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                                                                  Exhibit 10.33


                              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 Walter A. DeRoeck, 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 Chairman and Chief Executive Officer
      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 activities, travel expenses and for promotional expenses. All such
expenses


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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 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


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            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:    Walter A. DeRoeck
                                    3106 Above Stratford Place
                                    Austin, TX 78746
                                    FAX:  (512) 306-0924

      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



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      operations of the Employer, this Agreement, the Option Plan and any
      related documents and any transactions or 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/ ROBERT THOMAJAN
                                          --------------------------------------
                                          Robert Thomajan, President

EXECUTIVE:

                                          /s/ WALTER A. DeROECK
                                          --------------------------------------
                                          Walter A DeRoeck





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