EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT  AGREEMENT  (this  "Agreement") is made and entered into on
this  October 1, 2002 by and between TM Century,  Inc.,  a Delaware  corporation
(the "Company") and R. David Graupner (the "Employee").

                              W I T N E S S E T H:
                              - - - - - - - - - -


                                R E C I T A L S:
                                - - - - - - - -

     1. Company is engaged in the business of providing products and services to
radio stations and other companies and to the television and film industries.

     2. Company desires to employ Employee and Employee desires  employment with
the Company upon the following terms and conditions.

                              A G R E E M E N T S:
                              - - - - --- - - - -

                                    ARTICLE 1

                               EMPLOYMENT AND TERM

     1.01Employment.  The Company hereby employs the Employee,  and the Employee
accepts employment with the Company, to serve the Company as President and Chief
Executive  Officer.  Employee  acknowledges  and agrees that (i) the  employment
relationship  created  between the  Employee  and the  Company is a  contractual
relationship; (ii) the Company's right to terminate this Agreement is subject to
the terms on this Agreement; and (iii) the employment relationship is created by
this Agreement is not an "at-will" relationship.

     1.02Employment Term. Employee's employment hereunder shall be for a term of
three years commencing on October 1, 2002 unless earlier terminated  pursuant to
Article 5 hereof. The term "Employment Term" shall mean the term stated herein.

                                    ARTICLE 2

                               DUTIES OF EMPLOYEE

     2.01Duties.  The Company hereby employs the Employee as President and Chief
Executive  Officer  of the  Company,  and  the  Executive  hereby  accepts  such
employment  with  the  Company  in such  capacity,  and to  perform  such  other
reasonable duties and services for the Company and its Affiliates (as defined in
Section  4.08) as shall be  assigned  to him from  time to time by the  Board of
Directors  (the  "Services").  Except for travel  required  from time to time in
connection  with  the  performance  of  his  duties  under  this  Agreement,  as
President/CEO  of the  Corporation,  the Employee and the Company agree that his
duties shall be performable at the Company's headquarters.

     2.02Attention  to Duties.  During the  Employment  Term the Employee  shall
devote his entire productive time, ability,  attention,  and best efforts to the
business of the Company.  The Employee  shall not directly or indirectly  render
any  services of a business,  commercial,  or  professional  nature to any other
person or organization, whether for compensation or otherwise, without the prior
written consent of Company.


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                                    ARTICLE 3

                                  COMPENSATION

     3.01Base   Salary.   As   compensation   for  services   hereunder  and  in
consideration  for the protective  covenants set forth in Article 4 hereof,  the
Employee shall be paid an annual salary of $180,000  payable in twenty-four (24)
equal   installments,   in  accordance  with  the  Company's  customary  payroll
procedures.  At the end of each  fiscal  year  and at such  other  times as they
determine in their sole  discretion  the Board of Directors or the  Compensation
Committee of the Board of Directors will review the Employee's  salary and other
compensation  and  determine  whether  any salary  increase or increase in other
compensation  is  appropriate.   Nothing  contained  herein  will,  however,  be
construed  to require  the Company to increase  the  Employee's  salary or other
compensation.

     3.02Bonus.  The Company  has a bonus plan that  provides  for bonus  awards
based on the profitability of the Company, and the Employee shall be eligible to
participate  in the plan.  For each  quarter in fiscal year 2003,  the  Employee
shall  receive a bonus of $10,000 for each  fiscal  quarter in which the Company
exceeds $100,000 in profits as determined in accordance with generally  accepted
accounting principles. The Employee shall also receive a bonus of $50,000 if the
Company has profits in excess of $500,000  for fiscal year 2003 as  reflected in
the  Company's  audited  financial  reports for such year.  The Employee and the
Company shall mutually agree on a bonus plan for fiscal years 2004 and 2005.

     3.03Other  Benefits.  During the Employment  Term the Company shall provide
Employee  with the same  insurance  and other  benefits  that the Company  makes
available to other similarly situated employees in accordance with the Company's
policies as they exist from time to time.

     3.04Vacation and Sick Pay. The Employee shall be entitled to an annual paid
vacation of fifteen (15) business  days with full pay.  Such  vacation  shall be
taken at a time  selected  by the  Employee  and  approved  by the  Company.  In
addition,  the Employee  shall be entitled to ten (10) business days per year as
sick leave or personal  business days with full pay.  Vacation time,  sick leave
and personal  business days may be  accumulated  and used by January 15th of the
year  following  the year in which  such  days were  earned,  but if not used by
January 15th of the calendar year  following the year in which they were earned,
they shall be deemed to have been waived by the Employee.

     3.05Holidays.  The Employee shall be entitled to a holiday with full pay on
New Year's Day,  Memorial Day,  Independence  Day, Labor Day,  Thanksgiving Day,
Christmas  Day,  and such  other  days as the  Company  shall  from time to time
determine.

     3.06Business  Expenses.  The Employee is authorized to incur reasonable and
necessary  business  expenses in the performance of the Employee's  duties under
this Agreement, including expenditures for travel and entertainment. The Company
will  reimburse the Employee  from time to time for all such business  expenses,
provided that the Employee presents to the Company:

     (a) A statement  of expense in which the  Employee  recorded at or near the
time each expenditure was made:

          (i) the amount of the expenditure;
          (ii)the  time,  place and type of  entertainment  and  travel or other
     expense;
          (iii) the reason for the  expenditure  and the nature of the  business
     benefit derived or expected to be derived as a result of the expenditure;
          (iv)the name, occupation,  address and any other pertinent information
     concerning  each person who is  entertained,  sufficient  to establish  the
     business relationship to the Company; and

     (b)  Documentary  evidence,  such as  receipts  or paid  bills,  that state
sufficient  information  to  establish  the amount,  date,  place and  essential
character of the expenditure for each expenditure.


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     (c) If such  statement of expense is not presented to the Company within 60
days of such  expense the Company  will have no  obligation  to  reimburse  said
expense.

     3.07Auto Allowance.  The Employee shall be given an automobile allowance in
the amount of $7,200 per year payable in twenty-four (24) equal  installments in
accordance with the Company's customary payroll procedures.

     3.08Stock Options. The Employee shall be given 250,000 stock options with a
strike date of October 1, 2002. Vesting will occur as follows:

               100,000  shares      October 1, 2002
                50,000  shares      September 30, 2003
                50,000  shares      September 30, 2004
                50,000  shares      September 30, 2005


                                    ARTICLE 4

                              PROTECTIVE COVENANTS

     4.01General.  Employee  expressly  acknowledges and agrees that he has been
and will be given access to and become  familiar  with Trade Secrets (as defined
in Section 4.03) developed at the Company's expense, which are valuable, unique,
and essential to the  performance  of Employee's  duties  hereunder,  as well as
being essential to the overall  continued  success and business  goodwill of the
company.  Employee expressly  acknowledges and agrees that the Trade Secrets are
proprietary and  confidential,  and if any of the Trade Secrets were imparted to
or become known by any person(s)  engaging in a business in any way  competitive
with that of the  Company's,  such would result in hardship,  loss,  irreparable
injury and damage to the Company, the measurement thereof would be difficult, if
not impossible,  to determine.  Accordingly,  Employee expressly agrees that (i)
the Company has a legitimate  interest in  protecting  the Trade Secrets and its
business goodwill,  (ii) it is necessary for the Company to protect its business
from such hardship,  loss,  irreparable  injury and damage,  (iii) the following
covenants are a reasonable  means by which to accomplish that purpose,  and (iv)
any intentional  violation of any of the protective  covenants  contained herein
shall constitute a breach of trust and represent grounds for immediate dismissal
and for appropriate legal action for damages, enforcement and/or injunction

     4.02Noncompetition.  Employee  covenants  that,  during  the  term  of this
Agreement  and  for a  period  of  one  (1)  year  immediately  thereafter  (the
"Limitation Period"),  irrespective of which party terminates this Agreement and
whether  such  termination  is for cause or  otherwise,  he will not directly or
indirectly,  either as an  employee,  employer,  consultant,  agent,  principal,
partner,  stockholder  (other than  ownership  of  securities  of publicly  held
corporations  of which  Employee owns less than one percent (1%) of any class of
outstanding securities),  corporate officer, director, investor, or financier or
in any other individual or representative capacity, directly or indirectly:

     (a) Engage or  participate in any business  within the Prohibited  Area, as
hereinafter  defined,  that is in competition in any manner  whatsoever with the
Company's  business and the products or services  offered by the Company in such
areas,  without the prior written  consent of the Company.  For purposes of this
subsection,  the term "Prohibited  Area" means the United States and any foreign
country in which the  Company's  products or services  are sold at the time this
Agreement is terminated.

     (b) Solicit or attempt to solicit,  any of the Company's  past,  present or
prospective (as of the termination of this Agreement) investors,  customers,  or
suppliers,  in any manner which is competitive with the Company's business as it
is operated as of the termination of Employee's employment hereunder;



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     (c) Induce, or attempt to induce, any employee of the Company to terminate
his employment or hire away or attempt to hire away, any employee of the
Company;

     (d) Induce, or attempt to induce, any present or future supply or service
resource (including investment and other financing resources) to withdraw,
curtail, or cancel the furnishing of supplies or services (including investment
and other financing resources) to the Company; or

     (e) Engage in any act or activity which would interfere with or harm any
business relationship the Company may have with any investor, customer,
employee, principal or supplier.

          4.03 Trade  Secrets.  It is  understood  that during the course of his
     employment hereunder,  the Employee will have access to and become familiar
     with certain  proprietary and confidential  information of the Company (the
     "Trade Secrets"),  which includes, by way of illustration and not by way of
     limitation:

     (a) Lists containing the names of past, present and prospective  customers,
employees, principals, and suppliers;

     (b) The past,  present and prospective  methods,  procedures and techniques
utilized in identifying  prospective  markets,  customers,  and suppliers and in
soliciting the business thereof;

     (c) The past,  present and prospective  methods,  procedures and techniques
used in the operations of the Company's business,  including marketing plans and
objectives  and the  methods,  procedures  and  techniques  utilized in selling,
pricing, applying and delivering the Company's products and services; and,

     (d) Compilations of information,  records, and processes which are owned or
developed by the Company  and/or which are used in the operation of the business
of  the  Company,   including,   without   limitation,   electronically   stored
information.

     Trade  Secrets  do not  include  information  which  (i) at the  time it is
disclosed by the Employee was already  known to the public;  or (ii) is required
to be disclosed by a court order.

     Employee  acknowledges that the Trade Secrets give the Company an advantage
over its  competitors,  and that  the same is not  available  to or known by the
Company's competitors or the general public.  Employee further acknowledges that
the Company has devoted  substantial  time, money, and effort in the development
of the Trade Secrets and in maintaining the proprietary and confidential  nature
thereof.  Employee further  acknowledges his position with the Company is one of
the highest trust and  confidence  by reason of Employee's  knowledge of, access
to, and contact with the Trade Secrets.  Employee agrees to use his best efforts
and  exercise  utmost  diligence  to protect and  safeguard  the Trade  Secrets.
Employee  covenants  that,  during  the  term  of  this  Agreement  and  for the
Limitation  Period  regardless  of which party  terminates  this  Agreement  and
whether  such  termination  is for cause,  he will not  intentionally  disclose,
disseminate  or distribute to another,  nor induce any other person to disclose,
disseminate  or  distribute,  any Trade  Secrets  of the  Company,  directly  or
indirectly,  either for  Employee's  own  benefit or for the benefit of another,
whether or not acquired,  learned, obtained or developed by Employee alone or in
conjunction  with  others,  nor will  Employee  use or cause to be used in Trade
Secrets in any way except as is  required in the course of his  employment  with
the Company. For the purposes of this section, any disclosure,  dissemination or
distribution  of any Trade Secrets  caused by the  Employee's  gross  negligence
shall be deemed to be made  intentionally.  Employee  acknowledges and covenants
that all Trade Secrets relating to the business of the Company, whether prepared
by Employee or otherwise coming into his possession,  shall remain the exclusive
property of the Company.  Employee further covenants that all memoranda,  notes,
records,  drawings or other  documents made,  compiled,  acquired or received by
Employee  during the term of this  Agreement and in his  possession or under his
control at the termination of his employment hereunder, concerning any corporate
activity,  including,  but not limited to, techniques and applications developed
by the  Company,  management  techniques,  names  of  investors  and  customers,
marketing and sales  techniques,  and product and service  pricing  information,


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shall together with all copies, be delivered,  in good condition, to the Company
immediately  upon  Employee's  termination  (whether or not so  requested by the
Company), or at any time upon the Company's request.

     4.04Extension  of  Limitation  Period.  The  parties  acknowledge  that  if
Employee  violates any of the  protective  covenants  hereunder  and the Company
brings legal action for injunctive or other relief hereunder, the Company shall,
as a result of the time  involved in  obtaining  the relief,  be deprived of the
benefit  of  the  full  Limitation   Period  of  these   protective   covenants.
Accordingly,  the Limitation Period shall be deemed to have the full duration of
the period stated therein, computed from the date relief is granted, but reduced
by the  time  between  the  period  when  the  restriction  began  to run at the
termination  of  Employee's  employment  hereunder  and the  date  of the  first
violation of the covenant by Employee.

     4.05Survival of Protective Covenants. Each covenant on the part of Employee
contained in this Article 4 shall be  construed as an agreement  independent  of
any other  provision of this Agreement and shall survive the termination of this
Agreement. The existence of any claim or cause of action of Employee against the
Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of such covenant.

     4.06Remedies for Breach.  Employee acknowledges that the legal remedies for
breach of the protective covenants hereunder are inadequate and therefore agrees
that, in addition to all of the remedies  available to the Employee in the event
of a breach or a threatened breach of any covenant  contained in this Article 4,
the Company may:

     (a) Obtain temporary,  preliminary,  and permanent  injunctions against any
and all such actions; and

     (b) Seek to recover from Employee  monetary  damages to the Company arising
from such  breach or  threatened  breach and all costs and  expenses  (including
attorneys'  fees) incurred by the Company in the  enforcement of such protective
covenants.

     4.07Intent of Parties.  Employee  recognizes and agrees that this Agreement
is necessary and essential to protect the business of the Company and to realize
and  derive  all the  benefits,  rights,  and  expectations  of  conducting  the
Company's  business;  that the area and  duration  of the  protective  covenants
herein are in all things  reasonable;  and that good and valuable  consideration
exists for Employee's agreement to be bound by such protective covenants.

     4.08Affiliates  of the Company.  The protective  covenants in the Article 4
shall also benefit the business and Trade  Secrets of the  Company's  Affiliates
(as  hereinafter  defined)  and these  covenants  shall be  enforceable  against
Employer by each of such Affiliates as third party beneficiaries. An "Affiliate"
of the Company is any person or entity that directly,  or indirectly through one
or may intermediaries,  controls or is controlled by, or is under common control
with, the Company.

                                    ARTICLE 5

                            TERMINATION OF EMPLOYMENT

     5.01Resignation  of  Employee.  In the  event  of the  termination  of this
Agreement  prior to the completion of any term of employment  specified above by
the voluntary  resignation  of the Employee,  provided the Employee has given at
least 90 days  notice  in  writing  to the  Company's  Board of  Directors,  the
Employee shall be entitled to:

     (a) his base salary earned prior to the date of termination as provided for
in Section 3.01 of this Agreement computed pro rata up to and including the date
of termination or resignation;

     (b) accrued but unused vacation, sick leave and personal business days; and


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     (c) nothing more.

     Employee expressly waives and releases any other or future right to damages
or additional  compensation  relating to  termination  of Employee's  employment
pursuant to this Section 5.01.

     5.02Termination by Reason of Death or Disability of Employee.

     (a) Upon the death of the Employee, the Employment Term shall automatically
terminate on the last day of the month in which the death of Employee occurs.

     (b) If Employee is determined to be Disabled (as hereinafter  defined) then
the Company  may,  upon thirty (30) days written  notice to Employee,  terminate
Employee's  employment  hereunder,  but in addition to the benefits described in
Section  5.02(c)  below,  Employee  shall continue to be eligible to receive any
benefits to which he may be entitled under the terms of the long-term disability
coverage  provided  by the  Company.  For the  purposes of this  Agreement,  the
"Disability"  of Employee  shall mean any  incapacity  or  inability  to perform
Employee's  normal or  assigned  duties to the  Company,  in either  case due to
injury or illness (physical or mental), for a period of at least forty-five (45)
days out of any sixty (60) consecutive day period.

     (c) Upon  termination of employment  pursuant to Section 5.02 (a) or (b) of
the Employee or his estate shall be entitled to receive:

          (i) The base salary that the Employee was then  receiving  through the
     date of termination as provided above;
          (ii)All  bonuses  earned  through  the  date of  termination,  paid in
     accordance with the terms of the bonus plan pursuant to which the bonus was
     earned; and
          (iii) Accrued by unused vacation and sick leave pay.

     5.03Termination  by the Company for Cause.  Subject to any  opportunity  to
cure on the part of Employee, the Company may for Cause (as hereinafter defined)
terminate  Employee's  employment  hereunder upon written notice  specifying the
particulars of the Cause. "Cause" shall mean:

     (a) Any intentional material breach by the Employee of any of the terms and
conditions of this Agreement,  and for the purposes of this section,  any breach
caused by the Employee's gross negligence shall be deemed to be intentional;

     (b) A breach of the Employee's fiduciary duties to the Company;

     (c) Misappropriation of any material amount of the Company's assets;

     (d) A plea of guilty or no  contest  to,  or  conviction  of, a felony or a
serious misdemeanor,  which would materially and adversely affect the reputation
of the Company or the utility of the  Employee's  services to the Company in its
business;

     (e) A plea  of  guilty  or no  contest  to,  or is  convicted  of,  a crime
involving moral turpitude;

     (f) Any  conduct  inimical  to the best  interests  of the  Company  or any
dishonest,  unethical,  fraudulent,  disloyal,  or  felonious  act  committed or
engaged in by  Employee  in respect of his  duties to the  Company  which  would
materially and adversely  affect the reputation of the Company or the utility of
his services to the Company in its business;

     (g) Employee's habitual negligence or nonfeasance in the performance of his
duties hereunder; or


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     (h) The  inability  of the Employee to pay his debts as they become due, or
the making of an assignment for the benefit of the creditors.

With respect to any of the events specified in (a), (b), (f), and (g) above, the
Company will provide  Employee  with written  notice  thereof and a ten (10) day
opportunity to cure such matter to the satisfaction of the Company.  Termination
of Employee  shall not affect any of the Company's  other rights and remedies at
law, in equity, or under this Agreement.

     In the event of the  termination  of this  Agreement for any of the reasons
set forth in this Section 5.03 the Employee shall be entitled to receive:

     (a) his base salary earned prior to the date of  termination as provided in
Section 3.01 of this Agreement  computed pro rata up to an including the date of
termination;

     (b) accrued but unused vacation, sick leave and personal business days; and

     (c) nothing more.

Employee  expressly  waives and releases any other or future right to damages or
additional   compensation  relating  to  termination  of  Employee's  employment
pursuant to this Section 5.03.

     5.04Termination  on  Grounds  Other Than for  Cause,  Death or  Disability.
Should the  Employee's  employment  hereunder  be  terminated  by the Company on
grounds other than for cause,  disability,  resignation  or death,  the Employee
shall be entitled to receive,  as the  Employee's  sole remedy and as liquidated
damages:

     (a) the base salary that the Employee was then  receiving for the remainder
of the term of  employment  set forth in  Section  1.02  above,  or six  months,
whichever is greater, paid as set forth in Section 3.01 above; and

     (b)  any  bonuses  earned  throughout  the  date  of  termination,  paid in
accordance with the terms of the bonus plan pursuant to which any bonus may have
been earned. The Employees share of any annual cash bonus pool shall be computed
pro rata based on the actual  number of days  during the year the  Employee  was
employed by the Company; provided, however, nothing herein shall be construed to
require  the  Company  to  calculate  or pay any  bonus  prior to the  regularly
scheduled time for making such calculation or payment.

     (c) accrued but unused vacation and sick leave pay;

     (d)  professional  "out placement  services" at a cost not to exceed $5,000
from the out-placement consulting company of the Employee's choice;

     (e) ten days to exercise any stock options that have vested under the terms
of any Company Stock Option Plan in which the Employee is then participating;

     (f) life  insurance  benefits  to six months and monthly  payments  for six
months  equal to the monthly  premium  required by the  Employee to maintain his
health  insurance   benefits   pursuant  to  the  Consolidated   Omnibus  Budget
Reconciliation  Act of 1985 ("COBRA") under the Company's group health insurance
plan.

     If the  Employee  is  terminated  by the  Company  other than for Cause the
Employee agrees to use his best efforts to locate other full time employment. If
the  Employee  obtains  full time  employment  during  the  period  between  his
termination  by the  Company  other  than for  Cause  and the end of the term of
employment  set forth in Section  1.02 above at a salary that is greater than or
equal to that set forth in Section 3.01 above the Company's  obligations to make
payments to the Employee under this Section 5.04 shall  immediately  and forever
cease. If the Employee  obtains full time  employment  during the period between
his  termination  by the Company other than for Cause and the end of the term of
employment  set forth in Section  1.02 above at a salary level that is less than
that set forth in Section 3.01 above, the Company's obligations to make payments


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under  Section  5.04(a)  above shall  immediately  and forever be reduced to the
difference  between  the salary  set forth in Section  3.01 above and the salary
which the employee receives from such other employment.  If the Employee obtains
part time  employment  during the period between his  termination by the Company
other than for Cause and the end of the term of employment  set forth in Section
1.02 above the  Company's  obligations  to make payments  under Section  5.04(a)
above shall be reduced to the difference between the salary set forth in Section
3.01 above and all salary or wages  received by the  Employee  from time to time
from such part time  employment.  Employee hereby  expressly waives and releases
any other or further  right to damages or  additional  compensation  relating to
termination of Employee's employment hereunder.

                                    ARTICLE 6

                                   INVENTIONS

     Employee  agrees that all  processes,  procedures,  programs,  discoveries,
formulae,   improvements,   technologies,   designs,  inventions  (collectively,
"Inventions"),   including   new   contributions,   developments,   ideas,   and
discoveries,  whether or not patentable or copyrightable,  conceived, developed,
invented,  or made solely by Employee,  or jointly  with others,  that relate to
products or services the company is engaged in, during the Employment Term shall
be  conclusively  deemed  "work for hire" and is property of, and belong to, the
Company. In connection therewith, Employee shall:

     (a) Promptly disclose all such Inventions to the Company;

     (b) Assign to the Company,  without  additional  compensation,  all patent,
copyright,   trademark,   tradename,   servicemark  and  other  rights  to  such
Inventions,  whether or not patentable,  copyrightable or otherwise  protectable
including  all  substitute,  continuation-in-part,   and  reissue  applications,
patents of addition or reissue applications, patents of addition or confirmation
relative  thereto,  for the United  States of America and foreign  countries and
sign all documents and instruments necessary to carry out the foregoing;

     (c) Give testimony in support of inventorship;  provided,  however, that if
such testimony is required after  termination of the Employee's  employment with
the Company the  Company  shall pay the  Employee a fee of $100 per hour for the
time spent by the  Employee in giving such  testimony  and  reasonable  expenses
incurred by the Employee in connection with giving such testimony; and

     (d) Use his best  efforts  to  cooperate  with the  Company,  and take such
further  actions as Employee  may  request,  in order to protect  and  otherwise
perfect Employee's rights to such Inventions.

Furthermore,  if any Invention is described in a patent or copyright application
where it is  disclosed to third  parties,  directly or  indirectly,  by Employee
within one (1) year after the  termination  of  employment  by the  Company,  is
presumed  that  the  Invention  was  conceived  or made  during  the  period  of
Employee's  employment  by the  Company.  Employee  agrees  not to  assert,  and
otherwise  hereby  waives,  any rights to any  Invention  as having been made or
acquired prior to the date of this  Agreement,  except for  Inventions,  if any,
disclosed to the Company in writing prior to the date hereof.


                                    ARTICLE 7

                             ASSIGNMENT OF CONTRACT

     7.01Assignment  by the Company.  Employee  understands  and agrees that the
Company may assign all of its rights and  delegate  all of its duties under this
Agreement upon notice to Employee.

     7.02Assignment  by Employee.  Employee  understands  that this Agreement is
personal  to him and that he may not assign his  rights or  delegate  his duties
under this  Agreement,  or any portion  thereof,  to any other  person or entity
without the prior written approval of the Company.


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                                    ARTICLE 8

                               GENERAL PROVISIONS

     8.01Indemnification.  Employee shall indemnify and hold each of the Company
and its  Affiliates  harmless  against  any and all cost,  losses,  claims,  and
damages,   including,  the  legal  fees,  costs,  expenses,  and  disbursements,
incurred, in investigating,  preparing, or defending any suit,  investigation or
proceeding as and when incurred by the Company or any of its  Affiliates,  which
are directly or indirectly,  caused by,  relating to, based upon arising out of,
or in connection  with any  intentional  breach of the covenants by Employee set
forth in Section  2.02,  Article  4,  Article 6 or the  occurrence  of any event
described in Section 5.03.  For the purposes of this Section,  any breach caused
by the gross negligence of the Employee shall be deemed to be intentional.

Provisions of this Section 8.01 shall survive the termination of this Agreement.

     8.02Attorneys'  Fees  and  Costs.  If any  action  at law or in  equity  is
necessary to enforce or interpret  any of the rights or  obligations  under this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees,
costs, and necessary  disbursements in addition to any other relief to which the
prevailing party may be entitled.

     8.03Miscellaneous.

     (a) Amendments or Modifications.  This Agreement may be amended or modified
from  time to time but only by a  written  instrument  executed  by all  parties
hereto.

     (b) Notices.  Notices and other communications provided for herein shall be
in  writing  and  shall be  delivered  or  mailed  (or in a case of  telegraphic
communication, delivered by telegram, telex, or facsimile transmission, or other
form of telegraphic communication), as follows:

                        If To:  The Company

                        TM Century, Inc.
                        2002 Academy
                        Dallas,  TX  75234
                        Attn: Marjorie McIntyre, Chairman

                        If To:  The Employee

                        R. David Graupner TM Century, Inc.
                        2002 Academy Dallas, TX 75234

All notices and other  communications  given to any party  hereto in  accordance
with the  provisions  of this  Agreement  shall be  determined to have been duly
given (ii) on the date of receipt if hand  delivered,  (ii) three (3) days after
being sent by registered  mail,  (iii) when actually  received,  if by generally
recognized  overnight  mail  service,  or (iv) on the date sent, if by telegram,
telex,  facsimile  transmission,  or  other  form of  telegraphic  communication
(provided  confirmatory notice is sent by first class mail, postage prepaid), in
each case  addressed to such party as provided in this Section or in  accordance
with the latest unrevoked direction from such party. By giving the other parties
hereto written notice thereof,  a party shall have the right, from time to time,
and at any time  during  the term of this  Agreement  to change  his  respective
address for the purpose of giving notices or other communications hereunder.


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<PAGE>

     (c) Entire  Agreement.  This  Agreement  (including  any exhibits  attached
hereto)  embodies the complete and entire matter hereof and supersedes all prior
negotiations,  agreements,  and  understandings  relating to the subject  matter
hereof.

     (d) Waiver. No consent or waiver,  express or implied by any party to or of
any breach or default by the other in the performance by the other of its or his
obligation hereunder shall be deemed or construed to be a consent or a waiver to
or of any other breach or default in the  performance by such other party of the
same or any other obligation of such party hereunder. Failure on the part of any
party to  complain  of any act or  failure to act of other  parties in  default,
irrespective of how long such failure  continues,  shall not constitute a waiver
of such party's right hereunder.

     (e)  Severability.  In case any one or more of the provisions  contained in
this  Agreement  shall  for  any  reason  be  held  to be  invalid,  illegal  or
unenforceable,  such  provision  shall not  affect  any of the other  provisions
hereof and this  Agreement  shall be  construed as if such  invalid,  illegal or
unenforceable  provision had never been contained herein.  The remainder of this
Agreement  and  the   application  of  such   provisions  to  other  persons  or
circumstances  shall  not be  affected  thereby  and  shall be  enforced  to the
greatest extent permitted by law.

     (f) Binding  Effect.  This  Agreement  shall inure to the benefit of and be
binding upon the  undersigned  parties and their  respective  heirs,  executors,
legal representatives, administrators and assigns.

     (g) Statutory  Provisions.  Any statutory or regulatory  referenced in this
Agreement shall include a reference to all amendments  thereto and any successor
to such statute or regulation and/or revision thereof.

     (h)  Governing  Law.  This  Agreement  shall  be  construed  under  and  in
accordance  with the  laws of the  State of  Texas  and all  obligations  of the
parties created hereunder are performable in Dallas County, Texas.

     (i) Headings.  The headings used  throughout  this Agreement have been used
for  convenience  only  and  do  not  constitute  matter  to  be  considered  in
interpreting this Agreement.

     (j) Exhibits.  The exhibits attached hereto, if any, are made a part hereof
by reference as fully as if copies and set forth in the body hereof.

     (k) Number and Gender.  Whenever required by the context,  singular numbers
shall  include the plural,  plural  numbers  shall  include the singular and the
gender of any pronoun shall include the other genders.

     (l)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  all of which shall,  for all purposes,  constitute  one agreement
binding on the parties hereto,  notwithstanding  that all parties hereto may not
be signatory to the same counterpart.

     (m) Further  Assurances.  In connection  with this Agreement as well as all
transactions contemplated by this Agreement, the parties hereto agree to execute
and  deliver  such  additional  acts  as  may be  necessary  or  appropriate  to
effectuate,  carry out, and perform all of the terms,  provisions and conditions
of this Agreement and all such transactions.


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                                       10
<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of
the date first written above.

COMPANY:

TM CENTURY, INC.
a Delaware Corporation


By: /s/Marjorie McIntyre
------------------------
Marjorie McIntyre

Title: Chairman


EMPLOYEE:

By: /s/ R. David Graupner
-------------------------
R. David Graupner


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