0000842295-05-000013 Sample Contracts

FIRST AMENDMENT TO SECURITY AGREEMENT
Security Agreement • March 30th, 2005 • Tor Minerals International Inc • Industrial inorganic chemicals

This First Amendment to Security Agreement amends that Security Agreement dated December 12, 2003 (the "Agreement"), by and among TOR MINERALS INTERNATIONAL, INC., a Delaware corporation (the "Debtor") and PAULSON RANCH, LTD., D & C H TRUST, and DOUGLAS MACDONALD HARTMAN FAMILY IRREVOCABLE TRUST (collectively, the "Secured Party").

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SECOND AMENDED AND RESTATED LOAN AGREEMENT
Ratification Agreement • March 30th, 2005 • Tor Minerals International Inc • Industrial inorganic chemicals • Texas

This Second Amended and Restated Loan Agreement ("Agreement" or "Loan Agreement") dated as of December 21, 2004, by and between BANK OF AMERICA, N.A., a national banking association ("Lender"), and TOR MINERALS INTERNATIONAL, INC., a Delaware corporation. This Agreement amends and restates that prior Amended and Restated Loan Agreement between Borrower and Lender dated August 23, 2002, as amended.

Form of Nonqualified Option Agreement for Directors
Nonqualified Stock Option Agreement • March 30th, 2005 • Tor Minerals International Inc • Industrial inorganic chemicals

A Nonqualified Stock Option (the "Option") for a total of Two Thousand Five Hundred (2,500) shares (collectively,"Option Shares") of TOR Minerals International, Inc. (the "Company"), is hereby granted to _________ (the "Optionee") at the price determined in this Option and in all respects subject to the terms, definitions and provisions, of the 2000 Incentive Plan for TOR Minerals International, Inc.(the "Plan"), which is incorporated herein by reference, except to the extent otherwise expressly provided in this Option.

Form of Incentive Stock Option Agreement for Officers A
Incentive Stock Option Agreement • March 30th, 2005 • Tor Minerals International Inc • Industrial inorganic chemicals

A Incentive Stock Option (the "Option") for a total of shares (collectively,"Option Shares") of TOR Minerals International, Inc. (the "Company"), is hereby granted to _________ (the "Optionee") at the price determined in this Option and in all respects subject to the terms, definitions and provisions, of the 2000 Incentive Plan For TOR Minerals International, Inc. (the "Plan"), which is incorporated herein by reference, except to the extent otherwise expressly provided in this Option.

Form of Incentive Stock Option Agreement for Officers B
Incentive Stock Option Agreement • March 30th, 2005 • Tor Minerals International Inc • Industrial inorganic chemicals

A Incentive Stock Option (the "Option") for a total of shares (collectively,"Option Shares") TOR Minerals International, Inc. (the "Company"), is hereby granted to ______(the "Optionee") at the price determined in this Option and in all respects subject to the terms, definitions and provisions, of the 2000 Incentive Plan For TOR Minerals International, Inc. (the "Plan"), which is incorporated herein by reference, except to the extent otherwise expressly provided in this Option.

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