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                           EMPLOYMENT CONTRACT
     By   this   Agreement,  Curtis  Mathes  Holding   Corporation   (the
"Employer"), located at 10911 Petal Street, Dallas, Texas 75238,  employs
Patrick A. Custer (the "Employee"), of P.O. Box 802808, Dallas, TX 75380,
who accepts employment on the following terms and conditions:
                     ARTICLE 1:  TERM OF EMPLOYMENT
     1.01.      Term.     The term of this Agreement shall begin on April
7,  1997,  and shall terminate on December 31, 1999.  Unless the Employer
or  the Employee gives written notice to the other of their intent not to
renew this Agreement on or before ninety (90) days before the end of  the
then current term of this Agreement, this Agreement shall be deemed to be
automatically renewed for additional periods of three (3) years.   During
the  term of each such renewal, all of the terms and conditions  of  this
Agreement shall remain in full force and effect.
                     ARTICLE 2:  DUTIES OF EMPLOYEE
     2.01.      Duties.    The  Employee shall serve  as  the  Employer's
Chairman  and  Chief  Executive  Officer and  shall  perform  all  duties
commonly discharged by a person in such position and such other duties of
a  similar  nature as may be required from time to time by the  Employer.
If  the Employee is elected or appointed a director or an officer of  the
Employer, the Employee shall serve in such capacity or capacities without
further  compensation.  Nothing shall be construed, however,  to  require
the Employee's election or appointment as a director or an officer.
     2.02.     Satisfactory Performance of Duties.     The employment  of
the  Employee shall continue only as long as the services rendered by the
Employee  are  satisfactory  to the Employer,  regardless  of  any  other
provision  contained in this Agreement.  The Employer shall be  the  sole
judge as to whether the services of the Employee are satisfactory.
    ARTICLE 3:  EMPLOYEE'S OBLIGATIONS OTHER THAN TO PERFORM SERVICES
     3.01.      Company  Policy.     The Employee agrees to  perform  his
duties  under this Agreement in accordance with Employer's company policy
as  such  policy may be implemented or modified from time to time  during
the  term of this Agreement.  Violation of any material provision of  any
company  policy  shall  constitute good  cause  for  termination  of  the
services of the Employee under this Agreement.
     3.02.      Noncompetition By Employee.   During  the  term  of  this
Agreement, the Employee shall not, directly or indirectly, either  as  an
employee,  employer, consultant, agent, principal, partner,  stockholder,
corporate officer, director, or in any other individual or representative
capacity, engage or participate in any business that is in competition in
any  manner whatever with the business of the Employer.  Violation of the
terms  contained  in  this  Paragraph shall  constitute  good  cause  for
termination of the services of the Employee under this Agreement.
     3.03.     Indemnification.    The Employee shall indemnify and  hold
harmless the Employer from all liability from loss, damage, or injury  to
persons  or property resulting from the negligence or misconduct  of  the
Employee committed in the scope of the Employee's employment.
                        ARTICLE 4:  COMPENSATION
     4.01.      Basic Compensation. As base compensation for all services
rendered  under this Agreement, the Employer shall pay to the Employee  a
salary  of  $170,000  per  year, payable in equal  biweekly  installments
during  the  period of employment, which shall be subject to  withholding
and  other applicable taxes.  The amount paid is to be prorated  for  any
partial  employment period.  Each fiscal year thereafter, beginning  July
1,  1998,  at  the  sole  discretion of Employer's  Board  of  Directors,
Employee   may  receive  a  reasonable  increase  in  his   base   salary
commensurate with Employee's performance and Employer's performance.
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                ARTICLE 5:  EMPLOYEE BENEFITS AND BONUSES
     5.01.     Payment of Medical and Dental Insurance Premiums.      The
Employer   agrees  to  pay  all  of  the  Employee's  insurance  premiums
(including  dependent coverage, if elected by Employee) and  one-half  of
the  deductible for each individual covered under any hospital, surgical,
medical, and dental benefit plan adopted by the Employer.
     5.02.     Automobile.    The Employer recognizes the Employee's need
for  an automobile for business purposes.  It shall therefore provide the
Employee with a monthly automobile allowance of $1,000 during the term of
this  Agreement,  in addition to the compensation set forth  hereinabove.
The  Employee agrees to furnish a properly registered automobile for  all
of  the  Employee's transportation needs required for the performance  of
the  Employee's  duties under this Agreement and  to  pay  all  expenses,
including  all related maintenance, repairs, insurance, and other  costs.
At  all times during the term of this Agreement, the Employee shall  keep
in  full  force  and  effect at the Employee's  sole  expense  automobile
insurance on each such automobile owned by the Employee that is  used  at
any  time to carry out any of the duties of employment.  Each such policy
must  be  issued  by  an insurance company and with such  minimum  limits
acceptable to the Employer.  Violation by Employee of the terms contained
in  this  Paragraph  shall constitute good cause for termination  of  the
services of the Employee under this Agreement.
     5.03.      Death  Benefit. If the Employee dies during the  term  of
this  Agreement,  the  Employer shall pay to the  Employee's  estate  the
compensation that would otherwise be payable to the Employee  up  to  the
end  of  the month in which his death occurs.  In addition, within thirty
(30)  days  of  the Employee's death, the Employer shall  pay  an  amount
equivalent to four (4) months of Employee's base salary to the Employee's
surviving spouse, or, if his spouse is not then living, to the Employee's
surviving  children  in  equal shares, or,  if  there  are  no  surviving
children, to the Employee's estate.
     5.04.      Nonstatutory Stock Option.    Grant of Option.         By
this  Paragraph, the Employer agrees that it will cause to be granted  to
the  Employee  an  option (the "Option") to purchase  400,000  shares  of
common stock of CRTM (or successor) ("Common Shares") at a purchase price
of  seventy  (70%)  percent of the average trading price  of  the  Common
Stock,  as  reported by NASDAQ, for the five (5) trading days immediately
preceding  the date the Option is granted.  Twenty-five (25%) percent  of
the  Option  shall  vest immediately upon the date  of  issuance  to  the
Employee and the remaining seventy-five (75%) percent of the Option shall
vest  at  the  rate of twenty-five (25%) on each of the  following  dates
thereafter, during the term of employment under this Agreement:  December
31,  1997; December 31, 1998; and December 31, 1999.  Any vested  portion
of the Option may be exercised in whole or in part at any time during the
term  of  employment under this Agreement.  However,  in  the  event  the
employment term is terminated by the Employer for reasons other than  for
cause,  the Employee shall retain the right to exercise any unused vested
portion of the Option until the expiration date of the then current  term
of  this Agreement.  It is agreed that the Employee shall not have any of
the  rights  of,  nor be treated as, a shareholder with  respect  to  the
shares  subject  to  this  Option until the Employee  has  exercised  the
Option, delivery of the stock certificates for such shares has been  made
to the Employee, and the Employee has become the shareholder of record of
such  shares.  Any vested portion of the Option shall not be transferable
otherwise than by will or the laws of descent and distribution,  and  any
vested portion of the Option may be exercised, during the lifetime of the
Employee,  only  by  him.  More particularly (but  without  limiting  the
generality of the foregoing), any vested portion of the Option may not be
assigned,   transferred   (except  as  provided   above),   pledged,   or
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hypothecated in any way, shall not be assignable by operation of law, and
shall  not be subject to execution, attachment, or similar process.   Any
attempted   assignment,   transfer,  pledge,  hypothecation,   or   other
disposition  of  any  vested  portion  of  the  Option  contrary  to  the
provisions hereof, and the levy of any execution, attachment, or  similar
process upon the Option, shall be null and void and without effect.  Such
vested  portion of the Option may be exercised by Employee only while  he
is  in the continuous employ of the Corporation or of a subsidiary of the
Corporation  as  provided hereinabove, or within three months  after  the
date  he ceases to be so employed, except that in the event of his  death
while  so employed or within three months after the date he ceases to  be
so  employed, then such vested portion of the Option may be exercised  by
his  executors,  administrators, or other legal  representatives,  heirs,
legatees, next of kin, or distributees within three months, but not later
than  three  months,  after the date of the legal  qualification  of  the
executors or administrators of his estate, provided diligent efforts  are
made  and  such qualification is obtained within a reasonable time  after
his  death.  Notwithstanding anything in this Agreement to the  contrary,
any  vested portion of the Option herein granted to Employee shall in  no
event be exercisable after the expiration of five (5) years from the date
of  this  Agreement.  In the event of any termination of  this  Agreement
that is either (a) for cause or (b) voluntary on the part of the Employee
and without the consent of his employing corporation or corporations, any
unvested portion of the Option shall immediately terminate.  If,  at  any
time  prior to the fifth anniversary of the date of this Agreement,  CRTM
proposes  to  register  any of its securities under  the  Securities  Act
(other  than by a registration on Form S-8, S-4 or any successor  similar
forms  or any other form not available for registering the Common  Shares
underlying the Option for sale to the public), whether for sale  for  its
own account or other security holders, the Employer will, each such time,
at least 60 days prior to filing the registration statement, give written
notice  to  the Employee of CRTM's intention to do so.  Upon the  written
request of the Employee made within 45 days after the receipt of any such
notice (which request shall specify the underlying Common Shares intended
to  be  disposed  of by the Employee), the Employer will  use  reasonable
efforts   to  cause  to  be  filed  a  registration  statement  for   the
registration  under  the Securities Act of all underlying  Common  Shares
which CRTM has been so requested to register by the Employee.
     Method  of exercising vested portion of the Option.     Such  Option
may  be exercised, in whole at any time or in part from time to time,  by
giving to the Employer and CRTM notice in writing to that effect.  Within
30 days after the receipt by it of notice of exercise of such Option, the
Employer and CRTM shall cause certificates for the number of shares  with
respect  to  which such Option is exercised to be issued in the  name  of
Employee    or   his   executors,   administrators,   or   other    legal
representatives, heirs, legatees, next of kin, or distributees, or to  be
properly  endorsed or accompanied by separate stock powers duly executed,
and  to  be  delivered to Employee or his executors,  administrators,  or
other   legal  representatives,  heirs,  legatees,  next   of   kin,   or
distributees.  Payment of the purchase price for the shares with  respect
to which such Option is exercised shall be made to CRTM upon the delivery
of  such  stock,  together with revenue stamps or  checks  in  an  amount
sufficient  to  pay any stock transfer taxes required on  such  delivery.
The  Employer shall give the person or persons entitled to  the  same  at
least  five (5) days' notice of the time and place for delivery  and  for
the payment of such purchase price.
     Changes  in  capital structure  If all or any portion of the  Option
shall   be   exercised  subsequent  to  any  share  dividend,   split-up,
recapitalization,  merger,  consolidation,  combination  or  exchange  of
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shares,  separation, reorganization, or liquidation occurring  after  the
date hereof, as a result of which shares of any class shall be issued  in
respect  of  outstanding Common Shares or Common Shares shall be  changed
into  the  same  or a different number of shares of the same  or  another
class  or  classes, the person or persons so exercising the Option  shall
receive,  for the aggregate price paid upon such exercise, the  aggregate
number and class of shares which, if Common Shares (as authorized at  the
date hereof) had been purchased at the date hereof for the same aggregate
price  (on the basis of the price per share set forth above) and had  not
been disposed of, such person or persons would be holding, at the time of
such exercise, as a result of such purchase and all such share dividends,
split-ups,  recapitalizations, mergers, consolidations,  combinations  or
exchanges  of  shares,  separations,  reorganizations,  or  liquidations;
provided, however, that no fractional share shall be issued upon any such
exercise, and the aggregate price paid shall be appropriately reduced  on
account of any fractional share not issued.
     Representation as to investment intent. The exercise of such  Option
and the delivery of the shares subject to it will be contingent upon CRTM
being  furnished by Employee, his legal representatives, or other persons
entitled to exercise such Option a statement in writing that at the  time
of such exercise it is his or their intention to acquire the shares being
purchased  solely  for  investment  purposes  and  not  with  a  view  to
distribution.
     Nonstatutory  Stock Option.    The Option granted in this  Paragraph
is  intended  not  to  qualify as an incentive stock  Option  within  the
meaning of Section 422 of the Internal Revenue Code of 1986 and shall  be
so construed.
     5.05.     Other Benefits.          During the term of this Agreement
the  Employee  shall be entitled to participate in the Employer's  401(k)
Plan,  any  hospital, surgical, medical, disability, and  dental  benefit
plan adopted by the Employer, and shall be entitled to an annual vacation
leave,  paid holidays, paid sick leave, and other benefits in  accordance
with Employer's company policy.  The Employee may be entitled to receive,
in  the sole discretion of the Employer's Board of Directors, such  other
benefits or bonuses as may from time to time be declared by the Board.
       ARTICLE 6:  REIMBURSEMENT OF EXPENSES INCURRED BY EMPLOYEE
     6.01.      Business Expenses.  The Employee is authorized  to  incur
reasonable  business expenses in performing his duties of employment  and
for   promoting   the   Employer's  business,  including   expenses   for
entertainment,  travel, and similar items.  The Employer  will  reimburse
the   Employee  for  all  such  expenses  upon  the  Employee's  periodic
presentation  of an itemized account of such expenditures and  supporting
documentation.
                 ARTICLE 7:  PROPERTY RIGHTS OF PARTIES
     7.01.      Trade  Secrets.      During the term of  employment,  the
Employee  will  have  access to and become familiar  with  various  trade
secrets,  consisting of formulas, devices, secret inventions,  processes,
and  compilations of information, records, and specifications,  owned  by
the  Employer and regularly used in the operation of the business of  the
Employer.   The  Employee  shall not disclose  any  such  trade  secrets,
directly  or indirectly, nor use them in any way, either during the  term
of  this Agreement or at any time thereafter, except as required  in  the
course  of  his  employment.   All files, records,  documents,  drawings,
specifications, equipment, and similar items relating to the business  of
the  Employer, whether or not prepared by the Employee, shall remain  the
exclusive  property  of the Employer and shall not be  removed  from  the
premises  of  the  Employer  under any circumstances  without  the  prior
written  consent of the Employer.  The Employee agrees that any violation
by  the  Employee of any of the terms of this Paragraph  will  result  in
<PAGE>
irreparable harm to the Employer and that the Employer shall be  entitled
to  an  immediate Temporary Restraining Order and injunction against  the
Employee to prevent any such violations by the Employee.
     7.02.      Return  of Employer's Property.     Except  as  otherwise
provided  in this Agreement, on the termination of employment or whenever
requested by the Employer, the Employee shall immediately deliver to  the
Employer in good condition, ordinary wear and tear excepted, all property
in the Employee's possession or under the Employee's control belonging to
the Employer.
                   ARTICLE 8:  OBLIGATIONS OF EMPLOYER
     8.01.      Indemnification of Losses of Employee.  Except for losses
arising from the Employee's negligence or misconduct, the Employer  shall
indemnify  the  Employee for all losses sustained by the  Employee  as  a
direct result of the discharge of his duties required by this Agreement.
     8.02.     Working Conditions. The Employer will provide the Employee
with  a  private office, secretarial and stenographic services,  and  any
other  facilities and services as are suitable to the Employee's position
or required for the performance of his duties.
                         ARTICLE 9:  TERMINATION
     9.01.       Termination  by  Either  Party  Without  Cause.     This
Agreement  may  be  terminated by either party without  cause  by  giving
thirty (30) days' written notice of termination to the other party.  Such
termination shall not prejudice any remedy that the terminating party may
have at law or in equity.  Such termination "without cause" shall include
(a)  resignation of the Employee at the Employer's request at a time when
no cause for termination exists, and (b) termination by the Employee as a
result of a reduction in compensation or benefits (which is not a part of
a  prorata  reduction  in  executive compensation  or  benefits  for  the
Employer's  senior executives) or as a result of a significant  reduction
in  the  Employee's responsibilities, and such termination occurs  within
sixty   (60)  days  after  such  reduction.   Upon  any  other  voluntary
termination  by the Employee, all unvested stock options  and  all  other
benefits,  including severance pay, which might otherwise accrue  to  the
Employee  upon termination of this Agreement shall immediately  terminate
and be of no further force or effect.
     9.02.      Severance Pay. On termination of employment  by  Employer
without cause, and in addition to other compensation that may be  due  to
the  Employee as a result of such termination, the Employer shall make  a
cash  severance payment to the Employee in an amount equal to  three  (3)
month's  base  salary  (less  all amounts required  to  be  withheld  and
deducted.)   The  Employee shall receive additional severance  pay  under
this Paragraph based on the Employee's length of service and computed  at
the  rate  of one month's pay for every year of service, which length  of
service shall in no event extend beyond October 1, 1992.
     9.03.     Termination by Employer for Cause. The Employer may at its
option  immediately  terminate this Agreement "for  cause,"  which  shall
include resignation by the Employee at the Employer's request at  a  time
when  cause for termination exists, without prejudice to any other remedy
to  which the Employer may be entitled either at law, in equity, or under
this  Agreement, by giving written notice of termination to the Employee,
if  the  Employee:   (a)  Willfully breaches or habitually  neglects  the
duties  that the Employee is required to perform under the terms of  this
Agreement;  (b)  Willfully  violates  reasonable  and  substantial  rules
governing employee performance; (c) Refuses to obey reasonable orders  in
a  manner  that amounts to insubordination; (d) Commits clearly dishonest
acts  toward the Employer; (e) Engages in acts of disruption or  violence
such  as  unprovoked fighting; (f) Engages in conduct which is materially
injurious  to  the  Employer; or (g) Commits a felony  or  other  offense
involving  moral  turpitude.  Upon such termination, all  unvested  stock
<PAGE>
options  and  all  other benefits, including severance pay,  which  might
otherwise accrue to the Employee upon termination of this Agreement shall
immediately terminate and be of no further force or effect.
     9.04.     Termination Upon Sale or Change in Control of CRTM.    For
purposes of this section, "change in control" means the acquisition by  a
person  or  group,  as  defined in Section  13(d)(3)  of  the  Securities
Exchange Act of 1934, of beneficial ownership of twenty percent (20%)  or
more  of  CRTM's common stock (other than as a result of an  issuance  of
securities initiated by CRTM in the ordinary course of business), or as a
result  of,  or  in  connection with any cash tender or  exchange  offer,
merger,  or  other  business combination, sale of  assets,  or  contested
election,  or  any  combination of the foregoing  transactions,  and  the
persons  who were directors of CRTM before such transactions shall  cease
to  constitute  a  majority  of the Board of Directors  of  CRTM  or  any
successor  to CRTM.  Upon termination of this Agreement by Employer  upon
the  sale  or change in control of CRTM, the Employer shall cause  to  be
granted,  paid  and delivered to Employee, in addition to  other  amounts
that may be due the Employee under this agreement, all of the following:
          (a)   cash compensation equal to Employee's annual base salary,
     payable  in  biweekly  installments  over  the  twelve-month  period
     immediately following such termination, beginning on the  Employee's
     next regularly scheduled payday following the date of termination;
          (b)  cash compensation equal to Employee's annual car allowance
     provided under this Agreement, payable in monthly installments  over
     the  twelve-month  period  immediately following  such  termination,
     beginning on the first of the month immediately following  the  date
     of termination;
          (c)   a bill of sale to, and a transfer of the licenses for all
     software  residing  upon,  a  laptop or  a  home  desktop  computer,
     including  all  peripheral equipment used in  connection  therewith,
     belonging to the Employer or CRTM which is in the possession of  the
     Employee which is then being used by the Employee in the course  and
     scope  of  his  employment; in connection with  such  transfer,  the
     Employee  shall certify to the Employer that all trade  secrets  and
     other  confidential or sensitive information of  the  Employer  have
     been removed from the hard drive and memory of such equipment;
          (d)   continued maintenance by Employer, for the benefit of the
     Employee as if still employed, all employee benefits including group
     medical and dental, health and accident, disability, and group  life
     insurance  plans  for the twelve-month period immediately  following
     such  termination;  provided, however, the Company's  obligation  to
     continue  participation in these plans ends on the last day  of  the
     month in which the Employee becomes eligible to participate in  such
     benefits at any new place of employment.  However, the Employer will
     continue  to provide benefit continuation to the extent required  by
     federal law;
          (e)   an  assignment  of  any  key man  life  insurance  policy
     covering Employee which was in effect at the change in control, with
     the  premium  fully paid by the Employer for the twelve  (12)  month
     period  immediately  following  the  date  of  termination  of  this
     Agreement; and
          (f)   any  unvested portion of any Option held by the  Employee
     shall  immediately  vest and, in addition to any other  such  Option
     which  may  be held by the Employee, a further option (the "Option")
     to purchase 400,000 shares of common stock of CRTM (or successor) at
     a  purchase  price of seventy (70%) percent of the  average  trading
     price  of the Common Stock, as reported by NASDAQ, for the five  (5)
     trading  days immediately preceding the date the Option is  granted.
     The Option granted hereunder shall vest immediately upon issuance to
<PAGE>
     the  Employee  and  may be exercised in whole  or  in  part  by  the
     Employee at any time during a period of five (5) years following the
     date  of  termination under this Agreement.  The Employee shall  not
     have  any  of  the rights of, nor be treated as, a shareholder  with
     respect to the shares subject to this Option until the Employee  has
     exercised  the Option, delivery of the stock certificates  for  such
     shares  has  been made to the Employee, and the Employee has  become
     the  shareholder of record of such shares.  The Option shall not  be
     transferable  otherwise  than by will or the  laws  of  descent  and
     distribution, and the Option may be exercised, during  the  lifetime
     of  the  Employee,  only  by  him.  More particularly  (but  without
     limiting  the generality of the foregoing), the Option  may  not  be
     assigned,  transferred  (except  as  provided  above),  pledged,  or
     hypothecated  in  any way, shall not be assignable by  operation  of
     law,  and shall not be subject to execution, attachment, or  similar
     process.  Any attempted assignment, transfer, pledge, hypothecation,
     or  other  disposition  of  the Option contrary  to  the  provisions
     hereof,  and  the  levy  of any execution,  attachment,  or  similar
     process  upon the Option, shall be null and void and without effect.
     Within 30 days after such termination the Employer will cause to  be
     filed a Registration Statement with the SEC for registration of  the
     Common  Stock underlying all Options held by the Employee, and  will
     use  its  best efforts to have such Registration Statement  declared
     effective  at the earliest possible date.  The method of  exercising
     this  Option,  adjustment in the number of shares  of  Common  Stock
     underlying  such Option upon a change in capital structure  of  CRTM
     after  the date of termination of this Agreement, and the Employee's
     representation  as to investment intent, shall be  as  described  in
     paragraph 5.04 above.  The Option granted in this Paragraph is  also
     intended  not  to  qualify as an incentive stock Option  within  the
     meaning  of  Section 422 of the Internal Revenue Code  of  1986  and
     shall be so construed; and
          (g)  an additional amount necessary to put Employee in the same
     after-tax position as if no excise taxes imposed by Section 4999  of
     the  Internal Revenue Code ("Section 4999") had been imposed on  any
     payments which are contingent on a change in control and which equal
     or  exceed  three times Employee's average taxable compensation  for
     the prior five years or his period of employment.
     9.05.      Effect of Termination on Compensation.  In the  event  of
the termination of this Agreement prior to the completion of the term  of
employment specified in Article 1, the Employee shall be entitled to  the
compensation  earned  by  the Employee prior to  the  effective  date  of
termination as provided for in this Agreement, computed pro  rata  up  to
and including that date.  Except as otherwise provided in this Agreement,
the  Employee shall be entitled to no further compensation after the date
of termination.
     9.06.      Monies owed to Employer. To the extent that the  Employee
owes the Employer any monies at the time of termination of employment, or
to  the  extent  that  taxes are due on any of Employer's  benefits,  the
Employee authorizes the Employer to withhold such amounts from his  final
paycheck  or  severance payment(s), or from reimbursements or  any  other
monies due to the Employee.
                     ARTICLE 10:  GENERAL PROVISIONS
     10.01.     Notices.   All  notices or other communications  required
under  this  Agreement  may be effected either by  personal  delivery  in
writing or by certified mail, return receipt requested.  Notice shall  be
deemed  to  have  been given when delivered or mailed to the  parties  at
their respective addresses as set forth above or when mailed to the  last
address provided in writing to the other party by the addressee.
<PAGE>
     10.02.     Entirety  of Agreement.        Except  for  the  Employee
Invention,  Copyright and Secrecy Agreement heretofore  executed  by  the
Employee, this Agreement constitutes the entire understanding between the
parties   concerning   the   subject  matter  hereof.    No   agreements,
representations, or warranties other than those specifically set forth in
this Agreement shall be binding on any of the parties unless set forth in
writing and signed by both parties.  This Agreement supersedes all  other
prior  agreements, either oral or in writing, between  the  parties  with
respect  to  the employment of the Employee by the Employer and  contains
all  of the covenants and agreements between the parties with respect  to
such employment in any manner.  Each party to this Agreement acknowledges
that no inducements or promises, oral or otherwise, have been made by any
party, or anyone acting on behalf of any party, that are not embodied  in
this Agreement.
     10.03.     Modification.   This  Agreement  shall  not  be  amended,
modified,  or  altered in any manner except in a writing signed  by  both
parties.
     10.04.     Failure  to Enforce Not Waiver.          Any  failure  or
delay on the part of either the Employer or the Employee to exercise  any
remedy or right under this Agreement shall not operate as a waiver.   The
failure  of  either  party to require performance of any  of  the  terms,
covenants, or provisions of this Agreement by the other party  shall  not
constitute  a  waiver  of  any of the rights  under  the  Agreement.   No
forbearance  by  either party to exercise any rights or privileges  under
this  Agreement  shall  be  construed as a waiver,  but  all  rights  and
privileges  shall continue in effect as if no forbearance  had  occurred.
No  covenant or condition of this Agreement may be waived except  by  the
written  consent of the waiving party.  Any such written  waiver  of  any
term  of  this Agreement shall be effective only in the specific instance
and for the specific purpose given.
     10.05.     Law Governing Agreement. This agreement shall be governed
exclusively by and construed in accordance with the laws of the State  of
Texas.
     10.06.    Partial Invalidity. If any provision in this Agreement  is
held  by  a  court  of  competent jurisdiction to be  invalid,  void,  or
unenforceable,  the remaining provisions shall remain in full  force  and
effect,  as if this Agreement had been executed without any such  invalid
provisions having been included.
     10.07.     Assignment.    The Employer and the Employee  acknowledge
that the services to be rendered by the Employee under this Agreement are
unique  and personal.  Therefore, neither party may assign any rights  or
delegate any duties under this Agreement, without the other party's prior
written  consent.   If  either the Employer or  the  Employee  obtains  a
consent  to  an assignment of rights or delegation of duties,  rights  or
duties  under  this  Agreement shall inure only to  the  benefit  of  the
assignee  or  delagee named in the written instrument, and  such  consent
shall not be deemed as a general consent to assignment or delegation.
     Executed at Dallas, Texas, as of April 7, 1997.
EMPLOYER: Curtis Mathes Holding Corporation
          By:__/s/ Billy J. Robinson___________
                Billy J. Robinson, Vice President
EMPLOYEE: ___/s/ Pat Custer_________________