ARTICLE 1

PLAN AND AGREEMENT OF EXCHANGE

This Plan and Agreement of Exchange (referred to herein as the "Agreement")
is entered into this 17th day of July, 2002, between Texas Commercial Resources,
Inc., a Texas corporation (referred to herein as "TCRI") and Visual Intelligence
Systems, Inc., a Texas corporation (referred to herein as "VISI")(collectively,
the "Parties" and, individually, a "Party").

WHEREAS, this Agreement provides for a reorganization within the meaning of
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. TCRI will
acquire from the shareholders of VISI ("Shareholders") all of the issued and
outstanding shares of capital stock of VISI, in exchange solely for Series A 8%
Convertible Preferred Stock of TCRI ("Preferred Stock").

NOW, THEREFORE, in consideration of the mutual covenants and on the basis
of the representations and warranties set forth, TCRI and VISI hereby agree as
follows:

ARTICLE 1

EXCHANGE OF CAPITAL STOCK

1.01. Transfer of VISI's Capital Stock. Subject to the terms and conditions
of this Agreement, each Shareholder of VISI will transfer and deliver to TCRI on
the Closing Date, defined below, all of their certificates for shares of common
stock of VISI ("VISI Stock"), accompanied by duly endorsed stock powers.

1.02. Consideration for Transfer. In exchange for all outstanding shares of
VISI Stock, TCRI will issue and cause to be delivered to the Shareholders on the
Closing Date an aggregate of 1,000,000 shares of Preferred Stock or
approximately 0.352125 shares of Preferred Stock for each share of VISI stock
outstanding. The Preferred Stock shall have the rights and privileges set forth
on Exhibit B, including without limitation the payment of dividends of 8% per
annum, payable on a quarterly basis and the right to convert each share of
Preferred Stock into one share of common stock of TCRI on the terms and
conditions set forth on Exhibit B.

1.03. Closing Date. Subject to the conditions precedent set forth in this
Agreement, and the other obligations of the parties set forth in this Agreement,
the Agreement shall be consummated at 0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxx 00000, 10:00 a.m. on August 16, 2002, or at any other place and
date as the parties fix by mutual consent ("Closing Date"). Consummation of this
Agreement shall include the delivery by the Shareholders of all of their shares
of VISI Stock, and the delivery by TCRI of its shares of Preferred Stock to the
Shareholders.

1.04. Stock Purchase Warrants. On the Closing Date, TCRI agrees to issue to
the individuals identified on Exhibit C warrants (the "Warrants") to purchase an
aggregate of 750,000 shares of TCRI Common Stock. The Warrants will vest in
accordance with the terms and schedule set forth on Exhibit C.

1.05. Conversion of VISI Stock Options. All outstanding options to purchase
VISI Stock issued prior to April 1, 2002, shall be assumed by TCRI and converted
into options to purchase shares of TCRI Common Stock. The number of shares of
TCRI common stock that may be purchased under any outstanding option shall be
equal to the number of shares of VISI Stock purchasable under such option on the
Exercise Date divided by 2.8399.

1.06. Working Capital. On the Closing Date, TCRI shall either (i) lend at
least $250,000 in cash to VISI or (ii) purchase for cash at least $250,000 in
equity securities of VISI, which cash shall be used for working capital. In
addition, TCRI agrees to provide VISI with additional working capital support of
an amount not less $500,000 during the five months following the Closing Date,
which additional working capital may come in the form of either (i) a loan or
loans from TCRI or (ii) additional purchase of equity securities of VISI by
TCRI.

1.07. Payment of Line of Credit. VISI will continue to pay interest on all
outstanding loans extended under the Premium Credit Line Agreement dated June 4,
2001, with UBS PaineWebber Incorporated when due and pay principal amounts as
follows: $150,000 on or before July 1, 2003; $300,000 on or before July 1, 2004;
$300,000 on or before July 1, 2005; and the remaining principal balance on or
before July 1, 2006. VISI shall not borrow any further sums under such loan
agreement subsequent to Closing.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF ACQUIRED CORPORATION

2.01. Organization and Standing of VISI. VISI is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Texas, with full corporate power and authority to carry on its business as it is
now being conducted and to own and use its properties and assets. Copies of the
articles of incorporation of VISI, as certified by the Secretary of State of the
State of Texas and delivered to TCRI, are complete and accurate as of the date
of this Agreement. VISI is not required to be qualified as a foreign corporation
to transact business in any other jurisdiction other than Texas.

2.02. Subsidiaries. VISI has neither subsidiaries nor any interest in any
other corporation, firm, or partnership.

2.03. Capitalization. VISI has an authorized capitalization of 10,000,000
shares of capital stock, consisting of 9,000,000 shares of Class A common stock
with the par value of $0.001 per share ("Class A Stock") and 1,000,000 shares of
Class B common stock with the par value of $0.001 per share ("Class B Stock"),
of which 2,839,900 shares of Class A Stock and no shares of Class B Stock are
issued and outstanding. All outstanding shares of Class A Stock and Class B
Stock have been duly authorized and validly issued and are fully paid and
non-assessable, and no shares of capital stock of VISI have been issued in
violation of preemptive or similar rights. All issuances, sales, and
representations of capital stock of the Company have been effected in compliance
with law, including, without limitation, all federal and state securities laws.
Except for 609,152 shares of the authorized but unissued stock that are reserved
for stock options and conversion of that certain convertible promissory note
issued to D. Xxxx Xxxxx dated December 1, 2000, all as described on Schedule
2.03 attached hereto, there are no outstanding subscriptions, options,
contracts, commitments, or demands relating to the authorized but unissued stock
of VISI or other agreements of any character under which VISI would be obligated
to issue or purchase shares of its capital stock. On the Closing Date there are
2,839,900 issued and outstanding shares of VISI Stock, and the Shareholders and
their ownership of VISI Stock are listed on Exhibit A.

2.04. Financial Statements. (a) Attached to this Agreement as Schedule 2.04
is the Balance Sheet of VISI as of December, 2000, and the related statements of
income and retained earnings for the year ended December 31, 2000, all reported
on by Xxxxxx & Xxxxxxx, certified public accountants, and the unaudited balance
sheets of VISI as of December 31, 2001, and as of May 31, 2002, and the related
statements of income and retained earnings for the year ended December 31, 2001
and the five-month period ended May 31, 2002, prepared by VISI and subject to
reasonable changes resulting from year-end audit. The audited financial
statements described in this Paragraph have been prepared in conformity with
generally accepted accounting principles, applied on a consistent basis, and
together with the unaudited financial statements at December 31, 2001, and May
31, 2002, present fairly the financial position of VISI as of December 31, 2000,
December 31, 2001, and May 31, 2002, respectively, and the results of operation
for the periods specified.

(b) Subject to any changes as a result of the ordinary and usual course of
business, and subject to the provisions of Paragraph 4.04, the assets of VISI at
the Closing Date will be substantially those owned by it and shown on its
unaudited financial statements as of May 31, 2002.

2.05. Operations Since Balance Sheet Date. Since its Balance Sheet date of
May 31, 2002, VISI has not, and prior to the Closing Date will not have:

(a) Issued or sold any stock, bond, or other corporate securities;

(b) Except for current liabilities incurred and obligations entered into in
the ordinary course of business, incurred any absolute or contingent obligation,
including long-term debt;

(c) Except for current liabilities shown on the balance sheet and current
liabilities incurred since that date in the ordinary course of business,
discharged or satisfied any lien or encumbrance, or paid any obligation or
liability;

(d) Mortgaged, pledged, or subjected to lien any of its assets;

(e) Except in the ordinary course of business, sold or transferred any of
its tangible assets, or canceled any debts or claims, or waived any rights of
substantial value;

(f) Except as provided in Paragraph 4.04, sold, assigned, or transferred
any patents, formulas, trademarks, trade names, copyrights, licenses, or other
intangible assets;

(g) Incurred any materially adverse losses or damage; or

(h) Entered into any transaction other than in the ordinary course of
business, except for(i) the transaction described in Paragraph 4.04 and (ii) the
transaction that is the subject matter of this Agreement;

2.06. Title to Assets. VISI has good title to, or valid leasehold interest
in, all its assets both real and personal specified in the schedule described in
Paragraph 2.07. The buildings and equipment of VISI are in good condition and
repair, except for reasonable wear and tear. All such assets are not subject to
any mortgage, pledge, lien, charge, security interest, encumbrance, or
restriction except those that:

(a) Are disclosed on the Balance Sheet dated May 31, 2002, as securing
specified liabilities;

(b) Are disclosed in the Schedule of Assets listed in Paragraph 2.07; or

2.07. Schedule of Assets. VISI has delivered to TCRI a separate Schedule of
Assets, attached hereto as Schedule 2.07, containing a true and complete:

(a) Legal description of all real property owned by VISI, and any real
property in which VISI has a leasehold interest;

(b) Aged list of accounts receivable as of the Closing Date;

(c) List of all capitalized machinery, tools, equipment, and rolling stock
owned by VISI that sets forth any liens, claims, encumbrances, charges,
restrictions, covenants, and conditions concerning the listed items;

(d) Description of all machinery, tools, equipment, and rolling stock in
which VISI has a leasehold interest, with a description of each interest;

(e) A true and complete list of all patents, patent licenses, trademarks,
trademark registrations, trade names, copyrights, and copyright registrations
owned by VISI; and

(f) List of all fire and other casualty and liability policies of VISI in
effect at the time of delivery of such schedule.

2.08. Indebtedness. Except as set forth in the Balance Sheet of VISI dated
May 31, 2002, described in Paragraph 2.05, VISI presently has no outstanding
indebtedness other than liabilities incurred in the ordinary course of business
or in connection with this transaction. VISI has not made any assignment for the
benefit of creditors, nor has any involuntary or voluntary petition in
bankruptcy been filed by or against VISI.

2.09. Litigation. Except as set forth on Schedule 2.09, VISI is not party
to, nor has it been threatened with, any litigation or governmental proceeding
that, if decided adversely to it, would have a material adverse effect on the
transaction contemplated by this Agreement, or on the financial condition, net
worth, prospects, or business of VISI. To the best of its knowledge and except
as set forth on Schedule 2.09, VISI is not aware of any facts that might result
in any action, suit, or other proceeding that would result in any material
adverse change in the business or financial condition of VISI. To the best of
its knowledge and except as set forth on Schedule 2.09, VISI is not infringing
on or otherwise acting adversely to any copyrights, trademark rights, patent
rights, or licenses owned by any other person, and there is no pending claim or
threatened action with respect to such rights. Except for licenses for software
routinely used in the ordinary course of business, VISI is not obligated to make
any payments in the form of royalties, fees, or otherwise to any owner or
licensor of any patent, trademark, trade name, or copyright.

2.10. Compliance With Law and Other Instruments. The business operation of
VISI has been and is being conducted in compliance in all material respects with
all applicable laws, rules, and regulations of all authorities. VISI is not in
violation of, or in default under, any term or provision of its Articles of
Incorporation, its Bylaws, or of any lien, mortgage, lease, agreement,
instrument, order, judgment, or decree, or any other type of restriction that
would prevent consummation of the exchange of securities contemplated by this
Agreement.

2.11. Contractual Obligations. Except as set forth in Schedule 2.11, VISI
is not a party to, or otherwise bound by, any contract or other agreement which,
if breached or otherwise not performed by VISI or enforced against VISI by any
other party thereto, would result in a material adverse effect on VISI's
business, financial condition or results of operations. To the best knowledge of
VISI, there is not any material default or meritorious basis for a claim of
default, or any event which with the lapse of time or giving of notice or both
would constitute a default, by a contracting party other than VISI under any
material contract to which VISI is a party or any material obligation owed to
VISI.

2.12. Changes in Compensation. Since the Balance Sheet date of May 31,
2002, VISI has not granted any general pay increase to employees or changed the
rate of compensation, commission, or bonus payable to any officer, employee,
director, agent, or stockholder.

2.13. Records. All of the account books, minute books, stock certificate
books, and stock transfer ledgers of VISI are complete and accurate.

2.14. No Brokers or Finders. All negotiations on the part of the
Shareholders related to this Agreement have been accomplished solely by the
Shareholders without the assistance of any person employed as a broker or
finder. The Shareholders have done nothing to give rise to any valid claims
against TCRI or VISI for a brokerage commission, finder's fee, or any similar
charge.

2.15. Taxes. VISI has filed all federal income tax returns and, in each
state where qualified or incorporated, all state income tax and franchise tax
returns that are required to be filed. VISI has paid all taxes as shown on the
returns as have become due, and has paid all assessments received that have
become due.

2.16. Full Disclosure. As of the Closing Date VISI will have disclosed all
events, conditions, and facts materially affecting the business and prospects of
VISI. VISI has not withheld knowledge of any events, conditions, and facts that
it has had reasonable ground to know may materially affect the business and
prospects of VISI. None of the representations and warranties made by VISI in
this Agreement or set forth in any other instrument furnished to TCRI contain
any untrue statement of a material fact, or fails to state a material fact.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF PURCHASER

3.01. Organization and Standing of Purchaser. TCRI is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Texas, with corporate power to own property and carry on its business as it is
now being conducted. Copies of the articles of incorporation of TCRI, that have
been certified by the Secretary of State of Texas and delivered to VISI, are
complete and accurate as of the date of this Agreement. TCRI is not required to
be qualified as a foreign corporation to transact business in any other
jurisdiction.

3.02. Subsidiaries. TCRI has neither subsidiaries nor any interest in any
other corporation, firm, or partnership.

3.03. Capitalization. TCRI has an authorized capitalization of 100,000,000
shares of common stock of the par value of $0.001 per share, of which 9,081,400
shares are issued, outstanding, and fully paid as of the date of this Agreement
and 20,000,000 shares of preferred stock of the par value of $1.00 per share, no
shares of which are issued and outstanding as of the date of this Agreement.
Except for (1) 750,000 authorized but unissued shares of common stock that are
reserved for issuance to Goldbridge Capital, LLC, (2) 200,000 authorized but
unissued shares of common stock that are reserved for issuance to Xxxxxx X.
Xxxxxxxx, and (3) 300,000 authorized but unissued shares of common stock that
are reserved for issuance to certain noteholders and shareholders of Crossroads
Environmental, Inc., there are no outstanding options, contracts, calls,
commitments, or demands relating to the authorized but unissued stock of TCRI.

3.04. Financial Statements. TCRI has delivered to VISI:

(a) The balance sheets of TCRI as of December 31, 2000 and 2001 and the
related statements of operations, changes in stockholders equity, and cash flows
of TCRI for the years ended December 31, 2000 and 2001. These statements have
been audited by Xxx, Xxxxxxxx & Xxxxxxx, independent certified public
accountants.

(b) An unaudited interim balance sheet of the TCRI as of March 31, 2002 and
their related statements of earnings and cash flows for the three-month period
ended March 31, 2002. These statements are subject to year-end audit.

All the financial statements listed in this Paragraph 3.04 present fairly
the financial condition of TCRI at the specified dates and the results of its
operations for the period specified. The statements were prepared in accordance
with generally accepted accounting principles applied in a manner consistent
with prior accounting periods.

3.05. Financial Condition Since Balance Sheet Date. Since the Balance Sheet
date of March 31, 2002, no change, event, or condition has occurred that
materially and adversely affects the financial condition, assets, business, or
prospects of TCRI, to the knowledge of any of its officers.

3.06. Status of Receivables. None of the accounts receivable or contracts
receivable indicated in the financial statements specified in Paragraph 3.04
that TCRI has delivered to VISI is subject to any counterclaim or setoff, and
all such accounts receivable and contracts receivable are current and
collectible at the aggregate recorded amount.

3.07. Title to Assets. All book assets of TCRI in existence are in its
possession, are in good condition and repair, and conform to all applicable
zoning and building laws and ordinances. TCRI has good and marketable title to
all of its assets and, except as shown on its financial statements as of
December 31, 2001, holds such assets subject to no mortgage, lien, or
encumbrance.

3.08. Status of Transferred Shares. The shares of stock of TCRI that are to
be issued and delivered, including Preferred Stock and the TCRI Common Stock,
whether acquired by conversion of the Preferred Stock or exercise of the
Warrants, to the Shareholders pursuant to the terms of this Agreement will be
validly authorized and issued, and will be fully paid and nonassessable. No
shareholder of TCRI will have any preemptive right of subscription or purchase
with respect to the shares to be transferred.

3.09. Indebtedness. Except as set forth in the balance sheet of TCRI as of
March 31, 2002, there is no outstanding indebtedness other than liabilities
incurred in the ordinary course of business or in connection with this
transaction. Except as set forth in the notes to TCRI's financial statements at
December 31, 2001, TCRI is not in default with respect to any terms or
conditions of any indebtedness.

3.10. Litigation. TCRI is not a party to, nor has it been threatened with
any litigation or governmental proceeding that could have a material, adverse
effect on the transaction contemplated by this Agreement or on the financial
condition of TCRI.

3.11. Purchaser's Authority. The execution and performance of this
Agreement have been duly authorized by all requisite corporate action. This
Agreement constitutes a valid and binding obligation of TCRI in accordance with
its terms. No provision of the TCRI's Articles of Incorporation, Bylaws,
minutes, share certificates, or contracts prevents TCRI from delivering good
title to its shares of such capital stock in the manner contemplated by this
Agreement.

3.12. Brokers. TCRI has not retained nor otherwise utilized the services of
any broker or finder in connection with the transaction contemplated by this
agreement. TCRI has done nothing to give rise to any valid claims against VISI
for a brokerage commission, finder's fee, or any similar charge.

3.13. Taxes. TCRI has filed all federal income tax returns and, in each
state where qualified or incorporated, all state income tax or franchise tax
returns that are required to be filed, and has paid all taxes as shown on the
returns as they have become due.

3.14. Full Disclosure. As of the Closing Date TCRI will have disclosed to
VISI all events, conditions, and facts materially affecting the business and
prospects of TCRI. TCRI has not withheld knowledge of any events, conditions, or
facts that it has had reasonable ground to know may materially affect the
business and prospects of TCRI. None of the representations and warranties made
by TCRI in this Agreement or set forth in any other instrument furnished to VISI
contain any untrue statement of a material fact, or fails to state a material
fact.

ARTICLE 4

CONDUCT OF BUSINESS OF VISI PENDING CLOSING DATE

4.01. Conduct of Business in Its Ordinary Course. VISI will carry on its
business in substantially the same manner as previous to the date of execution
of this Agreement, and will:

(a) Continue in full force the amount and scope of insurance coverage
carried prior to that date;

(b) Maintain its business organization and keep it intact, to retain its
present employees, and to maintain its goodwill with suppliers, customers, and
others having business relationships with it;

(d) Maintain its assets and properties in good condition and repair, and
not sell or otherwise dispose of any of its assets or properties, except sales
of inventory in the ordinary course of business.

4.02. Satisfy Conditions Precedent. (a) VISI will afford the officers and
representatives of TCRI, from the date of this Agreement until the Closing Date,
full access during normal business hours to all properties, books, accounts,
contracts, commitments, and any other records of any kind of VISI. Sufficient
access shall be allowed to provide TCRI with full opportunity to make any
investigation it desires to make of VISI, and to keep itself fully informed of
the affairs of VISI.

(b) In addition, VISI will permit TCRI to make extracts or copies of all
such books, accounts, contracts, commitments, and records, and to furnish to
TCRI, within ten (10) days after demand, any further financial and operating
data of VISI as TCRI reasonably requests.

(c) TCRI will use any information obtained under this Paragraph only for
its own purposes in connection with the consummation of the transaction
contemplated by this Agreement, and will not divulge the information to any
other person.

4.03. Consultation. VISI will consult with TCRI at all times until the
Closing Date with respect to the operation and conduct of VISI's business.

4.04. Transfer of Intellectual Property. TCRI hereby acknowledges that,
prior to this Agreement, VISI has transferred all of its technology and
intellectual property assets described on Exhibit D ("Intellectual Property") to
VISI Technology, Ltd., a Texas limited partnership ("VISI Tech") in exchange for
assumption by VISI Tech of certain debts of VISI (such transaction referred to
herein as the "Reorganization"). TCRI further acknowledges that the limited
partner interest in VISI Tech purchased by TCRI in this transaction will not
give TCRI any claim, right, title or interest in any of the Intellectual
Property transferred as part of the Reorganization, except as provided in the
License Agreement (the "License Agreement") in the form attached hereto as
Exhibit E.

ARTICLE 5

CONDUCT OF BUSINESS OF TCRI PENDING CLOSING DATE

5.01. Conduct of Business in Its Ordinary Course. TCRI will carry on its
business in substantially the same manner as before the date of execution of
this Agreement.

5.02. Satisfy Conditions Precedent. TCRI will use its best efforts to
satisfy all conditions precedent contained in this Agreement.

5.03. Access to Information and Documents. (a) TCRI will provide VISI from
the date of this Agreement until the Closing Date full access during normal
business hours to all properties, books, accounts, contracts, commitments, and
records of TCRI. Sufficient access shall be allowed to provide VISI with full
opportunity to make any investigation it desires to make of TCRI, and to keep
itself fully informed of the affairs of TCRI.

(b) TCRI will permit VISI, acting on behalf of the Shareholders, to make
extracts or copies of all books, accounts, contracts, commitments, and records.
Additionally, TCRI will furnish to VISI, acting on behalf of the Shareholders,
within ten (10) days after demand, any further financial and operating data and
other information concerning its business and assets that the Shareholders
reasonably request.

(c) The Shareholders may use any information secured pursuant to this
Paragraph only for their own purposes in connection with the consummation of the
transaction contemplated by this Agreement and may not divulge the information
to any persons other than their legal and financial advisors.

5.04. Negative Covenant. Except with the prior written consent of VISI,
TCRI may not declare or pay any dividend or make any other distribution to its
shareholders prior to the Closing Date.

ARTICLE 6

CONDITIONS PRECEDENT TO OBLIGATIONS OF VISI

6.01. Conditions Precedent to Closing. The obligations of VISI to
consummate the Agreement set forth in this Agreement shall be subject to the
conditions precedent specified in this Article 6.

6.02. Truth of Representations and Warranties and Compliance With
Covenants. The representations and warranties of TCRI contained in this
Agreement shall be true as of the Closing Date with the same effect as though
made on the Closing Date. TCRI shall have performed all obligations and comply
with all covenants required by this Agreement to be performed or complied with
by it prior to the Closing Date. TCRI shall deliver to VISI a certificate dated
as of the Closing Date and signed by the President or a Vice President and the
Secretary or an Assistant Secretary of TCRI, certifying the truth of the
representations and warranties.

6.03. Opinion From Counsel for TCRI. On the Closing Date, TCRI shall
furnish to VISI an opinion from counsel for TCRI, dated the Closing Date, to the
effect that TCRI is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Texas, that the shares of Preferred
Stock delivered to the Shareholders on the Closing Date have been duly
authorized, issued, and delivered and are validly issued and outstanding, fully
paid and nonassessable shares of Preferred Stock, that the Warrants have been
duly authorized and delivered to individuals identified on Exhibit C and that
the TCRI Common Stock required for issuance upon exchange of the Preferred Stock
and underlying the Warrants has been adequately reserved and, upon payment of
the consideration stated in the Warrants, shall be validly issued and
nonassessable shares of TCRI Common Stock.

6.04. No Restrictions. No action or proceeding by any governmental body or
agency shall have been threatened, asserted, or instituted to prohibit the
consummation of the transactions contemplated by this Agreement.

6.05. Board and Shareholder Approval. The Board of Directors and
shareholders of VISI and the Board of Directors (and shareholders, if necessary)
of TCRI shall have approved this Agreement.

6.06. License Agreement. VISI Tech and TCRI shall have executed the License
Agreement.

6.07. Completion and Satisfaction with Due Diligence. VISI and its
authorized representatives shall have completed due diligence with respect to
TCRI and its properties, assets and liabilities. VISI shall have verified the
good and marketable title of TCRI in and to the properties and assets of TCRI,
and VISI shall have been satisfied with the results of its investigation of the
properties, assets, and liabilities of TCRI.

6.08. No Material Adverse Effect. With respect to TCRI, since the date of
this Agreement, no event constituting a material adverse effect on the
prospects, value, business, operations, properties, assets, liabilities or
financial condition of TCRI, other than those occurrences, events, circumstances
or matters which have a general effect upon the industry in which TCRI operates
(collectively, a "Material Adverse Effect"), or any event, condition or
contingency likely to give rise to a Material Adverse Effect with respect to
TCRI, shall have occurred. TCRI shall have delivered to VISI a certificate to
the foregoing effect, dated as of the Closing Date and executed by the chief
executive officer or president of TCRI.

6.09. Consents. TCRI shall have obtained all necessary approvals, consents,
ratifications, waivers or other authorizations, including all governmental
authorizations (collectively, "Consents"), required to consummate this
transaction, and such Consents must be in full force and effect. TCRI shall have
delivered to VISI a certificate to the foregoing effect, dated as of the Closing
Date and executed by the chief executive officer or president of TCRI.

ARTICLE 7

CONDITIONS PRECEDENT TO OBLIGATIONS OF TCRI

7.01. Conditions Precedent to Closing. The obligations of TCRI to
consummate the reorganization described in this Agreement shall be subject to
the conditions precedent specified in this Article 7.

7.02. Truth of Representations and Warranties and Compliance With
Covenants. The representations and warranties of VISI contained in this
Agreement shall be true as of the Closing Date, with the same effect as though
made on the Closing Date. VISI shall perform all obligations and comply with all
covenants required by this Agreement to be performed or complied with by it
prior to the closing date. VISI shall deliver to TCRI a certificate dated the
Closing Date and signed by an officer of VISI, certifying the truth of the
representations and warranties.

7.03. Opinion From Counsel for VISI. VISI shall deliver to TCRI an opinion
dated the Closing Date of counsel for VISI, to the effect that:

(a) VISI is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Texas with full corporate power to carry
on the business in which it is engaged;

(b) (i) The shares of VISI Stock which are the subject of this Agreement
have been duly authorized and validly issued, and are fully paid and
nonassessable;

(ii) The shares of VISI Stock exchanged in this transaction constitute
100 percent of all of the issued and outstanding shares of VISI Stock;

(c) This Agreement is the valid and binding obligation of VISI in
accordance with its terms, except as limited by bankruptcy, insolvency, or other
laws affecting the enforcement of creditor's rights;

(d) Counsel has no knowledge of any litigation, or governmental
investigation or labor dispute pending or threatened against VISI, its business
or properties. In rendering the opinion specified in this Paragraph, Counsel may
rely on certificates of public officials, certificates of officers of VISI, and
any other evidence that is appropriate.

7.04. Resignations of Officers and Directors. Except for R. Xxxxxxxx Xxxxx,
there shall be delivered to TCRI the written resignations of the officers and
directors of VISI.

7.05. Investment Letters. Each Shareholder of VISI who tenders VISI Stock
in accordance with this Agreement shall deliver to TCRI an executed subscription
agreement or investment letter as specified in Paragraph 9.01 of this Agreement
and in form and substance acceptable to counsel for TCRI.

7.06. No Restrictions. No action or proceeding by any governmental body or
agency shall be threatened, asserted, or instituted that prohibits the
consummation of the transactions contemplated by this Agreement.

7.07. Board and Shareholder Approval. The Board of Directors and
shareholders of VISI and the Board of Directors (and shareholders, if necessary)
of TCRI shall have approved this Agreement.

7.08. License Agreement. VISI Tech and TCRI shall have executed the License
Agreement.

7.09. Completion and Satisfaction with Due Diligence. TCRI and its
authorized representatives shall have completed due diligence with respect to
VISI and its properties, assets and liabilities. TCRI shall have verified the
good and marketable title of VISI in and to the properties and assets of VISI,
and TCRI shall have been satisfied with the results of its investigation of the
VISI Stock and the properties, assets, and liabilities of VISI.

7.10. No Material Adverse Effect. With respect to VISI, since the date of
this Agreement, no event constituting a material adverse effect on the
prospects, value, business, operations, properties, assets, liabilities or
financial condition of VISI, other than those occurrences, events, circumstances
or matters which have a general effect upon the industry in which VISI operates
(collectively, a "Material Adverse Effect"), or any event, condition or
contingency likely to give rise to a Material Adverse Effect with respect to
VISI, shall have occurred. VISI shall have delivered to TCRI a certificate to
the foregoing effect, dated as of the Closing Date and executed by the chief
executive officer or president of VISI.

7.11. Consents. VISI shall have obtained all necessary approvals, consents,
ratifications, waivers or other authorizations, including all governmental
authorizations (collectively, "Consents"), required to consummate this
transaction, and such Consents must be in full force and effect. VISI shall have
delivered to TCRI a certificate to the foregoing effect, dated as of the Closing
Date and executed by the chief executive officer or president of VISI.

ARTICLE 8

SURVIVAL OF WARRANTIES AND LIABILITY

8.01. No Survival of Representations and Warranties. All statements of fact
contained in this Agreement, or in any memorandum, certificate, letter,
document, or other instrument delivered by or on behalf of VISI or TCRI pursuant
to this Agreement shall be deemed representations and warranties made by any
such party, respectively, to each other party under this Agreement. None of the
covenants, representations, and warranties of the parties contained in this
Agreement shall survive the Closing Date except this Agreement shall continue
and remain in full force and effect regarding the covenants that by their terms
are to be performed after the Closing Date.

8.02. Expenses. Whether or not this Agreement is terminated, each of the
parties shall bear all expenses incurred by such party in connection with this
Agreement and in the consummation of the transactions contemplated by and in
preparation for the Agreement.

ARTICLE 9

COMPLIANCE WITH SECURITIES LAWS

9.01. Unregistered Stock Under Federal Securities Act. (a) Each Shareholder
of VISI must acknowledge that the shares of Preferred Stock and the TCRI Common
Stock that may be acquired upon conversion of the Preferred Stock or exercise of
the Warrants have not been registered under the Securities Act of 1933, as
amended (the "1933 Act"), and that therefore the stock is not transferable
except as permitted under various exemptions contained in the 1933 Act and the
rules of the Securities and Exchange Commission interpreting the Act. The
provisions contained in this Paragraph 9.01 are intended to ensure compliance
with the 1933 Act.

(b) Each Shareholder of VISI must represent and warrant to TCRI that the
Shareholder is acquiring the shares of Preferred Stock under this Agreement for
the Shareholder's own account for investment, and not for the purpose of resale
or any other distribution of the shares. Each Shareholder will also represent
and warrant that the Shareholder has no present intention of disposing of all or
any part of such shares at any particular time, for any particular price, or on
the happening of any particular circumstances. Each Shareholder must acknowledge
that TCRI is relying on the truth and accuracy of the warranties and
representations set forth in this Paragraph in issuing the shares without first
registering the shares under the 1933 Act.

(c) Each Shareholder of VISI must covenant and represent that none of the
shares of Preferred Stock that will be issued to the Shareholder pursuant to
this Agreement will be offered, sold, assigned, pledged, transferred, or
otherwise disposed of except after full compliance with all of the applicable
provisions of the 1933 Act and the rules and regulations of the Securities and
Exchange Commission under the 1933 Act. Therefore, each Shareholder must agree
not to sell or otherwise dispose of any of the shares of Preferred Stock
received pursuant to this Agreement unless the Shareholder:

(i) Has delivered to TCRI a written legal opinion in form and
substance satisfactory to counsel for TCRI to the effect that the
disposition is permissible under the terms of the 1933 Act and regulations
interpreting the Act;

(ii) Has complied with the registration and prospectus requirements of
the 1933 Act relating to such a disposition; or

(iii) Has presented TCRI satisfactory evidence that such a disposition
is exempt from registration under the Act.

TCRI will place a stop transfer order against transfer of shares until one
of the conditions set forth in this subparagraph has been met.

(d) Each Shareholder of VISI must agree that the certificates evidencing
the shares the Shareholder will receive under this Agreement will contain the
following legend:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN TAKEN FOR INVESTMENT.
THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS A
REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS
AMENDED, IS IN EFFECT FOR THE SECURITIES, OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT IS IN FACT APPLICABLE TO SUCH
OFFER OR SALE OR UPON DELIVERY TO THE CORPORATION OF AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT
REQUIRED FOR SUCH SALE OR TRANSFER.

(e) If at any time in the future any of the Shareholders of VISI sell or
otherwise dispose of any of such shares of Preferred Stock or TCRI Common Stock
acquired by conversion of the Preferred Stock or upon exercise of the Warrants
without registration under the 1933 Act or any similar federal statute that may
then be in effect, such Shareholder must agree to indemnify and hold harmless
TCRI against any claims, liabilities, penalties, costs, and expenses that may be
asserted against or suffered by TCRI as a result of such disposition.

(f) If at any time after the Closing Date but not earlier than 12 months
after the Closing Date, TCRI intends to file a registration statement under the
1933 Act covering a sale by TCRI or a shareholder of TCRI of shares of TCRI
Common Stock, TCRI will deliver to each Shareholder written notice of its intent
to file such a registration statement. The Shareholder shall have twenty (20)
days following receipt of such notice to convert any or all of the Preferred
Stock to TCRI Common Stock and, to the extent any Warrants are exercisable, to
exercise any or all Warrants. If a Shareholder delivers a written request to
TCRI within twenty (20) days after the mailing of such notice setting forth the
number of shares of TCRI Common Stock the Shareholder intends to dispose of,
TCRI agrees to use its best efforts to include such shares of each shareholder
in the registration statement. If, in spite of the best efforts of TCRI, the
inclusion of all of the shares that each Shareholder intends to sell is not
acceptable to the managing underwriter or underwriters of the offering, TCRI may
limit the number of shares of each Shareholder to be sold under the registration
statement. If the offering is not completed within ninety (90) days after the
effective date of the registration statement, TCRI shall be entitled to
deregister any unsold portion of such shares. The manner and conduct of any such
registration, including the contents of such registration statement and of any
related underwriting or other agreements, shall be entirely in the control and
discretion of TCRI. Each Shareholder shall agree to cooperate with TCRI in the
preparation and filing of any registration statement prepared and filed under
this Subparagraph. TCRI shall bear all out-of-pocket expenses except for
registration fees incurred in performing its obligations under this Subparagraph
except that each Shareholder shall make the customary agreements,
representations, warranties, and indemnifications to the underwriters in any
such offering with respect to any shares included at the Shareholder's request.

ARTICLE 10

TERMINATION

10.01. Default. (a) TCRI or VISI may, on or at any time prior to the
Closing Date, terminate this Agreement by notice to the other party in the
event:

(i) The other party has defaulted by failing to perform any of its
covenants and agreements contained in this Agreement;

(ii) Such default has not been fully cured within ten (10) days after
receipt of the notice specifying particularly the nature of the default;
and

(iii) By mutual written agreement of the parties.

10.02. Delay. If consummation of the transaction specified in this
Agreement has not occurred by 11:59 p.m. local time in Texas, on August 31,
2002, any party that is not in default in the timely performance of any of its
covenants and conditions may terminate this Agreement subsequent to that time by
giving written notice of termination to the other party. The written notice of
termination shall be effective upon the delivery of the notice in person to an
officer of the party or, if served by mail, upon the receipt of the notice by
such party.

ARTICLE 11

MISCELLANEOUS

11.01. Amendment. This Agreement may be amended or modified at any time and
in any manner only by an instrument in writing executed by the President of TCRI
and the President of VISI, provided such amendment has been approved by the
Shareholders.

11.02. Waiver. Either TCRI or VISI may, in writing:

(a) Extend the time for the performance of any of the obligations of any
other party to the Agreement.

(b) Waive any inaccuracies and misrepresentations contained in this
Agreement or any document delivered pursuant to the Agreement made by any other
party to the Agreement.

(c) Waive compliance with any of the covenants or performance of any
obligations contained in this Agreement by any other party to the Agreement.

(d) Waive the fulfillment of any condition precedent to the performance by
any other party to the Agreement.

11.03. Assignment. (a) Neither this entire Agreement nor any right created
by the Agreement shall be assignable by either the VISI or TCRI without the
prior written consent of the other party.

(b) Except as limited by the provisions of subparagraph (a), this Agreement
shall be binding on and inure to the benefit of the respective successors and
permitted assigns of the parties, as well as the parties.

(c) Nothing in this Agreement, expressed or implied, is intended to confer
upon any person, other than the parties and their successors, any rights or
remedies under this Agreement.

11.04. Notices. Any notice or other communication required or permitted by
this Agreement must be in writing and shall be deemed to be properly given when
delivered in person to an officer of the other party, when deposited in the
United States mails for transmittal by certified or registered mail, postage
prepaid, or when deposited with a public telegraph company for transmittal,
charges prepaid, provided that the communication is addressed:

(a) In the case of TCRI, to: Texas Commercial Resources, Inc.
Attn: B. Xxxxx Xxxxxx
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000

with a copy to: Xxxxxxxx & Xxxxxx, LLP
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxxx

or to such other person or address designated by TCRI to receive notice.

(b) In the case of VISI, to: Visual Intelligence Systems, Inc.
Attn: R. Xxxxxxxx Xxxxx
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000

with a copy to: Xxxxxxxx & Xxxxx P.C.
0000 Xxxx Xxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attn: Xxxxxx Xxxxx

or to such other person or address designated by VISI to receive notice.

11.05. Headings. Paragraph and other headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

11.06. Entire Agreement. This Agreement and the schedules and exhibits
hereto contain the entire agreement between the parties with respect to the
transaction contemplated by the Agreement. This Agreement may be executed in any
number of counterparts but the aggregate of the counterparts together constitute
only one and the same instrument.

11.07. Effect of Partial Invalidity. In the event that any one or more of
the provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provisions of this Agreement, but
this Agreement shall be construed as if it never contained any such invalid,
illegal, or unenforceable provisions.

11.08. Controlling Law. The validity, interpretation, and performance of
this Agreement shall be controlled by and construed under the laws of the State
of Texas.

11.09. Attorney's Fees. If any action at law or in equity, including an
action for declaratory relief, is brought to enforce or interpret the provisions
of this Agreement, the prevailing party shall be entitled to recover reasonable
attorney's fees from the other party. The attorney's fees may be ordered by the
court in the trial of any action described in this Paragraph or may be enforced
in a separate action brought for determining attorney's fees.

11.10. Alternative Dispute Resolution.

(a) Negotiations. The Parties agree that, except for the remedy set forth
below with respect to injunctive relief, prior to the institution of any
arbitration or litigation between the Parties, any dispute, controversy, or
claim arising out of or relating to this Agreement (a "Dispute") shall first be
addressed through good-faith negotiation between the parties. If such good faith
negotiation has not resolved the controversy or claim within 15 days of written
notice by one Party to the other of the controversy or claim, the controversy or
claim shall be settled pursuant to Paragraph 11.10(b).

(b) Mediation. Failing resolution after exhaustion of the procedure
described in Paragraph 11.10(a), a Dispute may be submitted to mediation by
either Party. Unless otherwise mutually agreed, mediation shall occur within ten
days after a request therefore by either Party. If the Parties cannot agree on a
mutually acceptable mediator, the Party who did not initiate the request for
mediation shall select a mediator who (i) is a licensed attorney, (ii) has
completed basic commercial mediation training, (iii) has served as a mediator of
at least 50 mediation involving commercial disputes, and (iv) has not prior
personal or business relationship with any of the persons involved, except as a
mediator. The Parties will participate in the mediation in good faith for a
minimum of one-half day, and will comply with any policies and procedures of the
mediator. The mediation shall be held in Houston, Texas. Each Party may be
represented by counsel at the mediation. Each Party will bear its own expenses
of mediation, and the Parties will share equally the charges of the mediator.

(c) Arbitration. FAILING RESOLUTION AFTER EXHAUSTION OF THE PROCEDURE
DESCRIBED IN SCETION 11.10(b), THE PARTIES AGREE TO BE BOUND BY THE TERMS AND
PROVISIONS OF THE FOLLOWING ARBITRATION PROVISIONS PURSUANT TO WHICH A DISPUTE
SHALL BE RESOLVED BY MANDATORY BINDING ARBITRATION UPON THE REQUEST OF ANY
PARTY.

After mediation, and subject to injunctive relief, a Dispute shall be
finally settled by arbitration in accordance with the terms of this Paragraph,
provided that any Party shall in any event have the right to seek and obtain
equitable relief during the pendency of such Dispute pursuant to Paragraph
11.11(c) below. Failing resolution after exhaustion of the procedure described
in Paragraphs 11.10(a) and (b), a Party to a Dispute may, by further written
notice (the "Arbitration Notice") to the other Party, commence an arbitration
proceeding by bringing the Dispute to one arbitrator or to an arbitration panel
selected as provided below. Disputes shall be decided by a single arbitrator,
unless the Parties cannot agree within ten days on a single arbitrator, in which
case they shall choose an arbitration panel composed of three arbitrators, one
arbitrator to be selected by the Party who sent the Arbitration Notice, a second
arbitrator to be selected by the other adverse party (expressly provided that
Company may choose the second arbitrator if it is not the sender of the
Arbitration Notice), and the third arbitrator (the "Independent Arbitrator"),
who will be the Chairman of the arbitration panel, to be appointed by the first
two arbitrators. In the event the first two arbitrators fail to agree on the
appointment of the Independent Arbitrator within 15 days, the Independent
Arbitrator shall be appointed on request of any party hereto by any state
district court judge in Xxxxxx County, Texas. In the event that any arbitrator
shall resign, be unable or otherwise fail to perform his or her duties, each
Party shall immediately notify the other parties of such resignation, inability
or failure, and a replacement shall immediately be selected by the Party who
selected such arbitrator in the first instance, or, if the arbitrator to be
replaced is the Independent Arbitrator, then the Parties shall attempt in good
faith to appoint a mutually agreeable replacement Independent Arbitrator. If the
Parties fail to agree on such replacement within 15 days, either party may
request that any state district court judge in Xxxxxx County, Texas to appoint
such replacement Independent Arbitrator. The arbitrator or the arbitration panel
shall conduct the arbitration in accordance with the Rules of Arbitration of the
American Arbitration Association then in effect, except to the extent such rules
are inconsistent with the provisions of this Paragraph. The Parties shall
prepare in writing a statement of their positions, together with counterclaims,
with supporting facts, data, and affidavits, if any, and shall submit such
statement to the arbitrator, or arbitration panel within 15 days after
selection, but, in any event, within 45 days after service of the Arbitration
Notice. The arbitrator or the arbitration panel shall give all parties the
opportunity to make an oral presentation to the arbitrator or the arbitration
panel in the presence of the other Party, if either Party so requests. The
Parties shall have, for a period of 120 days after service of the Arbitration
Notice (the "Discovery Period"), all rights of discovery provided by the Texas
Rules of Civil Procedures then obtaining, except, unless otherwise agreed, that
all responses to discovery requests shall be served within 10 days of such
discovery request, and no discovery request may be served after the date 10 days
before the termination of the Discovery Period. The arbitrator or the
arbitration panel shall assume exclusive jurisdiction over the Dispute, may
order interim equitable relief (which shall be specifically enforceable as if it
were a final Award, as hereinafter defined), and shall be required to make a
final binding determination (the "Award"). The Award shall not be subject to
appeal or to review by any court or administrative body except as set forth in
Section 10(a) of the Federal Arbitration Act, as amended. The Award shall
determine (i) whether each Party's obligations under this Agreement were met and
(ii) what damages or remedies (which may include final equitable relief) are due
under the terms of this Agreement. The agreement to arbitrate contained in this
Paragraph shall be specifically enforceable under the prevailing arbitration
law, and shall survive termination of this Agreement. Judgment upon the Award
rendered by the arbitrator or the arbitration panel may be entered in accordance
with applicable law in any court having jurisdiction therefore. Each Party shall
bear its own costs and expenses for arbitration, subject to reimbursement as
determined by the arbitrator or the arbitration panel in the Award. Arbitration
shall, unless the parties otherwise agree in writing, take place in Houston,
Texas.

(d) Injunctive Relief. Nothing contained in this Section shall preclude, or
be deemed, construed or interpreted to preclude, any Party from seeking interim
equitable relief from a court of competent jurisdiction against the other party,
where circumstances so require, except that no Party shall be entitled to seek a
stay of any arbitration proceeding brought hereunder. The Parties agree that,
upon the application of any of the Parties, and whether or not an arbitration
proceeding has yet been initiated pursuant to Paragraph 11.10(c), all courts
having jurisdiction are hereby authorized to (i) issue and enforce in any lawful
manner such temporary restraining orders, preliminary injunctions and other
interim measures of relief as may be necessary to prevent harm to a Party's
interests or as otherwise may be appropriate pending the conclusion of
arbitration proceedings pursuant to this Paragraph 11.10(c), and/or (ii) enter
into and enforce in any lawful manner such judgments for permanent equitable
relief as may be necessary to prevent harm to a Party's interests or otherwise
may be appropriate following this issuance of the Award.

In Witness Whereof, the Parties have executed this Agreement effective as
of the date first written above.

Texas Commercial Resources, Inc. Visual Intelligence Systems, Inc.

By: B. Xxxxx Xxxxxx By: R. Xxxxxxxx Xxxxx
----------------- ------------------
Name: B. Xxxxx Xxxxxx Name: R. Xxxxxxxx Xxxxx
---------------- ------------------
Title: Vice President Title: Executive Vice President
--------------- -------------------------

Exhibit A

List of VISI Shareholders and Shares of TCRI Preferred Stock to be Issued

No. Shares No. Shares
Shareholder (VISI) % Shares (TCRI)

Xxxxxxx, Xxxxxx 47,100 1.6585% 16,585
Xxxxxxxx, Xxxxxxx 62,500 2.2008% 22,008
BJ & KG Partnership, Ltd. 62,500 2.2008% 22,008
Xxxxxxxxx, Rebel 5,000 0.1761% 1,761
Xxx, Xx 10,000 0.3521% 3,521
Xxxxx, Xxxx 700 0.0246% 247
Xxxxxxxxx Xxx 3,000 0.1056% 1,056
Xxxxx, Xxxxx 1,500 0.0528% 528
Xxxxx, Xxxxxx 5,000 0.1761% 1,761
Xxxxxx, Xxxxx XxXxxxx 3,125 0.1100% 1,100
Xxxx, Xxxx 20,000 0.7043% 7,043
Crown Castle International Corp. 77,500 2.7290% 27,290
Xxxxxxxx, Xxxxx 50,000 1.7606% 17,606
Xxxxx Xxxxxx 1,000 0.0352% 352
Xxxxx, Xxxx 7,500 0.2641% 2,641
Grootaert & Xxxxxxx 7,500 0.2641% 2,641
Xxxxx, xxxx 3,500 0.1232% 1,232
Xxxxxx, Xxxx 25,000 0.8803% 8,803
Xxxxxxx, Xxxxx 2,500 0.0880% 880
Xxxxx, Xxxxx X. 437,500 15.4055% 154,055
Xxxx, Xxx & Xxxxxxxxx 5,000 0.1761% 1,761
Xxxx, Xxxx 3,000 0.1056% 1,056
Xxxx, Xxx X. 15,000 0.5281% 5,281
Xxxxxxxx, Xxxxxxx 25,000 0.8803% 8,803
Mai, Nemo 2,500 0.0880% 880
Mai, Tuy 50,000 1.7606% 17,606
XxXxx, Xxxxxx 5,000 0.1761% 1,761
Xxxxx, Xxxx 661,450 23.2913% 232,913
Xxxxx, Xxxx (children) 45,000 1.5846% 15,846
Xxxx, Xxxxxx 25,000 0.8803% 8,803
Xxxxx, Xxxxxxxx (Custodial Account) 53,125 1.8707% 18,707
Xxxxx, Xxxxxxxxx (Custodial Account) 53,125 1.8707% 18,707
Xxxxx X. Xxxxxxxx 561,250 19.7630% 197,630
Xxxxx, Xxxxxxx Xxxxxx 3,125 0.1100% 1,100
Perry, White Eagle 3,125 0.1100% 1,100
Xxxxx, Xxxxxxx Xxxxxxxx 3,125 0.1100% 1,100
Xxxxxx, Xxx 72,500 2.5530% 25,530
Xxxxxxxxx, Xxxx 78,000 2.7466% 27,466
Xxxxxxxx, Xxxx X. 5,000 0.1761% 1,761
Xxxxx, Xxxx 2,500 0.0880% 880
Xxxxxxxxx, Xxxxxx 1,500 0.0528% 528
Xxxxxxxxxx, Jr., Xxxxxxx X. 115,000 4.0494% 40,494
Xxxxx, Xxx 27,900 0.9824% 9,824
Xxxxx International Ltd. 125,000 4.4016% 44,016
Widiek, Xxxxx XxXxxxx 3,125 0.1100% 1,100
Xxxxxxx, Xxxxx 5,000 0.1761% 1,761
Xxxxxxxxx, Xxxxx X. 53,125 1.8707% 18,707
Wincelowiez, Jr., Xxxx X. 5,000 0.1761% 1,761

TOTAL 2,839,900 100% 1,000,000

Employee stock option 400,000 140,850
Nonemployee stock options 75,000 26,409
3,314,900 1,167,259

Notes:
*Employee Stock Pool Shares reserved shares - 400,000
As of 05/03/2002

Exhibit B

Designation of Series A 8% Convertible Preferred Stock

Omitted

Exhibit C

Performance Warrants

1. Series A Warrants--TCRI will issue Series A Warrants to purchase 250,000
shares of TCRI Common Stock to the individuals in the amounts listed below. The
Series A Warrants will vest if VISI has sales equal to or exceeding $3,212,000
during the 12 months beginning July 1, 2002, and will be exercisable at a 25%
discount to the market price as defined by the average closing bid price of TCRI
during the 20 trading days prior to the end of the 12-month period. If vested,
the Series A Warrants will be exercisable for a two-year period expiring July 1,
2005. The Series A Warrants shall have piggyback registration rights in the
event TCRI determines to register any of its Common Stock for sale for cash in
an underwritten public offering, subject to discretion of the underwriter as to
the limitation of the number of shares of Common Stock being registered.

2. Series B Warrants--TCRI will issue Series B Warrants to purchase 250,000
shares of TCRI Common Stock to the individuals in the amounts listed below. The
Series B Warrants will vest if VISI has sales equal to or exceeding $6,750,000
during the 12 months beginning July 1, 2003, and will be exercisable at a 25%
discount to the market price as defined by the average closing bid price of TCRI
during the 20 trading days prior to the end of the 12-month period. If vested,
the Series B Warrants will be exercisable for a two-year period expiring July 1,
2006. The Series B Warrants shall have piggyback registration rights in the
event TCRI determines to register any of its Common Stock for sale for cash in
an underwritten public offering, subject to discretion of the underwriter as to
the limitation of the number of shares of Common Stock being registered.

3. Series C Warrants--TCRI will issue Series C Warrants to purchase 250,000
shares of TCRI Common Stock to the individuals in the amounts listed below. The
Series C Warrants will vest if VISI has sales equal to or exceeding $14,100,000
during the 12 months beginning July 1, 2004, and will be exercisable at a 25%
discount to the market price as defined by the average closing bid price of TCRI
during the 20 trading days prior to the end of the 12-month period. If vested,
the Series A Warrants will be exercisable for a two-year period expiring July 1,
2006. The Series C Warrants shall have piggyback registration rights in the
event TCRI determines to register any of its Common Stock for sale for cash in
an underwritten public offering, subject to discretion of the underwriter as to
the limitation of the number of shares of Common Stock being registered.

Exhibit D

List of Intellectual Property

CONFIDENTIAL TRADE SECRETS OF VISUAL INTELLIGENCE SYSTEMS, INC.

Exhibit E

License Agreement

This Agreement is by and between VISI Technology, Ltd., a Texas limited
partnership ("Tech, Ltd."), having its registered office at Xxxxxxxx & Xxxxx,
0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000-0000, Visual
Intelligence Systems, Inc., a Texas corporation ("VISI"), having its office at
000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 and Texas Commercial
Resources, Inc., a Texas corporation ("TCRI" and together with Tech, Ltd. and
VISI, the "Parties"), having its office at 0000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000.

Whereas, prior to the execution of this Agreement, VISI has transferred
certain intellectual property assets ("Intellectual Property") to Tech, Ltd. in
exchange for Tech, Ltd.'s assumption of certain debts of VISI ("Initial Debt
Amount");

Whereas, upon the Effective Date of this Agreement, TCRI will contribute or
loan capital to VISI in the amount of $250,000.00 in cash in order to promote
the continuation of the business of VISI; and

Whereas, VISI has experience in marketing and selling the Intellectual
Property and Tech, Ltd. desires to grant VISI an exclusive right to use, market,
license, enhance and develop such Intellectual Property;

Now, therefore, in consideration of the premises and the mutual covenants
herein contained, it is mutually agreed as follows:

1. Definitions.

In addition to certain other definitions contained herein, whenever
used in this Agreement:

1.1. "Effective Date" shall mean August 19, 2002.

1.2. "Initial Debt Amount" means the amount of debt transferred by
VISI and assumed by Tech, Ltd. (the "Transferred Debt"), as described in
the General Conveyance, Transfer and Assignment of Assets and Assumption of
Specific Liabilities by and among Visual Intelligence Systems, Inc., Tech,
Ltd. and D. Xxxx Xxxxx, R. Xxxxxxxx Xxxxx, Xxxxxxx Xxxxxxxxx, Xxxxxxx
Xxxxxxxxxx and Xxx Xxxxxx, attached hereto as Exhibit A and incorporated
herein for all purposes. ---------

1.3. "Intellectual Property" shall mean all technology and
intellectual property assets transferred by VISI to Tech, Ltd. prior to the
execution of this Agreement, all as described in Exhibit B and incorporated
herein for all purposes. ---------

1.4. "License" shall mean the license granted by Tech, Ltd. to VISI
under Paragraph 2 of this Agreement.

1.5. "Receipts" of Tech, Ltd. means the sum of all payments made by
VISI to Tech, Ltd. in accordance with this Agreement, whether made as
quarterly royalty payments or as lump sum payments.

1.6. "Sell," "selling," or "sale" shall mean a sale, which passes
title, a lease or a license.

2. Transfer of Technology and License. Subject to the terms of this
Agreement, Tech, Ltd. hereby licenses to VISI all Intellectual Property on an
exclusive basis for the specific purpose of using, marketing, licensing,
enhancing, and developing such Intellectual Property.

3. Limitation of Liability. Tech, Ltd. shall not be liable or responsible
for any damage, loss, liability, or expense of any kind or nature, including but
not limited to any direct, indirect, special, or consequential damages
(including but not limited to lost profits) incurred by VISI, any customer of
VISI or by any other person, firm, corporation, or other entity claiming through
or under VISI or any customer of VISI arising out of or in any way related to
the Intellectual Property, Tech, Ltd.'s services or assistance with respect
thereto or the use or sales of any Intellectual Property by any such party. VISI
shall indemnify and hold Tech, Ltd. harmless from and against all losses,
claims, costs, expenses (including attorney's fees), liabilities, and damages of
VISI, any customer of VISI or any corporation or other entity claiming through
or under VISI or any customer of VISI arising out of or in any way related to
the Intellectual Property, Tech, Ltd.'s services and assistance with respect
thereto and the use and sales of any Intellectual Property by any such party.

In addition, Tech, Ltd. shall not be liable or responsible for any damage,
loss, liability or expense of any kind or nature, including but not limited to
any direct, indirect, special or consequential damages (including but not
limited to lost profits) incurred by TCRI, any customer of TCRI or by any other
person, firm, corporation, or other entity claiming through or under TCRI or any
customer of TCRI arising out of or in any way related to the Intellectual
Property, Tech, Ltd.'s services or assistance with respect thereto or the use or
sales of any Intellectual Property by any such party.

4. Modifications, Enhancements and Improvements.

4.1. Modifications.

(a) VISI shall have the right to modify, enhance, develop, and
improve the Intellectual Property. As soon as practicable, VISI shall
provide Tech, Ltd. with a description of all modifications,
improvements, or additions relating to the Intellectual Property which
VISI may acquire, invent, make or discover.

(b) All enhancements, improvements, and derivatives of the
Intellectual Property that are acquired, invented, made or discovered
by VISI shall be owned 80% by VISI and 20% by Tech, Ltd.

(c) All enhancements, improvements, and derivatives of the
Intellectual Property that are acquired, invented, made or discovered
by Tech, Ltd. shall be owned 100% by Tech, Ltd. All such enhancements,
improvements, or derivatives of the Intellectual Property shall be
deemed part of the Intellectual Property and subject to the exclusive
license granted hereunder to VISI.

4.2 Patent Rights.

(a) With respect to all enhancements, improvements, and derivatives of
the Intellectual Property, VISI shall have the right to apply for any such
patents, copyrights, or trademarks in the name of Tech, Ltd. and VISI at
VISI's expense, and Tech, Ltd. shall give to VISI all such assistance to
enable such patents, copyrights, or trademarks to be registered;

(b) Upon the termination of this Agreement, all such patent,
copyright, or trademark applications and patents, copyrights, and
trademarks shall remain the sole property of Tech, Ltd. who shall bear the
whole remaining costs relative thereto for so long as the applications or
patents, copyrights, and trademarks are maintained. Following the
termination of this Agreement, Tech, Ltd. may, in its discretion, maintain
such applications and patents, copyrights, or trademarks or allow them to
lapse;

(c) With regard to any such inventions and improvements made by VISI
that are capable of forming the subject of a patent, copyright, or
trademark, VISI shall have the right to apply for patents, copyrights, and
trademarks in respect thereof in any part of the world in the name of Tech,
Ltd., and VISI shall have and is hereby granted an exclusive license, under
any such patents, copyrights, trademarks, and applications therefor, to
market, use, sell, lease, license, develop, or otherwise deal with the
property covered by such patents, copyrights, or trademarks and
applications therefor and such exclusive license shall have the same terms
and conditions as the License granted to VISI in this Agreement, with the
specific exception that such exclusive license shall subsist throughout the
whole life of such applications and patents, copyrights and trademarks
notwithstanding that the License granted to VISI in this Agreement or this
Agreement itself may have previously terminated;

5. Sale of Intellectual Property Assets.

5.1 Prohibited Sale. Tech, Ltd. shall be prohibited from selling any
part or all of the Intellectual Property during the term
of the License except as otherwise provided in this Section 5.

5.2 Permitted Sale. (a) Subject to the following provisions of this
Section 5.2, Tech, Ltd. shall be permitted to sell all or any part of the
Intellectual Property at any time after July 1, 2007. If Tech, Ltd.
Receives a bona fide offer to purchase all or any part of the Intellectual
Property (the Intellectual Property that is the subject of the proposed
purchase is referred to herein as the "Subject Property") from an
independent third party other than TCRI or VISI, Tech, Ltd. shall provide
written notification of such offer to TCRI and VISI. Commencing on the date
of TCRI's receipt of such written notice from Tech, Ltd. ("Trigger Date"),
TCRI shall have the right to purchase the Subject Property on the terms and
conditions set forth in Paragraph 5.2(b) below.

If, within ten (10) calendar days following the Trigger Date (the
"Notice Period"), TCRI does not provide written notice to Tech, Ltd. and
VISI that it is exercising its purchase right, then TCRI's right of
purchase shall terminate and VISI shall have the right to purchase the
Subject Property. If, within five (5) calendar days after the expiration of
the Notice Period, VISI does not provide written notice to Tech, Ltd. that
it is exercising its purchase right, then VISI's right of purchase shall
terminate and Tech, Ltd. shall be permitted to sell the Subject Property to
the third party that offered to purchase the Subject Property.

(b) If either TCRI or VISI delivers written notice to Tech, Ltd. Of
its intention to exercise its right to purchase the Subject Property, such
purchase shall be (i) exercised at a price equal to the lesser of (A) the
price offered by the third party, (B) the difference between the Initial
Debt Amount and the Receipts (as defined in paragraph (c) below) of Tech,
Ltd., and (C) the principal balance of the Transferred Debt on the Trigger
Date, (ii) subject to the same terms and conditions offered by such third
party, and (iii) within 60 days following the Trigger Date.

(c) At such time as the sum of all payments made by VISI to Tech, Ltd.,
whether made as quarterly royalty payments or as lump sum payments (such sum
referred to herein as the "Receipts"), equals $2,373,760, TCRI shall have the
right to purchase, and Tech, Ltd. shall be obligated to sell to TCRI, all of the
assets of Tech, Ltd. (including all of the Intellectual Property) and any
outstanding shares of Tech, Ltd. for the sum of $1.00. TCRI may exercise its
election to purchase under this Paragraph 5.2(c) by delivering (i) written
notice pursuant to Paragraph 14 and (ii) the purchase price not later than 90
days following the receipt by Tech, Ltd. of the Receipts in full.

6. Ownership of Documents. All specifications, designs, drawings, plans,
software codes, and other documents supplied to VISI hereunder shall remain the
property of Tech, Ltd. and shall not be used other than in the marketing,
licensing, and use of the Intellectual Property in accordance with the terms of
this Agreement. Upon the expiration or termination of the License granted
pursuant to this Agreement, VISI will forthwith return to Tech, Ltd. all such
specifications, designs, drawings, plans, software codes, and other documents
and will forward to Tech, Ltd. copies of all specifications, designs, drawings,
software codes, and other documents relating to any improvements, modifications,
or additions which have become a part of the Intellectual Property in accordance
herewith.

7. Confidentiality. To the extent that the Intellectual Property or any
portion thereof is not now or hereafter patented, copyrighted, or trademarked,
VISI shall use its best efforts to hold the Intellectual Property absolutely
secret and to protect it as Tech, Ltd.'s trade secret and Tech, Ltd.'s
proprietary interest therein. Nothing herein shall be deemed an obligation of
VISI to prosecute a claim against any party for disclosure of Tech, Ltd.'s trade
secret if such disclosure has occurred through no fault of VISI. Further, VISI
shall not at any time (whether or not the License granted hereunder shall be in
effect) disclose or permit the disclosure of the Intellectual Property, or any
portion thereof, to any person, firm, company, or other entity. Upon the
termination of the License for any reason, VISI shall not market, license,
enhance, develop, or otherwise use any Intellectual Property.

8. Payments and Royalties.

8.1. Capital Contributions. In consideration of the License granted to
VISI hereunder and the rights granted to TCRI under Paragraphs 5.2, TCRI
has made a cash capital contribution or loan to VISI in the amount of
$250,000 on the Effective Date of this Agreement and covenants that it will
make additional cash capital contributions or loans to VISI equal to a
total of at least $500,000 during the five calendar months following the
Effective Date. All capital contributions or loans made to VISI pursuant to
this Paragraph 8.1 shall be made for the specific purpose of providing
working capital for VISI in order that it can continue its present business
operations.

8.2 Line of Credit Payments. VISI is currently funded by a line of
credit from UBS PaineWebber Inc. that is guaranteed by D. Xxxx Xxxxx and is
attached hereto as Exhibit C ("Line of Credit"). In consideration of the
License granted to VISI hereunder and the rights granted to TCRI under
Paragraphs 5.2, TCRI and VISI hereby represent and warrant that the Line of
Credit will not be drawn upon after the Effective Date of this Agreement.
TCRI and VISI further represent and warrant that VISI will (i) make
interest payments on the Line of Credit on a current and timely basis and
(ii) make principal payments of not less than $150,000 by July 1, 2003; not
less than $300,000 by July 1, 2004; not less than $300,000 by July 1, 2005;
and the remaining balance of the Line of Credit by July 1, 2006.

TCRI and VISI agree that, for so long as the Line of Credit is
outstanding, VISI will not, without the prior written consent of Tech,
Ltd., which consent shall not be unreasonably withheld, (a) unless VISI has
cash on hand sufficient to make all principal and interest payments on the
Line of Credit due, or that have been agreed to be made by VISI pursuant to
the preceding paragraph of this Section 8.2, within the succeeding 12
months, make any distributions to TCRI or (b) incur operating expenses or
indebtedness that are properly attributable to TCRI or its other
affiliates.

8.3. Royalties.

(a) In addition to other amounts payable hereunder as herein provided,
for the License granted by Tech, Ltd. to VISI hereunder, VISI shall pay to
Tech, Ltd. a royalty equal to 5% of the gross revenue of VISI.

(b) Royalties shall be determined on a quarterly (three calendar
months) basis and shall be calculated on the basis of gross revenue accrued
in each quarter. The first quarter, however, shall be the period from the
Effective Date of this Agreement through September 30, 2002. Each quarter
thereafter will end March 31, June 30, September 30, and December 31 of
each calendar year.

9. Reports.

9.1. Quarterly. VISI will furnish Tech, Ltd. (i) within 30 days after
the end of a quarter, a certificate signed by VISI's internal accountant
certifying gross revenue during the preceding quarter and (ii) payment of
royalties within 30 days following the end of each quarterly period.

9.2. Annual. VISI will provide Tech, Ltd. within 60 days after the end
of each calendar year a certificate from VISI's auditors confirming the
four quarterly certificates issued by VISI's internal accountant pursuant
to Paragraph 9.1.

9.3. Examination of Records. Tech, Ltd. shall have the right to
examine VISI's books and records during regular business hours and upon
written request to VISI to such extent as may be necessary to determine the
accuracy of any statement furnished by VISI to Tech, Ltd.. If the
examination discloses that VISI has paid royalties that are less than 95%
of royalties due and payable to Tech, Ltd., then VISI shall reimburse Tech,
Ltd. for all reasonable expenses of such examination.

10. Term of License. Unless otherwise terminated in accordance with this
Agreement, the License granted pursuant to this Agreement shall be for a period
beginning on the Effective Date (as hereinafter defined) and ending on the
earlier of , 2012, or the date a sale of the Subject Property is completed
pursuant to Section 5.

11. Default.

11.1. By VISI. VISI shall be in default under this Agreement on the
occurrence or existence of any of the following:

(a) VISI shall become insolvent, howsoever evidenced, or shall
make an assignment for the benefit of creditors, or shall admit in
writing its inability to pay its debts generally as they become due,
or shall consent to the appointment of a receiver or trustee or
liquidator of all of its property or a substantial part thereof, or
shall have failed within 60 days to pay or bond or otherwise discharge
any judgment or attachment which is unstayed on appeal; or

(b) Prior to fulfilling its obligations under Paragraph 8.1, TCRI
shall become insolvent, howsoever evidenced, or shall make an
assignment for the benefit of creditors, or shall admit in writing its
inability to pay its debts generally as they become due, or shall
consent to the appointment of a receiver or trustee or liquidator of
all of its property or a substantial part thereof, or shall have
failed within 60 days to pay or bond or otherwise discharge any
judgment or attachment which is unstayed on appeal; or

(c) VISI fails to (i) pay any sum due to Tech, Ltd.
hereunder within 30 days after such sum becomes due or (ii)
observe or perform any of the other terms, covenants or
conditions herein contained on its part to be observed or
performed and such failure shall have continued for a period of
30 days after written notice to VISI from Tech, Ltd. specifying
such failure; or

(d) TCRI fails to make any of the capital contributions in
accordance with Paragraph 8.1; or

(e) VISI or TCRI fails to make any of the Line of Credit
payments in accordance with Paragraph 8.2.

11.2 Tech, Ltd.'s Remedies. In addition and without prejudice to any
other remedies that may be available to Tech, Ltd.
at law or in equity, if VISI or TCRI shall be in default hereunder, by
written notice to VISI and TCRI, Tech, Ltd. shall have the option (but
shall not be required) to do either of the following, or both thereof,
without liability or obligation to Tech, Ltd.:

(a) To terminate the License granted pursuant to Paragraph 2; or

(b) To terminate this Agreement.

No such termination by Tech, Ltd. shall relieve VISI or TCRI of any of its
obligations hereunder. Upon Tech, Ltd.'s termination pursuant to (a) or (b)
above, VISI shall assign to Tech, Ltd. the name Visual Intelligence Systems,
Inc., and all rights associated therewith, including but not limited to
trademark, copyright, and logo rights.

11.3. By Tech, Ltd.. Tech, Ltd. shall be in default under this
Agreement if Tech, Ltd. fails to perform or observe any terms, covenants or
conditions herein contained on its part to be observed or performed and
such failure shall have continued for a period of 30 days after written
notice to Tech, Ltd. from VISI specifying such failure.

11.4. VISI's Remedies. In addition and without prejudice to any other
remedies, which may be available to VISI at law or in equity, if Tech, Ltd.
shall be in default hereunder, VISI shall have the right to terminate this
Agreement by written notice to Tech, Ltd.

11.5 Termination. Upon termination of this Agreement, including
termination as a result of expiration of its term or by either party upon
default by the other party, VISI shall cease to market, license, enhance,
develop, or otherwise use the Intellectual Property and shall return to
Tech, Ltd., within five days following termination, all tangible evidence
of the Intellectual Property, including all copies or extracts therefrom,
and copies of all specifications, designs, drawings, software codes, and
other documents relating to any improvements, modifications, or additions
that have become a part of the Intellectual Property. VISI shall pay to
Tech, Ltd. all payments due to Tech, Ltd. within ten days following
termination of this Agreement. Both VISI and Tech, Ltd. shall have the
right to use any improvements, modifications, or additions to the
Intellectual Property made by VISI following the termination of this
Agreement or the License.

12. Assignment and Sublicensing by Licensee. This Agreement and the License
granted hereunder are personal to VISI and may not be assigned by VISI without
the prior written consent of Tech, Ltd., and then only upon such terms and
conditions as are acceptable to Tech, Ltd.. VISI shall be permitted to
sublicense the Intellectual Property in accordance with the terms of this
Agreement and the License. No assignment or sublicensing shall relieve VISI of
any of its obligations hereunder.

13. Personnel. It shall be a condition of this Agreement that neither Tech,
Ltd., VISI, nor TCRI, or any of their associated companies, will approach or
offer jobs to the other party's employees unless previously mutually agreed
between the Parties.

14. Notice. All notices given by either party shall be deemed to have been
delivered to the other party on the 8th day following the date of posting if
sent by registered, return receipt to the address set forth below the Parties'
respective signatures as its address for the acceptance of notices in terms of
this Agreement and confirmed in writing to that other party immediately
following posting.

15. Address for Service. The Parties hereto respectively choose for all
purposes of and in connection with this Agreement the following addresses at
which they undertake to accept receipt of all notices:

Visual Intelligence Systems, Inc.
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: President

Tech, Ltd. Ltd.
0000 Xxxx Xxx Xxxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxxx

Texas Commercial Resources, Inc.
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxx Xxxxxx

The Parties hereto shall be entitled to change the addresses set out
above from time to time provided that any such change shall be effected upon
receipt of notice in writing by the other party of such change.

16. Third-Party Beneficiary. It is the specific intention of the Parties to
this Agreement that the benefits of this Agreement are intended to confer on D.
Xxxx Xxxxx, his heirs, executors, administrators, and assigns all rights and
remedies under or by reason of this Agreement.

17. Law to Apply. The Law of Texas shall apply to this Agreement, and all
disputes, actions, questions of interpretation of effect, and all other matters
directly or indirectly connected with this Agreement shall be determined in
accordance with that law. Venue for all claims arising out of or in connection
with this Agreement shall be in State District Court in Houston, Xxxxxx County,
Texas and the Parties agree to submit to the jurisdiction of the State District
Courts of Houston, Xxxxxx County, Texas for the resolution of all claims arising
out of or in connection with this Agreement.

18. Alternative Dispute Resolution.

(a) Negotiations. The Parties agree that, except for the remedy set
forth below with respect to injunctive relief, prior to the institution of
any arbitration or litigation between the Parties, any dispute,
controversy, or claim arising out of or relating to this Agreement (a
"Dispute") shall first be addressed through good-faith negotiation between
the Parties. If such good faith negotiation has not resolved the
controversy or claim within 15 days of written notice by one Party to the
other of the controversy or claim, the controversy or claim shall be
settled pursuant to Paragraph 18(b).

(b) Mediation. Failing resolution after exhaustion of the procedure
described in Paragraph 18(a), a Dispute may be submitted to mediation by
either Party. Unless otherwise mutually agreed, mediation shall occur
within ten days after a request therefore by either Party. If the Parties
cannot agree on a mutually acceptable mediator, the Party who did not
initiate the request for mediation shall select a mediator who (i) is a
licensed attorney, (ii) has completed basic commercial mediation training,
(iii) has served as a mediator of at least 50 mediation involving
commercial disputes, and (iv) has not prior personal or business
relationship with any of the persons involved, except as a mediator. The
Parties will participate in the mediation in good faith for a minimum of
one-half day, and will comply with any policies and procedures of the
mediator. The mediation shall be held in Houston, Texas. Each Party may be
represented by counsel at the mediation. Each Party will bear its own
expenses of mediation, and the Parties will share equally the charges of
the mediator.

(c) Arbitration. FAILING RESOLUTION AFTER EXHAUSTION OF THE PROCEDURE
DESCRIBED IN SCETION 11.10(b), THE PARTIES AGREE TO BE BOUND BY THE TERMS
AND PROVISIONS OF THE FOLLOWING ARBITRATION PROVISIONS PURSUANT TO WHICH A
DISPUTE SHALL BE RESOLVED BY MANDATORY BINDING ARBITRATION UPON THE REQUEST
OF ANY PARTY.

After mediation, and subject to injunctive relief, any Dispute shall
be finally settled by arbitration in accordance with the terms of this
Paragraph, provided that any party shall in any event have the right to
seek and obtain equitable relief during the pendency of such Dispute
pursuant to Paragraph 18(d) below. Failing resolution after exhaustion of
the procedure described in Paragraphs 18(a) and (b), any Party to such
Dispute may, by further written notice (the "Arbitration Notice") to the
other Party, commence an arbitration proceeding by bringing the Dispute to
one arbitrator or to an arbitration panel selected as provided below.
Disputes shall be decided by a single arbitrator, unless the Parties cannot
agree within ten days on a single arbitrator, in which case they shall
choose an arbitration panel composed of three arbitrators, one arbitrator
to be selected by the Party who sent the Arbitration Notice, a second
arbitrator to be selected by the other adverse Party (expressly provided
that Company may choose the second arbitrator if it is not the sender of
the Arbitration Notice), and the third arbitrator (the "Independent
Arbitrator"), who will be the Chairman of the arbitration panel, to be
appointed by the first two arbitrators. In the event the first two
arbitrators fail to agree on the appointment of the Independent Arbitrator
within 15 days, the Independent Arbitrator shall be appointed on request of
any party hereto by any state district court judge in Xxxxxx County, Texas.
In the event that any arbitrator shall resign, be unable or otherwise fail
to perform his or her duties, each Party shall immediately notify the other
Parties of such resignation, inability or failure, and a replacement shall
immediately be selected by the Party who selected such arbitrator in the
first instance, or, if the arbitrator to be replaced is the Independent
Arbitrator, then the Parties shall attempt in good faith to appoint a
mutually agreeable replacement Independent Arbitrator. If the Parties fail
to agree on such replacement within 15 days, either Party may request that
any state district court judge in Xxxxxx County, Texas to appoint such
replacement Independent Arbitrator. The arbitrator or the arbitration panel
shall conduct the arbitration in accordance with the Rules of Arbitration
of the American Arbitration Association then in effect, except to the
extent such rules are inconsistent with the provisions of this Paragraph.
The Parties shall prepare in writing a statement of their positions,
together with counterclaims, with supporting facts, data, and affidavits,
if any, and shall submit such statement to the arbitrator, or arbitration
panel within 15 days after selection, but, in any event, within 45 days
after service of the Arbitration Notice. The arbitrator or the arbitration
panel shall give all Parties the opportunity to make an oral presentation
to the arbitrator or the arbitration panel in the presence of the other
Party, if either Party so requests. The Parties shall have, for a period of
120 days after service of the Arbitration Notice (the "Discovery Period"),
all rights of discovery provided by the Texas Rules of Civil Procedures
then obtaining, except, unless otherwise agreed, that all responses to
discovery requests shall be served within 10 days of such discovery
request, and no discovery request may be served after the date 10 days
before the termination of the Discovery Period. The arbitrator or the
arbitration panel shall assume exclusive jurisdiction over the Dispute, may
order interim equitable relief (which shall be specifically enforceable as
if it were a final Award, as hereinafter defined), and shall be required to
make a final binding determination (the "Award"). The Award shall not be
subject to appeal or to review by any court or administrative body except
as set forth in Section 10(a) of the Federal Arbitration Act, codified as 9
U.S.C.A. Section 10(a) (West Supp. 1997). The Award shall determine (i)
whether each Party's obligations under this Agreement were met and (ii)
what damages or remedies (which may include final equitable relief) are due
under the terms of this Agreement. The agreement to arbitrate contained in
this Paragraph shall be specifically enforceable under the prevailing
arbitration law, and shall survive termination of this Agreement. Judgment
upon the Award rendered by the arbitrator or the arbitration panel may be
entered in accordance with applicable law in any court having jurisdiction
therefor. Each Party shall bear its own costs and expenses for arbitration,
subject to reimbursement as determined by the arbitrator or the arbitration
panel in the Award. Arbitration shall, unless the Parties otherwise agree
in writing, take place in Houston, Texas.

(d) Nothing contained in this Paragraph shall preclude, or be deemed,
construed or interpreted to preclude, any party from seeking interim
equitable relief from a court of competent jurisdiction against the other
Party, where circumstances so require, except that no Party shall be
entitled to seek a stay of any arbitration proceeding brought hereunder.
The Parties agree that, upon the application of any of the Parties, and
whether or not an arbitration proceeding has yet been initiated pursuant to
this Paragraph, all courts having jurisdiction are hereby authorized to (i)
issue and enforce in any lawful manner such temporary restraining orders,
preliminary injunctions and other interim measures of relief as may be
necessary to prevent harm to a Party's interests or as otherwise may be
appropriate pending the conclusion of arbitration proceedings pursuant to
this Paragraph, and/or (ii) enter into and enforce in any lawful manner
such judgments for permanent equitable relief as may be necessary to
prevent harm to a Party's interests or otherwise may be appropriate
following this issuance of the Award.

19. Sole Contract. The Agreement contains all the terms and conditions of
the contract between the Parties and the Parties acknowledge that any
representations, warranties, undertakings or promises of whatsoever nature which
may have been made by the Parties, their agents, or servants other than those
herein contained, shall not be binding or enforceable against them respectively.

20. Amendments and Waivers. No amendment or waiver hereof or addition
hereto shall be of any force or effect unless reduced to writing and signed by
the Parties or their duly authorized agents. No indulgence, extension of time,
relaxation or latitude shown, granted or allowed by any Party to the another
shall in any way constitute a waiver by the other Party of any of its rights
hereunder.

21. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be an original and all of which shall constitute the same
instrument.

22. Fees and Expenses. The Parties hereto agree that if a dispute over the
terms or enforcement of this Agreement is litigated or is settled by an
alternative dispute resolution procedure (other than mediation), the Party that
prevails shall be entitled to recover all fees and expenses incurred in
connection with the dispute, including reasonable fees of attorneys and
accountants.

VISI TECHNOLOGY, LTD.

By: X.X. Xxxxx, LLC, its sole general partner

By: ___________________________
Name: _________________________
Title: __________________________

VISUAL INTELLIGENCE SYSTEMS, INC.

By: ___________________________
Name: _________________________
Title: __________________________

TEXAS COMMERCIAL RESOURCES, INC.

By: ___________________________
Name: _________________________
Title: __________________________

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Table of Contents

ARTICLE 1

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