EXHIBIT 10.3


                         EXECUTIVE EMPLOYMENT AGREEMENT


         THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is entered into as of
May 9, 2002 between Trans-Century  Resources,  Inc., a Delaware corporation (the
"Company"), and Mark D. Thomey ("Executive").

         1.  EMPLOYMENT.

                  (a) The Company hereby employs Executive, and Executive hereby
accepts  employment with the Company,  on the terms set forth in this Agreement.
This  Agreement  shall  be for an  initial  term  commencing  on the date of the
initial closing of the sale of the Company's Common Stock to the public pursuant
to the  Registration  Statement  on Form  SB-2  filed  with the  Securities  and
Exchange Commission on or about May ___, 2002 and ending December 31, 2003. This
Agreement may be renewed for  successive  terms of one year each upon the mutual
agreement  of  Executive  and the  Company  made prior to the end of the current
term.

                  (b)  Executive  is hereby  employed to serve as the  Company's
Executive Vice President,  Operations. Executive shall provide senior management
services and shall perform such duties relating thereto as may be determined and
assigned to Executive from time to time by the Company's Board of Directors,  to
whom Executive shall report.

                  (c) During the term of this Agreement,  Executive shall devote
his best efforts,  knowledge and skill and shall devote substantially all of his
working time and attention to the performance of his duties as aforesaid, except
during  such  periods as  Executive  shall be ill,  disabled,  or on vacation as
provided for by this Agreement.

                  (d)  Executive  agrees that,  at the request of the  Company's
Board of Directors, Executive will also perform services under this Agreement on
behalf of the Company for the Company's  direct and indirect  subsidiaries  of a
nature and scope  comparable  to the  services  required  of  Executive  by this
Agreement,  including  holding such  directorships  and offices of the Company's
direct and indirect subsidiaries to which Executive may be appointed.

         2.  PLACE OF  EMPLOYMENT.  Executive  shall be  afforded  an office and
support  services  commensurate  with  Executive's  position as President of the
Company.

         3.   COMPENSATION.   The  Company  shall  initially  pay  Executive  as
compensation  for  services  hereunder a base salary at the  annualized  rate of
$135,000 (the "Base  Salary").  Such Base Salary shall be paid  periodically  in
accordance  with  the  Company's  payroll  practices,   and  shall  be  reviewed
consistent  with the  Company's  salary  review  cycle  but in any event no less
frequently than annually.  Unless otherwise  specified herein, the Company shall
make such  deductions,  withholdings and other payments from all sums payable to



<PAGE>

Executive  pursuant  to this  Agreement  that  Executive  requests  or that  are
required by law for taxes and other  charges.  The payment of any bonus shall be
in the discretion of the Company.

         4. VACATION. Executive shall be entitled to four weeks of paid vacation
during each calendar year.

         5. BENEFITS.  The Company  agrees that  Executive  shall be entitled to
participate in all executive  employee benefit plans and perquisites  maintained
or provided by the Company.  In particular,  and not by way of limitation of the
foregoing,  the Company shall (a) provide  Executive  with health and disability
insurance  commensurate  with Executive's  position as Executive Vice President,
Operations of the Company,  (b) provide  Executive  with life  insurance,  in an
amount of approximately 2.5 times the annual salary, the proceeds of which shall
be payable to  Executive's  estate or to such  beneficiaries  as  Executive  may
designate (it being agreed that if this Agreement shall terminate for any reason
Executive shall have the right to maintain or convert said insurance  policy and
to thereafter make all required payments thereon).

         6.  EXPENSES.  The  Company  shall pay for or  reimburse  Executive  in
accordance with the Company's  standard  policies for  reimbursement of expenses
incurred by its  executive  officers for all  expenses  incurred by Executive in
performing  Executive's services and carrying out Executive's duties pursuant to
this Agreement.

         7.  TERMINATION.

                  (a)  TERMINATION IN GENERAL.  This Agreement may be terminated
prior to the  expiration  of the  initial  term or any  renewal  term  hereof as
follows:

                           (i)  by the Company  upon a  determination  by the
Board of  Directors  of the  Company  that Cause (as  defined  below)  exists to
terminate the Agreement; or

                           (ii)  by  Executive  with  Good  Reason  (as  defined
below); or

                           (iii)  by the  Company  upon a  determination  by the
Board of Directors of Executive's
Disability (as defined below); or

                           (iv)     upon the death of Executive.

                  (b)  PAYMENTS UPON TERMINATION.

                           (i)  If  Executive  is  terminated  for  Cause,  then
Executive  shall  not be  entitled  to  receive  severance  or  other  benefits;
provided,  however,  the  Company  shall  pay  Executive  his then  Base  Salary
compensation, then due and payable through the date of such termination, and any

                                       2
<PAGE>

unused  accrued  vacation  through,   and  any  unpaid   reimbursable   expenses
outstanding as of, the date of termination.

                           (ii) If the Company terminates Executive's employment
other than for Cause or if Executive terminates his employment with Good Reason,
then  Executive  shall  be  entitled  to  receive  from the  Company  a lump sum
severance  payment in an amount  equal to one year's then current Base Salary of
Executive;  provided,  however, that if Executive terminates employment for Good
Reason  upon a reduction  in his salary,  then such  severance  amount  shall be
calculated  using  Executive's  Base  Salary  prior to the  salary  reduction(s)
triggering  Good Reason.  The Company shall also provide  Executive  with health
benefits  equal to and under the same terms as such  benefits  were  provided to
Executive  immediately  prior to termination,  or pay premiums for such benefits
required of Executive  under COBRA,  29 U.S.C.  ss. 1161,  et seq.  (hereinafter
"Benefit  Continuation"),  for a period of three (3)  months or until  Executive
receives  comparable  benefits  from any other source,  whichever  occurs first.
Nothing  contained  herein shall  interfere with  Executive's  right to purchase
continuation  coverage  under  COBRA.  Following  the  Company's  payment of the
severance  payment  and  Benefit  Continuation,  Executive's  rights  under  the
Agreement shall immediately terminate;  provided,  however, Executive shall also
be entitled to receive any unused accrued vacation and any previously earned and
unpaid Base Salary, through, and any unpaid reimbursable expenses outstanding as
of the date of the termination. In addition, the Company shall provide Executive
with such other  benefits as the Company then  provides in  accordance  with its
then effective outplacement plan to similarly situated Executives of the Company
upon termination.

                           (iii) If  Executive's  employment  with  the  Company
terminates  as  a  result  of  death  or  disability,   then  Executive  or  his
beneficiaries  shall not be entitled  to receive  severance  or other  benefits,
except for those,  if any, as may then be established  and applicable  under the
Company's severance and benefits plans and policies existing at the time of such
termination.  In such case, the Company shall pay Executive or his beneficiaries
any  previously  earned and unpaid  through,  Base  Salary,  any unused  accrued
vacation through,  and any unpaid reimbursable  expenses  outstanding as of, the
date of termination. Any benefits to which Executive or his beneficiaries may be
entitled under any applicable plans and programs in which Executive participated
as an employee of the Company, shall be determined as of the date of termination
in accordance with the terms of such plans and programs.

                           (iv)  If  Executive's  employment  with  the  Company
terminates  upon a Change in Control of the  Company  (as  defined  below)  then
Executive  shall be  entitled to receive  from the Company a lump sum  severance
payment in an amount equal to two year's then current Base Salary of  Executive.
The Company shall also provide Executive with Benefit  Continuation for a period
of three (3) months or until  Executive  receives  comparable  benefits from any
other source,  whichever  occurs first.  Following the Company's  payment of the


                                       3
<PAGE>

severance  Payment  and  Benefit  Continuation,  Executive's  rights  under  the
Agreement shall immediately terminate,  provided,  however, Executive shall also
be entitled to receive any unused accrued vacation and any previously earned and
unpaid Base Salary, through, and any unpaid reimbursable expenses outstanding as
of the date of the termination. In addition, the Company shall provide Executive
with such other  benefits as the Company then  provides in  accordance  with its
then effective outplacement plan to similarly situated Executives of the Company
upon termination.

                  (b) DEFINITION OF CAUSE.  For purposes of this Agreement,  the
term "Cause" is defined as any one or more of the following occurrences:

                           (i)  the failure of Executive to render  services to
the Company in  accordance  with the  Company's  assigned  duties,  as described
herein,  if such failure to render services to the Company remains uncured for a
period of thirty (30) business days following  delivery of notice by the Company
to Executive identifying the basis of such failure;

                           (ii) the  conviction of Executive of a felony under
the laws of the United  States or any State  thereof or any  similar  conviction
under the laws of a foreign country;

                           (iii) the commission of an act of fraud or
embezzlement;

                           (iv) the commission of an act of gross  misconduct or
gross  negligence  which results or might  reasonably be expected to result in a
loss, damage or injury to the Company;

                           (v)  any  act  by  Executive  in violation  of  the
"Business  Practices  Policy"  or the  "Employees'  Outside  Business  Interests
Policy" attached as Exhibit A and Exhibit B hereto, respectively;

                           (vi) any  material breach by Executive  of the  terms
of  this  Agreement  or the  provisions  of  the  Company's  general  employment
policies, which breach remains uncured for a period of thirty (30) business days
following  delivery  of notice  by the  Company  to  Executive  of such  breach;
provided, that, such cure period shall not be required for a breach which by its
nature cannot be cured; or

                           (vii)  Executive's  commencement  of employment  with
another  employer  while he is an employee  of the  Company  without the express
prior written consent of the Company.

                  (c)  DEFINITION  OF CHANGE IN  CONTROL.  For  purposes of this
Agreement,  the term "Change in Control" shall mean any transaction or series of
transactions  which result in a person or affiliated  group of people  obtaining


                                       4
<PAGE>

ownership or control of fifty  percent or more of the voting  securities  of the
Company or the  election  of a majority of the Board of  Directors  who were not
part of the management nominated slate of directors.

                  (d) DEFINITION OF GOOD REASON. For purposes of this Agreement,
the  term  "Good  Reason"  is  defined  as any  one  or  more  of the  following
occurrences  that remains uncured for ten (10) business days following  delivery
of notice  to the  Company  identifying  the  specific  grounds  for such  "Good
Reason":

                           (i)  a reduction in Executive's Base Salary of twenty
percent  (20%) or more without the prior  consent of  Executive  (other than any
base  salary  reduction,  not  specifically  directed  at  Executive,   that  is
implemented  generally  with  respect to  similarly  situated  employees  of the
Company); or

                           (ii) a material  reduction  in  benefits  that are
otherwise  offered to  similarly  situated  employees  of the Company  generally
(other than any material reduction in benefits that is attributable to Executive
or any third party  provider of benefits or any material  reduction in benefits,
not  specifically  directed at Executive,  that is  implemented  generally  with
respect to similarly situated employees of the Company); or

                           (iii) a materially  adverse  reduction in Executive's
duties or responsibilities not agreed to by Executive; or

                           (iv) a relocation of Executive's  place of employment
to a location  more than fifty (50) miles from  Executive's  place of employment
prior to the relocation without the consent of Executive; provided, however that
reasonable   travel  in  the  course  of  performing   Executive's   duties  and
responsibilities under this Agreement shall not constitute "Good Reason."

                  (e) DEFINITION OF DISABILITY.  For purposes of this Agreement,
the term "Disability" means the inability of Executive to perform  substantially
all of the duties  required of Executive by this Agreement by reason of physical
or mental incapacity for a period of six consecutive months, or a period of more
than 270 days in the aggregate in any eighteen-month period.

         8.   COMPETITION; CONFIDENTIALITY.

                  (a) Executive shall not, directly or indirectly:

                           (i)  during the term of this Agreement  engage or be
interested, whether as owner, partner, consultant, employee, agent or otherwise,
in any  business,  activity  or  enterprise  which  is in  competition  with the
Company's business, or

                                       5
<PAGE>

                           (ii)  neither  during the term of this  Agreement  or
thereafter,  except  on  behalf  of the  Company  in the  regular  course of the
Company's business, use, divulge, furnish or make accessible to any third person
or  organization  any  confidential  or proprietary  information  concerning the
Company or its business, except to the extent required by law, and provided that
information  now  or  hereafter  in  the  public  domain  shall  not  be  deemed
confidential or proprietary information.

                  (b) Executive  acknowledges  that inasmuch as the Company will
suffer  immediate  and  irreparable  harm in the  event he  breaches  any of his
obligations  under this  Agreement  and inasmuch as the Company will not have an
adequate  remedy at law,  the Company  will,  in  addition  to any other  remedy
available  at law or in  equity,  be  entitled  to  temporary,  preliminary  and
permanent  injunctive relief and a decree for specific  performance of the terms
and  provisions  of  this  Agreement  in the  event  of  Executive's  breach  or
threatened  or attempted  breach  hereof,  without the  necessity of showing any
actual damage or posting bond or furnishing other security.

         9.  NOTICES. Any notice or other communication required or permitted to
be given  hereunder  shall be in  writing  and shall be deemed to have been duly
given (a) when personally  delivered,  (b) on the business day following deposit
of such  notice  with a  reputable  overnight  courier  service,  or (c) sent by
certified mail, return receipt requested, postage prepaid, as follows:

         9. NOTICES. Any notice or other communication  required or permitted to
be given  hereunder  shall be in  writing  and shall be deemed to have been duly
given (a) when personally  delivered,  (b) on the business day following deposit
of such  notice  with a  reputable  overnight  courier  service,  or (c) sent by
certified mail, return receipt requested, postage prepaid, as follows:

                  If to the Company:

                  Chairman of the Board of Directors
                  Trans-Century Resources, Inc
                  Westpark III- Suite 200
                  8140 N. Mopac
                  Austin, TX 78759

                  If to Executive:

                  Mark D. Thomey
                  Trans-Century
                  Westpark III- Suite 200
                  8140 N. Mopac
                  Austin, TX 78759

                  Either party may change such party's address  for the  purpose
of this Section 9 by written notice similarly given.

         10.  SEVERABILITY.  If any provision of this Agreement shall be held to
be invalid or  unenforceable,  such provision shall be construed and enforced to
the  extent  possible  as if it had  been  more  narrowly  drawn so as not to be


                                       6
<PAGE>

invalid or  unenforceable,  and such  invalidity or  unenforceability  shall not
affect or render invalid or unenforceable any other provision of this Agreement.

         11. ENTIRE AGREEMENT.  This Agreement sets forth the parties' final and
entire agreement, and supersedes any and all prior understandings,  with respect
to the subject matter hereof.

         12. ASSIGNMENT; RATIFICATION OF AGREEMENT. No right or obligation under
this  Agreement  may be assigned or delegated by either the Company or Executive
without  the  prior  written  consent  of the  other  party,  and any  purported
assignment or  delegation  of any such right or obligation  without such consent
shall be null and void.

         13.  INDEMNIFICATION.  The Company shall indemnify and defend Executive
and hold  Executive  harmless to the  maximum  extent  permitted  by law against
claims,  judgments,  fines,  amounts paid in settlement and reasonable expenses,
including reasonable attorneys' fees, incurred by Executive,  in connection with
the defense of, or as a result of any action or  proceeding  (or any appeal from
any action or proceeding) in which Executive is made or is threatened to be made
a party by reason of  Executive's  acts or omissions in the  performance  of his
services  hereunder,  if  Executive  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company, regardless of whether such action or proceeding is one brought by or in
the right of the Company to procure a judgment in the Company's  favor, or other
than by or in the right of the Company,  provided that the Company shall have no
obligation  to so indemnify  Executive if it shall be  determined  by a court of
competent jurisdiction that Executive's actions were violations of either of the
Policies,  or were felonies or illegal  activities  involving  moral  turpitude,
including,  without limitation,  dishonesty,  fraud, and other  business-related
crimes. The rights of Executive pursuant to this Section 13 shall be in addition
to and not in derogation  of any other rights of  indemnification,  defense,  or
being held  harmless  to which  Executive  may be  entitled  pursuant  to law or
otherwise.

         14. NO WAIVER.  No failure or delay by either party in  exercising  any
right,  option,  power or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial  exercise  thereof preclude any other or further
exercise  thereof,  or the  exercise  of  any  other  right,  option,  power  or
privilege.

         15. AMENDMENT. This Agreement can only be amended, waived or terminated
by a writing signed by both the Company and Executive.

         16.  APPLICABLE  LAW. This Agreement shall be governed by and construed
and  interpreted  in  accordance  with the  internal  law of the State of Texas,
without reference to its rules as to conflicts of law.


                                       7
<PAGE>

         17. HEADINGS.  The section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

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

                                            The Company:


                                            TRANS-CENTURY RESOURCES, INC.

                                            By:      /s/ Mary W. Patterson
                                                     ---------------------
                                            Title:   President



                                            Executive:


                                                     /s/ Mark D. Thomey
                                                     --------------------
                                                     Mark D. Thomey



















                                       8
<PAGE>




                                    EXHIBIT A

                            BUSINESS PRACTICES POLICY


                                 NEED FOR POLICY

         Trans-Century Resources,  Inc., maintains certain policies to guide its
employees with respect to standards of conduct  expected in areas where improper
activities could damage the Company's reputation and otherwise result in serious
adverse  consequences to the Company and to employees and consultants  involved.
The purpose of this Policy is to affirm, in a comprehensive statement,  required
standards of conduct and practices with respect to certain types of payments and
political contributions. Insensitivity to or disregard of the principles of this
Policy will be grounds for appropriate disciplinary action.

                               STATEMENT OF POLICY

PROHIBITION OF IMPROPER PAYMENTS

         The Company expects all employees to use only  legitimate  practices in
commercial  operations.  As stated below,  "kickbacks"  or "bribes"  intended to
induce or reward favorable buying decisions are unacceptable and prohibited.

         No employee of the Company  acting on the Company's  behalf  shall,  in
violation of any applicable  law,  offer or make directly or indirectly  through
any other  person or firm,  any  payment  of  anything  of value (in the form of
compensation, gift, contribution or otherwise) to any person or firm employed by
or acting for or on behalf of any customer, whether private or governmental, for
the purpose of inducing or rewarding any favorable action by the customer in any
commercial transaction;  or any governmental entity, for the purpose of inducing
or rewarding  action (or withholding of action) by a governmental  entity in any
governmental matter;

         In utilizing  consultants,  agents, sales representatives or other, the
Company  will  employ  only  reputable,  qualified  individuals  or firms  under
compensation  arrangements  which are  reasonable  in relation  to the  services
performed.

         The  provisions  of this  section are not intended to apply to ordinary
and  reasonable  business  entertainment  or  gifts  not of  substantial  value,
customary in local business relationships and not violative of law as applied in
that environment. When customer organizations,  governmental agencies, or others
have published  policies intended to provide guidance with respect to acceptance
of entertainment,  gifts, or other business courtesies by their employees,  such
policies shall be respected.




                                       9
<PAGE>




                          RESPONSIBILITY AND AUTHORITY

MANAGEMENT RESPONSIBILITY AND CONSULTATION

         Each  cognizant  manager  is  responsible  for  taking  timely  action,
including  remedial action as may be necessary,  in response to any matter which
arises under this Policy.

         The manager will be expected to seek the counsel and guidance of higher
management as circumstances may require.

REPORTS

         Any employee who acquires information (for example,  newspaper reports,
reports from  customers,  or statements of individuals  involved) that gives the
employee  reason to believe  that any employee or  consultant  to the company is
engaged in conduct forbidden by this Policy,  or that any sales  representative,
distributor or other person or firm  representing the Company in any transaction
is  engaged  in the  type  of  conduct  (whether  or not  in  connection  with a
transaction  involving the Company or its products)  which,  if engaged in by an
employee of the Company,  would violate this Policy,  will promptly  report such
information to the employee's manager.

         Any manager  receiving a report as cited above will promptly report the
matter  to  higher   management   and   thereafter   will,   after   appropriate
investigation,  take timely  remedial  or other  action as  warranted  under the
provisions of this Policy.






                                       10
<PAGE>



                                    EXHIBIT B

                  EMPLOYEES' OUTSIDE BUSINESS INTERESTS POLICY


                                 NEED FOR POLICY

         In order to  preserve  the  common  corporate  interests  in  continued
efficient and profitable  operation and protect the Company's and its employees'
reputation for integrity, a statement of policy is needed to:

          o    define  clearly  the  rights  and   responsibilities  of  Company
               employees in their direct or indirect business relationships with
               outside individuals, companies, and organizations;

          o    establish an effective  procedure for disclosure of  transactions
               or situations in which there may be actual or potential conflicts
               with the Company's interests; and

          o    assign  responsibility  and corresponding  authority to determine
               the propriety and  appropriate  disposition of any case of actual
               or  potential  conflicts  of  interests  which may be reported or
               otherwise disclosed.

                               STATEMENT OF POLICY

         It is the policy of Company to  recognize  and respect the right of its
employees to engage in outside  financial,  business or other  activities  which
they may deem proper and  desirable  provided that such outside  activities  are
legal, do not impair or interfere with the conscientious  performance of Company
duties,  do not involve the misuse of the  Company's  influence,  facilities  or
other resources,  and do not reflect discredit upon the good name and reputation
of the Company.

         Accordingly,  for all business  relationships with outside individuals,
companies, and organization and for all personal business undertakings,  Company
employees should:

          o    act in accordance with the law,  established  Company  standards,
               and their own good consciences;

          o    consider  the  rights,  interests  and  responsibilities  of  the
               Company,  the outside  individuals,  companies and organizations,
               and themselves;

                                       11
<PAGE>

          o    protect  their own  reputations  and interests of the Company and
               its controlled affiliates against actual or potential conflicting
               interests with outside parties; and

          o    avoid  personal  transactions  or  situations  in which their own
               interests conflict or might be construed to conflict
                  with those of the Company or any of its controlled affiliates.

         In this connection, every employee shall disclose promptly, in writing,
any personal  situation or  transaction  which is or may be in conflict with the
intent of this Policy. Disclosures shall be made to immediate managers.

         A copy of this  Policy  shall be given to each person  engaged  for, or
transferred  to, a position  in which the  incumbent  would  influence:  (1) the
conduct of Company business transactions,  or (2) the custody, protection or use
of Company  facilities,  materials  or other  resources,  including  proprietary
information. Each such employee shall be requested to acknowledge in writing his
or her  understanding  of the Policy and to disclose  at that time any  personal
situation which is or may be in conflict therewith.

                          RESPONSIBILITY AND AUTHORITY

         Responsibility,   with  commensurate  authority  for  interpreting  and
implementing  the  provisions  of this Policy and for obtaining  compliance,  is
placed with individual managers.

                            RESERVATIONS OF AUTHORITY

         Since acceptance by an employee of a position as an officer or director
of an outside  business concern may entail important legal and business risks to
the Company and the individual involved,  it is desirable that employees refrain
from accepting such positions except where the propriety of their  participation
has been clearly established.

                  OUTSIDE BUSINESS IN WHICH POSITION AS OFFICER
                            OR DIRECTOR WILL BE HELD

          o    Corporations or other business  organizations in which service of
               a Company  employee as an officer or director could reasonably be
               interpreted  by  others  as   representation   of   Trans-Century
               Resources,  Inc.  or could  entail  legal or other  risks for the
               company: Requires approval by the Board of Directors.

          o    Small local or family  businesses  in which  service of a Company
               employee  could  not  reasonably  be  interpreted  by  others  as
               representation  of  Trans-Century  Resources,  Inc.  or does  not


                                       12
<PAGE>

               entail legal or other risks to the Company:  Requires approval by
               cognizant company officer or manager reporting to an officer with
               the limitation that the approval authority must be one over one.

         The individual  approving the acceptance of a position as an officer or
director of an outside  business  concern should  consider the  desirability  or
necessity of periodic reviews to determine  whether  continuance of the approval
is appropriate.






















                                       13