ESCROW AGREEMENT

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     ESCROW AGREEMENT dated as of July 1, 2005 (this "Agreement"), by and among

Tejas Incorporated, a Delaware corporation ("Parent"), Capital & Technology

Advisors Inc., a Delaware corporation ("Target"), the persons and entities

listed on the Signature page hereto as "Sellers" (individually a "Seller" and

collectively, the "Sellers" and, with Parent, the "Parties") and HSBC Bank USA,

National Association, as escrow agent (the "Escrow Agent").



     WHEREAS, pursuant to that certain Agreement and Plan of Merger among the

Parties dated the date hereof (the "Merger Agreement"), Tejas Acquisition Corp.,

a wholly owned subsidiary of Parent, has been merged with and into Target; and



     WHEREAS, a portion of the consideration received by the former stockholders

of Target under the Merger Agreement is 3,157,895 shares (the "Consideration")

of Parent's common stock, $0.001 par value per share (the "Common Stock"); and



     WHEREAS, pursuant to Section 2.02 of the Merger Agreement, ten percent

(10%) of the Consideration received by the Sellers (the "Escrowed Stock") is to

be deposited by the Sellers in escrow pursuant to the terms of this Agreement

(together with any dividends or other distributions relating thereto and any

proceeds from the sale of the Escrowed Stock as herein provided held under this

Agreement, the "Escrowed Property"); and



     WHEREAS, the Sellers, the Target and Parent desire the Escrow Agent to

receive, hold and dispose of the Escrowed Property in accordance with the terms,

conditions and provisions of this Agreement, and the Escrow Agent is willing to

do so.



     NOW, THEREFORE, the parties agree as follows:



     1. Capitalized terms used herein and not otherwise defined herein shall

have the meanings assigned to those terms in the Merger Agreement.



     2. The Escrow Agent agrees to hold and dispose of the Escrowed Stock and

any other Escrowed Property upon receipt of the same, and all interest earned

thereon, and to act as Escrow Agent, all in accordance with all of the terms,

conditions and provisions of this Agreement.



     3. The Escrowed Stock and all other Escrowed Property, if any, received by

the Escrow Agent shall be deposited in an account (the "Escrow Account") at an

office of the Escrow Agent. The Escrow Agent agrees to invest and reinvest any

cash in the Escrow Account, in (i) obligations issued or guaranteed by the

United States Government, its agencies or instrumentalities or (ii) a money

market account managed by HSBC Bank USA or any of its subsidiaries or affiliates

with a stated investment objective of investing only in the foregoing overnight

deposits, as the Escrow Agent shall be advised from time to time in writing by

the Parent and Sellers provided. The earnings realized from investments and all

interest, if any, accruing on monies held in Escrow Account shall be added to





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the Escrow Account. Any loss incurred from an investment, including all costs of

investment or liquidation, including without limitation all withholding and

other taxes, will be borne by the Escrow Account. The Sellers agree to furnish

to the Escrow Agent upon execution of this Agreement and as subsequently

required all appropriate U.S. tax forms and information in order for the Escrow

Agent to comply with U.S. tax regulations. The Escrow Agent shall not be

accountable or liable for any losses resulting from the sale or depreciation in

the market value of such investments thereof.



     4. (a) The Sellers shall have all the rights of a stockholder with respect

to the Escrowed Stock held in their names (including without limitation the

right to vote such shares and the right to receive dividends and distributions

thereon), except



          (i) the right of possession thereof,



          (ii) the right to sell, assign, pledge, hypothecate or otherwise

dispose of such shares or any interest therein, and



          (iii) the right to possession of any dividends or other distributions

(including any stock split, share exchange, or consideration distributed in

connection with any merger, consolidation or similar recapitalization) received

in respect thereof which shall become additional Escrowed Property, provided,

that in the event of any tender offer for the equity of Parent that would result

in a Change of Control, the Sellers shall have the right to elect to accept the

offer made in connection with such bid, and the Escrow Agent, upon the written

direction of the Sellers, together with appropriate stock powers endorsed in

blank, shall deliver up pursuant to such written direction such shares of

Escrowed Stock then in its possession for delivery upon acceptance of such

offer, and the shares or other consideration provided in exchange therefore

shall be held by the Escrow Agent on the same basis as the Escrowed Stock, as

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