EXHIBIT 10.16

                              TERMINATION AGREEMENT

            THIS AGREEMENT, made and entered into as of May 1, 1991 is by and
between TECH-SYM CORPORATION, a Nevada corporation (the "Company"), and RICHARD
F. MILES (the "Employee").

                                   WITNESSETH:

            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, 1993; provided, however, that commencing on January
1, 1993 and on each January lst thereafter, the term of this Agreement shall
automatically be extended for one additional year unless at least 90 days prior
to such January lst 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 lst 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 Company Voting 
<PAGE>
      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 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

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            (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 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 

                                      -3-
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        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 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 

                                      -4-
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               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 of 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.

            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.

                                      -5-
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        (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 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 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;

                                      -6-
<PAGE>
            (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 of 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 and 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 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, 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, if later, 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.

                                      -7-
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      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 [Bank], 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

      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

                                      -8-
<PAGE>
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 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 of Texas 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.

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<PAGE>
            (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 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

Dated: 5/6/91                                      By:/s/ WENDELL W. GAMEL
                                                          President

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                                                   EMPLOYEE

Dated: 5/13/91                                     /s/ RICHARD F. MILES
                                                       Richard F/Miles

                                                   Addresses:

                                                   If to the Company:

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

                                                   If to Employee:

                                                   14955 Bramblewood Drive
                                                   Houston
                                                   Texas 77079


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