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                                                                   EXHIBIT 10.19


                         SEVERANCE AND RELEASE AGREEMENT

         This Severance and Release Agreement (this "Agreement") is made and
entered into effective as of March 1, 2000 by and among Bennett Klein, a
resident of the State of Texas ("Employee"), and CT. Holdings, Inc., a Delaware
corporation ("CT").

                                    RECITALS

         Employee is presently employed by CT and serves as an officer of CT.
The continuation of the employment and officer relationships is no longer
desired by Employee or CT.

         Employee and CT mutually wish to fully and finally resolve any
potential or existing disputes arising out of the employment and other
relationships among Employee and CT.

         Employee agrees and acknowledges that CT has special expertise in its
businesses that has enabled it to provide unique career opportunities for its
employees, and its growth depends, to a significant degree, on its possession of
certain information that may not be available to its competitors concerning a
number of matters, including, but not limited to, the computer security software
business. To obtain such information and use it successfully, CT has made
significant investments in research, business development, quality assurance,
customer satisfaction methods and techniques, manufacturing and business process
improvements and other developments in marketing methods and providing services
to their customers.

         Employee agrees and acknowledges that a covenant not to compete and a
restriction on disclosure of confidential information is essential to the
continued growth and stability of CT's businesses and to the continuing
viability of such businesses as expressly permitted under the terms and
limitations of this Agreement.

         NOW, THEREFORE, in consideration of the mutual acts, payments and
promises described and agreed to be performed herein, Employee and CT agree as
follows:

         1. RESIGNATION. Employee hereby tenders his resignation from all
positions that he holds with CT and its subsidiaries and affiliates, which will
be effective on March 1, 2000 (such date being referred to as the "Resignation
Date"). CT accepts Employee's resignations as of the Resignation Date.

          2. SEVERANCE FROM EMPLOYMENT AND TERMINATION OF EMPLOYMENT AGREEMENT.
It is understood and agreed that with the full and complete agreement of
Employee, Employee's employment by, and status as an officer of, CT will cease
as of the Resignation Date. Except as otherwise expressly provided for herein,
as of the Resignation Date, Employee shall cease to accrue any rights under any
pension or compensation plan of CT (including, without limitation, any stock
option plan, grant or agreement, except as set forth in this Agreement). CT and
Employee further agree that the Employment Agreement dated as of January 5,
1998, between CT and Employee (the "Employment Agreement") shall be terminated
in all respects effective as of the Resignation Date, and the parties shall have
no further obligations or liabilities arising under or related to the Employment
Agreement or any other oral or written agreement between CT and Employee, except
as set forth in this Agreement.

         3. PAYMENT OF WAGES AND EARNED BENEFITS. Employee will be paid all
wages, vacation and sick pay to which Employee is entitled as of the Resignation
Date, and further acknowledges that he will be fully paid for all hours worked
with the exception of outstanding expense reimbursements and other payments set
forth below. Until the Resignation Date, CT will continue to pay Employee at his
annualized salary level, payable in accordance with CT's standard payroll
practices. Employee will be entitled to medical and dental benefits on the same
terms and conditions as provided to Employee immediately prior to


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the Resignation Date through March 31, 2000. Beginning April 1, 2000, Employee
shall have the option to elect up to eighteen (18) months of continuation
coverage under the Employer's group health care plan, at Employee's expense, as
provided by COBRA.

         4. PAYMENTS TO EMPLOYEE. Pursuant to the terms of the Employment
Agreement, Employee was granted the option to purchase 300,000 shares of CT
common stock. Employee and CT acknowledge that as of the Resignation Date
216,658 of such shares have vested. In consideration of this Agreement
(including, without limitation, the covenants and agreements made in Sections 6,
7 and 8), CT shall accelerate the vesting of the remaining options to purchase
up to 83,342 shares of CT common stock and shall waive the exercise price of
such options. Such certificate shall be delivered to Employee within fifteen
days of the Resignation Date.

         5. CONSULTING ARRANGEMENT. Notwithstanding the mutual agreement to
terminate Employee's employment with CT provided for pursuant to the terms of
this Agreement, Employee agrees to cooperate with and assist CT in its efforts
to license its technology and or sale its technology or assets. This cooperation
will be limited to assisting in leads or contacts.

         6. NON-COMPETITION AGREEMENT. Employee understands that during the
course of his employment by CT, Employee has had access to and the benefit of
the information referred to in the Recitals above, and represented CT and
developed contacts and relationships with other persons and entities on behalf
of CT, including but not limited to customers, potential customers and other
employees of CT. To protect CT's interest in this information and in these
contacts and relationships and in consideration of the promises made by CT in
this Agreement, Employee agrees and covenants that for a period beginning on the
Resignation Date and ending on the third anniversary of the Resignation Date,
without the prior written approval of CT, Employee will not, in connection with
any business that is engaged in, or is about to be engaged in, by CT as of the
date of execution of this Agreement, directly or indirectly, either as an
individual or as an employee, partner, officer, director, shareholder, advisor,
or consultant or in any other capacity whatsoever, of any person (other than the
ownership of less than 5% of the issued and outstanding securities of an
entity): (a) recruit, hire, assist others in recruiting or hiring, discuss
employment with, or refer to others for employment any person who is, or within
the twelve month period immediately preceding the date of any such activity was,
an employee of CT or its affiliates; or (b) conduct or assist others in
conducting any business or activity that competes directly with CT's current
products in the United States, or its territories or possessions or Mexico, the
United Kingdom, France or Japan.

         Employee understands and agrees that the scope of the foregoing
covenant is reasonable as to time, area and persons and is necessary to protect
the legitimate business interests of CT and its affiliates. Employee further
agrees that such covenant will be regarded as divisible and will be operative as
to time, area and persons to the extent that it may be so operative, and if any
part of such covenant is declared invalid, unenforceable, or void as to time,
area or persons, the validity and enforceability of the remainder will not be
affected.

         If Employee violates the restrictive covenants of this Section 6 and CT
brings legal action for injunctive or other relief, CT shall not be deprived of
the benefit of the full period of the restrictive covenant as a result of the
time involved in obtaining the relief in the event CT is successful in its
actions. Accordingly, Employee agrees that the regularly scheduled expiration
date of such covenant shall be extended by the same amount of time that Employee
is determined to have violated such covenant.

         7. CONFIDENTIALITY. Employee acknowledges that he has learned
Confidential Information (as defined below) relating to the business of CT, its
subsidiaries and affiliates. In consideration of the promises made in this
Agreement by CT, Employee agrees that he will not disclose or use or authorize
any third party to disclose or use any such Confidential Information, without
prior written approval of CT. As used in this Section 7, "Confidential
Information" shall mean information disclosed to or known to Employee as a
direct


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or indirect consequence of or through his employment with CT, about the business
of CT, its subsidiaries and affiliates, CT's methods, business plans,
operations, products, processes and services, including, but not limited to,
information relating to research, development, inventions, recommendations,
programs, systems, and systems analyses, flow charts, finances, and financial
statements, marketing plans and strategies, merchandising, pricing strategies,
merchandise sources, client sources, system designs, procedure manuals,
automated data programs, financing methods, financial projections, terms and
conditions of arrangements of any business, computer software, terms and
conditions of business arrangements with clients or suppliers, reports, supply
and services resources, names and addresses of clients, CT's contacts, names of
professional advisors, and all other information pertaining to clients and
suppliers of CT's business, including, but not limited to, assets, business
interests, personal data and all other information pertaining to CT's business,
clients or suppliers whatsoever, including all accompanying documentation
therefor. All information disclosed to Employee, or to which Employee had access
or will have access during the period of his employment with or consulting for
CT, for which there is any reasonable basis to be believed is, or which appears
to be treated by CT as Confidential Information, shall be presumed to be
Confidential Information hereunder. Confidential Information shall not, however,
include information that (a) is publicly known or becomes publicly known through
no fault of Employee, or (b) is generally or readily obtainable by the public,
or (c) constitutes general skills, knowledge and experience acquired by Employee
during his employment with CT. This provision shall terminate with respect to a
particular portion of the Confidential Information when (i) (a) it enters the
public domain through no fault of Employee, (b) it is in Employee's possession
free of any confidentiality obligation, or (c) it was developed independently of
and without reference to any Confidential Information or other information
disclosed in confidence to any third party; or (ii) when it is communicated to a
third party free of any confidentiality obligation; or (iii) in any event, three
years after communication.

         Employee agrees that all documents of any nature pertaining to
activities of CT, or that include any Confidential Information, in his
possession now or at any time during the term of his employment with or
consulting for CT, including without limitation, memoranda, notebooks, notes,
data sheets, records and computer programs, are and shall be the property of
such entity. All copies of such Confidential Information in Employee's
possession shall be surrendered to the appropriate entity on the Resignation
Date and upon termination of his consulting services to CT, as applicable.

         8. INVENTIONS AND DEVELOPMENTS. Employee represents and warrants that
he has notified CT of all discoveries, inventions, innovations, improvements,
and copyrightable or potentially copyrightable works which are related to the
business of CT, its subsidiaries and affiliates (collectively called
"Developments") and are conceived or developed, either in whole or in part, by
Employee during the term of Employee's employment with or consulting for CT.
Developments shall include, without limitation, any or all intellectual
properties related to the business of CT, its subsidiaries and affiliates. All
Developments, including but not limited to all written documents pertaining
thereto, shall be the exclusive property of CT and shall be considered
Confidential Information subject to the terms of this Agreement.

         Employee hereby assigns to CT all of Employee's rights, title and
interest in and to the property described below and relating to the business of
CT, its subsidiaries and affiliates that has been, is, or is about to be engaged
in by CT, its subsidiaries and affiliates, if any, whether now owned or
hereafter arising or acquired (collectively the "Intellectual Property"),
including:

         (a) All patents issued by the United States, any other country, or any
political subdivisions thereof ("Patents"), all registrations and recordings
thereof ("Patent Registrations"), and all applications for patents of the United
States, any other country, or any political subdivisions thereof ("Patent
Applications"), including, without limitation, all provisional patent
applications and all reissues, divisionals, continuations, continuations-in-part
or extensions of any Patent, Patent Registration, or Patent Application, and any
license or other agreement now in existence granting to Employee any right to
use or practice any invention, and any other proprietary and confidential
information, inventions (whether patented or patentable or not), technical


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information, procedures, designs, drawings, know-how, software databases, data,
expertise, processes, models, materials, and royalty payments;

         (b) All trademarks, trade names, corporate names, company marks,
business names, fictitious business names, trade dress, trade styles, service
marks, logos, other source or business identifiers, prints and labels on which
any of the foregoing have appeared or appear, designs and general intangibles of
like nature ("Trademarks"), all registrations and recordings thereof ("Trademark
Registrations"), and all applications in connection therewith ("Trademark
Applications"), including, without limitation, Trademark Registrations and
Applications in the United States, any other country, or any political
subdivision thereof, including, without limitation, all reissues, extensions or
renewals thereof, and any license or other agreement now in existence granting
to Employee any right to use any of the foregoing, all rights in Intellectual
Property, logos, trade names, service marks, trade secrets, permits and licenses
and the goodwill of the business associated therewith;

         (c) All copyrights (including, without limitation, copyrights for
computer programs and data bases) and all tangible property embodying any
copyright, and all applications, permits, licenses and sublicenses and other
rights in connection therewith, and all registrations and recordations thereof,
and all reissues, extensions, and renewals thereof;

         (d) All domain names and all rights of access, control, and programming
thereto; and Employee shall cooperate in transferring: (1) the administrative
and billing contacts for said domain names to the designee of CT's choice and
shall execute all papers required by Network Solutions for such transfer; and
(2) all passwords or other requirements necessary to control, program, or
otherwise modify or access websites associated with said domain names; and

         (e) All general intangibles of every nature, including, without
limitation, all trade secrets, all rights of actions accrued and to accrue under
and by virtue thereof, including the right to sue and recover for past
infringement of any Intellectual Property or other right, books, correspondence,
customer listings, licenses, permits, records, and other papers and documents in
the possession or control of Employee, claims, choses in action, judgments, all
rights under all contracts and agreements, all amounts received as an award in
or settlement of a suit in damages, cash, deposit accounts, interest in joint
ventures or general or limited partnerships and in any event, all general
intangibles within the meaning of the Uniform Commercial Code in effect in any
applicable jurisdiction.

         Employee agrees that within seven (7) days of any request from CT, he
shall execute all requested assignments and conveyances necessary to vest in CT
any and all rights, title and interest that he may hold in and to the
Intellectual Property. Employee agrees that when appropriate, and upon written
request of CT Employee will acknowledge that Developments and Intellectual
Property are "works for hire," and will sign documentation reasonably necessary
to evidence ownership of Developments and Intellectual Property in CT. Employee
agrees to cooperate fully with CT, at the expense of CT, in connection with the
preparation, filing, and prosecution of any and all Trademark Applications,
Patent Applications, and copyright registration applications, whether previously
or hereinafter filed, in any country, with regard to any or all Developments and
Intellectual Property. Employee agrees to cooperate fully with CT, at the
expense of CT, in connection with the maintenance and retention by CT of any and
all Trademark Registrations, Patent Registrations, copyright registrations, and
domain name registrations, whether now owned by CT or hereinafter acquired, in
any country, with regard to any or all Developments and Intellectual Property.
Employee further agrees to cooperate with and assist CT at the expense of CT in
the prosecution or defense of any litigation involving any Intellectual Property
claimed by CT, including providing truthful testimony as a witness upon
reasonable request.

         All costs of documentation, recordation or transfer of title related to
the assignment of this Section 8 shall be borne by CT. Employee shall execute
all appropriate documents reasonably required to effectuate


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the assignment of this Section 8 in a timely manner, so long as said documents
are consistent with the terms of this Agreement.

         9. COMPLETE RELEASES. In consideration of the promises made in this
Agreement, Employee, on behalf of himself, his affiliates, trustees, agents, and
servants, their predecessors, successors, heirs, assigns and insurers (or anyone
claiming through any such individuals), irrevocably, unconditionally and fully
RELEASES, ACQUITS, and FOREVER DISCHARGES CT and its past and present parents,
subsidiaries, divisions, affiliates, partners, shareholders, directors,
officers, attorneys, accountants, trustees, agents, servants, employees and
representatives, their predecessors, successors, assigns and insurers, from ANY
and ALL charges, causes of action, complaints, claims, liabilities, damages,
costs, obligations, debts and expenses (including attorney's fees and costs
actually incurred), of any nature whatsoever (excluding any felonious acts),
whether known or unknown, suspected or unsuspected, including, without
limitation, any rights arising out of: alleged violations of any contract,
express or implied, written or verbal; any covenant of good faith and fair
dealing, express or implied; any tort; any legal restrictions on the right of CT
to terminate, discipline, or otherwise manage employees; any federal, state or
other governmental statute, regulation, or ordinance; Employee's employment or
separation from employment with CT; Employee's service as an officer or director
of CT; or any other matter related to his association with CT. Notwithstanding
the foregoing, nothing herein shall constitute a release of CT from any charges,
causes of action, complaints, claims, liabilities, damages, costs, obligations,
debts and expenses (including attorney's fees and costs actually incurred) that
may arise after the Resignation Date relating to CT's obligations under this
Agreement.

         These releases and waivers include, but are not limited to, charges,
causes of action, complaints, claims, liabilities and damages under Title VII of
the Civil Rights Act of 1954, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act, the Employee Retirement Income Security Act of
1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the
Equal Pay Act, the False Claims Act, the Civil Rights Act of 1966, the Fair
Labor Standards Act, the Occupational Safety and Health Act, the Family and
Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday
Law, the Texas Workers' Compensation Act, any causes of action or claims arising
under analogous state laws or local ordinances or regulations, any common law
principle or public policy, including all suits in tort or contract, or under
CT's personnel policies or any contract of employment that may exist between
Employee and CT.

         In consideration of the promises made in this Agreement, CT, on behalf
of itself, its affiliates, trustees, agents, servants, attorneys and employees,
its predecessors, successors, assigns, and insurers, irrevocably unconditionally
and fully RELEASES, ACQUITS, and FOREVER DISCHARGES Employee and each of his
past and present affiliates, partners, and representatives, their predecessors,
successors, assigns and insurers, from ANY and ALL charges, causes of action,
complaints, claims, liabilities, damages, costs, obligations, debts and expenses
(including attorney's fees and costs actually accrued), of any nature whatsoever
(excluding felonious act), whether known or unknown, suspected or unsuspected,
including, without limitation, any rights arising out of: alleged violations of
any contract, express or implied, written or verbal; any covenant of good faith
and fair dealing, express or implied; any tort; any federal, state or other
governmental statute, regulation, or ordinance; Employee's employment or
separation from employment with CT; Employee's service as an officer of CT; or
any other matter related to his association with CT.

         It is expressly agreed and understood by Employee and CT that this
Agreement is a general release.

         10.

                  (a) PROMISE NOT TO SUE. Employee represents that Employee, and
to Employee's knowledge Employee's affiliates, partners, attorneys, accountants,
trustees, heirs, agents, servants and representatives (or anyone claiming
through any such individuals), have not heretofore filed any charges or
complaints against CT, their respective parents, subsidiaries, affiliates,
divisions, partners, shareholders,


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officers, directors, attorneys, accountants, trustees, agents, servants,
employees or representatives, with any federal, state or local governmental
agencies. Employee agrees, in consideration of the promises made by CT in this
Agreement, that Employee will not file or cause to be filed, either directly or
indirectly, any charges, causes of action, complaints, or claims against CT,
their respective parents, subsidiaries, affiliates, divisions, partners,
shareholders, officers, directors, attorneys, accountants, trustees, agents,
servants, employees or representatives, based on Employee's employment or
association with CT or Employee's severance therefrom (other than based on a
breach of this Agreement).

         In consideration of the promises made by CT in this Agreement, Employee
further promises and agrees never to voluntarily join in, assist, or commence
any action, or proceeding on behalf of himself, or any other person, or entity
before any court, administrative agency, or other forum against CT, pertaining
in any way to or arising out of his employment or association with CT, his
resignation or employment, or any other event that occurs on or before the
Resignation Date, except as may be necessary to enforce: (a) this Agreement; (b)
Employee's rights under state worker's compensation laws (for occupational
illness or injury only) or unemployment compensation laws; or (c) Employee's
rights under CT's medical or dental benefit plans.

         Further, Employee agrees to withdraw with prejudice any previously
filed charges or suits arising out of his employment or association with or
resignation from CT. Employee further agrees not to actively or materially
encourage or aid any person in contemplating, filing, or prosecuting any action
or proceeding against CT in any way related to matters that occur during the
course of Employee's employment or association with CT prior to the Resignation
Date, except to the extent Employee is required to do so by court, regulatory
agency or similar order.

         CT represents that it, and to CT's knowledge their respective
affiliates, partners, attorneys, accountants, trustees agents, servants and
representatives, have not heretofore filed any charges or complaints against
Employee, his affiliates, partners, attorneys, accountants, trustees, agents,
servants, employees or representatives, with any federal, state or local
governmental agencies. CT agrees, in consideration of the promises made by
Employee in this Agreement, that it will not file, or cause to be filed, either
directly or indirectly, any charges, causes of action, complaints, or claims
against Employee, his affiliates, partners, attorneys, accountants, trustees,
agents, servants, employees or representatives, based on Employee's employment
or association with CT or Employee's severance therefrom.

         In consideration of the promises made by Employee in this Agreement, CT
further promises and agrees never to voluntarily join in, or commence any
action, or proceeding on behalf of itself, or any other person, or entity before
any court, administrative agency, or other forum against Employee, pertaining in
any way to or arising out of Employee's employment or association with CT, his
resignation of employment, or any other event that occurs on or before the
Resignation Date, except as may be necessary to enforce this Agreement.

         Further, CT agrees to withdraw with prejudice any previously filed
charges or suits arising out of Employee's employment or association with or
resignation from CT. CT further agrees not to actively or materially encourage
or aid any person in contemplating, filing, or prosecuting any action or
proceeding against Employee in any way related to matters that occur during the
course of Employee's employment or association with CT prior to the Resignation
Date.

                  (b) WAIVER OF ADDITIONAL CLAIMS. Employee hereby agrees to
waive any provisions of state or federal law which might require more detailed
specifications of the claims or at least pursuant to the provisions of Sections
9 & 10(a).


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         11. NO ADMISSION. Each of Employee and CT understands and acknowledges
that by entering into this Agreement, neither of Employee or CT admits to any
unlawful conduct or wrongdoing in connection with Employee's employment by or
association with CT or the termination thereof.

         12. REMEDIES FOR BREACH. Notwithstanding Section 19 of this Agreement,
each of CT and Employee hereby acknowledges that a violation or attempted
violation of any of the covenants contained in Sections 6, 7 and 8 of this
Agreement will cause irreparable damage to the other parties, and accordingly
each party agrees that the other parties shall be entitled as a matter of right
to an injunction, out of any court of competent jurisdiction, restraining any
violation or further violation of such agreements by the violating party or any
employees, partners or agents of the violating party; such right to an
injunction, however, shall be cumulative and in addition to whatever other
remedies the injured party may have.

         13. NATURE OF THE AGREEMENT. This Agreement and all its provisions are
contractual, not mere recitals, and shall continue in permanent force and
effect, unless revoked as provided herein. In the event that any portion of this
Agreement is found to be unenforceable for any reason whatsoever, the
unenforceable provision shall be severed and the remainder of the Agreement
shall continue in full force and effect.

         14. ADVICE OF COUNSEL. CT has advised Employee to seek the advice of
legal counsel prior to signing this Agreement, and Employee acknowledges that he
has had the opportunity to seek counsel in connection with this Agreement and
his separation from CT. The parties hereto acknowledge, warrant and represent
that (a) they have relied solely on their own judgment and that of their
attorneys and representatives regarding the consideration for, and the terms of
this Agreement, (b) they have been given a reasonable period to consider this
Agreement, (c) they have read and understand the Agreement, (d) they understand
that it includes a general release of claims against each other, and (e) no
statements made by the other have in any way coerced or unduly influenced the
execution of this Agreement. Employee acknowledges that counsel represents CT in
connection with the negotiation and preparation of this Agreement and that he
has been advised by counsel to CT and CT's management to obtain independent
legal counsel regarding the legal, tax and other consequences of this Agreement.

         Furthermore, Employee acknowledges that in accordance with the Age
Discrimination in Employment Act and the Older Workers Benefit Protection Act,
he has been given the opportunity to review this Agreement for at least
twenty-one (21) days and if Employee executes this Agreement prior to the end of
such twenty-one (21) day period, Employee knowingly and voluntarily waives any
rights he may have with respect thereto. CT further advises Employee that in
accordance with the Age Discrimination in Employment Act and the Older Workers
Benefit Protection Act, he has seven (7) days after execution of this Agreement
to revoke this Agreement.

         15. ATTORNEY'S FEES. Each party shall be responsible for his or its own
expenses, including attorney's fees incurred in connection with the negotiation,
preparation and execution of this Agreement.

         16. NOTICES. Any notice, demand or request required or permitted to be
given or made under this Agreement shall be in writing and shall be deemed given
or made when delivered in person, when sent by United States registered or
certified mail, postage prepaid, or when faxed to a party at its address or
facsimile number specified below:


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If to CT:

CT Holdings, Inc.
3811 Turtle Creek Blvd., Suite 770
Dallas, Texas 75219
Facsimile number: (214) 520-9292
Attention: Legal Department

If to Employee:

Bennett Klein

--------------------------------

--------------------------------

--------------------------------

         The parties to this Agreement may change their addresses for notice in
the manner provided above.

         17. COUNTERPARTS AND PHOTOCOPIES. This Agreement may be executed in
counterparts and each executed counterpart shall be as effective as a signed
original. Photographic copies of such signed counterparts may be used in lieu of
the originals for any purpose.

         18. PARAGRAPH TITLES NOT BINDING. The use of section titles in this
Agreement is for ease of reference only. Such titles are not to be considered
terms of this Agreement.

         19. GOVERNING LAW; ARBITRATION.

         (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS
OF LAW.

         (b) The matters, claims, rights, and obligations subject to these
arbitration provisions include all rights, claims and obligations arising out of
or relating to this Agreement or to Employee's employment and/or resignation,
including, without limitation, any and all claims, rights or causes of action
which may ever arise or be asserted under any federal, state, local or foreign
statutory, regulatory or common law, and including, without limitation, claims
of discrimination under Title VII of the Civil Rights of 1964, Age
Discrimination in Employment Act, the Americans with Disabilities Act, the Civil
Rights Act of 1991, the Texas Commission on Human Rights Act, the Texas Payday
Law and the Texas Workers' Compensation Act as well as any common law claims for
wrongful termination or related claims, wrongful discharge or termination,
breach of contract, tort (such as intentional infliction of emotional distress,
libel, slander, wrongful invasion of privacy or person injury), workers
compensation or unemployment compensation. All of the foregoing types of
matters, claims, rights and obligations subject to these arbitration provisions
are herein called "Subject Claims." In the event of a dispute relating to any
Subject Claim, then, upon notice by any party to the other parties (an
"Arbitration Notice") and to the American Arbitration Association ("AAA"), 13455
Noel Road, Suite 1750, Two Galleria Plaza, Dallas, Texas 75240, telephone (972)
702-8222, the controversy or dispute shall be submitted to a sole arbitrator who
is independent and impartial, for binding arbitration in Dallas, Texas, in
accordance with AAA's National Rules for the Resolution of Employment Disputes
(the "Rules") as modified or supplemented hereby. The parties agree that they
will faithfully observe this Agreement to arbitrate and the Rules and that they
will abide by and perform any award rendered by the arbitrator. The arbitration
shall be governed by the Federal Arbitration Act, 9 U.S.C. Section 1-16 (or by
the same principles enunciated by such Act in the event it may not be
technically applicable). The award or judgment of the arbitrator shall be final
and binding on all parties (and their successors and permitted assignees) and
judgment upon the award rendered by the arbitrator may be entered and enforced
by any court having jurisdiction thereof. If any party becomes the subject of a
bankruptcy, receivership or other similar proceeding under the laws of the
United States of America, any state or commonwealth or any other national or
political subdivision thereof; then, to the extent permitted or not prohibited
by applicable law, any factual or substantive legal issues arising in or during
the pendency of any such proceeding shall be subject to all of the foregoing
mandatory mediation and arbitration provisions and shall be resolved in
accordance therewith. The agreements contained herein have been given for
valuable consideration, are coupled with an interest and are not intended to be
executory contracts. The fees and


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expenses of the arbitrator will be shared equitably (as determined by the
arbitrator) by all parties engaged in the dispute or controversy.

         (c) Promptly after the Arbitration Notice is given, AAA will select
five possible arbitrators, to whom AAA will give the identities of the parties
and the general nature of the controversy. If any of those arbitrators
disqualifies himself or declines to serve, AAA shall continue to designate
potential arbitrators until the parties have five to select from. After the
panel of five potential arbitrators has been completed, a two-page summary of
the background of each of the potential arbitrators will be given to each of the
parties, and the parties will have a period of 10 days after receiving the
summaries in which to attempt to agree upon the arbitrator to conduct the
arbitration. If the parties are unable to agree upon an arbitrator, then one of
the parties shall notify AAA and the other party, and AAA will notify each party
that it has five days from the AAA notice to strike two names from the list and
advise AAA of the two names stricken. After expiration of the strike period, if
all but one candidate has been stricken, the remaining one will be the
arbitrator, but, if two or more have not been stricken, AAA shall select the
arbitrator from one of those not stricken. The decision of AAA with respect to
the selection of the arbitrator will be final and binding in such case.

         (d) Unless and only to the extent mandatory arbitration is validly
prohibited or limited by applicable statute or regulation, no litigation or
other proceeding may ever be instituted at any time in any court or before any
administrative agency or body for the purpose of adjudicating, interpreting or
enforcing any of the rights, duties, liabilities or obligations of the parties
hereto or any rights, duties, liabilities or obligations relating to any Subject
Claim, whether or not covered by the express terms of this Agreement, or for the
purpose of adjudicating a breach or determination of the validity of this
Agreement, or for the purpose of appealing any decision of an arbitrator, except
a proceeding instituted (i) for the purpose of having the award or judgment of
an arbitrator entered and enforced or (ii) to seek an injunction or restraining
order (but not damages in connection therewith) in circumstances where such
relief is available. Unless and only to the extent a limitation of damages is
validly prohibited or limited by applicable statute or regulation, no punitive,
exemplary or consequential damages may ever be awarded by the arbitrator or
anyone else, and each of the parties hereby waives any and all rights to make,
claim or recover any such damages.

         (e) The arbitration and any discovery conducted in connection therewith
will be conducted in accordance with the Rules in effect at the time of the
arbitration, including without limitation the expedited procedures set forth
therein. The arbitration hearing will commence no later than 60 days after the
arbitrator is selected. The arbitrator will render a decision no later than 30
days after the close of the hearing, in accordance with Rules.

         20. DEATH OF EMPLOYEE. In the event Employee should die before all of
the payments referred to in Section 4 are paid, CT shall continue to make such
payments to Employee's designated beneficiaries or if there are no such
designated beneficiaries, to Employee's estate.

         21. ASSIGNMENT. The obligations and duties of the parties set forth in
this Agreement may not be assigned or delegated; provided, however, that nothing
in this Agreement shall preclude CT from consolidating or merging with, or
transferring all or substantially all of its assets to, another corporation,
person or entity ("Entity"). Upon such a consolidation, merger or transfer of
assets, the term "Company" shall mean such other Entity or Entities that CT
consolidates or merges into or with, or transfers all or substantially all of
the assets of CT to, and in any such event, the Entity or Entities shall be
bound and automatically assume, without any specific action on the part of the
Entity or Entities, this Agreement and all obligations and undertakings of CT
set forth in this Agreement, and this Agreement shall continue in full force and
effect, including, but not limited to, the obligation of CT to make the payments
set forth in Section 4. The obligations and duties of Employee hereunder shall
be personal and not assignable or delegable by Employee in any manner
whatsoever. Notwithstanding the foregoing, CT in its sole discretion shall have
the right to assign its rights under Sections 6, 7 and 8 of this Agreement to
any Entity or Entities which may purchase any part or all of CT's business
(whether by asset purchase, stock sale, merger or otherwise).


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<PAGE>   10

         22. ENTIRE AGREEMENT. This Agreement constitutes the entire and
exclusive statement of the agreement between the parties with respect to its
subject matter, and there are no oral or written representations, understandings
or agreements relating to this Agreement which are not fully expressed herein.
The parties agree that any other terms or conditions included in written or
verbal exchanges or representations made by the parties shall not be
incorporated herein or be binding unless expressly agreed upon in writing by
authorized representatives of the parties subsequent to the date hereof.

         23. NONDISPARAGEMENT. Employee, his affiliates, trustees, agents,
confederates, and servants shall immediately and permanently refrain from
disseminating to the public or any third party any disparaging or otherwise
negative statements, remarks, or comments, whether direct or indirect, literal
or implied, true or untrue, regarding CT, its directors, officers, employees,
servants, trustees, representatives, shareholders, attorneys, accountants,
agents, confederates, subsidiaries, parents, and affiliates, their successors,
assigns and insurers, or any products or services provided thereby wherever
located.

         CT, its directors, officers, employees, servants, agents, confederates,
trustees, representatives, subsidiaries, and affiliates shall immediately and
permanently refrain from disseminating to the public or any third-party any
disparaging or otherwise negative statements, remarks, or comments, whether
direct or indirect, literal or implied, true or untrue, regarding Employee, his
employees, servants, agents, trustees, representatives, shareholders, attorneys,
accountants, confederates, and affiliates, or any products or services provided
thereby wherever located.

         24. REPRESENTATIONS. Employee represents that he is unaware of any
prior or impending, actual or potential, violations of municipal, county, state,
federal, or foreign laws, rules, or regulations by CT or its directors,
officers, employees, servants, agents, confederates, trustees, representatives,
subsidiaries, and affiliates, which are or may be based, either in whole or in
part, upon the actions or failures to act of Employee. Employee further
represents that he is unaware of any prior or impending, actual or potential,
charges, causes of action, complaints, claims, liabilities, obligations, debts
and expenses to which CT or their respective directors, officers, employees,
servants, agents, confederates, trustees, representatives, subsidiaries and
affiliates may be subject or may have rights, and which are or may be based,
either in whole or in part, upon the actions or failures to act of Employee.

         PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS.

         THE UNDERSIGNED ACKNOWLEDGE THAT WE HAVE CAREFULLY READ THE FOREGOING
AGREEMENT, THAT WE UNDERSTAND ALL OF ITS TERMS, AND THAT WE ARE ENTERING INTO IT
VOLUNTARILY.


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<PAGE>   11

     Executed by Employee, acting in his individual capacity, and by an
authorized representative of CT as of the date first stated above.

                                           CT Holdings, Inc.





                                           By: /s/ STEVEN B. SOLOMON
                                              ----------------------------------
                                                    Steven B. Solomon,
                                                    Chief Executive Officer






                                           /s/ BENNETT KLEIN
                                           -------------------------------------
                                           Bennett Klein





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