CONSULTING AGREEMENT


     AGREEMENT made  this 5th  day of  July, 1996,  between TM  Century,
     Inc., a  Delaware  corporation  (_TM  Century_),  and  Marjorie  L.
     McIntyre (_Consultant_).

                            Preliminary Statement

     Consultant has,  for  some years,  been  a  consultant and  general
     advisor to TM Century, and

     TM Century desires to retain Consultant's  experience, abilities in
     the business of TM  Century, and TM  Century has offered  to engage
     Consultant to render consultative and advisory  services in respect
     of TM Century, and

     Consultant desires to  accept such engagement,  upon the  terms and
     conditions set forth below.

     In consideration of  the premises and  the mutual  covenants herein
     contained, TM Century and Consultant hereby agree as follows:

     1.  Term and Duties.   TM Century  hereby employs Consultant  for a
     period of thirty-six (36)  months, beginning the date  hereof, as a
     general  advisor  and  consultant  to  management  in  all  matters
     pertaining to the business of TM  Century and to render  all of the
     services relevant  thereto, and  such advertising,  promotional and
     administrative services  as  TM  Century  may  reasonable  request.
     Consultant shall serve as  a member of  the Board of  Directors, if
     elected, including service as  Chairman of the Board  of Directors,
     if elected.  Consultant shall report to and  be responsible only to
     the Board of  Directors of TM  Century and its  executive officers.
     Consultant shall render such services as are requested of her by TM
     Century but shall not be obligated  to spend more than  20 hours in
     any one week  for such services  or more than  60 hours in  any one
     month for  such  services.   Such  services  shall  be rendered  in
     Dallas, Dallas County, Texas, unless agreed on otherwise.

     2.  Compensation.  For  her consulting services  to be  rendered by
     Consultant to TM Century under this  Agreement, Consultant shall be
     compensated by TM Century during the term of  this Agreement by the
     payment of  (1) the  sum of  $10,000  per month  to  be payable  in
     twenty-four  (24)  equal  installments,  in   accordance  with  the
     Company's  customary  payroll  procedures.    (2)   by  TM  Century
     providing consultant  with  an  automobile  allowance of  $335  per
     month, and  reimbursing  her gasoline  expenses  and insurance  for
     same.    (3)  reimbursement  of  reasonable  expenses  incurred  by
     consultant in the performance of her duties, and  (4) by TM Century
     providing consultant  with health  insurance  equivalent to  health
     insurance provided to employees of TM Century.
       
     3.  Conflict of  Interest.   During  the  term  of this  Agreement,
     Consultant shall not have  any other corporate  affiliation without
     the approval of the Board of Directors of TM Century and shall not,
     directly or indirectly, engage  in the production,  manufacture, or
     distribution of any product similar to that produced, manufactured,
     or sold by TM Century or  any of its subsidiaries,  neither for her
     own account  or for  any person,  firm,  or corporation  whatsoever
     other than  TM Century  or its  subsidiaries, or  otherwise compete
     with the company or its subsidiaries.
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     4.  Trade Secrets.    Consultant  acknowledges  that prior  to  her
     association with TM Century, she had no  knowledge of the formulas,
     trade secrets, processes,  or method  of production  or manufacture
     utilized  by  TM  Century  and  that  such   information  is  of  a
     confidential and secret character and of great value to TM Century.
     Consultant agrees not  to divulge to  anyone other than  the proper
     officers of TM Century,  either during or after  termination of her
     employment hereunder,  any information  acquired by  her concerning
     such processes, formulas, or methods of manufacturing or production
     or other trade secrets of TM Century.

     5.  Covenant Not To  Compete.   During the  term of  this Contract,
     Consultant shall not, directly or indirectly, own, manage, operate,
     join, control or participate  in or be connected  with any business
     (either as owner, principal, shareholder, agent, employee, servant,
     or otherwise) which shall  (i) compete with any  business conducted
     by TM Century of  the type and nature  as shall be conducted  by TM
     Century during  the term  hereof as  described herein  and (ii)  be
     conducted within the  State of Texas  (_Covenant Not  to Compete_).
     For purposes of the Covenant Not to Compete,  the term _TM Century_
     shall  include  any   subsidiary  or   affiliate  of   TM  Century.
     Consultant understands  and  agrees  that  a breach  or  threatened
     breach of  the Covenant  Not  to Compete  cannot  be reasonably  or
     adequately compensated in damages  and that such breach  will cause
     TM Century  irreparable  loss  or  damage.   Nothing  herein  shall
     prevent TM Century from  pursuing any remedies available  at law or
     in equity for such breach or threatened breach.   This Covenant Not
     to Compete as well  as the obligations of  Consultant hereunder are
     not depended  upon, but  are mutually  independent  from any  other
     covenant or obligation herein.  Consultant shall be paid the sum of
     $10,000 per month to  be payable on or  about the last day  of each
     month during  the term  of this  Agreement  including the  extended
     period.


     6.  Waiver  ,   Modification,  or   Cancellation.     Any   waiver,
     alternation or  modification  of  any  of  the provisions  of  this
     Agreement, or its cancellation  or replacement, shall not  be valid
     unless in writing and signed by the parties.

     7.  Assignment.   The rights  and obligations  of TM  Century under
     this Agreement shall inure to  the benefit of and  shall be binding
     upon the successors and assigns of TM Century  if the company shall
     transfer all  or substantially  all of  its  assets, property,  and
     business to another corporation.

     8.  Construction.  The validity of this Agreement shall be governed
     by the laws  of the State  of Texas, and  this Agreement   shall be
     construed and enforced in accordance with the laws  of the State of
     Texas.

     9.  Entire Agreement.   This  Agreement  supersedes all  agreements
     previously made between the parties relating  to is subject matter.
     There are no other understandings or agreements.

     IN WITNESS WHEREOF, the  parties hereto have caused  this Agreement
     to be executed as of the day and year first above written.

     TM CENTURY, INC.


     ________________________________
       __________________________________
     NEIL W. SARGENT                   MARJORIE L. McINTYRE
     PRESIDENT/CEO