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                                                                   Exhibit 10.30


                              EMPLOYMENT AGREEMENT


        This Employment Agreement (this "Agreement") is made and entered into
effective October 1, 1997 by TCC Industries, Inc., a Texas corporation (the
"Employer"), and Robert Thomajan , an individual resident in Travis County,
Texas (the "Executive").

                                    RECITALS

        The Employer and the Executive desire the Executive's employment with
the Employer, and the Executive wishes to accept such employment, upon the terms
and conditions set forth in this Agreement.

                                    AGREEMENT

        The parties, intending to be legally bound, agree as follows:

1.      Definitions. For the purposes of this Agreement, the following terms
have the meanings specified or referred to in this Section 1.

        "AGREEMENT"--this Employment Agreement, as amended from time to time.

        "BASIC COMPENSATION"--Salary and Benefits.

        "BENEFITS"--as defined in Section 3.2.

        "BOARD OF DIRECTORS"--the Board of Directors of the Employer.

        "CONFIDENTIAL INFORMATION"--any and all:

                (a) trade secrets concerning the business and affairs of the
                Employer, planned research and development, customer lists,
                confidential information of customers, Proprietary Items (as
                defined herein), market studies, business plans, computer
                software and programs (including object code and source code),
                computer software and database technologies and systems; and

                (b) notes, analysis, compilations, studies, summaries, and other
                material prepared by or for the Employer containing or based, in
                whole or in part, on any information included in the foregoing,
                provided, however, that Confidential Information shall not
                include any information which: (i) was known by Executive prior
                to its disclosure to him by the Employer, (ii) was generally
                known or generally available to the public prior to its
                disclosure to Executive by the Employer or (iii) becomes
                generally known or generally available to the public subsequent
                to disclosure to Executive by the Employer through no wrongful
                act of the Executive.

        "DISABILITY"--as defined in Section 6.2.

        "EFFECTIVE DATE"--the date stated in the first paragraph of the
        Agreement.

        "EMPLOYEE INVENTION"--any idea, technique, modification, business
        process, or improvement (whether patentable or not), created, conceived,
        or developed by the Executive, either solely or in conjunction with
        others, during the Employment Period, or a period that includes a
        portion of the Employment Period, that relates in any way to, or is
        useful in any manner in, the business then being conducted or proposed
        to be conducted by the Employer.

        "EMPLOYMENT PERIOD"--the term of the Executive's employment under this
        Agreement.

        "FISCAL YEAR"--the Employer's fiscal year, as it exists on the Effective
        Date or as changed from time to time.

        "FOR CAUSE"--as defined in Section 6.3.

        "FOR GOOD REASON"--as defined in Section 6.4.


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        "PERSON"--any individual, corporation (including any non-profit
        corporation), general or limited partnership, limited liability company,
        joint venture, estate, trust, association, organization, or governmental
        body.

        "POST-EMPLOYMENT PERIOD"--as defined in Section 8.2.

        "PROPRIETARY ITEMS"--as defined in Section 7.2(a)(iv).

        "SALARY"--as defined in Section 3.1.

2.      Employment Terms and Duties.

        2.1 Employment. The Employer hereby employs the Executive, and the
        Executive hereby accepts employment by the Employer, upon the terms and
        conditions set forth in this Agreement.

        2.2 Term. Subject to the provisions of Section 6, the term of the
        Executive's employment under this Agreement will be four (4) years
        ("Initial Term"), beginning on the Effective Date and ending on the
        fourth anniversary of the Effective Date; provided, however, that, upon
        the expiration of the Initial Term, the term of the Executive's
        employment under this Agreement shall be extended for an additional
        one-year period, unless either the Executive or the Employee shall give
        the other party hereto at least 90 days written notice prior to the
        expiration of the Initial Term that the term of the Executive's
        employment under this agreement shall not be so extended.

        2.3 Duties. The Executive will have such duties as are assigned or
        delegated to the Executive by the Board of Directors or Chief Executive
        Officer, and will initially serve as President and Secretary of the
        Employer. As such, Executive shall have such duties, responsibilities
        and authority as may from time to time be reasonably assigned to him by
        the Board of Directors and which are appropriate to his office and
        title. Except as approved by the Board of Directors or the Chief
        Executive Officer of the Company, the Executive will devote his time,
        attention, skill, and energy exclusively to the business of the
        Employer, will use his best efforts to promote the success of the
        Employer's business, and will cooperate fully with the Board of
        Directors in the advancement of the best interests of the Employer.
        Nothing in this Section 2.3, however, will prevent the Executive from
        engaging in additional activities in connection with personal
        investments and community affairs that are not inconsistent with the
        Executive's duties under this Agreement. If the Executive is elected as
        a director of the Employer or as a director or officer of any of its
        affiliates, the Executive will fulfill his duties as such director or
        officer without additional compensation. In satisfying his obligations
        hereunder, Executive will not be required or requested to violate any
        applicable law, rule or regulation.

3.      Compensation

        3.1 Salary. The Executive will be paid an annual salary of $0, subject
        to adjustment as provided below (the "Salary"), which will be payable in
        equal periodic installments according to the Employer's customary
        payroll practices, but no less frequently than monthly. The Salary will
        be reviewed by the Board of Directors not less frequently than annually,
        and may be adjusted upward or downward in the sole discretion of the
        Board of Directors.

        3.2 Benefits. The Executive will, during the Employment Period, be
        permitted to participate in such pension, profit sharing, bonus, life
        insurance, hospitalization, major medical, disability and other employee
        benefit plans of the Employer that may be in effect from time to time,
        to the extent the Executive is eligible under the terms of those plans
        (collectively, the "Benefits").

        3.3 Option Plan. The Executive shall participate in that certain TCC
        Industries, Inc. 1997 Incentive and Performance Stock Option Plan
        adopted by the Employer (the "Option Plan"). The Executive's
        participation under the Option Plan shall be in accordance with the plan
        and the stock grants to the Executive made thereunder.

4.      Facilities and Expenses. The Employer will furnish the Executive office
        space, equipment, supplies, and such other facilities and personnel as
        the Employer deems necessary or appropriate for the performance of the
        Executive's duties under this Agreement. The Employer will pay the
        Executive's dues in such professional societies and organizations as the
        Chairman of the Board deems appropriate, and will pay on behalf of the
        Executive (or reimburse the Executive for) reasonable and necessary
        expenses incurred by the Executive at the request of, or on behalf of,
        the Employer in the performance of the Executive's duties pursuant to
        this Agreement, and in accordance with the Employer's employment
        policies, including reasonable expenses incurred by the Executive in
        attending conventions, seminars, and other business meetings, in
        appropriate business entertainment


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        activities, travel expenses and for promotional expenses. All such
        expenses are subject to prior authorization and amount limits as may be
        required under the Employer's policies. The Executive will file expense
        reports with respect to such expenses in accordance with the Employer's
        policies.

5.      Vacations and Holidays. The Executive will be entitled to paid vacation
        each Fiscal Year in accordance with the vacation policies of the
        Employer in effect for its executive officers from time to time, which
        shall not be less than 10 business days a year. Vacation will be taken
        by the Executive at such time or times as approved by the Chairman of
        the Board. The Executive will also be entitled to the paid holidays and
        other paid leave set forth in the Employer's policies. Vacation days and
        holidays during any Fiscal Year that are not used by the Executive
        during such Fiscal Year may not be used in any subsequent Fiscal Year.
        Upon written notice to Executive, all such vacation and paid leave
        policies may be changed at any time by the Employer, as long as such
        policies are not applicable solely to Executive. Executive shall be
        allowed ten business days a year for sick leave.

6.      Termination.

        6.1 Events of Termination. The Employment Period, the Executive's Basic
        Compensation and any and all other rights of the Executive under this
        Agreement or otherwise as an employee of the Employer (except for rights
        under the Option Plan that are not subject to divestiture or forfeiture)
        will terminate (except as otherwise provided in this Section 6):

                (a)     upon the death of the Executive;

                (b) upon the disability of the Executive (as defined in Section
                6.2) immediately upon notice from either party to the other;

                (c) For Cause (as defined in Section 6.3), upon the notice from
                the Employer to the Executive, or at such later time as such
                notice may specify; or

                (d) For Good Reason (as defined in Section 6.4) upon not less
                than thirty days' prior notice from the Executive to the
                Employer.

        In the event of the occurrence of any cause (as defined in Section 6.3),
        at the request of the Board of Directors, the Executive shall
        immediately tender his resignation to the Employer offering to resign
        all positions with the Company and its subsidiaries, including positions
        as an officer, director and any other capacity, and the Employer shall
        have the option but not the obligation of accepting such resignation.
        If, for any reason, the Executive does not tender such resignation the
        Employer may, by notice, terminate the Executive immediately or at such
        later time as such notice may specify.

        6.2 Definition of Disability. For purposes of Section 6.1, the Executive
        will be deemed to have a "disability" if, for physical or mental
        reasons, the Executive is unable to perform the essential functions of
        the Executive's duties under this Agreement for 120 consecutive days, or
        180 days during any twelve-month period, as determined in accordance
        with this Section 6.2, it being understood that Executive shall be
        entitled to compensation hereunder until he is determined to have a
        "disability." The disability of the Executive will be determined by a
        medical doctor selected by written agreement of the Employer and the
        Executive upon the request of either party by notice to the other. If
        the Employer and the Executive cannot agree on the selection of a
        medical doctor, each of them will select a medical doctor and the two
        medical doctors will select a third medical doctor who will determine
        whether the Executive has a disability. The determination of the medical
        doctor selected under this Section 6.2 will be binding on both parties.
        The Executive will submit to a reasonable number of examinations by the
        medical doctor making the determination of disability under this Section
        6.2, and the Executive hereby authorizes the disclosure and release to
        the Employer of such determination and all supporting medical records,
        provided that Employer agrees to keep such medical information
        confidential. If the Executive is not legally competent, the Executive's
        legal guardian or duly authorized attorney-in-fact will act in the
        Executive's stead, under this Section 6.2, for the purposes of
        submitting the Executive to the examinations, and providing the
        authorization of disclosure, required under this Section 6.2.

        6.3 Definition of "For Cause". For purposes of Section 6.1, the phrase
        "For Cause" means:

                (a) the Executive's material breach of this Agreement, if such
                breach is not cured within ten days after written notice thereof
                to Executive by the Employer;

                (b) the Executive's failure to adhere to any material written
                Employer policy if the Executive has been given a reasonable
                opportunity to comply with such policy or cure his failure to
                comply (which


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                reasonable opportunity must be granted during the ten-day period
                preceding termination of this Agreement);

                (c) the conviction of, or the entering of a guilty plea or plea
                of no contest with respect to, a felony involving moral
                turpitude, fraud or dishonesty, or the equivalent thereof, or
                any other crime with respect to which imprisonment is a possible
                punishment;

                (d) the appropriation (or attempted appropriation) of a material
                business opportunity of the Employer, including securing any
                personal profit in connection with any transaction entered into
                on behalf of the Employer;

                (e) the misappropriation (or attempted misappropriation) of any
                of the Employer's funds or property; or

                (f) the conviction of, or the entering of a guilty plea or plea
                of no contest with respect to, a felony involving moral
                turpitude, fraud or dishonesty, or the equivalent thereof, or
                any other crime with respect to which imprisonment is a possible
                punishment, as the same relates to his employment with the
                Employer.

        6.4 Definition of "For Good Reason". For purposes of Section 6.1, the
        phrase "For Good Reason" means any of the following:

                (a) The Employer's material breach of this Agreement, if such
                breach is not cured with ten days after written notice thereof
                to Employer by the Executive;

                (b) the assignment of the Executive without his consent to a
                position, responsibilities, or duties of a materially lesser
                status or degree of responsibility than his position,
                responsibilities, or duties at the Effective Date;

                (c) the relocation of the Employer's principal executive offices
                outside the metropolitan Austin, Texas, area;

                (d) the requirement by the Employer that the Executive be based
                anywhere other than the Employer's principal executive offices,
                in either case without the Executive's consent; or

                (e) the shareholders of the Employer do not approve and adopt
                the Option Plan on or before March 31, 1998.

        6.5     Termination Pay.

                (a) Effective upon the termination of this Agreement, the
                Employer will be obligated to pay the Executive (or, in the
                event of his death, his designated beneficiary as defined below)
                only such compensation as is provided in this Section 6.5, and
                in lieu of all other amounts and in settlement and complete
                release of all claims the Executive may have against the
                Employer under this Agreement. The Employer may condition the
                payment of any compensation provided in this Section 6.5 or
                otherwise upon the receipt of a full release of any liabilities
                which the Employer may owe to the Executive under this Agreement
                or otherwise. Such release shall be in form and substance
                acceptable to the Employer. For purposes of this Section 6.5,
                the Executive's designated beneficiary will be such individual
                beneficiary or trust, located at such address, as the Executive
                may designate by notice to the Employer from time to time or, if
                the Executive fails to give notice to the Employer of such a
                beneficiary, the Executive's estate. Notwithstanding the
                preceding sentence, the Employer will have no duty, in any
                circumstances, to attempt to open an estate on behalf of the
                Executive, to determine whether any beneficiary designated by
                the Executive is alive or to ascertain the address of any such
                beneficiary, to determine the existence of any trust, to
                determine whether any person or entity purporting to act as the
                Executive's personal representative (or the trustee of a trust
                established by the Executive) is duly authorized to act in that
                capacity, or to locate or attempt to locate any beneficiary,
                personal representative, or trustee.

                (b) If the Executive terminates this Agreement For Good Reason
                (except for the reason or as a result of the circumstances
                described in Section 6.4(e), above), the Employer will pay to
                the


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                Executive his Salary through the remainder of the calendar month
                during which such termination is effective, and for three
                consecutive calendar months thereafter. If the Executive
                terminates this Agreement for the reason or as a result of the
                circumstances described in Section 6.4(e), above, the Employer
                will pay to the Executive his Salary throughout the remainder of
                the calendar month during which such termination is effective.
                If the Employer terminates this Agreement For Cause, the
                Executive will be entitled to receive his Salary only through
                the date such termination is effective. If this Agreement is
                terminated by either party as a result of the Executive's
                disability as determined under Section 6.2, the Employer will
                pay the Executive his Salary through the remainder of the
                calendar month during which such termination is effective, and
                for the lesser of (i) six consecutive months thereafter, or (ii)
                the period until disability insurance benefits commence under
                the disability insurance coverage, if any, furnished by the
                Employer to the Executive. If this Agreement is terminated
                because of the Executive's death, the Executive will be entitled
                to receive his Salary through the end of the calendar month in
                which his death occurs.

                (c) The Executive's accrual of, or participation in plans
                providing for, the Benefits will cease at the effective date of
                the termination of this Agreement, and the Executive will be
                entitled to accrued Benefits pursuant to such plans only as
                provided in such plans. The Executive will not receive, as part
                of his termination pay pursuant to this Section 6, any payment
                or other compensation for any vacation, holiday, sick leave, or
                other leave unused on the date the notice of termination is
                given under this Agreement.

7.      Non-disclosure Covenant.

        7.1 Acknowledgments by the Executive. The Executive acknowledges that:

                (a) during the Employment Period and as a part of his
                employment, the Executive will be afforded access to
                Confidential Information;

                (b) public disclosure of such Confidential Information could
                have an adverse effect on the Employer and its business; and

                (c) the provisions of this Section 7 are reasonable and
                necessary to prevent the improper use or disclosure of
                Confidential Information and to provide the Employer with
                exclusive ownership of all Employee Inventions.

        7.2 Agreements of the Executive. In consideration of the compensation
        and benefits to be paid or provided to the Executive by the Employer
        under this Agreement, the Executive covenants as follows:

                (a)     Confidentiality.

                        (i) During and following the Employment Period, the
                        Executive will hold in confidence the Confidential
                        Information and will not disclose it to any person
                        except with the specific prior written consent of the
                        Employer or except as otherwise expressly permitted by
                        the terms of this Agreement.

                        (ii) Any trade secrets or Confidential Information (as
                        defined herein) of the Employer will be entitled to all
                        of the protections and benefits under applicable law. If
                        any information that the Employer deems to be a trade
                        secret is found by a court of competent jurisdiction not
                        to be a trade secret for purposes of this Agreement,
                        such information will, nevertheless, be considered
                        Confidential Information for purposes of this Agreement.
                        The Executive hereby waives any requirement that the
                        Employer submit proof of the economic value of any trade
                        secret or post a bond or other security.

                        (iii) None of the foregoing obligations and restrictions
                        applies to any part of the Confidential Information that
                        the Executive demonstrates was or became generally
                        available to the public other than as a result of a
                        disclosure by the Executive.

                        (iv) The Executive will not remove from the Employer's
                        premises (except to the extent such removal is for
                        purposes of the performance of the Executive's duties at
                        home or while traveling, or except as otherwise
                        specifically authorized by the Employer) any document,
                        record, notebook, plan, model, component, device, or
                        computer software or code related to the Business (as
                        defined herein) of the Employer, whether embodied in a
                        disk or in any other form (collectively, the
                        "Proprietary Items"). The Executive recognizes that, as
                        between the Employer and the Executive, all of the
                        Proprietary Items, whether or not developed by the
                        Executive, are the exclusive property of the Employer.
                        Upon termination of this Agreement by either party, or
                        upon the request of the Employer during the Employment
                        Period, the Executive will return to the Employer all of
                        the Proprietary Items in the Executive's possession or
                        subject to the


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                    Executive's control, and the Executive shall not retain any
                    copies, abstracts, sketches, or other physical embodiment of
                    any of the Proprietary Items.

                (b) Employee Inventions. Each Employee Invention (as defined
                herein) will belong exclusively to the Employer. The Executive
                acknowledges that all of the Executive's writing, works of
                authorship, and other Employee Inventions are works made for
                hire and the property of the Employer, including any copyrights
                or other intellectual property rights pertaining thereto. If it
                is determined that any such works are not works made for hire,
                the Executive hereby assigns to the Employer all of the
                Executive's right, title, and interest, including all rights of
                copyright and other intellectual property rights, to or in such
                Employee Inventions. The Executive covenants that he will
                promptly:

                    (i) disclose to the Employer in writing any Employee
                    Invention;

                    (ii) assign to the Employer or to a party designated by the
                    Employer, at the Employer's request and without additional
                    compensation, all of the Executive's right to the Employee
                    Invention for the United States and all foreign
                    jurisdictions;

                    (iii) execute and deliver to the Employer such applications,
                    assignments, and other documents as the Employer may request
                    in order to apply for and obtain patents or other
                    registrations with respect to any Employee Invention in the
                    United States and any foreign jurisdictions;

                    (iv) sign all other papers necessary to carry out the above
                    obligations; and

                    (v) give testimony and render any other assistance but
                    without expense to the Executive in support of the
                    Employer's rights to any Employee Invention.

        7.3 Disputes or Controversies. The Executive recognizes that should a
        dispute or controversy arising from or relating to this Agreement be
        submitted for adjudication to any court, arbitration panel, or other
        third party, the preservation of the secrecy of Confidential Information
        may be jeopardized. All pleadings, documents, testimony, and records
        relating to any such adjudication will be maintained in secrecy and will
        be available for inspection by the Employer, the Executive, and their
        respective attorneys and experts, who will agree, in advance and in
        writing, to receive and maintain all such information in secrecy, except
        as may be limited by them in writing.

8.      Non-interference.

        8.1 Acknowledgments by the Executive. The Executive acknowledges that:

            (a) the services to be performed by him under this Agreement are of
            a special, unique, unusual and extraordinary character;

            (b) the Employer's business ("Business") is to provide merchant
            banking, investment banking and wholesale consumer lending services
            to institutional entities and is national in scope and its products
            are marketed throughout the United States;

            (c) the Employer competes with other businesses that are or could be
            located in any part of the United States; and

            (d) the provisions of this Section 8 are reasonable and necessary to
            protect the Employer's business.

        8.2 Covenants of the Executive. In consideration of the acknowledgments
        by the Executive, and in consideration of the compensation and benefits
        to be paid or provided to the Executive by the Employer, the Executive
        covenants that he will not, directly or indirectly:

            (a) during the Employment Period, except in the course of his
            employment hereunder, engage or invest in, own, manage, operate,
            finance, control, or participate in the ownership, management,
            operation, financing, or control of, be employed by, associated
            with, or in any manner connected with, lend the Executive's name or
            any similar name to, lend Executive's credit to or render services
            or advice to, any business whose products or activities compete in
            whole or in part with the Business of the Employer anywhere within
            the United States;


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            (b) whether for the Executive's own account or for the account of
            any other person, at any time during the Employment Period and the
            Post-Employment Period, solicit business of the same or similar type
            as the Business being carried on by the Employer, from any person
            known by the Executive to be a customer of the Employer, whether or
            not the Executive had personal contact with such person during and
            by reason of the Executive's employment with the Employer;

            (c) whether for the Executive's own account or the account of any
            other person

                (i) at any time during the Employment Period and the
                Post-Employment Period, solicit, employ, or otherwise engage as
                an employee, independent contractor, or otherwise, any person
                who is or was an employee of the Employer at any time during the
                Employment Period or in any manner induce or attempt to induce
                any employee of the Employer to terminate his employment with
                the Employer; or

                (ii) at any time during the Employment Period and the
                Post-Employment Period, interfere with the Employer's
                relationship with any person, including any person who at any
                time during the Employment Period was an employee, contractor,
                supplier, or customer of the Employer; or

            (d) at any time during or after the Employment Period, disparage the
            Employer or any of its shareholders, directors, officers, employees,
            or agents.

        For purposes of this Section 8.2, the term "Post-Employment Period"
        means the one-year period beginning on the date of termination of the
        Executive's employment with the Employer.

        If any covenant in this Section 8.2 is held to be unreasonable,
        arbitrary, or against public policy, such covenant will be considered to
        be divisible with respect to scope, time, and geographic area, and such
        lesser scope, time, or geographic area, or all of them, as a court of
        competent jurisdiction may determine to be reasonable, not arbitrary,
        and not against public policy, will be effective, binding, and
        enforceable against the Executive.

        The period of time applicable to any covenant in this Section 8.2 will
        be extended by the duration of any violation by the Executive of such
        covenant.

        The Executive will, while the covenant under this Section 8.2 is in
        effect, give notice to the Employer, within ten days after accepting any
        other employment, of the identity of the Executive's employer. The
        Employer may notify such employer that the Executive is bound by this
        Agreement and, at the Employer's election, furnish such employer with a
        copy of this Agreement or relevant portions thereof.

        Employer covenants that at any time during or after the Employment
        Period it will not disparage the Executive.

9.      General Provisions.

        9.1 Injunctive Relief and Additional Remedy. The Executive acknowledges
        that the injury that would be suffered by the Employer as a result of a
        breach of the provisions of this Agreement (including any provision of
        Sections 7 and 8) would be irreparable and that an award of monetary
        damages to the Employer for such a breach would be an inadequate remedy.
        Consequently, the Employer will have the right, after the Executive has
        been given 10 days to comply with Section 7 and 8 so as to cure his
        failure to comply, in addition to any other rights it may have, to
        obtain injunctive relief to restrain any breach or threatened breach or
        otherwise to specifically enforce any provision of this Agreement, and
        the Employer will not be obligated to post bond or other security in
        seeking such relief.

        9.2 Covenants of Sections 7 and 8 Are Essential and Independent
        Covenants. The covenants by the Executive in Sections 7 and 8 are
        essential elements of this Agreement, and without the Executive's
        agreement to comply with such covenants, the Employer would not have
        entered into this Agreement or employed or continued the employment of
        the Executive. The Employer and the Executive have independently
        consulted their respective counsel regarding such covenants.

        The Executive's covenants in Sections 7 and 8 are independent covenants
        and the existence of any claim by the Executive against the Employer
        under this Agreement or otherwise, or against the Buyer, will not excuse
        the Executive's breach of any covenant in Section 7 or 8; provided,
        however, that Executive's covenants in Section 7 and 8 shall terminate
        if there is a termination for good reason as set forth in Section 6.4
        hereof.


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        If the Executive's employment hereunder expires or is terminated, this
        Agreement will continue in full force and effect as is necessary or
        appropriate to enforce the covenants and agreements of the Executive in
        Sections 7 and 8, except as noted above.

        9.3 Offset. The Employer will be entitled to offset against any and all
        amounts owing to the Executive under this Agreement the amount of any
        and all claims that the Employer may have against the Executive under
        the terms of this Agreement.

        9.4 Liability Insurance. The Employer shall use reasonable efforts to
        secure and maintain a director's and officer's liability policy in an
        amount of at least $5,000,000 with Executive being named as an assured
        thereunder and Executive being covered thereby in respect of certain
        claims arising from duties carried out by Executive.

        9.5 Representations and Warranties by the Executive. The Executive
        represents and warrants to the Employer that the execution and delivery
        by the Executive of this Agreement do not, and the performance by the
        Executive of the Executive's obligations hereunder will not, with or
        without the giving of notice or the passage of time, or both: (a)
        violate any judgment, writ, injunction, or order of any court,
        arbitrator, or governmental agency applicable to the Executive; or (b)
        conflict with, result in the breach of any provisions of or the
        termination of, or constitute a default under, any agreement to which
        the Executive is a party or by which the Executive is or may be bound.

        9.6 Obligations Contingent on Performance. The obligations of the
        Employer hereunder, including its obligation to pay the compensation
        provided for herein, are contingent upon the Executive's performance of
        the Executive's obligations hereunder.

        9.7 Waiver. The rights and remedies of the parties to this Agreement are
        cumulative and not alternative. Neither the failure nor any delay by
        either party in exercising any right, power, or privilege under this
        Agreement will operate as a waiver of such right, power, or privilege,
        and no single or partial exercise of any such right, power, or privilege
        will preclude any other or further exercise of such right, power, or
        privilege or the exercise of any other right, power, or privilege.
        To the maximum extent permitted by applicable law,

                (a) no claim or right arising out of this Agreement can be
                discharged by one party, in whole or in part, by a waiver or
                renunciation of the claim or right unless in writing signed by
                the other party;

                (b) no waiver that may be given by a party will be applicable
                except in the specific instance for which it is given; and

                (c) no notice to or demand on one party will be deemed to be a
                waiver of any obligation of such party or of the right of the
                party giving such notice or demand to take further action
                without notice or demand as provided in this Agreement.

        9.8 Binding Effect; Delegation of Duties Prohibited. This Agreement
        shall inure to the benefit of, and shall be binding upon, the parties
        hereto and their respective successors, assigns, heirs, and legal
        representatives, including any entity with which the Employer may merge
        or consolidate or to which all or substantially all of its assets may be
        transferred. The duties and covenants of the Executive under this
        Agreement, being personal, may not be delegated.

        9.9 Notices. All notices, consents, waivers, and other communications
        under this Agreement must be in writing and will be deemed to have been
        duly given when

                (a) delivered by hand (with written confirmation of receipt),

                (b) sent by facsimile (with written confirmation of receipt),
                provided that a copy is mailed by registered mail, return
                receipt requested, or

                (c) when received by the addressee, if sent by a nationally
                recognized overnight delivery service (receipt requested), in
                each case to the appropriate addresses and facsimile numbers set
                forth below (or to such other addresses and facsimile numbers as
                a party may designate by notice to the other parties):


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<PAGE>   9

                If to Employer:           TCC Industries, Inc.
                                          816 Congress Avenue, Suite 1250
                                          Austin, Texas 78701
                                          Attention:  Chief Executive Officer
                                          Facsimile No.: (512) 320-0063

                If to the Executive:      Robert Thomajan
                                          2900 West Lake Cove
                                          Austin, TX 78746

        9.10 Entire Agreement; Amendments. This Agreement contains the entire
        agreement between the parties with respect to the subject matter hereof
        (except the Option Plan) and supersedes all prior agreements and
        understandings, oral or written, between the parties hereto with respect
        to the subject matter hereof. This Agreement may not be amended orally,
        but only by an agreement in writing signed by the parties hereto.

        9.11 Governing Law. This Agreement will be governed by the laws of the
        State of Texas without regard to conflicts of laws principles.

        9.12 Arbitration. In the event that any dispute, disagreement or
        controversy (collectively, a "Dispute") arises with respect to the
        interpretation, performance, non-performance or termination of this
        Agreement, the parties shall first attempt to settle such Dispute by
        good faith negotiations between the parties. If the Dispute is not
        resolved within 30 days of the date one party sends a notice to the
        other party describing the Dispute and requesting good faith
        negotiations to resolve the Dispute under this Section, the Dispute
        shall be resolved by binding arbitration carried out in Austin, Texas in
        accordance with the Commercial Arbitration Rules of the American
        Arbitration Association as then in effect. The party which intends to
        initiate an arbitration proceeding hereunder shall notify the other
        party of such intention in writing, describing the Dispute.
        Notwithstanding the above, in any Dispute arbitrated hereunder, the fees
        and expenses of the arbitrator(s) and attorneys' fees and costs of the
        party ultimately prevailing in such Dispute shall be borne by the other
        party.

        9.13 Jurisdiction. Any action or proceeding seeking to enforce any
        provision of, or based on any right arising out of, this Agreement may
        be brought against either of the parties in the courts of the State of
        Texas, County of Travis, or, if it has or can acquire jurisdiction, in
        the United States District Court for the Western District of Texas, and
        each of the parties consents to the jurisdiction of such courts (and of
        the appropriate appellate courts) in any such action or proceeding and
        waives any objection to venue laid therein. Process in any action or
        proceeding referred to in the preceding sentence may be served on either
        party anywhere in the world.

        9.14 Section Headings, Construction. The headings of Sections in this
        Agreement are provided for convenience only and will not affect its
        construction or interpretation. All references to "Section" or
        "Sections" refer to the corresponding Section or Sections of this
        Agreement unless otherwise specified. All words used in this Agreement
        will be construed to be of such gender or number as the circumstances
        require. Unless otherwise expressly provided, the word "including" does
        not limit the preceding words or terms.

        9.15 Severability. If any provision of this Agreement is held invalid or
        unenforceable by any court of competent jurisdiction, the other
        provisions of this Agreement will remain in full force and effect. Any
        provision of this Agreement held invalid or unenforceable only in part
        or degree will remain in full force and effect to the extent not held
        invalid or unenforceable.

        9.16 Counterparts. This Agreement may be executed in one or more
        counterparts, each of which will be deemed to be an original copy of
        this Agreement and all of which, when taken together, will be deemed to
        constitute one and the same agreement.

        9.17 Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE A JURY TRIAL
        IN ANY LITIGATION WITH RESPECT TO ENFORCING THE PROVISIONS OF SECTION
        9.12 ABOVE OR OTHERWISE WITH RESPECT TO THIS AGREEMENT.

        9.18 Release of Executive on Failure of Option Plan. In the event the
        Executive terminates the Agreement for the reason or as a result of the
        circumstances described in Section 6.4(e), above, Employer hereby
        releases, acquits and discharges Executive (together with his heirs,
        executors, administrators, assigns, legal representatives and attorneys)
        from all matters, causes of action, accounts, suits, controversies,
        agreements, damages, claims and demands, whether heretofore or hereafter
        accruing, whether now known or not known to the parties prior to and
        including the date hereof, in any way directly or indirectly arising out
        of or in connection with the business or operations of the Employer,
        this Agreement, the Option Plan and any related documents and any
        transactions or


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<PAGE>   10

        dealings between the parties hereto, it being the intent of the Employer
        to fully and completely discharge Executive (together with his heirs,
        executors, administrators, assigns, legal representatives and attorneys)
        from any and all liabilities related to or arising from all prior
        relationships, instruments and courses of dealing, except that the
        parties shall continue to be bound by the obligations described in this
        Agreement that are to survive its termination.

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

EMPLOYER:                                       TCC INDUSTRIES, INC.

                                                By: /s/ WALTER A. DEROECK
                                                    ----------------------------
                                                    Walter A. DeRoeck, Chairman


EXECUTIVE:

                                                    /s/ ROBERT THOMAJAN
                                                    ----------------------------
                                                    Robert Thomajan, President



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