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                                                                Exhibit 10.10.2


                             As of January 9, 1997



Mr. Lawrence W. Schumann
3208 Riva Ridge Road
Austin, TX 78746

Dear Mr. Schumann:

     Reference is made to that certain letter agreement ("Termination
Agreement") dated March 24, 1993, as amended by the letter agreement dated as
of April 14, 1993, between you and TCC Industries, Inc., which makes certain
provisions in the event of the termination of your employment with the Company
(the "Company"). To provide you with further incentive to continue serving as
chief executive officer of the Company, the Board of Directors of the Company
has authorized certain modifications to the Termination Agreement, which are as
follows:

     A.   Paragraph numbered 1 of the Termination Agreement is amended so as to
read as follows:

          "1. In the event that you terminate your employment with the Company
     as a result of one or more of the following events (collectively, the
     "Terminating Events" and each a "Terminating Event"): (i) a Change in
     Control of the Company as defined in paragraph 6, below; (ii) a Change of
     Circumstances of either you or the Company as defined in paragraph 7,
     below; (iii) the Company ceases to do business; (iv) in the event (an
     "Insolvency Event") of the Company's bankruptcy, insolvency or any
     assignment for the benefit of creditors, or any other act by the Company
     to take advantage of any law providing for relief to debtors, provided
     that you terminate your employment with the Company within one year of the
     occurrence of one or more of the Terminating Events, you will be entitled
     to: (x) a lump-sum payment (the "Special Severance Payment") equal to the
     sum of (A) the highest one month's base salary in effect during the three
     year period immediately preceding such termination, multiplied by the
     number of full years you have then been employed by the Company or any
     affiliate of the Company, (B) any bonuses accrued but unpaid as of the
     effective date of termination, including, without limitation, an amount
     equal to (i) the amount that would have been earned under the TCC
     Industries, Inc. Annual Incentive Plan, as amended from time to time (the
     "AIP"), for the fiscal year in which such termination occurs had the
     Incentive Award (as defined in the AIP) for that year not been subject to
     being forfeited due to termination, i.e., you will be considered to have
     been employed for the entire such year, (ii) multiplied by a fraction the
     numerator of which is the number of days elapsed in such calendar year as
     of the date of such termination, and the denominator of which is 365 (such
     amount to be paid in the first quarter of the calendar year following the
     year in which such termination occurs), and (C) any other compensation
     owed to you by the Company as of the effective date of termination, and (y)
     fringe benefits for a period of one year following


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     such termination, such as health insurance, auto allowance, any premiums
     becoming due during such one year period with respect to any life
     insurance policy on your life for which the Company or an affiliate of the
     Company has previously made the premium payments, and payment for any
     unpaid vacation not taken and accrued as of such termination. Upon any
     such termination the Company shall take such action and otherwise
     cooperate with you in promptly causing the (1) beneficiary of such life
     insurance policy to be changed from the Company to someone designated by
     you, and (2) ownership of any such life insurance policy to be transferred
     to you, including the right to designate the beneficiary. In addition, any
     portion of any stock options granted by the Company which have not then
     vested shall become exercisable in full for a period of six months
     following the effective date of termination, or such lesser period as the
     option would have been exercisable had your employment with the Company
     not been terminated. Notwithstanding the foregoing, if the only
     Terminating Event that occurs is a Terminating Event specified in clause
     (iv) (relating to an Insolvency Event), then upon the voluntary
     termination by you of your employment as a result of such Insolvency
     Event, you shall be entitled to only one-half of the payments and benefits
     provided for in clauses (x) and (y) above. To the extent necessary, this
     letter shall constitute an amendment to any stock options granted to you
     by the Company such that the vesting and exercise provisions thereof shall
     be consistent with the first sentence of this paragraph 1. In the event of
     the occurrence of any of the Terminating Events and the voluntary
     termination of your employment by you within one (1) year of such
     Terminating Event you shall be deemed to have terminated your employment
     as a result of such Terminating Event; provided that if the Terminating
     Event specified in clause (iv) (being an Insolvency Event) occurs and one
     of the other Terminating Events specified in clauses (i), (ii) or (iii)
     also occurs, you shall be deemed to have terminated your employment as a
     result of such clause (i), (ii) or (iii), and not clause (iv)."

     B.   Paragraph numbered 2 of the Termination Agreement is amended so as to
read as follows:

     "2.  In the event that your employment with the Company is terminated by or
at the instance of the Company at any time and for any reason other than for
Cause, as defined in paragraph numbered 8 below, you will be entitled to the
Special Severance Payment, together with (a) fringe benefits for a period of
one (1) year following any termination as referenced in (y) in paragraph
numbered 1 above, (b) the assignment of life insurance policies and benefits
described in paragraph 1 above, and (c) the acceleration of vesting and
extension of date for exercise of stock options as described in paragraph
numbered 1 above."

     C.   Paragraph numbered 3 of the Termination Agreement is amended so as to
read as follows:

     "3.  The Company shall pay the Special Severance Payment to you within
fifteen calendar days of the effective date of your termination pursuant to
paragraph numbered 1 or paragraph numbered 2, whichever is applicable."



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     D.   Paragraph numbered 4 of the Termination Agreement is amended so as to
read as follows:

     "4.  As a condition to the Company's obligation to pay the Special
Severance Payment in the event of the voluntary termination by you of your
employment with the Company pursuant to paragraph numbered 1, you shall provide
written notice to the Company specifying the (i) effective date of the
termination, and (ii) which of the Terminating Events constitutes a reason for
your voluntary termination."

     E.   Paragraph numbered 5 of the Termination Agreement is amended so as to
read as follows:

     "5.  The obligations of the Company under this letter agreement are
undertaken in consideration of your many years of service to the Company and in
order to induce you to continue those services to the Company, and shall not
expire until the Company shall have paid and performed each of its obligations
to you following any termination of your employment, regardless of when such
termination occurs. The parties acknowledge that this letter agreement is
intended to be construed broadly and liberally in order to confer upon you the
specified benefits in the event of the termination of your employment."

     F.   Paragraph numbered 6 of the Termination Agreement is amended so as to
read as follows:

     "6.  Change in Control means: (i) the election of one or more individuals
     to the Board of Directors of the Company which results in one-third or
     more of the Directors of the Company being individuals who have not served
     as Directors for at least two years, unless such individuals have been
     elected or nominated as Directors by at least two-thirds of the Directors
     of the Company who have served for at least two years (or if you serve on
     the Board, by a simple majority, along with your vote in favor); (ii) the
     election of one or more individuals to the Board of Directors of the
     Company which results in a majority of the Directors of the Company being
     persons who are not Directors of the Company on January 9, 1997, (iii) the
     sale or other disposition (whether directly or indirectly, and whether by
     way of merger, consolidation, sale of assets or sale of stock of any
     entity affiliated with the Company) by the Company of both A.L. Investors,
     Inc. and Meyer Machine Company (subsidiaries of the Company), or the sale
     of all or substantially all of the assets of the Company, to any person
     (as such term is defined in the Securities Exchange Act of 1934), the
     consolidation of the Company with any person, or the merger of the Company
     with any person, as a result of which consolidation or merger the Company
     or an affiliate of the Company, as of the date of this letter agreement,
     is not the surviving entity; (iv) the sale or transfer of the common
     stock of the Company and/or any one or more of its shareholders, in one or
     more related or unrelated transactions, to one or more persons under
     circumstances whereby any person and its "affiliates" (as hereinafter
     defined) shall together own, after such 




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     sales and transfers, at least one-fourth of the outstanding shares, unless
     such sale or transfer has been approved in advance by three-fourths of the
     Directors of the Company who have been Directors of the Company for at
     least two years (or if you serve on the Board, by a simple majority of
     such Directors, along with your vote in favor); (v) the sale or transfer
     by the Company and/or one or more of its shareholders, in one or more
     related or unrelated transactions, to one or more persons under
     circumstances whereby any person and its affiliates shall own, after such
     sale or transfer, in excess of one-half of the outstanding shares of the
     Company; (vi) the issuance by the Company, in a single transaction or a
     series of related transactions including a merger or consolidation in
     which the Company is the surviving entity, of shares which constitute more
     than one-half of the shares of the Company, outstanding immediately prior
     to the first such transaction; or (vii) the liquidation of the Company. As
     used in this letter, an "affiliate" shall mean any person that, directly
     or indirectly, through one or more intermediaries, controls, or is
     controlled by, or is under common control with, any other person or who,
     by agreement (whether written or oral), is acting in concert with any such
     person."

     G.   Paragraph numbered 7 of the Termination Agreement is amended so that
the reference in said Paragraph to the "Dallas metropolitan area" shall
instead be to the "Austin metropolitan area".

     H.   The Termination Agreement is amended by adding thereto a new paragraph
numbered 11, which reads as follows:

     "11. The obligations of the Company to you under this letter agreement
     shall be independent of, and shall not be subject to, any condition,
     obligation or offset except as expressly set forth in this letter
     agreement. In particular, any obligation of the Company to pay any amount
     of money to you shall not be subject to offset against any liability or
     amount owed by you to the Company, except to the extent that either (i)
     you consent to the offset in writing at the time of the offset, (ii) the
     amount so offset has been reduced to final, nonappealable, judgment in
     favor of the Company against you in a court having jurisdiction or (iii)
     such liability or amount is owed by you to the Company as a result of a
     breach by you of any of your fiduciary duties to the Company. If any legal
     action or other proceeding, including an arbitration proceeding instituted
     pursuant to the next succeeding sentence, is brought for the enforcement
     of this letter agreement, or because of an alleged dispute, breach,
     default or misrepresentation in connection with any of the provisions of
     this letter agreement, the successful or prevailing party will be entitled
     to recover reasonable attorney's fees and other costs incurred in that
     action or proceeding, in addition to any other relief to which it or he
     may be entitled. Except in connection with seeking injunctive relief to
     which any party hereto may reasonably believe it or he is entitled
     hereunder, or as otherwise expressly provided for by this letter
     agreement, any dispute, controversy or claim arising out of or relating to
     this letter agreement, or the breach, termination or invalidity thereof,
     shall be settled by arbitration in accordance with the commercial
     arbitration rules of the American Arbitration Association as then in
     effect; provided, that the place of the arbitration shall



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     be Austin, Texas. Any award or determination entered in any arbitration
     initiated pursuant to this letter agreement shall be binding and
     conclusive on the parties, and shall be enforceable in any court having
     jurisdiction with respect to the matter. If it is ultimately determined in
     any such proceeding that the Company wrongfully withheld payment of any
     portion of the Special Severance Payment or other obligation of the
     Company to you under this letter agreement prior to such determination,
     then you shall be entitled to recover from the Company an amount equal to
     18% per annum on such amount, from the date such amount should have been
     paid until it is paid, and such recovery shall be in addition to such
     other sums to which you are entitled hereunder. Unless otherwise provided
     above, each Party shall pay its or his own expenses incurred in connection
     with a proceeding pursuant to this paragraph numbered 11."

     If you are in agreement with the foregoing, please so indicate by signing
the enclosed copy of this letter and returning the same to the undersigned.





                                        TCC Industries, Inc.


                                        By: /s/ FRANK W. DENIUS
                                           -----------------------------------
                                        Its: Secretary
                                            ----------------------------------


Agreed to as of the date of this letter.


/s/ LAWRENCE W. SCHUMANN
-----------------------------
Lawrence W. Schumann






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