EXHIBIT 10.13

                              TERMINATION AGREEMENT

               THIS AGREEMENT, made and entered into as of August 15, 1996, is
by and between TECH-SYM CORPORATION, a Nevada corporation (the "Company"), and
BRUCE H. NELSON (the "Employee").

                              W I T N E S S E T H:

               WHEREAS, Employee presently serves the Company or one or more of
its subsidiaries as a senior executive officer; and

               WHEREAS, the services of Employee and Employee's business
experience and knowledge are of great value to the Company; and

               WHEREAS, the Company considers it prudent to enter into this
Agreement with employee in order to ensure Employee's continued services and
managerial guidance, to receive the benefits of Employee's business knowledge
and experience and to define the nature and terms of Employee's termination
benefits following a "change in control of the Company," as hereinafter defined;

               NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements herein contained, the Company and Employee
hereby agree as follows:

        1. TERM. This Agreement shall commence on the date hereof and shall
continue until December 31, 1996; provided, however, that commencing on January
1, 1997 and on each January 1st thereafter, the term of this Agreement shall
automatically be extended for one additional year unless at least 90 days prior
to such January 1st date, the Company shall have given written notice to
Employee of the termination of this Agreement as of the December 31 next
following the January 1st in respect of which such notice is given by the
Company; and provided further, that this Agreement shall automatically terminate
in all events on the earlier of Employee's death or 65th birthday if it has not
been earlier terminated as provided above. Termination of this Agreement after a
change in control of the Company shall not alter or impair the rights of
Employee arising hereunder prior to such termination.

        2. CHANGE IN CONTROL. For purposes of this Agreement, a "change in
control of the Company" shall be deemed to have occurred upon, and shall mean.

               (a) The acquisition by any individual, entity or group (within
        the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
        Act of 1934, as amended (the "Exchange Act") (a "Person"), of beneficial
        ownership (within the meaning of Rule 13d-3 promulgated under the
        Exchange Act) of 25% or more of either (i) the then outstanding shares
        of Common Stock of the Company (the "Outstanding Company Common Stock")
        or (ii) the combined voting power of the then outstanding voting
        securities of the Company entitled to vote generally in the election of
        directors (the "Outstanding 
<PAGE>
        Company Voting Securities"); provided, however, that the following
        acquisitions shall not constitute a Change of Control: (w) any
        acquisition directly from the Company (excluding an acquisition by
        virtue of the exercise of a conversion privilege), (x) any acquisition
        by the Company, (y) any acquisition by any employee benefit plan(s) (or
        related trust(s)) sponsored or maintained by the Company or any
        corporation controlled by the Company or (z) any acquisition by any
        corporation pursuant to a reorganization, merger or consolidation, if,
        immediately following such reorganization, merger or consolidation, the
        conditions described in clauses (i), (ii) and (iii) of subsection (c) of
        this Section 2 are satisfied;

               (b) Individuals who, as of the date hereof, constitute the
        Company's Board of Directors (the "Incumbent Board"), cease for any
        reason to constitute at least a majority of the Company's Board of
        Directors, PROVIDED, HOWEVER, that any individual becoming a director
        subsequent to the date hereof whose election, or nomination for election
        by the Company's stockholders, was approved by a vote of at least a
        majority of the directors then comprising the Incumbent Board shall be
        considered as though such individual were a member of the Incumbent
        Board, but excluding, for this purpose, any such individual whose
        initial assumption of office occurs as a result of either (i) an actual
        or threatened election contest (as such terms are used in Rule 14a-11 of
        Regulation 14A promulgated under the Exchange Act), or an actual or
        threatened solicitation of proxies or consents by or on behalf of a
        Person other than the Company's Board of Directors or (ii) a plan or
        agreement to replace a majority of the members of the Company's Board of
        Directors then comprising the Incumbent Board; or

               (c) Approval by the stockholders of the Company of a
        reorganization, merger or consolidation, in each case unless,
        immediately following such reorganization, merger or consolidation, (i)
        more than 60% of, respectively, the then outstanding shares of common
        stock of the corporation resulting from such reorganization, merger or
        consolidation and the combined voting power of the then outstanding
        voting securities of such corporation entitled to vote generally in the
        election of directors is then beneficially owned, directly or
        indirectly, by all or substantially all of the individuals and entities
        who were the beneficial owners, respectively, of the Outstanding Company
        Common Stock and Outstanding Company Voting Securities immediately prior
        to such reorganization, merger or consolidation in substantially the
        same proportions as their ownership, immediately prior to such
        reorganization, merger or consolidation, of the Outstanding Company
        Common Stock and Outstanding Company Voting Securities, as the case may
        be, (ii) no Person (excluding the Company, any employee benefit plan(s)
        (or related trust(s)) of the Company and/or its subsidiaries or such
        corporation resulting from such reorganization, merger or consolidation
        and any Person beneficially owning, immediately prior to such
        reorganization, merger or consolidation, directly or indirectly, 25% of
        more of the Outstanding Company Common Stock or Outstanding Company
        Voting Securities, as the case may be) beneficially owns, directly or
        indirectly, 25% or more of, respectively, the then outstanding shares of
        common stock of the corporation resulting from such reorganization,
        merger or consolidation or the combined voting power of the then
        outstanding voting securities of such corporation entitled to vote
        generally in the 

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<PAGE>
        election of directors and (iii) at least a majority of the members of
        the board of directors of the corporation resulting from such
        reorganization, merger or consolidation were members of the Incumbent
        Board at the time of the execution of the initial agreement providing
        for such reorganization, merger or consolidation; or

               (d) Approval by the stockholders of the Company of (i) a complete
        liquidation or dissolution of the Company or (ii) the sale or other
        disposition of all or substantially all of the assets of the Company,
        other than to a corporation, with respect to which immediately following
        such sale or other disposition, (A) more than 60% of, respectively, the
        then outstanding shares of common stock of such corporation and the
        combined voting power of the then outstanding voting securities of such
        corporation entitled to vote generally in the election of directors is
        then beneficially owned, directly or indirectly, by all or substantially
        all of the individuals and entities who were the beneficial owners,
        respectively, of the Outstanding Company Common Stock and Outstanding
        Company Voting Securities immediately prior to such sale or other
        disposition in substantially the same proportion as their ownership,
        immediately prior to such sale or other disposition, of the Outstanding
        Company Common Stock and Outstanding Company Voting Securities, as the
        case may be, (B) no person (excluding the Company and any employee
        benefit plan (or related trust) of the Company or such corporation and
        any Person beneficially owning, immediately prior to such sale or other
        disposition, directly or indirectly, 25% or more of the Outstanding
        Company Common Stock or Outstanding Company Voting Securities, as the
        case may be) beneficially owns, directly or indirectly, 25% or more of,
        respectively, the then outstanding shares of common stock of such
        corporation and the combined voting power of the then outstanding voting
        securities of such corporation entitled to vote generally in the
        election of directors and (C) at least a majority of the members of the
        board of directors of such corporation were members of the Incumbent
        Board at the time of the execution of the initial agreement or action of
        the Company's Board of Directors providing for such sale or other
        disposition of assets of the Company.

        3 . TERMINATION FOLLOWING CHANGE IN CONTROL. If a change in control of
the Company occurs while Employee is employed by the Company, Employee shall be
entitled to the benefits provided in Section 4 hereof if during the Termination
Period (as hereinafter defined) Employee becomes disabled or Employee's
employment is terminated, unless such termination is (a) due to Employee's
death, (b) by the Company for Cause or Employee's Disability or (c) by Employee
for other than Good Reason. For purposes of this Agreement, the "Termination
Period" shall mean the period of time beginning with the change in control of
the Company and ending on the earlier to occur of Employee's 65th birthday or
the third anniversary of such change in control of the Company.

               (i) DISABILITY. If, as a result of Employee's incapacity due to
        physical or mental illness, Employee shall have been absent from
        Employee's duties with the Company on a full-time basis for 150
        consecutive calendar days, and within 30 days after written Notice of
        Termination (as defined hereinafter) Employee shall not have returned to
        the full-time performance of Employee's duties, the Company may
        terminate Employee's employment 

                                       3
<PAGE>
        for "Disability"; provided, however, a termination of Employee's
        employment for Disability for purposes of this Agreement shall not alter
        or impair Employee's rights as a "disabled employee" under any of the
        Company's employee benefit plans.

               (ii) CAUSE. The Company may terminate Employee's employment for
        Cause. For the purposes of this Agreement, the Company shall have
        "Cause" to terminate Employee's employment hereunder only upon (A) the
        willful and continued failure by Employee to perform substantially
        Employee's duties with the Company, other than any such failure
        resulting from Employee's incapacity due to physical or mental illness,
        which continues unabated after a demand for substantial Performance is
        delivered to Employee by the Board of Directors of the Company (the
        "Board") that specifically identifies the manner in which the Board
        believes that Employee has not substantially performed Employee's duties
        or (B) Employee willfully engages in gross misconduct materially and
        demonstrably injurious to the Company. For purposes of this paragraph,
        an act or failure to act on Employee's part shall be considered
        "willful" if done or omitted to be done by Employee otherwise than in
        good faith and without reasonable belief that Employee's action or
        omission was in the best interest of the Company. Notwithstanding the
        foregoing, Employee shall not be deemed to have been terminated for
        Cause unless and until there shall have been delivered to Employee a
        copy of a resolution duly adopted by the affirmative vote of not less
        than three-quarters of the entire membership of the Board, including at
        least 50% of the "continuing directors," as hereinafter defined, at a
        meeting of the Board called and held for the purpose (after reasonable
        notice to Employee and an opportunity for Employee, together with
        Employee's counsel, to be heard before the Board), finding that in the
        good faith opinion of the Board Employee was guilty of conduct set forth
        in clauses (A) or (B) of the first sentence of this subsection (ii) and
        specifying the particulars thereof in reasonable detail. The term
        "continuing director" shall mean an individual who was a member of the
        Board elected by the public stockholders prior to the time of the change
        in control of the Company or the individual recommended to succeed a
        continuing director by a majority of continuing directors.

                (iii) GOOD REASON. Employee may terminate Employee's employment
        for Good Reason. For purposes of this Agreement "Good Reason" shall
        mean:

               (A) without Employee's express written consent, Employee is
               assigned any duties inconsistent with Employee's positions,
               duties, responsibilities and status with the Company immediately
               prior to a change in control of the Company, or a change in
               Employee's reporting responsibilities, titles or offices as in
               effect immediately prior to a change in control of the Company,
               or any removal of Employee from or any failure to re-elect or
               appoint Employee to any of such responsibilities, titles, offices
               or positions, except in connection with the termination of
               Employee's employment for Cause or Disability, or as a result of
               Employee's death, or by Employee for other than Good Reason;

               (B) a reduction in Employee's annual rate of base salary as in
               effect immediately prior to the change in control of the Company
               or as the same may be 

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<PAGE>
               increased from time to time thereafter (referred to hereinafter
               as the "Base Salary");

               (C) a failure by the Company to continue the Company's Incentive
               Bonus Plan as the same may be modified from time to time, but
               substantially in the form in effect immediately prior to the
               change in control of the Company (the "Bonus Plan"), or a failure
               by the Company to continue Employee as a participant in the Bonus
               Plan in at least the same amount (the "Bonus Amount" ) as the
               average annual amount paid or payable to Employee with respect to
               the two full calendar years immediately preceding a change in
               control of the Company or with respect to such shorter period
               during which the Employee has been employed by the Company (bonus
               amounts related to less than a full year shall be annualized);

               (D) the failure by the Company to continue in effect any other
               employee benefit or compensation plan program or policy, in which
               Employee is participating immediately prior to a change in
               control of the Company, unless the Company establishes such new
               plans, programs or policies as is necessary to provide Employee
               with substantially comparable benefits; the taking of any action
               by the Company not required by law that would adversely affect
               Employee's participation in or reduce Employee's benefits under
               any of such plans, programs or policies or deprive Employee of
               any fringe benefit enjoyed by Employee immediately prior to the
               change in control of the Company;

               (E) the relocation of the Company's principal executive offices
               to a location outside the greater Houston area, or the Company's
               requiring Employee to relocate anywhere other than the location
               of the Company's principal executive offices except for required
               travel on the Company's business to an extent substantially
               consistent with Employee's business travel obligations
               immediately prior to the change in control of the Company;

               (F) the amendment, modification or repeal of any provision or the
               Certificate of Incorporation, as amended, or the Bylaws of the
               Company which was in effect immediately prior to such change in
               control of the Company, if such amendment, modification or repeal
               would materially adversely effect Employee's right to
               indemnification by the Company;

               (G) the failure of the Company to obtain the assumption of the
               agreement to perform this Agreement by any successor as
               contemplated in Section 6 hereof, or

               (H) any purported termination of Employee's employment that is
               not effected pursuant to a Notice of Termination satisfying the
               requirements of subparagraph (iv) below and, if applicable,
               subparagraph (ii) above; and for purposes of this Agreement, no
               such purported termination shall be effective. 

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<PAGE>
        Employee's right to terminate his employment for Good Reason hereunder
shall not be affected by his incapacity due to a physical or mental illness nor
shall Employee's continued employment following any circumstance that
constitutes Good Reason hereunder, regardless of the length of such continued
employment, constitute a consent to or a waiver of Employee's rights hereunder
with respect to such circumstance.

               (iv) NOTICE OF TERMINATION. Any termination by the Company
        pursuant to subparagraphs (i) or (ii) above or by Employee pursuant to
        subparagraph (iii) above, shall be communicated by written Notice of
        Termination to the other party hereto. For purposes of this Agreement, a
        "Notice of Termination" shall mean a notice that shall indicate the
        specific termination provision in this Agreement relied upon and shall
        set forth in reasonable detail the facts and circumstances claimed to
        provide a basis for termination of Employee's employment under the
        provision so indicated.

               (v) DATE OF TERMINATION. "Date of Termination" shall mean (A) if
        Employee is terminated for Disability, 30 days after Notice of
        Termination is given, provided that Employee shall not have returned to
        the performance of Employee's duties on a full-time basis during such
        30-day period, (B) if Employee's employment is terminated pursuant to
        subparagraph (iii) above, the date specified in the Notice of
        Termination and (C) if Employee's employment is terminated for any other
        reason, the date on which a Notice of Termination is given; provided,
        however, that if within 10 days after any Notice of Termination is
        given, the party receiving such Notice of Termination notifies the other
        party in writing that a dispute exists concerning the termination, the
        Date of Termination shall be the date on which the dispute is finally
        determined, either by mutual written agreement of the parties, by a
        binding and final arbitration award or by a final judgment, order or
        decree of a court of competent jurisdiction (the time for appeal
        therefrom having expired and no appeal having been perfected); and
        provided further, that for purposes of this Section 3, notwithstanding a
        final determination of the Date of Termination occurring beyond the
        Termination Period, such termination shall be deemed to have occurred
        within the Termination Period as of the initial date of the Notice of
        Termination.

4. COMPENSATION DURING DISABILITY OR UPON TERMINATION.

               (i) If during the Termination Period Employee fails to perform
        Employee's normal duties as a result of incapacity due to physical or
        mental illness, Employee shall continue during the period of disability
        to receive Employee's full Base Salary and any awards, deferred and
        nondeferred, payable during such period of disability under the Bonus
        Plan, less any amounts paid to Employee during such period of disability
        pursuant to the Company's disability or sick-leave program(s) until
        Employee's employment is terminated for Disability pursuant to Section
        3(i) hereof. This Section 4(i) shall not reduce or impair Employee's
        rights to terminate his employment for Good Reason as otherwise provided
        herein.

               (ii) If during the Termination Period Employee's employment shall
        be terminated for Cause, the Company shall pay Employee's earned but
        unpaid Base Salary through the 

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<PAGE>
        Date of Termination and the Company shall have no further obligations to
        Employee under this Agreement.

               (iii) If during the Termination Period the Company shall
        terminate Employee other than pursuant to Section 3(i) or 3(ii) hereof,
        or if during the Termination Period Employee shall terminate Employee's
        employment for Good Reason, then the Company shall pay to Employee, by
        wire transfer or certified or bank cashier's check, the amounts (and at
        the time or times) specified in subparagraphs A through C below and
        shall provide Employee the continued welfare benefits as provided in
        subparagraph D below:

               (A) beginning with the first of the month coincident with or next
               following the Date of Termination and continuing for each month
               (or part thereof) during the Termination Period or until
               Employee's death, if earlier, (the "Employment Period") an amount
               equal to 1/12th of Employee's Base Salary, reduced by the
               amount(s), if any, of monthly base salary paid to Employee by
               another employer for that month or net earnings from
               self-employment received by Employee that month;

               (B) within 15 business days of (1) the close of each annual bonus
               period under the Bonus Plan (for purposes of this subparagraph
               (B), the Bonus Plan, if in existence on the date of the change in
               control of the Company, shall be deemed to have been continued
               for the entire Employment Period, regardless of whether it is
               terminated following such change in control) ending coincident
               with or subsequent to the Date of Termination and prior to or
               coincident with the end of the Employment Period, an amount equal
               to the Bonus Amount and (2) the end or the Employment Period, if
               the end of the Employment Period does not coincide with the end
               of an annual bonus period, an amount equal to the product of the
               Bonus Amount and a fraction the numerator of Which is the number
               of days from the end of the immediately preceding annual bonus
               period and the denominator of which is 365, reduced by the amount
               of bonus paid to Employee for such bonus period(s) by another
               employer;

               (C) within 15 business day after the Date of Termination, an
               amount equal to that portion of Employee's Base Salary earned,
               and vacation pay vested for the prior year and accrued for the
               current year, to the Date of Termination but not paid, and all
               other amounts previously deferred by Employee or earned but not
               paid as of such date under all Company bonus or pay plans or
               programs; and

               (D) the Company shall maintain in full force and effect for the
               continued benefit of employee ad his dependents for the
               Employment Period all group life, accidental death and
               dismemberment, long-term disability and health benefits available
               to Employee and his dependents by virtue of being an employee of
               the Company as of the Date of Termination, provided that
               Employee's continued participation is possible under the general
               terms and provisions of such plans and programs, and provided
               further that Employee pays the regular active employee 

                                       7
<PAGE>
               contribution, if any, required by such programs. In the event
               that participation by Employee in any such plan or program after
               the Date of Termination is barred pursuant to the terms thereof,
               the Company shall obtain comparable coverage under individual
               insurance policies with Employee paying an amount of the premium
               not greater than that which he would have been required to pay
               under the Company's group program. At the end of the Employment
               Period, which end shall be treated by the Company as the
               beginning of Employee's COBRA continuation period for all
               purposes, the Company shall arrange to make available to Employee
               and his dependents comparable insurance coverage by taking all
               action necessary to enable Employee to convert his coverage under
               the group plans or programs to an individual insurance policy for
               the benefit of Employee and his dependents, or to assume any
               individual insurance policies, with Employee paying the full
               premiums after the end of the Employment Period (or, with respect
               to any group health plan under which Employee has elected COBRA
               continuation coverage, after the end of such COBRA continuation
               period); provided, however, if Employee retires on the Date of
               Termination, Employee's participation shall continue in such
               group plans and programs to the extent such group plans and
               programs provide benefits for retirees. In the event Employee
               becomes covered by another employer's group plan or programs
               during the Employment Period, the Company's plans or programs
               shall be liable for benefits only to the extent such benefits are
               not covered by the subsequent employer's plans or programs.
               Notwithstanding anything herein to the contrary, if Employee's
               continuedcoverage under any health plan of the Company that is
               self-insured results in Employee being taxed on such coverage or
               benefits received thereunder, the Company shall make employee
               "whole" on an after-tax basis for the consequences of such
               coverage or benefits under such plan.

        5. MITIGATION OF DAMAGES AND EXPENSES. Employee shall be required to
mitigate the amount of any payments provided for under paragraphs 4(A) and (B)
of this Agreement by making reasonable efforts to seek other employment during
the Employment Period; however, Employee shall not be required to accept any
employment with respect to which Employee's position, authority, duties or
responsibilities shall be in any material respect, as determined by Employee in
his good faith opinion, inconsistent with those contemplated in Section 3 of
this Agreement or which is based at any office or location outside the greater
Houston area.

        If any contest or dispute shall arise under this Agreement involving the
termination of Employee's employment with the Company or involving the failure
or refusal of the Company, its successors or assigns to perform in accordance
with the terms hereof, the Company shall reimburse Employee, on a current basis,
for all legal fees and expenses, if any, incurred by Employee in connection with
such contest or dispute, together with interest in an amount equal to the base
rate of Texas Commerce Bank, Houston, Texas, from time to time in effect but in
no event higher than the maximum legal rate permissible under applicable law on
all payments due under the terms of this Agreement and withheld by the Company,
its successors or assigns, such interest to accrue from the date such payment(s)
become due through the date of payment thereof.

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        6. SUCCESSORS; BINDING AGREEMENT.

               (i) The Company will require any successor, whether direct or
        indirect, by purchase, merger, consolidation or otherwise, to all or
        substantially all of the business and/or assets of the Company, by
        agreement in form and substance reasonably satisfactory to Employee,
        expressly to assume and agree to perform this Agreement in the same
        manner and to the same extent as the Company would have been required if
        no such succession had taken place. Failure of the Company to obtain
        such agreement prior to the effectiveness of any such succession shall
        be a breach of this Agreement and shall entitle Employee to compensation
        from the Company in the same amount and on the same terms as Employee
        would be entitled hereunder if Employee terminated Employee's employment
        for Good Reason, except that for purposes of implementing the foregoing,
        the date on which any such succession becomes effective shall be deemed
        the Date of Termination. As used in this Agreement, "Company" shall mean
        the Company as hereinbefore defined and any successor to its business
        and/or assets as aforesaid that executes and delivers the agreement
        provided for in this Section 6 or which otherwise becomes bound by all
        the terms and provisions of this Agreement by operation of law.

               (ii) This Agreement shall inure to the benefit of and be
        enforceable by Employee's personal or legal representatives, executors,
        administrators, successors, heirs, distributees, devisees and legatees.
        If Employee should die while any amounts would still be payable to
        Employee hereunder if Employee had continued to live, all such amounts,
        unless otherwise provided herein, shall be paid in accordance with the
        terms of this Agreement to Employee's devisee, legatee, or other
        designee or, if there be no such designee, to Employee's estate.

        7. NOTICE. For the purpose of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when delivered or five days after deposit in the United
States mail, registered and return receipt requested, postage prepaid, addressed
to the respective addresses set forth on the last page of this Agreement, or to
such other address as either party shall have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

        8. EMPLOYMENT WITH SUBSIDIARIES. Employment with the Company for
purposes of this Agreement (other than in Section 3(iii)) includes employment
with any corporation in which the Company has a direct or indirect ownership
interest of 50% or more of the total combined voting power of all classes of
stock.

        9. MISCELLANEOUS. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by Employee and by the President or other authorized officer
of the Company. No waiver by either party hereto at any time of any breach by
the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a 

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waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.

        10. VALIDITY. The interpretation, construction and performance of this
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State ofTexas without regard to the principle of conflicts of laws.
The invalidity or unenforceability of any provisions of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
each of which shall remain in full force and effect.

        11. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

        12. DESCRIPTIVE HEADINGS. Descriptive headings are for convenience only
and shall not control or affect the meaning or construction of any Provision of
this Agreement.

        13. CORPORATE APPROVAL. This Agreement has been approved by the
Company's Board of Directors, and has been duly executed and delivered by
Employee and on behalf of the Company by its duly authorized representative.

        14. ARBITRATION. Any dispute or controversy arising out of or in
connection with this Agreement as to the existence, construction, validity,
interpretation or meaning, performance, non-performance, enforcement, operation,
breach, continuance or termination thereof shall be submitted to arbitration
pursuant to the following procedure:

               (a) Either party may demand such arbitration in writing after the
        controversy arises, which demand shall include the name of the
        arbitrator appointed by the party demanding arbitration, together with a
        statement of the matter in controversy.

               (b) Within 15 days after such demand, the other party shall name
        an arbitrator, or in default thereof, such arbitrator shall be named by
        the Arbitration Committee of the American Arbitration Association and
        the two arbitrators so selected shall name a third arbitrator within 15
        days or, in lieu of such agreement on a third arbitrator by the two
        arbitrators so appointed a third arbitrator shall be appointed by the
        Arbitration Committee of the American Arbitration Association.

               (c) The Company shall bear all arbitration costs and expenses
        incurred by Employee.

               (d) The arbitration hearing shall be held at a site in Houston,
        Texas, to be agreed to by a majority of the arbitrators on 10 days'
        written notice to the parties.

               (e) The arbitration hearing shall be concluded within 10 days
        unless otherwise ordered by a majority of the arbitrators, and the award
        thereon shall be made within 10 days after the close of the submission
        of evidence. An award rendered by a majority of 

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        the arbitrators appointed pursuant to this Agreement shall be final and
        binding on all parties to the proceeding during the period of this
        Agreement, and judgment on such award may be entered by either party in
        the highest court, state or federal, having jurisdiction; provided,
        however, that Employee shall be entitled to specific performance of
        Employee's right to be paid until the Date of Termination during the
        pendency of any dispute or controversy arising under or in connection
        with this Agreement.

        The parties stipulate that the provisions hereof shall be a complete
defense to any suit, action, or proceeding instituted in any federal, state, or
local court or before any administrative tribunal with respect to any
controversy or dispute arising during the period of this Agreement and which is
arbitrable as herein set forth. The arbitration provisions hereof shall, with
respect to such controversy or dispute, survive the termination of this
Agreement.

        Notwithstanding the pendency of any dispute or controversy pursuant to
this Section 14, the Company will continue to pay Employee Employee's full Base
Salary in effect when the notice giving rise to the dispute was given and
continue Employee as a participant in all compensation, benefit and insurance
plans in which Employee was participating when the notice giving rise to the
dispute was given, until the dispute is finally resolved in accordance with
Section 3(v) hereof. Amounts paid under this Section 14 are in addition to all
other amounts due under this Agreement and shall not be offset against or reduce
any other amounts due under this Agreement.

               IN WITNESS WHEREOF, the Company and Employee have entered into
this Agreement effective for all purposes as of the day and year first above
written.


                                                   TECH-SYM CORPORATION



                                                   By: /s/ WENDELL W. GAMEL
                                                           President
Dated:     August 16, 1996


                                                   EMPLOYEE


Dated:      21 August 1996                         /s/ BRUCE H. NELSON
                                                       Bruce H. Nelson
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                                                   Addresses:

                                                   If to the Company:

                                                   Tech-Sym Corporation
                                                   10500 Westoffice, Suite 200
                                                   Houston, Texas 77042-5391
                                                   Attn: General Counsel

                                                   If to Employee:

                                                   5570 Aspen
                                                   Bellaire, Texas 77401