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July 14, 1997



Mr. Scott R. Creasman
2905 Elmridge Drive
Flower Mound, Texas  75028

Dear Scott:

Our offer to you for employment as Vice President-Controller of Tyler
Corporation is outlined below:


1.       BEGINNING SALARY - $7,917 per month starting August 4, 1997.  You will
         also be considered for a discretionary salary review at the
         end of this calendar year.

2.       BONUS -  Full eligibility into the new Tyler bonus plan to be
         implemented this calendar year with cash bonus target of 25% of
         base salary when Tyler and or you reach established goals of earnings,
         return on net assets, percentage growth in earnings--whatever goals
         and standards are finally adopted or agreed by Tyler.  For the
         remainder of 1997, your bonus would be discretionary with the company,
         up to $10,000 based on performance.

3.       OPTIONS -  Tyler will grant you an option for 50,000 shares at closing
         price on August 4, 1997, the day you become an employee--20% to
         vest immediately and 20% per year for the next 4 years, all or
         substantially all of which would be ISOs, if possible.

4.       VESTING -  All unvested options would become immediately vested and
         exercisable in the event of a change in control of Tyler and in a
         manner consistent with the terms of my option agreements. Other terms
         not specified in the above, would be consistent with my option
         agreements.

5.       POSITION - Vice President-Controller reporting to the Senior Vice
         President and Chief Financial Officer. Your office would initially be
         located in Tyler's Dallas office on San Jacinto Street, but you will
         relocate to Houston in conjunction with the Tyler Company's move from
         Dallas. See item 8 below regarding relocation.

6.       CORPORATE BENEFITS - Normal benefits for corporate officers of Tyler,
         including insurance, annual physical, reimbursement of reasonable
         business expenses, car allowance of $500 per month, appropriate
         professional fees and dues (i.e. CPA related), continuing professional
         education programs (primarily to maintain CPA license), cellular phone
         and associated monthly charges and company long distance calling
         card.
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Mr. Scott R. Creasman
July 14, 1997
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7.       SEVERANCE - If you are terminated by Tyler for any reason other than
         fraud, theft, gross negligence, or personal malfeasance, you will
         receive a lump sum cash severance payment equal to one year, then
         current, base salary in release of all your claims against the
         Company.  If you were to be terminated as a result of a change in
         control (as defined in my option agreement), you would receive a lump
         sum cash severance of one year's salary also in release of all your
         claims against the Company.  In either event of termination, you would
         receive medical benefits, paid by the Company, up to twelve (12)
         months, or a shorter period, should you secure comparable employment
         elsewhere.

8.       RELOCATION - The Company will incur all reasonable costs associated
         with your relocation to Houston.  You will use best efforts to
         minimize the costs and provide a complete accounting to David Tusa.

9.       START DATE - Commencing  August 4, 1997.


If you  have any questions, please feel free to contact David Tusa or me.

Very truly yours,



Bruce Wilkinson


AGREED AND ACCEPTED


/s/ SCOTT R. CREASMAN
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Scott R. Creasman