THIRD AMENDMENT TO
                           FIRST AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


     This  Third  Amendment ("Amendment") to the Amended and Restated Employment
Agreement  ("Employment  Agreement") between ICO, Inc., a Texas corporation (the
"Company"), and Jon C. Biro (the "Executive") is dated this 15th day of January,
2003.  All  capitalized terms used herein and not otherwise defined herein shall
have  the  meaning  ascribed  to  such  terms  in  the  Employment  Agreement.

1.   Notwithstanding the prohibition, set forth Paragraph 4(a) of the Employment
     Agreement,  against reducing the Executive's Base Salary after any increase
     therein,  the Executive agrees to one-time ten percent (10%) reduction (the
     "Salary  Reduction") in his current Base Salary. Effective January 1, 2003,
     the  Executive's  Base  Salary  shall be reduced from $230,000 to $207,000.
     Such  Salary  Reduction  shall  not  serve  to  limit  or  reduce any other
     obligations of the Company to the Executive under the Employment Agreement.
     The  Salary  Reduction  represents  a one-time waiver, by Executive, of the
     relevant provision of Paragraph 4(a) of the Employment Agreement, and shall
     not  constitute  a waiver of the provisions of Paragraph 4(a) for any other
     purpose,  nor  shall it constitute a waiver by Executive of any other terms
     and  conditions  set  forth  in  the  Employment  Agreement.

     2.   Subparagraph  5(c)(i)  are  hereby  amended  to  read  as  follows:

     (i)  Executive ceasing for any reason to be the Chief Financial Officer and
          Treasurer  of  the  Company,  other  than  by  death,  disability  or
          termination by the Executive of employment with the Company other than
          for  Good  Reason.

     3.   Subparagraph  6(d)(i)  is  hereby  amended  to  read  as  follows:

     (i)  Within 10 days after the Date of Termination, the Company shall pay to
          the Executive, in a lump sum in cash, the aggregate of the amounts set
          forth  in  (A)  through  (C)  below:

          (A)  if  not theretofore paid, the Executive's Base Salary through the
               Date  of  Termination  at  the  rate  in  effect  on  the Date of
               Termination;  and

          (B)  the  product  of (x) the greater of the highest Annual Bonus paid
               to  the  Executive  during  the  Employment Period and 50% of the
               Annual  Salary  (as defined in subparagraph 6(d)(i)(D) below) and
               (y)  the  fraction  obtained  by  dividing (i) the number of days
               which  Executive  has been employed during the particular year in
               which  termination  occurs  by  (ii)  365;  and

          (C)  two  times  the  sum  of  (x)  the  Executive's Annual Salary (as
               defined  in subparagraph 6(d)(i)(D) below) and (y) the greater of
               the  highest  Annual  Bonus  paid  to  the  Executive  during the
               Employment  Period  and  50%  of  the  Annual  Salary.

          (D)  For  the  purposes of (B) and (C) above, the term "Annual Salary"
               shall  mean  the greater of (i) $230,000 and (ii) the Executive's
               Base  Salary  in  effect  on  the  Date  of  Termination.

4.   All  terms  and conditions in the Employment Agreement that are not amended
     by  this  Amendment  continue  to  be  in  full  force  and  effect.

AGREED  AND  ACCEPTED:

ICO, INC.

By:  /s/ Christopher N. O'Sullivan                    /s/ Jon C. Biro
     -----------------------------------              --------------------------
                                                      JON  C.  BIRO
Printed Name:  Christopher N. O'Sullivan
               -------------------------

Title:  President and Chairman
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