of wetlands to produce an agricultural commodity, as
further explained in 7 CFR Part 1940, Subpart G, Exhibit M.

REMEDIES - If I default, you have all of the rights and remedies provided in
the note and under the Uniform Commercial Code. You may require me to make the
secured property available to you at a place which is reasonably convenient.
You may take possession of the secured property and sell it as provided by law.
The proceeds will be applied first to your expenses and then to the debt. I
agree that 10 days written notice sent to my last known address by first class
mail will be reasonable notice under the Uniform Commercial Code. My current
address is on page 1. I agree to inform you in writing of any change of my
address.

FILING - A carbon, photographic or other reproduction of this security
agreement or the financing statement covering the Property described in this
agreement may be used as a financing statement where allowed by law. Where
permitted by law, you may file a financing statement which does not contain my
signature, covering the Property secured by this agreement.

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Any person who signs within this box does so to give you a security interest in
the Property described on page 1 and this page. This person does not promise to
pay the note. "I" as used in this security agreement will include the borrower
and any person who signs within this box.

Date
--------------------------------

Signed
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(page 2 of 3)
3
[COPY]

ADDITIONAL TERMS OF THE NOTE

DEFINITIONS - As used on pages 1 and 2, "[X]" means the terms that apply to
this loan. "I," "me" or "my" means each Borrower who signs this note and each
other person or legal entity (including guarantors, endorsers, and sureties)
who agrees to pay this note (together referred to as "us"). "You" or "your"
means the Lender and its successors and assigns.

APPLICABLE LAW - The law of the state of Texas will govern this agreement. Any
term of this agreement which is contrary to applicable law will not be
effective, unless the law permits you and me to agree to such a variation. If
any provision of this agreement cannot be enforced according to its terms, this
fact will not affect the enforceability of the remainder of this agreement. No
modification of this agreement may be made without your express written
consent. Time is of the essence in this agreement.

PAYMENTS - Each payment I make on this note will first reduce the amount I owe
you for charges which are neither interest nor principal. The remainder of each
payment will then reduce accrued and unpaid interest, and then unpaid
principal. If you and I agree to a different application of payments, we will
describe our agreement on this note. I may prepay a part of, or the entire
balance of this loan without penalty, unless we specify to the contrary on this
note. Any partial prepayment will not excuse or reduce any later scheduled
payment until this note is paid in full (unless, when I make the prepayment,
you and I agree in writing to the contrary).

INTEREST - Interest accrues on the principal remaining unpaid from time to
time, until paid in full. If I receive the principal in more than one advance,
each advance will start to earn interest only when I receive the advance. The
interest rate in effect on this note at any given time will apply to the entire
principal sum outstanding at that time. Notwithstanding anything to the
contrary, I do not agree to pay and you do not intend to charge any rate of
interest that is higher than the maximum rate of interest you could charge under
applicable law for the extension of credit that is agreed to in this note
(either before or after maturity). If any notice of interest accrual is sent and
is in error, we mutually agree to correct it, and if you actually collect more
interest than allowed by law and this agreement, you agree to refund it to me.

INDEX RATE - The index will serve only as a device for setting the interest
rate on this note. You do not guarantee by selecting this index, or the margin,
that the interest rate on this note will be the same rate you charge on any
other loans or class of loans you make to me or other borrowers.

POST MATURITY RATE - For purposes of deciding when the "Post Maturity Rate"
(shown on page 1) applies, the term "maturity" means the date of the last
scheduled payment indicated on page 1 of this note or the date you accelerate
payment on the note, whichever is earlier.

SINGLE ADVANCE LOANS - If this is a single advance loan, you and I expect that
you will make only one advance of principal. However, you may add other amounts
to the principal if you make any payments described in the "PAYMENTS BY LENDER"
paragraph on page 2.

MULTIPLE ADVANCE LOANS - If this is a multiple advance loan, you and I expect
that you will make more than one advance of principal. If this is closed end
credit, repaying a part of the principal will not entitle me to additional
credit.

SET-OFF - I agree that you may set off any amount due and payable under this
note against any right I have to receive money from you.

"Right to receive money from you" means:

(1) any deposit account balance I have with you,

(2) any money owed to me on an item presented to you or in your possession
for collection or exchange, and

(3) any repurchase agreement or other nondeposit obligation.

"Any amount due and payable under this note" means the total amount of
which you are entitled to demand payment under the terms of this note at the
time you set off. This total includes any balance the due date for which you
properly accelerate under this note.

If my right to receive money from you is also owned by someone who has not
agreed to pay this note, your right of set-off will apply to my interest in the
obligation and to any other amounts I could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other
obligation where my rights are only as a representative. It also does not apply
to any Individual Retirement Account or other tax-deferred retirement account.

You will not be liable for the dishonor of any check when the dishonor
occurs because you set off this debt against any of the accounts. I agree to
hold you harmless from any such claims arising as a result of your exercise of
your right to set-off.

DEFAULT - I will be in default on this loan and any agreement securing this
loan if any one or more of the following occurs:

(1) I fail to perform any obligation which I have undertaken in this note
or any agreement securing this note; or

(2) you, in good faith, believe that the prospect of payment on the
prospect of my performance of any other obligations under this note or
any agreement securing this note is impaired.

REMEDIES - If I am in default on this note, you have, but are not limited to,
the following remedies:

(1) You may demand immediate payment of my debt under this note (principal,
accrued unpaid interest and other accrued charges).

(2) You may set off this debt against any right I have to the payment of
money from you, subject to the terms of the "SET-OFF" paragraph herein.

(3) You may demand security, additional security, or additional parties to
be obligated to pay this note as a condition for not using any other
remedy.

(4) You may refuse to make advances to me or allow purchases on credit by
me.

(5) You may use any remedy you have under state or federal law.

(6) You may make use of any remedy given to you in any agreement securing
this note.

By selecting any one or more of these remedies you do not give up your
right to use later any other remedy. By waiving your right to declare an event
to be a default, you do not waive your right to consider later the event a
default if it continues or happens again.

COLLECTION COSTS AND ATTORNEY'S FEES - I agree to pay all costs of collection,
replevin or any other or similar type of cost if I am in default. In addition,
if you hire an attorney to collect this note, I also agree to pay any fee you
incur with such attorney plus court costs (except where prohibited by law). To
the extent permitted by the United States Bankruptcy Code, I also agree to pay
the reasonable attorney's fees and costs you incur to collect this debt as
awarded by any court exercising jurisdiction under the Bankruptcy Code.

WAIVER - I give up my rights to require you to do certain things. I will not
require you to:

(1) demand payment of amounts due (presentment);

(2) obtain official certification of nonpayment (protest);

(3) give notice that amounts due have not been paid (notice of dishonor);

(4) give notice of intent to accelerate; or

(5) give notice of acceleration.

I waive any defenses I have based on suretyship or impairment of
collateral.

OBLIGATIONS INDEPENDENT - I understand that I must pay this note even if someone
else has also agreed to pay it (by, for example, signing this form or a
separate guarantee or endorsement). You may xxx me alone, or anyone else who is
obligated on this note, or any number of us together, to collect this note. You
may without notice release any party to this agreement without releasing any
other party. If you give up any of your rights, with or without notice, it will
not affect my duty to pay this note. Any extension of new credit to any of us,
or renewal of this note by all or less than all of us will not release me from
my duty to pay it. (Of course, you are entitled to only one payment in full.) I
agree that you may at your option extend this note or the debt represented by
this note, or any portion of the note or debt, from time to time
without limit to notice and for any term without affecting my liability for
payment of the note. I will not assign my obligation under this agreement
without your prior written approval.

CREDIT INFORMATION - I agree and authorize you to obtain credit information
about me from time to time (for example, by requesting a credit report) and to
report to others your credit experience with me (such as a credit reporting
agency). I agree to provide you, upon request, any financial statement or
information you may deem necessary. I warrant that the financial statements and
information I provide to you are or will be accurate, correct and complete.

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THIS WRITTEN LOAN AGREEMENT 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.
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SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE AND SECURITY AGREEMENT (INCLUDING
THOSE ON PAGES 1 AND 2). I have received a copy of this note and security
agreement on today's date.

XXXX.XXX

BY: BY:
------------------------------ ---------------------------------
XXX XXXX, CEO/Individually XXXX XXXXX, DIRECTOR/Individually

SIGNATURE FOR LENDER

X
------------------------------ ---------------------------------
W XXXX XXXXX CRL
(page 1 of 3)
4
[COPY]

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VENTURE INFORMATION SYSTEMS, THE COMMERCIAL NATIONAL BANK Loan File Number_______________
LLC OF BRADY Date SEPTEMBER 7, 1999
X.X. Xxx 00 000 X. Xxxxxx Xx. P.O. Box 591 Loan Amount $400,000.00
Xxxxx, XX 00000-0000 Xxxxx, XX 00000-0000 Maturity Date March 5, 2000
BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS Renewal Of 33898(2)
includes each borrower above, Includes the lender, its successors SSN: 75-2666581
jointly and severally. and assigns.

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DISCLAIMER OF ORAL
AGREEMENTS

The borrower, any other obligor, and Lender, hereinafter the Parties, have
entered into a transaction generally described as one note dated 9/7/99 in the
principal amount of $400,000.00. In conjunction with this transaction, the
Parties have executed one or more promissory notes, assignments, security
agreements, mortgages, deeds of trust or other documents. It is the intention
of the Parties that this Disclaimer be incorporated by reference into each of
the documents so executed for this transaction.

The Parties warrant and represent that the entire agreement made between the
Parties is contained within the executed documents, as amended and
supplemented hereby, and that no agreements or promises exist between the
Parties that are not reflected in the language of the various documents
executed in conjunction with this transaction.

THIS WRITTEN LOAN AGREEMENT 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.

VENTURE INFORMATION SYSTEMS, LLC

By:
----------------------------
Borrower Xxx Xxxx, Manager

By:
---------------------------- ------------------------------
Borrower Xxxx XxXxx, Manager Lender W. Xxxx Xxxxx,
VICE PRESIDENT/TRUST OFFICER

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(page 1 of 1)

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