8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
	FORM 8‑K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  April 30, 2009

 

TOR Minerals International, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

 

0-17321
(Commission File Number)
722 Burleson Street
Corpus Christi, Texas
(Address of Principal Executive Offices) 74-2081929
(IRS Employer Identification No.)

78402
(Zip Code)

	(361) 883-5591 (Registrant's Telephone Number, Including Area Code)
	N/A (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01             ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Amended US Credit Agreement with Bank of America:

On April 30, 2009, TOR Minerals International, Inc. (the "Company", "Borrower") amended its current Credit Agreement with Bank of America, N.A. (the "Bank").  As reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2009, on March 5, 2009, the Bank notified the Company of its decision to terminate the existing Credit Agreement with the Company and require the Company to pay off all outstanding indebtedness to the Bank by April 1, 2009.  Under the terms of an  amendment and forbearance agreement (the "Credit Agreement Amendment") entered into on April 30, 2009, the maturity date for the Company's Credit Agreement was extended from April 1, 2009 to October 1, 2009.

The Company's Credit Agreement with the Bank consists of the following:

•         Line of Credit, secured by the accounts receivable and inventory of the Company's US operation, in the amount of $2,500,000 of which $1,850,000 was outstanding at April 30, 2009;

•         Real Estate Term Loan, secured by the real estate of the Company's US operation, in the amount of $539,000; and

•         Term Loan, secured by the property, plant, equipment, accounts receivable and inventory of the Company's US operation, in the amount of $308,333.

Under the terms of the Credit Agreement Amendment, the stated maturity of all debt arising under the Credit Agreement is October 1, 2009, at which time all the debt becomes due and payable.  Provided the Company complies with the terms of the Credit Agreement, as amended, the Bank has agreed to forebear the exercise of its rights and remedies under the Credit Agreement that arose by reason of certain defaults occurring prior to such amendments.

In addition, in accordance with the Credit Agreement Amendment,   amendments were made to the Credit Agreement to modify the financial ratios required to be maintained by the Company, as follows:

1.        The Company's  ratio of current assets to current liabilities has been modified to change the current ratio from  previously requiring current assets to current liabilities from at least 1.7 to 1.0 to now requiring a ratio of current assets to current liabilities of at least 1.0 to 1.0.

2.         The fixed charge coverage ratio previously required the Company to maintain a fixed charge coverage ratio of 1.25 to 1.0, and the fixed charge coverage ratio has been amended to read as follows:

"Fixed Charge Coverage Ratio.  Borrower agrees to maintain a Fixed Charge Coverage Ratio, on the basis of its US operations, of at least 0.85 to 1.0.  "Fixed Charge Coverage Ratio" means the ratio of (a) the sum of EBITDA minus the sum of taxes, dividends and maintenance capital expenditures, to (b) the sum of interest expense, the current portion of long term debt (excluding any balloon principal payment due to Lender on October 1, 2009), and the current portion of capitalized lease obligations."

3.        The provisions of the Credit Agreement requiring the Company to maintain a specified ratio of funded debt to its earnings before interest, taxes, depreciation and amortization has been eliminated.

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In consideration of the agreements with the Bank contained  in the amendment, the Company has agreed to use all proceeds in excess of $1 million that it receives on or after May 1, 2009 from the issuance of any of its capital stock, from capital contributions in respect of its capital stock, from the issuance of Debentures or from the incurrence of permitted subordinated indebtedness (as defined in the Credit Agreement) to prepay the loans and other obligations under the Credit Agreement, in such order and in such manner as the Bank may elect in its sole discretion.

The Company is working to establish a corporate lending relationship with a new financial institution for the Company's US operations prior to October 1, 2009, the revised maturity date under the Credit Agreement, to permit the Company to refinance its outstanding debt with the Bank prior to its stated maturity.  In addition, the Company's Board of Directors has authorized the issuance of up to $4 million of Convertible Subordinated Debentures (the "Debentures") for the purpose of refinancing its debt to the Bank and general corporate purposes.  However, there can be no assurance that the Company will be able to successfully refinance the debt or sell any material part of the Debentures.  If the Company is unable to refinance the debt due to the Bank prior to its stated maturity or if the Company defaults under the terms of the Credit Agreements prior to its stated maturity and the Bank were to accelerate the maturity of such indebtedness, the Company does not have sufficient liquidity to pay off the indebtedness owed to the Bank, and the Bank would be entitled to exercise all of its rights and remedies as a secured lender under the Credit Agreement.

Issuance of Convertible Subordinated Debentures:

The Company entered into subscription agreements on May 4, 2009, pursuant to which it sold Units (the "Units") to certain of its related parties, each Unit consisting of an aggregate principal amount of $25,000 of its six-percent (6%) Convertible Subordinated Debentures, due May 4, 2016. The Company received gross proceeds of $1 million from its sale of the Units.  The Debentures are subordinated in right of payment to the prior payment of the Company's indebtedness due to the Bank, as described below.

The Debentures comprising a Unit are convertible into 47,170 shares (the "Debenture Shares") of the Company's common stock, par value $0.25 per share (the "Common Stock"), subject to adjustments for certain events, at an initial conversion price of $0.53 per share.  The closing bid price of the Common Stock on the NASDAQ Capital Market on the trading day immediately preceding the date of the Debentures was $0.29 per share.

In addition, the Company also issued to each subscriber of a Unit warrants (the "Warrants" and together with the Debentures, the "Securities") to purchase 47,170 shares of Common Stock.  The Warrants may be exercised in whole or in part at any time or from time to time only after the Company obtains shareholder approval for the issuance of shares upon exercise of the Warrant and on or before the seven year anniversary of the date hereof, unless otherwise extended.  If such shareholder approval is not obtained, the Warrant shall remain non-exercisable.  The initial exercise price of the Warrants is $0.53.

The Securities were issued to the following:

•         20 Units - Issued to the Company's Chairman, Bernard Paulson, a 21.4% shareholder, through Paulson Ranch, Ltd., for an aggregate purchase price of $500,000;

•         10 Units - Issued to the Company's Director, David Hartman, an 11.1% shareholder, through the D and CH Trust, for an aggregate purchase price of $250,000; and

•         10 Units - Issued to the Company's Director, Douglas Hartman, an 11.1% shareholder, through the Douglas MacDonald Hartman Family Irrevocable Trust, for an aggregate purchase price of $250,000.

The Company will pay interest on the Debentures at the per annum rate of 6%, which will be paid quarterly.  The Company will make annual payments of principal beginning May 4, 2012 in the amount of one-sixteenth of the original principal amount of the Debentures, with the remaining outstanding principal balance and all accrued and unpaid interest to be paid on May 4, 2016, the maturity date of the Debentures.  The Company may prepay the Debentures, in whole or in part, upon 30 days prior notice to the holders thereof if certain conditions are satisfied.

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Subordination Agreement:

The Company executed a subordination agreement (the "Subordination Agreement"), effective May 4, 2009, by and among Paulson Ranch, Ltd., a Texas limited partnership ("PRL"), David A. Hartman, as trustee of The D and CH Trust, a trust organized under the laws of the State of Texas ("DCH"), Douglas M. Hartman, as trustee of The Douglas MacDonald Hartman Family Irrevocable Trust, a trust organized under the laws of the State of Texas ("DMH" and collectively, with PRL and DCH, the "Subordinated Lenders" and each a "Subordinated Lender") each of which is a purchaser of the Units described above, and the Bank.

Under the terms of the Subordination Agreement, any payment or distribution in respect of the Debentures is and shall be expressly junior and subordinated in right of payment to all amounts due and owing to the Bank from time to time, and the Subordinated Lenders may not receive or accept any payment with respect to the Debentures.  However, if no default exists under the Credit Agreement, the Company may pay, and the Subordinated Lenders may receive, regularly scheduled payments of interest in respect of the Debentures, in each case as set out in the Debentures on the date of the Agreement.  In addition, the Debentures shall be unsecured in all respects and the Company may not incur, grant, or permit to exist any liens on any of its assets to secure all or any portion of the Debentures.

ITEM 2.03             CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

See our discussion in Item 1.01 with respect to the Company's amended Credit Agreement with Bank of America and the Company's issuance of its 6% Convertible Subordinated Debentures due May 4, 2009, which is incorporated herein by reference.

ITEM 3.02             UNREGISTERED SALES OF EQUITY SECURITIES.

See our discussion in Item 1.01 with respect to the Company's issuance of 6% Convertible Subordinated Debentures due May 4, 2016 and the Warrants, which is incorporated herein by reference.  The Securities were issued in reliance on the exemption from registration provided by Section 4(2) under the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, based on the private sale of the Securities to "accredited investors" (as such term is defined under Regulation D).

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ITEM 9.01             FINANCIAL STATEMENTS AND EXHIBITS

(a)	Financial Statements of Businesses Acquired. Not applicable.
(b)	Pro Forma Financial Information. Not applicable.
(c)	Shell company transaction Not applicable
(d)	Exhibits. The following exhibit is furnished in accordance with the provisions of Item 601 of Regulation S-B:
	Exhibit Number	Description
	10.1	Eight Amendment to Second Amended and Restated Loan Agreement and Forbearance Agreement
	10.2	Form of Subscription Agreement, Paulson Ranch, Ltd.
	10.3	Form of 6% Convertible Subordinated Debenture, Paulson Ranch, Ltd.
	10.4	Form of Warrant, Paulson Ranch, Ltd.
	10.5	Form of Subscription Agreement, D and CH Trust
	10.6	Form of 6% Convertible Subordinated Debenture, D and CH Trust
	10.7	Form of Warrant, D and CH Trust
	10.8	Form of Subscription Agreement, Douglas MacDonald Hartman Family Irrevocable Trust
	10.9	Form of 6% Convertible Subordinated Debenture, Douglas MacDonald Hartman Family Irrevocable Trust
	10.10	Form of Warrant, Douglas MacDonald Hartman Family Irrevocable Trust
	10.11	Subordination Agreement
	99.1	Press Release issued May 6, 2009 announcing the amendment to the loan agreement and the sale of convertible subordinated debentures
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
			TOR MINERALS INTERNATIONAL, INC. _____________________ (Registrant)
Date:  May 6, 2009			/s/ BARBARA RUSSELL
			Barbara Russell Acting Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Eight Amendment to Second Amended and Restated Loan Agreement and Forbearance Agreement
10.2	Form of Subscription Agreement, Paulson Ranch, Ltd.
10.3	Form of 6% Convertible Subordinated Debenture, Paulson Ranch, Ltd.
10.4	Form of Warrant, Paulson Ranch, Ltd.
10.5	Form of Subscription Agreement, D and CH Trust
10.6	Form of 6% Convertible Subordinated Debenture, D and CH Trust
10.7	Form of Warrant, D and CH Trust
10.8	Form of Subscription Agreement, Douglas MacDonald Hartman Family Irrevocable Trust
10.9	Form of 6% Convertible Subordinated Debenture, Douglas MacDonald Hartman Family Irrevocable Trust
10.10	Form of Warrant, Douglas MacDonald Hartman Family Irrevocable Trust
10.11	Subordination Agreement
99.1	Press Release issued May 6, 2009 announcing the amendment to the loan agreement and the sale of convertible subordinated debentures

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EX-10

EXHIBIT 10.1

EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT AND FORBEARANCE AGREEMENT

THIS EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT AND FORBEARANCE AGREEMENT (this "Amendment") is dated April 30, 2009, but effective for all purposes as of the Effective Date (defined below), and entered into between TOR Minerals International, Inc., a Delaware corporation ("Borrower"), and BANK OF AMERICA, N.A., a national banking association ("Lender").  Capitalized terms used but not defined in this Amendment have the meaning given them in the Loan Agreement (defined below).

RECITALS

A.        Borrower and Lender entered into that certain Second Amended and Restated Loan Agreement dated as of December 21, 2004 (as amended by First Amendment dated December 13, 2005, Second Amendment dated November 29, 2006, Third Amendment dated February 15, 2007, Fourth Amendment dated May 7, 2007, Fifth Amendment dated March 19, 2008, Waiver and Sixth Amendment dated August 14, 2008, Waiver and Seventh Amendment dated November 14, 2008, and as further amended, restated or supplemented the "Loan Agreement").

B.         Events of Default under the Loan Agreement have occurred as a result of Borrower's failure to comply with (i) the Fixed Charge Coverage Ratio covenant contained in Section 4.B(iii) of the Loan Agreement for the period ending December 31, 2008, and (ii) the Funded Debt to EBITDA Ratio covenant contained in Section 4.B(v) of the Loan Agreement for the period ending December 31, 2008 (collectively, the "Existing Defaults").

C.         Lender has the present right, pursuant to the Loan Agreement, to take such remedial action provided therein and under applicable law, including without limitation, to declare the Loans to be immediately due and payable, to collect the Loans, to foreclose upon the collateral held pursuant to the Loan Documents, and to exercise any and all legal rights and remedies available to it under the Loan Documents or applicable law.

D.        Borrower has requested that Lender forbear from the exercise of its rights and remedies in respect of the Existing Defaults.

E.         The forbearance by Lender from the current exercise of its rights and remedies as provided for in this Amendment will result in a direct tangible and intangible benefit to Borrower.

F.         On or about May 1, 2009, Borrower intends to issue an aggregate principal amount of $1,000,000 of its 6% Convertible Subordinated Debentures due 2016 (the "Debentures") to Paulson Ranch, Ltd., David A. Hartman, as trustee of The D and CH Trust, and Douglas H. Hartman, as trustee of The Douglas MacDonald Hartman Family Irrevocable Trust.

G.         Borrower and Lender have agreed to amend the Loan Agreement, subject to the terms and conditions of this Amendment.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned hereby agree as follows:

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1.                   Amendments to Loan Agreement.

(a)    Section 1.H of the Loan Agreement            (Funded Debt to EBITDA Ratio) is deleted in its entirety and replaced with "[Intentionally Omitted.]"

(b)    The Loan Agreement is amended to extend the maturity date of Revolving Note to October 1, 2009, by deleting the first sentence of Section 2.A and replacing it with the following:

"Lender agrees to establish a revolving line of credit for Loans to be made to Borrower, which shall be evidenced by the promissory note maturing October 1, 2009 (or earlier if Lender's commitment to make Loans under the Revolving Note is otherwise cancelled or terminated in accordance with Section 7 of this Agreement or otherwise), which is substantially in the form attached as Exhibit A-1, to which reference is made for all purposes (the "Revolving Note").

(c)                The Loan Agreement is amended to modify the maturity date of the Term Note to October 1, 2009, by deleting the first sentence of Section 2.F and replacing it with the following:

"On or about May 7, 2007, Lender made a single advance term loan to Borrower in the amount of $500,000 (the "Term Loan"), which was evidenced by that certain promissory note dated May 7, 2007, maturing May 1, 2012 (the "Initial Term Note"), which was replaced by that certain promissory note dated August 14, 2008, maturing May 1, 2012, with an outstanding principal amount of $308,333 as of April 1, 2009 (the "Second Term Note"), which has been replaced by that certain promissory note executed by Borrower dated April 30, 2009, maturing October 1, 2009 or earlier if accelerated under the terms of this Agreement, which promissory note is substantially in the form attached as Exhibit A-2, to which reference is hereby made for all purposes (which promissory note is given in replacement for (but not a novation of) the Initial Term Note and the Second Term Note, the "Term Note").

(d)                The Loan Agreement is amended to modify the maturity date of the Real Estate Term Note to October 1, 2009, by deleting Section 2.K in its entirety and replacing it with the following:

"K.       On or about December 13, 2005, Lender made a single advance term loan to Borrower in the amount of $1,029,000.00 (the "Real Estate Term Loan"), which was evidenced by that certain promissory note dated December 13, 2005, maturing November 30, 2010 (the "Initial Real Estate Term Note"), which was replaced by that certain promissory note executed by Borrower dated August 14, 2008, maturing November 30, 2010, with an outstanding principal amount of $539,000 as of April 1, 2009 (the "Second Real Estate Term Note"), which has been replaced by that certain promissory note executed by Borrower dated April 30, 2009, maturing October 1, 2009 or earlier if accelerated under the terms of this Agreement, which promissory note is substantially in the form attached as Exhibit A-3, to which reference is hereby made for all purposes (such promissory note is given in replacement for (but not a novation of) the Initial Real Estate Term Note and the Second Real Estate Term Note, the "Real Estate Term Note").

(e)                The Loan Agreement is amended to delete Section 4.B(ii) and replace it with the following:

"ii.        Current Ratio.  Borrower agrees to maintain a ratio of current assets of its operations in the United States to current liabilities attributable to its operations in the United States (including the outstanding principal balance of the Revolving Note) of at least 1.00 to 1.00 as of the fiscal quarter ended June 30, 2009."

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(f)                 The Loan Agreement is amended delete Section 4.B(iii) in its entirety and to replace such clause (iii) with the following:

"iii.  Fixed Charge Coverage Ratio.  Borrower agrees to maintain a Fixed Charge Coverage Ratio of at least 0.85 to 1.00.  "Fixed Charged Coverage Ratio" means the ratio of (a) the sum of EBITDA minus the sum of taxes, dividends, and maintenance capital expenditures, to (b) the sum of interest expense, the current portion of long term debt (excluding any balloon principal payment due to Lender on October 1, 2009), and the current portion of capitalized lease obligations, in each case attributable to its operations in the United States. "EBITDA" means net income from Borrower's operations in the United States, less income or plus loss from discontinued operations and extraordinary items, plus income taxes, plus interest expense, plus depreciation, depletion and amortization, and plus non-cash charges. This ratio will be calculated using the results of Borrower's operations in the United States for the three-month period ended June 30, 2009."

(g)                The Loan Agreement is amended to delete Section 4.B(v) in its entirety and replace it with the following: 

"v.        [Intentionally Deleted.]"

(h)                The Loan Agreement is amended to delete Section 4.C(ii) in its entirety and replace it with the following:

"ii.        Periodic Financial Statements.  Borrower agrees to furnish Lender with a copy of its internally prepared monthly financial statements, certified and dated by an authorized financial officer of Borrower, within 15 days after the end of each calendar month, which financial statements shall include (a) a balance sheet as of the end of the calendar month, (b) a profit and loss statement reflecting Borrower's operations during the calendar month, (c) a summary of the inventory in Borrower's possession at the end of the calendar month, priced at the lower of cost or market, and (d) an aged list of accounts receivable owed to Borrower at the end of the calendar month.  The statements shall be prepared on a consolidated and consolidating basis."

2.             Forbearance.

(a)        Borrower hereby acknowledges and agrees that each of the Existing Defaults exists and is continuing without timely cure by Borrower and Borrower further agrees that but for the forbearance of Lender set forth below, Lender would be entitled to pursue its remedies for the enforcement of Borrower's obligations under the Loan Agreement.  Borrower further agrees that such Existing Defaults are not cured or waived by reason of Lender's execution of this Amendment.  Lender is only agreeing in this Amendment to forbear from the exercise of its remedies on the terms set forth herein which may arise or have arisen by virtue of the Existing Defaults and upon termination of the Forbearance Period (as hereinafter defined), Lender shall remain entitled to pursue any and all of its remedies which may arise or have arisen by virtue of such Existing Defaults. 

1573348v8                                                                                                                                    3

                     (b)        Lender agrees that for a period (the "Forbearance Period") commencing on the date of this Amendment and ending on the Forbearance Termination Date (hereinafter defined), Lender will not exercise any of its rights or remedies under the Loan Agreement which may arise or have arisen from or by virtue of the Existing Defaults.  Lender's forbearance under this Amendment will automatically terminate without any notice to Borrower on the date being the earliest of (such date, the "Forbearance Termination Date"): (i) the date that Borrower shall be adjudicated insolvent or shall generally not pay or admit in writing its inability to pay, its debts as they become due, or makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by Borrower seeking to adjudicate it insolvent, seeking liquidation, dissolution, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for Borrower or for any substantial part of its property, or Borrower shall take any action in furtherance of any of the foregoing or any proceeding of the type referred to in this clause is filed, or any such proceeding is commenced against Borrower, or Borrower by any act indicates approval thereof, consent thereto or acquiescence therein, or an order for relief is entered in an involuntary case under the bankruptcy laws of the United States or an order, judgment or decree is entered appointing a trustee, receiver, custodian, liquidator or similar official or adjudicating Borrower insolvent, or approving the petition in any such proceedings, (ii) the date that Borrower shall fail to perform or observe any covenant or agreement contained in this Amendment, (iii) the date upon which Borrower's obligations under the Loan Agreement have been satisfied in full, and (iv) October 1, 2009.

                     (c)        On the Forbearance Termination Date, Lender's agreement hereunder to forebear from exercising its rights and remedies under the Loan Agreement shall automatically cease and terminate and be of no further force and effect, at which time Lender shall be entitled to exercise any and all remedies available under the Loan Agreement or under applicable law.  Borrower waives any and all further notice, presentment, notice of dishonor or demand with respect to its obligations under the Loan Agreement.

                     (d)        Notwithstanding the provisions of this Amendment, Lender is entitled to take any and all action as may be necessary and appropriate to perfect, protect and defend the priority of its liens under the Loan Agreement against the claims and actions of any other creditors (including any bankruptcy trustee) and to make such filings as may be necessary and appropriate to insure or maintain the priority and perfection of its liens.  In order to preserve the status quo with respect to any statutes of limitations which may be applicable to any action by Lender for enforcement of its rights under the Loan Agreement or applicable law, Lender and Borrower agree that all of said statutes are hereby tolled until the occurrence of the Forbearance Termination Date.  No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver of any such right nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by applicable law.

            Mandatory Prepayment.  In consideration of the agreements of Lender in this Amendment, Borrower covenants and agrees that all gross proceeds in excess of $1,000,000 in the aggregate and received by Borrower at anytime on or after May 1, 2009, from the issuance of any of its capital stock (whether common stock or preferred stock), from capital contributions in respect of its capital stock, from the issuance of the Debentures, or from the incurrence or any Permitted Subordinated Indebtedness, shall be immediately remitted by Borrower to Lender to prepay the Loans and other obligations of Borrower arising under the Loan Documents and such amounts shall be applied by Lender to the Loans or other obligations of Borrower arising under the Loan Documents (whether applied to fees, expenses, interest, principal or otherwise) in such order and in such manner as Lender may elect in its sole discretion.  Borrower covenants and agrees that the Debentures shall not be issued unless and until a Subordination Agreement is executed among Borrower, the holders of the Debentures, and Lender, in form and substance satisfactory to Lender, in its sole discretion, and Lender approves of the terms and conditions of the definitive Debentures and the related subordinated debt documents, in Lender's sole discretion.

3.                   Conditions.  This Amendment shall be effective as of April 30, 2009 (the "Effective Date") once each of the following have been delivered to Lender:

(i)                           this Amendment executed by Borrower and Lender;

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(ii)                         Officer's Certificate from Borrower certifying as to incumbency of officers, specimen signatures, it certificate of incorporation and bylaws, and resolutions adopted by the Board of Directors authorizing this Amendment;

(iii)                        a replacement Revolving Note, Term Note, and Real Estate Term Note executed by Borrower in favor of Lender;

(iv)                       Subordination Agreement among, Lender, Paulson Ranch, Ltd., David A. Hartman, as trustee of The D and CH Trust, and Douglas H. Hartman, as trustee of The Douglas MacDonald Hartman Family Irrevocable Trust, in form and substance acceptable to Lender;

(v)                         payment by Borrower to Lender of a $2,500 amendment fee, which fee shall be full-earned and non-refundable when paid; and

(vi)                       such other documents as Lender may reasonably request.

4.                   Representations and Warranties.  Borrower represents and warrants to Lender that (a) it possesses all requisite power and authority to execute, deliver and comply with the terms of this Amendment, (b) this Amendment has been duly authorized and approved by all requisite corporate action on the part of Borrower, (c) no other consent of any person, governmental authority, or entity (other than Lender) is required for this Amendment to be effective, (d) the execution and delivery of this Amendment does not violate its organizational documents, (e) the representations and warranties in each Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment as though made on the date of this Amendment (except to the extent that such representations and warranties speak to a specific date or as modified by this Amendment), (f) except for the Existing Defaults, it is in full compliance with all covenants and agreements contained in each Loan Document to which it is a party, and (g) no Event of Default has occurred and is continuing other than the Existing Defaults.  The representations and warranties made in this Amendment shall survive the execution and delivery of this Amendment.  No investigation by Lender is required for Lender to rely on the representations and warranties in this Amendment.

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5.                   Scope of Amendment; Reaffirmation; Release.  All references to the Loan Agreement shall refer to the Loan Agreement as amended by this Amendment.  Except as affected by this Amendment, the Loan Documents are unchanged and continue in full force and effect.  However, in the event of any inconsistency between the terms of the Loan Agreement (as amended by this Amendment) and any other Loan Document, the terms of the Loan Agreement shall control and such other document shall be deemed to be amended to conform to the terms of the Loan Agreement.  Borrower hereby reaffirms its obligations under the Loan Documents to which it is a party and agrees that all Loan Documents to which they are a party remain in full force and effect and continue to be legal, valid, and binding obligations enforceable in accordance with their terms (as the same are affected by this Amendment).  BORROWER HEREBY RELEASES LENDER FROM ANY LIABILITY FOR ACTIONS OR OMISSIONS IN CONNECTION WITH THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS PRIOR TO THE DATE OF THIS AMENDMENT AND BORROWER WAIVES AND RELEASES ANY AND ALL OF ITS RIGHTS, REMEDIES, CLAIMS, DEMANDS AND CAUSES OF ACTION BASED UPON OR RELATED TO, IN WHOLE OR IN PART, FROM THE NEGLIGENCE, BREACH OF CONTRACT OR OTHER FAULT, OR STRICT LIABILITY WITHOUT REGARD TO FAULT, TO THE MAXIMUM EXTENT THAT SUCH RIGHTS, REMEDIES, CLAIMS, DEMANDS AND CAUSES OF ACTION MAY LAWFULLY BE RELEASED AND WAIVED AND TO THE EXTENT ARISING PRIOR TO THE DATE OF THIS AMENDMENT.  BORROWER ACKNOWLEDGES THAT LENDER HAS FULFILLED ALL OF ITS CONTRACTUAL OBLIGATIONS UNDER THE LOAN DOCUMENTS ARISING PRIOR TO THE DATE HEREOF.  IN FURTHERANCE THEREOF, BORROWER REPRESENTS THAT BORROWER HAS HAD THE OPPORTUNITY TO ENGAGE LEGAL COUNSEL IN CONNECTION WITH THE NEGOTIATION, EXECUTION AND DELIVERY OF THIS AMENDMENT AND BORROWER DOES NOT CONSIDER ITSELF TO BE IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH RESPECT TO THE LOAN DOCUMENTS AND BORROWER VOLUNTARILY CONSENTS TO THIS WAIVER.

6.                   Miscellaneous.

(a)                No Waiver of Defaults.  This Amendment does not constitute (i) a waiver of, or a consent to, (A) any provision of the Loan Agreement or any other Loan Document not expressly referred to in this Amendment, or (B) any present or future violation of, or default under, any provision of the Loan Documents, or (ii) a waiver of Lender's right to insist upon future compliance with each term, covenant, condition and provision of the Loan Documents.

(b)                Form.  Each agreement, document, instrument or other writing to be furnished to Lender under any provision of this Amendment must be in form and substance satisfactory to Lender and its counsel.

(c)                Headings.  The headings and captions used in this Amendment are for convenience only and will not be deemed to limit, amplify or modify the terms of this Amendment, the Loan Agreement or the other Loan Documents.

(d)                Costs, Expenses and Attorneys' Fees.  Borrower agrees to pay or reimburse Lender on demand for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Amendment, including, without limitation, the reasonable fees and disbursements of Lender's counsel.

(e)                Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of each of the undersigned and their respective successors and permitted assigns.

(f)                 Multiple Counterparts.  This Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document.  All counterparts must be construed together to constitute one and the same instrument.  This Amendment may be transmitted and signed by facsimile or by portable document format (PDF).  The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually-signed originals and shall be binding on Borrower and Lender.  Lender may also require that any such documents and signatures be confirmed by a manually-signed original; provided that the failure to request or deliver the same shall not limit the effectiveness of any facsimile or PDF document or signature.

(g)                Governing Law.  This Amendment and the other Loan Documents must be construed, and their performance enforced, under Texas law.

(h)                Arbitration.  Upon the demand of any party to this Amendment, any dispute shall be resolved by binding arbitration as provided for in Section 11 of the Loan Agreement.

(i)                 Entirety.  The Loan Documents (as amended hereby) Represent the Final Agreement Between Borrower and Lender and May Not Be Contradicted by Evidence of Prior, Contemporaneous, or Subsequent Oral Agreements by the Parties.  There Are No Unwritten Oral Agreements among the Parties.

[Signatures are on the following page.]

1573348v8         6

The Amendment is executed as of the date set out in the preamble to this Amendment.

BORROWER:

TOR MINERALS INTERNATIONAL, INC.,

a Delaware corporation

By: Name:  Barbara Russell
Title:     Acting Chief Financial Officer

LENDER:

BANK OF AMERICA, N.A.,

a national banking association

By: Peter Vitale, Senior Vice President

[Signature Page to Eighth Amendment to Second Amended and Restated Loan Agreement and Forbearance Agreement]

EX-10

EXHIBIT 10.2

SUBSCRIPTION AGREEMENT

TOR Minerals International, Inc.
722 Burleson Street
Corpus Christi, Texas  78402

Dear Mr. Paulson:

The undersigned (the "Subscriber") understands that TOR Minerals International, Inc., a Delaware corporation (the "Company"), in connection with the proposed extension and refinancing of its credit arrangements with Bank of America, N.A. (the "Bank") described in Section 6(b)(iii) below, is offering for sale units (the "Units"), each consisting of an aggregate principal amount of $25,000 of its 6% Convertible Subordination Debentures due May 4, 2016 (the "Debentures").

            The Company will pay interest on the Debentures at the per annum rate of 6%, which will be quarterly on August 4, November 4, February 4 and May 4 of each year, commencing on August 4, 2009.  The Company will make annual payments of principal beginning May 4, 2012 in the amount of one-sixteenth of the original principal amount of the Debentures, with the remaining outstanding principal balance and all accrued and unpaid interest to be paid on May 4, 2016, the maturity date of the Debentures.  The Company may prepay the Debentures, in whole or in part, upon 30 days prior notice to the holders thereof if certain conditions are satisfied.  The Debentures comprising a Unit are convertible into 47,170 shares (the "Debenture Shares") of the Company's common stock, par value $.25 per share (the "Common Stock"), subject to adjustments for certain events, at an initial conversion price of $0.53 per share.  The initial conversion price is determined based on the greater of (i) the consolidated closing bid price of the Common Stock on the NASDAQ Capital Market on the trading day immediately preceding the date of the Debentures plus $0.125, and (ii) $0.53.

            In addition, the Company will also issue to the Subscriber of a Unit warrants (the "Warrants," and together with the Debentures, the "Securities") to purchase 47,170 shares of Common Stock ("Warrant Shares," and together with the shares issuable upon conversion of the Debentures, the "Shares"), subject to adjustments for certain events, at an initial exercise price of $0.53 per share.  The initial exercise price is determined based on the greater of (i) the consolidated closing bid price of the Common Stock on the NASDAQ Capital Market on the trading day immediately preceding the date of the Warrants, and (ii) $0.53.

The Subscriber understands that the offering of the Units (the "Offering") is being made without registration of the Units under the Securities Act of 1933, as amended (the "Securities Act"), or any securities, "blue sky" or other similar laws of any state ("State Securities Laws"). 

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            Section 1.        Subscription.  Subject to the terms and conditions hereof, the Subscriber hereby subscribes for and agrees to purchase the number of Units set forth on Appendix A hereto for the aggregate purchase price set forth thereon upon acceptance of this Subscription Agreement by the Company.  The Subscriber hereby agrees that this Subscription Agreement shall be irrevocable and shall survive the death, dissolution or legal incapacity of the Subscriber.

            Section 2.        Payment for Units.  The undersigned has enclosed herewith the consideration ("Purchase Price") required to purchase the number of Units subscribed for hereunder.  Payment of the Purchase Price is being made by delivery to the Company of a wire transfer or check made payable to the Company in the amount shown on Appendix A hereto in consideration for the Units subscribed.

            Section 3.        Funds.  If the conditions of the Closing as specified in Section 4 hereof are not timely satisfied (or waived), this subscription shall be void and all funds received from Subscriber, together with any interest earned thereon, shall be promptly returned to Subscriber.

            Section 4.        Acceptance of Subscription.  The Subscriber understands and acknowledges that (a) the Company has the unconditional right, exercisable in its sole and absolute discretion, to accept or reject this Subscription Agreement, in whole or in part, (b) the subscription shall not be valid unless and until accepted by the Company, (c) this Subscription Agreement shall be deemed to be accepted by the Company only when it is signed by an authorized officer of the Company on behalf of the Company, (d) notwithstanding anything in this Subscription Agreement to the contrary, the Company shall have no obligation to issue the Units to any person to whom the issuance of the Units would constitute a violation of the Securities Act or any State Securities Laws, and (e) the Company will not accept any subscriptions following the refinancing of the credit arrangements with the Bank, as determined in the sole discretion of the Company.  The Company will deliver instruments representing the Units purchased by the Subscriber to the Subscriber promptly after closing.

            Section 5.        Representations and Warranties of the Company.  As of the date hereof, the Company represents and warrants that:

            (a)        The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, with full power and authority to conduct its business as it is currently being conducted and to own its assets.  The Company is duly qualified to do business, and will be in good standing as a foreign corporation authorized to do business, in all jurisdictions in which a failure to so qualify would have a material adverse effect on the business condition (financial or otherwise), earnings, properties, or results of operations of the Company, taken as a whole.

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            (b)        The Shares underlying the Warrants, when issued upon exercise of the Warrants in accordance with the terms thereof, will have been duly authorized and, when issued and paid for in accordance with the terms set forth herein, will be duly issued, fully paid and nonassessable obligations of the Company.

            (c)        The Shares underlying the Debentures, when issued upon conversion of the Debentures in accordance with the terms thereof, will have been duly authorized and, when issued and paid for in accordance with the terms set forth herein, will be duly issued, fully paid and nonassessable obligations of the Company.

            Section 6.        Representations and Warranties of the Subscriber.  The Subscriber hereby represents and warrants to and covenants with the Company and to each officer, director and agent of the Company as follows:

            (a)        General.

            (i)         The Subscriber has all requisite authority to enter into this Subscription Agreement and to perform all of the obligations required to be performed by the Subscriber hereunder.

            (ii)        The Subscriber is the sole party in interest and is not acquiring the Units as an agent or otherwise for any other person. 

            (b)        Information Concerning the Company.

            (i)         The Subscriber is familiar with the financial condition and proposed business, properties, operations and prospects of the Company and its subsidiaries, and, at a reasonable time prior to the execution of this Subscription Agreement, has been afforded the opportunity to ask questions of and received satisfactory answers from the Company's officers and directors, or other persons acting on the Company's behalf, concerning the financial condition and proposed business, properties, operations and prospects of the Company and concerning the terms and conditions of the offering of the Units and has asked such questions as it desires to ask and all such questions have been answered to the full satisfaction of the Subscriber.

            (ii)        The Subscriber understands that, unless the Subscriber notifies the Company in writing to the contrary before the Closing, all the representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the Subscriber.

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            (iii)       The Subscriber understands that the purchase of the Units involves various risks, including, the risk that he, she or it may lose his, her or its entire investment in the Company.  In particular, the Subscriber is aware that (A) the Bank, the Company's principal lender for its U.S. operations, has notified the Company of its decision to terminate its credit agreement with the Company and require the Company to pay off all of its outstanding debt to the Bank, (B) the Company does not have the cash resources to discharge this indebtedness as required nor does the Company have an alternative financing source to enable it to refinance this indebtedness, and (C) this Offering is a condition of the Bank for an extension of the maturity of this indebtedness.

            (iv)       No representations or warranties have been made to the Subscriber by the Company as to the tax consequences of this investment, or as to profits, losses or cash flow which may be received or sustained as a result of this investment.

            (v)        All documents, records and books pertaining to a proposed investment in the Units which the Subscriber has requested have been made available to the Subscriber.

            (c)        Status of the Subscriber.

          (i)         The Subscriber represents that the Subscriber is (CHECK EACH CATEGORY OF "ACCREDITED INVESTOR" BELOW, IF ANY, WHICH IS APPLICABLE TO THE SUBSCRIBER):

            ( X)       A.  a natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his or her purchase exceeds $1,000,000;

            ( )         B.  a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

4

            ( )         C.  a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees if such plan has total assets in excess of $5,000,000; or an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA"), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which fiduciary is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors (as listed in categories (A)-(G));

            ( )         D.  a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

            ( )         E.  an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or a partnership, with total assets in excess of $5,000,000, and which was not formed for the specific purpose of acquiring the Units;

            ( )         F.  a trust, with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the Units whose purchase is directed by a person who has knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in Units;

            ( )         G.  an entity in which all of the equity owners are Accredited Investors (as listed in categories (A)-(F)).

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(ii)        The Subscriber, either alone or with his, her or its purchaser representative, has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Units.  The Subscriber is able to bear the economic risk of this investment.  The Subscriber has had the opportunity to consult with the Subscriber's own attorney, accountant and/or purchaser representative regarding this Subscriber's investment in the Units and their suitability for purchase by the Subscriber, and to the extent necessary, the Subscriber has retained, at Subscriber's own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits, risks and consequences of this Subscription Agreement and of purchasing and owning the Units.

(iii)       The Subscriber agrees to furnish any additional information requested to assure compliance with applicable Federal and State Securities Laws in connection with the purchase and sale of these Units.

            (d)        Restrictions on Transfer or Sale of the Units.

(i)         The Subscriber is acquiring the Units and the Shares issuable upon exercise or conversion of the Securities solely for the Subscriber's own beneficial account, for investment purposes, and not with view to, or for resale in connection with, any distribution of the Securities and the Shares issuable upon exercise or conversion of the Securities.  The Subscriber understands that the offer and the sale of the Securities has not been registered under the Securities Act or any State Securities Law by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Subscriber and of the other representations made by the Subscriber in this Subscription Agreement.  The Subscriber understands that the Company is relying upon the representations, covenants and agreements contained in this Subscription Agreement (and any supplemental information) for the purposes of determining whether this transaction meets the requirements for such exemptions.

(ii)        The Subscriber understands that the Securities and the Shares issuable upon exercise or conversion of the Securities are, and on issuance upon exercise or conversion of the Securities will be, "restricted securities" under applicable federal securities laws and that the Securities Act and the rules of the Securities and Exchange Commission (the "Commission") provide in substance that the Subscriber may dispose of the Securities and the Shares issuable upon exercise or conversion of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and the Subscriber understands that the Company has no obligation or intention to register any of the Securities and the Shares issuable upon exercise or conversion of the Securities purchased by the Subscriber hereunder or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder).  As a consequence, the Subscriber understands that there is no public market for the Securities and the Subscriber therefore must bear the economic risks of the investment in the Securities and the Shares issuable upon exercise or conversion of the Securities for an indefinite period of time.  The Subscriber understands that the Subscriber may not at any time demand the purchase by the Company of any of the Subscriber's Securities and the Shares issuable upon exercise or conversion of the Securities.

6

(iii)       The Subscriber agrees:  (A) that the Subscriber will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities and the Shares issuable upon exercise or conversion of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities and the Shares issuable upon exercise or conversion of the Securities under the Securities Act and all applicable State Securities Laws or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws; (B) that the Company and any transfer agent for the Securities and the Shares issuable upon exercise or conversion of the Securities shall not be required to give effect to any purported transfer of any of the Securities and the Shares issuable upon exercise or conversion of the Securities except upon compliance with the foregoing restrictions; and (C) that a legend in substantially the following form will be placed on the certificates representing the Securities and the Shares issuable upon exercise or conversion of the Securities:

"The Securities represented by this document have not been registered under any securities laws and the transferability of the Securities therefore is restricted.  The Securities may not be sold, assigned or transferred, nor will any assignee, vendee, transferee, or endorsee hereof be recognized as having an interest in such Securities by the Company for any purpose, unless (i) a registration statement under the Securities Act of 1933, as amended, with respect to such Securities shall then be in effect and such transfer has been qualified under applicable state securities laws, or unless (ii) the availability of an exemption from registration and qualification shall be established to the satisfaction of counsel for the Company."

            (iv)       The Subscriber has not offered or sold any portion of the subscribed for Units, Securities or Shares issuable upon exercise or conversion of the Securities and has no present intention of dividing such Units, Securities or Shares issuable upon exercise or conversion of the Securities with others or of reselling or otherwise disposing of any portion of such Units, Securities or Shares issuable upon exercise or conversion of the Securities either currently or after the passage of a fixed or determinable period of time or upon the occurrence on nonoccurrence of any predetermined event or circumstance.

7

            Section 7.        Survival and Indemnification.  All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Section 7 shall survive (a) the acceptance of this Subscription Agreement by the Company, and (b) the death or disability of the Subscriber.  The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the Units.  The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgment or amounts paid in settlement of actions arising out of or resulting from the untruth or any representation herein or the breach of any warranty or covenant herein.  Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or State Securities laws.

            Section 8.        Conditions to Obligations of the Company.  The obligations of the Company to sell the number and amount of Units specified herein is subject to the condition that the representations and warranties of the Subscriber contained in Section 6 hereof shall be true and correct on and as of the Closing in all respects with the same effect as though such representations and warranties had been made on and as of the Closing.

            Section 9.        Notices.  All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, telex, telecopier or overnight air courier guaranteeing next day delivery:

                        (a)        if to the Company, to it at the following address:

TOR Minerals International, Inc.
722 Burleson Street
Corpus Christi, Texas  78402

            (b)        if to the Subscriber, to the address set forth on the signature page hereto, or at such other address as either party shall have specified by notice in writing to the other.

8

All notice and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.  If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

            Section 10.      Notification of Changes.  The Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the Closing which would cause any representation, warranty, covenant or other statement contained in this Subscription Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the Closing.

            Section 11.      Assignability.  This Subscription Agreement is not assignable by the Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modifications, waiver or termination is sought.

            Section 12.      Binding Effect.  Except as otherwise provided herein, this Subscription Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and binding upon such heirs, executors, administrators, successors, legal representatives and assigns.  If the Subscriber is more than one person, the obligation of the Subscriber shall be joint and several and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon each such person and his, her or its heirs, executors, administrators and successors.

             Section 13.      Obligations Irrevocable.  The obligations of the Subscriber shall be irrevocable, except with the consent of the Company, until the Closing or earlier termination of the Offering.

            Section 14.      Entire Agreement.  This Subscription Agreement constitutes the entire agreement of the Subscriber and the Company relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written.

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            Section 15.      Governing Law.  THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of Texas in any action or proceeding arising out of or relating to this Subscription Agreement.

            Section 16.      Severability.  If any provision of this Subscription Agreement or the application thereof to any Subscriber or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Subscription Agreement and the application of such provision to other subscriptions or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

            Section 17.      Headings.  The headings in this Subscription Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define, or limit the scope, extent or intent of this Subscription Agreement or any provision  hereof.

            Section 18.      Counterparts.  This Subscription Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

[Signature page follows.]

10

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

            IN WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription Agreement this 4th day of May, 2009.

________________________________________

Investor  Signature

________________________________________

Print Name

________________________________________

Social Security or Tax I.D.#

_________________________________________

Residence Street Address

________________________________________

City                              State/Zip

ACCEPTED AND APPROVED:

TOR MINERALS INTERNATIONAL, INC.

BY:      ___________________________________

ITS:      ___________________________________

11

APPENDIX A

UNITS SUBSCRIBED FOR AND

CONSIDERATION TO BE DELIVERED

Name of Purchaser	Number of Units	Purchase Price
Paulson Ranch, Ltd.	20 Units	$500,000
	Aggregate Principal Amount of Debentures: $500,000 Debenture Convertible into Shares: 943,400 Warrant Exercisable for Shares: 943,400

12

EX-10

EXHIBIT 10.3

THE SECURITIES REPRESENTED BY THIS CONVERTIBLE SUBORDINATED DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

$500,000 No. 2009-01

TOR MINERALS INTERNATIONAL, INC.

6% CONVERTIBLE SUBORDINATED DEBENTURE DUE MAY 4, 2016

            TOR Minerals International, Inc., a Delaware corporation (the "Company"), for value received, hereby promises to pay to Paulson Ranch, Ltd., or its registered assigns (the "Holder"), the principal sum of Five Hundred Thousand Dollars ($500,000), and to pay interest thereon, at the rate of 6% per annum, until the principal hereof is paid.  This Debenture is issued pursuant to a Subscription Agreement dated May 4, 2009 (the "Subscription Agreement"), between the Company and the Holder relating to the purchase by the Holder of Units, of which this Debenture is a part.

            Section 1.        Payments.  Unless earlier converted pursuant to Section 10 below, the Company hereby promises to pay to the order of the Holder the principal sum of Five Hundred Thousand Dollars ($500,000), or such lesser amount as shall be outstanding from time to time, at the Holder's address listed in the Subscription Agreement, or such other place as the holders hereof may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, together with interest on the unpaid principal balance hereof at the rate provided herein from the date of this Debenture until payment in full of the indebtedness evidenced by this Debenture. 

            Section 2.        Payment of Principal and Interest.

                        (a)        Except as otherwise provided herein, accrued and unpaid interest on the unpaid principal balance shall be payable in quarterly installments on August 4, November 4, February 4 and May 4 of each year (or if any such day is not a business day, on the next succeeding business day) commencing August 4, 2009.

                        (b)        Except as otherwise provided herein, payments of principal due under this Debenture, if not sooner declared to be due in accordance with the provisions hereof, shall be made as follows:

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                                    (i)         $31,250 shall be due and payable on May 4, 2012;

                                    (ii)        $31,250 shall be due and payable on May 4, 2013;

                                    (iii)       $31,250 shall be due and payable on May 4, 2014;

                                    (iv)       $31,250 shall be due and payable on May 4, 2015; and

                                    (v)        all remaining outstanding principal balance and all accrued and unpaid interest shall be due and payable on May 4, 2016 (the "Maturity Date").

                        (c)        All payments received by the Holder (whether of principal, interest or other amounts) which are applied at any time by the Holder to indebtedness evidenced by this Debenture shall be applied first to accrued interest and then to principal.

                        (d)        It is expressly agreed that upon the occurrence (and during the continuation) of any Event of Default as set forth herein, at the option of the Holder and without notice to the Company, all accrued and unpaid interest, if any shall be added to the outstanding principal balance hereof and the entire outstanding principal balance, as so adjusted, shall bear interest thereafter until paid at an annual rate equal to the lesser of (i) a rate of 18% per annum, or (ii) the maximum rate of interest allowed to be charged under applicable law, regardless of whether or not there has been an acceleration of the payment of principal as set forth herein.  All such interest shall be paid at the time of and as a condition precedent to the curing of any such Event  of Default.

            Section 3.        Prepayment.

                        (a)        If during any consecutive twelve-month period prior to the Maturity Date, the average Closing Price (as defined in clause (d) of this Section below) of the Common Stock (as defined in Section 10 below) equals or exceeds $2.00 per share, the Company may thereafter prepay this Debenture, in whole or in part, without premium or penalty.  All prepayments shall be applied first to accrued interest and then to principal.

                        (b)        At least 30 days before the date of prepayment (the "Prepayment Period"), the Company shall provide notice to the Holder of such prepayment, which shall state:

                                    (i)         that the conditions to prepayment set forth in clause (a) of this Section have been satisfied;

                                    (ii)        the prepayment date;

                                    (iii)       the amount of the outstanding principal and accrued and unpaid interest which the Company will prepay (the "Prepayment Amount") and, if the Debenture is being prepaid in part, that after the Prepayment Date, upon presentation and surrender of the Debenture, a new Debenture or Debentures in aggregate principal amount equal to the unpaid portion thereof will be issued; and

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                                    (iv)       that if the Holder wishes to convert any portion of outstanding principal or interest under this Debenture that constitutes all or part of the Prepayment Amount, the Holder must present the Debenture for conversion no later than the close of business on the business day immediately preceding the prepayment date and satisfy the requirements set forth in Section 10 below.

                        (d)        "Closing Price" means, as of any date of determination, the closing per share sale price on such date as reported by the Nasdaq Capital Market, or if the Common Stock is not then quoted on the Nasdaq Capital Market, such other principal national securities exchange on which the Common Stock is listed, or if no closing sale price is reported, the average of the bid and ask prices, or if more than one in either case, the average of the average bid and the average asked prices, in either case, at 4:00 p.m. (or such earlier time as the last sale prior to 4:00 p.m.), New York time, as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is traded, or if the Common Stock is not traded on such an exchange, as reported on the system of automated dissemination of quotations of securities prices in common use.

            Section 4.        Subordination.  The principal of and interest on this Debenture is subordinate and junior to the extent set forth in that certain Subordination Agreement (the "Subordination Agreement") entered into, or to be entered into, between TOR Minerals International, Inc., Paulson Ranch, Ltd., The D and CH Trust, The Douglas MacDonald Hartman Family Irrevocable Trust and Bank of America, N.A.

            Section 5.        Events of Default.  An "Event of Default" occurs if:

                        (a)        the Company defaults in the payment of any installment of interest on this Debenture when the same becomes due and payable and the default continues for a period of 10 days;

                        (b)        the Company defaults in the payment of all or any part of the principal of this Debenture as and when the same becomes due and payable at maturity, by declaration or otherwise;

                        (c)        the Company fails duly to observe or comply in any material respect with any of its other material covenants or agreements contained in this Debenture and the default continues for the period and after the notice specified below;

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                        (d)        the Company (i) admits in writing its inability to pay its debts generally as they become due, (ii) commences a voluntary case or proceeding under any bankruptcy, insolvency or debtor relief law with respect to itself, (iii) consents to the entry of a judgment, decree or order for relief against it in an involuntary case or proceeding under any bankruptcy, insolvency or debtor relief law, (iv) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official for it or for substantially all of its property, (v) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it, (vi) makes a general assignment for the benefit of its creditors, or (vii) takes any corporate action to authorize or effect any of the foregoing;

                        (e)        a court of competent jurisdiction enters a judgment, decree or order for relief in respect of the Company in an involuntary case or proceeding under any bankruptcy, insolvency or debtor relief law, which shall (i) approve as properly filed a petition seeking reorganization, arrangement, adjustment or composition in respect of the Company or any subsidiary, (ii) appoint a receiver, trustee, assignee, liquidator or similar official for the Company or any subsidiary or for substantially all of the property of the Company or any subsidiary, or (iii) order the winding‑up or liquidation of the affairs of the Company or any subsidiary; and such judgment, decree or order shall remain unstayed and in effect for a period of 60 consecutive days;

            An event under clause (c) above is not an Event of Default until the Holder notifies the Company of the default, and the Company does not cure the default within 30 days after receipt of the notice. 

            Section 6.        Acceleration.  Subject to the terms and conditions of the Subordination Agreement, if an Event of Default (other than an Event of Default specified in Section 5(d) or (e) with respect to the Company) occurs and is continuing, the Holder may, by written notice to the Company, which notice will specify the respective Event of Default and that it is a "Notice of Acceleration" (the "Acceleration Notice"), declare the aggregate principal amount of this Debenture outstanding, together with accrued but unpaid interest thereon to the date of payment, to be due and payable immediately and, upon any such declaration, the same shall become immediately due and payable, unless all Events of Default specified in such Acceleration Notice shall have been cured.  If an Event of Default specified in Section 5(d) or (e) occurs with respect to the Company, all unpaid principal and accrued interest on this Debenture then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Holder.

            Section 7.        Other Remedies.  If an Event of Default occurs and is continuing, the Holder may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of or interest on this Debenture or to enforce the performance of any provision of this Debenture.  A delay or omission by the Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.  All available remedies are cumulative to the extent permitted by law.

            Section 8.        Waiver of Past Defaults.  Prior to the declaration of the maturity of this Debenture as provided in Section 6, the Holder by notice to the Company may waive an existing Event of Default and its consequences, except a default in the payment of principal of or interest on any Debenture as specified in clauses (a) and (b) of Section 5.  When an Event of Default is waived, it is cured and ceases.

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            Section 9.        Rights of Holders to Receive Payment.  Notwithstanding any other provision of this Debenture, the right of any Holder to receive payment of principal of and interest on a Debenture, on or after the respective due dates expressed in such Debenture, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder.

            Section 10.      Conversion.

                        (a)        Conversion; Conversion Rate.  Subject to and upon compliance with the provisions of this Section, all or any portion of this Debenture may be converted, at the election of the Holder into duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Company, par value $0.25 per share (the "Common Stock") at the rate of one share of Common Stock for each $0.53 (which shall be the greater of (i) the consolidated closing bid price of the Common Stock on the NASDAQ Capital Market on the trading day immediately preceding the date of this Debenture plus $0.125, and (ii) $0.53) then outstanding as principal of or interest accrued on the Debenture.  Conversion may be made at any time, at the election of the Holder, up to an including the date of payment.  For conversion, the Holder must present the Debenture at the office of the Company along with a properly executed conversion election in the form attached as Exhibit A.  In the event of any stock dividend, split, combination or reclassification directly affecting the then outstanding Common Stock, the number of shares of Common Stock into which the indebtedness of this Debenture may be converted shall be proportionately adjusted, upward or downward, to prevent dilution or enlargement of the rights of the Holder, effective at the close of business on the date of such dividend, split, combination or reclassification. 

                        (b)        Issuance of Common Stock on Conversion.  Upon receiving a properly executed conversion election, the Company shall deliver or cause to be delivered to the Holder a certificate or certificates representing the number of duly authorized, validly issued, fully paid and non‑assessable shares of Common Stock into which this Debenture shall be converted in accordance with the provisions of this Section.  Such conversion shall be deemed to have been made at the time of the receipt of the conversion election.  The rights of the Holder as a holder of this Debenture shall cease at the time this Debenture is fully converted and, subject to the provision of Section 10(h) hereof, the person entitled to receive the shares of Common Stock upon conversion of such Debenture shall be treated for all purposes as having become the record holder of such shares at such time and such conversion shall be at the conversion rate in effect at such time.  The Company shall not be obligated to deliver or cause to be delivered such certificates to the Holder unless and until this Debenture is delivered to the Company or the Holder notifies the Company that this Debenture has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. 

                        (c)        No Adjustment for Dividends.  No payment or adjustments shall be made on conversion of this Debenture for dividends on securities issued upon such conversion.

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                        (d)        No Fractional Shares to be Issued.  No fractional shares of Common Stock shall be issued upon conversion of this Debenture.  The number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of and interest accrued on this Debenture (or specified portions thereof so surrendered). In lieu of issuing any fractional share, the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to the same fraction of the closing price per share of Common Stock on the principal securities exchange on which it is then traded on the day on which banking institutions in Corpus Christi, Texas are open for business next preceding the day of conversion or if not then traded, at the fair market value of a share of Common Stock as determined in good faith by the Company.

                        (e)        Effect of Consolidation, Merger, Conveyance or Transfer.  In case of any consolidation of the Company with, or merger of the Company into, any other corporation (other than a consolidation or merger in which the Company is the continuing corporation), or in case of any conveyance or transfer of the property and assets of the Company substantially as an entirety, the entity formed by such consolidation or into which the Company shall have been merged or the person which shall have acquired by conveyance or transfer such property and assets, as the case may be, shall assume the obligations of the Company under this Debenture and shall agree that the Holder shall have the right thereafter to convert this Debenture into the kind and amount of shares of stock and other securities and property receivable upon such consolidation, merger, conveyance or transfer by a holder of the number and kind of shares of the Company into which such Debenture might have been converted immediately prior to such consolidation, merger, conveyance or transfer.  Such assumption shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section.  The above provisions of this Section shall similarly apply to successive consolidations, mergers, conveyances or transfers.

                        (f)         Notice to Holders Prior to Certain Actions.  In case:

                                    (i)         the Company shall authorize the issuance to all holders of its Common Stock of rights or warrants to subscribe for or purchase shares of its Common Stock or of any other subscription rights or warrants; or

                                    (ii)        the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets; or

                                    (iii)       the Company is to be a party to any consolidation or merger for which approval of any shareholders of the Company is required, or to the conveyance or transfer of the properties and assets of the Company substantially as an entirety; or

                                    (iv)       the Company is to be voluntarily or involuntarily dissolved, liquidated or wound up;

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then the Company shall cause to be given to the Holder, at least 20 days prior to the applicable date hereinafter specified, a notice stating (i) the date as of which the holders of Common Stock of record to be entitled to receive any such rights, warrants or distribution are expected to be determined, or (ii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property, if any, deliverable upon such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. 

                        (g)        Company to Reserve Shares.  The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, free from preemptive rights, solely for the purpose of issue upon conversion of this Debenture as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of this Debenture.  The Company covenants that all shares of Common Stock which shall be so issuable shall, when issued, be duly and validly issued and fully paid and non-assessable.  The Company covenants that, upon conversion of this Debenture as herein provided, there will be credited to the Common Stock capital account from the consideration for which the shares of Common Stock issuable upon such conversion are issued an amount per share so issued as determined by the Board of Directors, which amount shall not be less than the amount required by law and by the Company's certificate of incorporation as in effect on the date of such conversion.  For the purposes of this covenant the amount of principal and interest owing on the portion of this Debenture converted, less the amount of cash paid in lieu of the issuance of fractional shares on such conversion, shall be deemed to be the amount of consideration for which the shares issuable upon such conversion are issued.

                        (h)        Taxes on Shares Issued.  The issuance of certificates for Common Stock upon the conversion of this Debenture shall be made without charge to the Holder for any tax in respect of the issuance of certificates, and such certificates shall be issued in the respective names of, or in such names as may be directed by, the Holder; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

            Section 11.      Notices.  All notices, consents, waivers, and other communications under this Debenture 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 telecopier (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 telecopier numbers set forth in the Subscription Agreement (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties):

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            Section 12.      Holder.  The Company may consider and treat the person in whose name this Debenture shall be registered as the absolute owner thereof for all purposes whatsoever (whether or not this Debenture shall be overdue) and the Company shall not be affected by any notice to the contrary.  The registered owner of this Debenture shall have the right to transfer it by assignment (subject to applicable federal and state law) and the transferee thereof shall, upon his registration as owner of this Debenture, become vested with all the powers and rights of the transferor.  In case of transfer by operation of law, the transferee agrees to notify the Company of such transfer and of his address, and to submit appropriate evidence regarding the transfer so that this Debenture may be registered in the name of the transferee.  This Debenture is transferable only on the books of the Company by the Holder hereof, in person or by attorney, on the surrender hereof, duly endorsed.  Communications sent to any registered owner shall be effective as against all holders or transferees of the Debenture not registered at the time of sending the communication.

            Section 13.      Governing Law.  THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of Texas in any action or proceeding arising out of or relating to this Debenture.

            Section 14.      Successors.  All agreements of the Company in this Debenture shall bind its successors.

            Section 15.      Severability.  In case any one or more of the provisions in this Debenture shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

            IN WITNESS WHEREOF, the Company has executed this Debenture as of the date first written above.

            DATED as of May 4, 2009.

                                                                        TOR MINERALS INTERNATIONAL, INC.

                                                                        By:                                                                              

                                                                        Name:       Barbara Russell

                                                                        Title:          Acting Chief Financial Officer

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Exhibit A

OPTION OF HOLDER TO ELECT CONVERSION

If you want to elect to have all of the TOR Minerals International, Inc. 6% Convertible Subordinated Debenture due May 4, 2016 (the "Debenture") converted into Common Stock pursuant to Section 10 of the Debenture, check the box below:

□          Convert the entire principal of and interest accrued on the Debenture

If you want to have only part of the Debenture converted, state the amount you elect to have converted:

$_________

If you want the stock certificate made out in another person's name, complete the following:

________________________________________

________________________________________

________________________________________

________________________________________

(Print or type other person's name, address, zip code and social security or tax I.D. number)

Date:                                                                                                                                                   

                                                                        Your Signature

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EX-10

EXHIBIT 10.4

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), AND SHALL NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT AND THE STATE ACTS.

943,400 Shares of Common Stock Warrant No. 2009-01

WARRANT

To Purchase Common Stock of

TOR Minerals International, Inc., a Delaware corporation

Section 1.        Grant of Warrant.  THIS IS TO CERTIFY THAT Paulson Ranch, Ltd. (the "Holder"), or its registered assigns, is entitled to exercise this Warrant to purchase from TOR Minerals International, Inc., a Delaware corporation (the "Company"), up to an aggregate of 943,400 shares of common stock, par value $0.25 per share (the "Common Stock") of the Company, subject to adjustment determined in accordance with Section 8, all on the terms and conditions and pursuant to the provisions hereinafter set forth.  This Warrant is issued pursuant to a Subscription Agreement dated May 4, 2009 (the "Subscription Agreement"), between the Company and the Holder relating to the purchase by the Holder of the Company's 6% Convertible Subordinated Debentures due May 4, 2016.

Section 2.        Exercise Price.  The purchase price payable for each of the shares of Common Stock sold upon exercise of this Warrant shall be $0.53 (which shall be the greater of (i) the consolidated closing bid price of the Common Stock on the NASDAQ Capital Market on the trading day immediately preceding the date of this Warrant, and (ii) $0.53) (the "Exercise Price").  Such Exercise Price and the number of shares of Common Stock into which this Warrant is exercisable are subject to adjustment from time to time as provided in Section 8.

Section 3.        Exercise.  This Warrant may be exercised in whole or in part at any time or from time to time only after the Company obtains shareholder approval for the issuance of shares upon exercise of this Warrant and on or before the seven year anniversary of the date hereof (the "Expiration Date"), unless otherwise extended.  If such shareholder approval is not obtained, this Warrant shall remain non-exercisable.

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In order to exercise this Warrant, in whole or in part, the Holder hereof shall deliver to the Company at its principal office at 722 Burleson Street, Corpus Christi, Texas  78402, or at such other office as shall be designated by the Company pursuant to Section 12:

(a)        written notice of the Holder's election to exercise this Warrant, which notice shall be substantially in the form of the attached "Subscription Form" and shall specify the number of shares of Common Stock to be purchased pursuant to such exercise;

(b)        a wire transfer of immediately available funds to the Company; and

(c)        this Warrant, properly endorsed.

Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within ten (10) days thereafter, execute or cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise.  The stock certificate or certificates so delivered shall be registered in the name of the Holder or such other name as shall be designated in said notice.

This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date of that said notice, together with said payment and this Warrant, is received by the Company as aforesaid (the "Exercise Date").  Except as otherwise provided in this Warrant, the holder of this Warrant shall not, by virtue of its ownership of this Warrant, be entitled to any rights of a shareholder in the Company, either at law or in equity; provided, however, that the Holder shall, for all purposes, be deemed to have become the holder of record of such shares on the Exercise Date.  If the exercise is for less than all of the shares of Common Stock issuable as provided in this Warrant, the Company shall issue a new Warrant of like tenor and date for the balance of such shares issuable hereunder to the Holder.  The holder of this Warrant, by its acceptance hereof, consents to and agrees to be bound by and to comply with all of the provisions of this Warrant.

Section 4.        Taxes.  The issuance of any Common Stock or other certificate upon the exercise of this Warrant shall be made without charge to the registered Holder hereof, or for any tax in respect of the issuance of such certificate, unless such tax is imposed by law upon the Holder (including, without limitation, Federal, state or local income taxes), in which case such taxes shall be paid by the Holder.  The obligations of the parties under this Section shall survive any redemption, repurchase or acquisition of this Warrant or the Common Stock issued upon exercise of this Warrant by the Company, and any cancellation or termination of this Warrant.

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Section 5.        Transfer.  Subject to applicable state and federal law, this Warrant and all options and rights hereunder may be transferred, as to all or any part of the number of shares of Common Stock purchasable upon its exercise, by the Holder hereof in person or by its duly authorized attorney on the books of the Company upon surrender of this Warrant at the principal offices of the Company, together with the "Assignment Form" attached hereto duly executed.  The Company shall deem and treat the registered Holder of this Warrant at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.  If this Warrant is transferred in part, the Company shall, at the time of surrender of this Warrant, issue to the transferee a Warrant covering the number of shares of Common Stock transferred and to the transferor a Warrant covering the number of shares not transferred.

Section 6.        No Fractional Shares.  No fractional shares of Common Stock shall be issued upon the exercise of this Warrant and, in lieu thereof, any fractional shares shall be rounded down to the nearest whole.

Section 7.        Reservation of Shares.  The Company shall, at all times prior to the Expiration Date, reserve and keep available such number of authorized shares of its Common Stock, solely for the purpose of effecting the exercise of this Warrant, as may from time to time be issuable upon exercise of this Warrant.

Section 8.        Adjustments.  The number and kind of securities or other property purchasable upon exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence, after the date hereof, of any of the following events:

            (a)        Subdivisions, Combinations, Dividends and Distributions.  In case the Company shall (1) pay a dividend in, or make a distribution of, shares of capital stock on its outstanding Common Stock, (2) subdivide its outstanding shares of Common Stock into a greater number of such shares or (3) combine its outstanding shares of Common Stock into a smaller number of such shares, the total number of shares of Common Stock purchasable upon the exercise of the Warrant immediately prior thereto shall be adjusted so that the holder of any Warrant thereafter surrendered for exercise shall be entitled to receive at the same aggregate Exercise Price the number of shares of capital stock (of one or more classes) which such holder would have owned or have been entitled to receive immediately following the happening of any of the events described above had such Warrant been exercised in full immediately prior to the record date with respect to such event.  Any adjustment made pursuant to this Subsection shall, in the case of a stock dividend or distribution, become effective as of the record date therefor and, in the case of a subdivision or combination, be made as of the effective date thereof. If, as a result of an adjustment made pursuant to this Subsection, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock.

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                        (b)        Reorganization or Reclassification.  In the event of a capital reorganization or a reclassification of the Common Stock (except as provided in Subsection (a) above or Subsection (d) below), any holder of Warrants, upon exercise of Warrants, shall be entitled to receive, in substitution for the Common Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to the record date with respect to such event; and in any such case, appropriate provision (as determined by the Board of Directors of the Company) shall be made for the application of this Section 8 with respect to the rights and interests thereafter of the Holder (including but not limited to the allocation of the Exercise Price between or among shares of classes of capital stock), to the end that this Section 8 (including the adjustments of the number of shares of Common Stock or other securities purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrant for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrant.

                        (c)        Notification.  Whenever the number of shares of Common Stock or other securities purchasable upon exercise of a Warrant is adjusted as provided in this Section 8, the Company will promptly deliver to holders of Warrants, by first-class, postage prepaid mail, a brief summary of the number and kind of securities or other property purchasable upon exercise of the Warrant as so adjusted, state that such adjustments in the number or kind of shares or other securities or property conform to the requirements of this Section 8, and set forth a brief statement of the facts accounting for such adjustments; provided, however, that failure to file or to give any notice required under this Subsection, or any defect therein, shall not affect the legality or validity of any such adjustments under this Section 8; and provided, further, that, where appropriate, such notice may be given in advance and included as part of the notice required to be given pursuant to Section 9.

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                        (d)        Merger, Consolidation or Disposition of Assets. In case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the corporation formed by such consolidation or merger or the corporation which shall have acquired such assets, as the case may be, shall execute and deliver to the holder of Warrants a supplemental warrant agreement providing that such holder shall have the right thereafter (until the expiration of such Warrant) to receive, upon exercise of such Warrant, solely the kind and amount of shares of stock and other securities and property (or cash) receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section. The above provision of this Subsection shall similarly apply to successive consolidations, mergers, sales or transfers.

            (e)        New Warrants.  Irrespective of any adjustments in the number or kind of shares issuable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Warrant.

            (f)         Computations.  The Company may retain a firm of independent public accountants of recognized standing, which may be the firm regularly retained by the Company, selected by the Board of Directors of the Company or the Executive Committee of said Board, and not disapproved by the Holder, to make any computation required under this Section, and a certificate signed by such firm shall, in the absence of fraud or gross negligence, be conclusive evidence of the correctness of any computation made under this Section.

            (g)        Definition of "Common Stock."  For the purpose of this Section, the term "Common Stock" shall mean (i) the Common Stock or (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.  In the event that at any time as a result of an adjustment made pursuant to this Section, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this Section, and all other provisions of this Warrant, with respect to the Common Stock, shall apply on like terms to any such other shares.

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 Section 9.        Notice of Certain Corporate Action.  In case the Company after the date hereof shall propose to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall mail (by first-class, postage prepaid mail) to all holders of Warrants notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action.  Such notice shall be filed and mailed at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up.

Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section.

Section 10.      Replacement of Warrant.  Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any certificate or instrument evidencing any Warrant, and

            (a)        in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it, or

            (b)        in the case of mutilation, upon surrender or cancellation thereof,

the Company, at its expense, shall execute, register and deliver, in lieu thereof, a new certificate or instrument for (or covering the purchase of) an equal number of Warrants.

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Section 11.      Reduction of Exercise Price Below Par Value.  Before taking any action that would cause an adjustment pursuant to Section 8 hereof reducing the portion of the Exercise Price required to purchase one share of capital stock below the then par value (if any) of a share of such capital stock, the Company will use its best efforts to take any corporate action which, in the opinion of its counsel, may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such capital stock.

Section 12.      Notices.  All notices, requests, consents, approvals or demands to or upon the respective parties hereto shall be given or made to each party at the address specified below.

If to the Company:

TOR Minerals International, Inc.
            722 Burleson Street
            Corpus Christi, Texas  78402
            Attention:  Chief Financial Officer
            Phone:  (361) 883-5591
            Telecopy:  361-883-7619

            With a copy to:
            Hunton & Williams LLP
            1445 Ross Avenue, Suite 3700
            Dallas, Texas  75202
           Attn:  L. Steven Leshin, Esq.
           Telecopy:  (214) 880-0011 

If to the Holder, at the address or transmission number provided in the Subscription Agreement.

Unless otherwise specified herein, all such notices, requests, consents, approvals and demands given or made in connection with the terms and provisions of this Warrant shall be deemed to have been given or made when personally delivered, or, if mailed, upon the earlier of actual receipt by the addressee or three (3) days after sent by registered or certified mail, postage prepaid, or, in the case of overnight courier service (which may be utilized hereunder), when delivered by the overnight courier company to the respective address specified above, or, in the case of telecopy or facsimile transmission (which may be utilized hereunder), within the first business hour (9:00 a.m. to 5:00 p.m., local time for the recipient, on any Business Day) after receipt by the respective addressee.  Any party may change the address or transmission number to which notices shall be directed hereunder by giving ten (10) days written notice of such change to the other parties.

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            Section 13.      Governing Law.  THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of Texas in any action or proceeding arising out of or relating to this Warrant.

Section 14.      Successors and Assigns.  This Warrant and the rights evidenced hereby shall inure to the benefit of, and be binding upon, the successors and assigns of the Holder hereof and shall be enforceable by any such Holder.  In the event this Warrant is sold, transferred or assigned, the transferor will give written notice to the Company within fifteen (15) days following such sale, transfer or assignment and in such notice designate the name and address of the transferee.

[Signature page follows.]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and issued on its behalf.

DATED as of May 4, 2009.

TOR MINERALS INTERNATIONAL, INC.

By:                                                                  

Name:          Barbara Russell
Title:            Acting Chief Financial Officer

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SUBSCRIPTION FORM

(To be executed only upon exercise of Warrant)

The undersigned registered owner of this Warrant irrevocably exercises this Warrant for and purchases ________ shares of Common Stock of TOR Minerals International, Inc., a Delaware corporation, purchasable with this Warrant, and herewith makes payment therefore, all at the price and on the terms and conditions specified in this Warrant and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of and delivered to __________________________________ whose address is ________________________________, and if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in this Warrant, that a new Warrant of like tenor and date for the balance of the shares of Common Stock issuable thereunder to be delivered to the undersigned.

DATED:  __________________, _______     ___________________________________

By:                                                                  

Name:                                                             

Title:                                                                

Address:                                                          

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ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of shares of Common Stock set forth below:

Name and Address of Assignee No. of Shares
Common Stock

and does hereby irrevocably constitute and appoint as Attorney__________________________ to register such transfer on the books of _____________________________ maintained for the purpose, with full power of substitution in the premises.

DATED:  _________________, _____.                                                                                             

By:                                                                              

Name:                                                                         

Title:                                                                            

NOTICE:         The signature to this assignment must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatever.

ACKNOWLEDGMENT BY ASSIGNEE

The undersigned Assignee hereby acknowledges receipt of the Warrant Certificate, and agrees to be bound by its terms.

                                                                        __________________________________________

By:                                                                              

Name:                                                                         

Title:                                                                            

11

EX-10

EXHIBIT 10.5

SUBSCRIPTION AGREEMENT

TOR Minerals International, Inc.
722 Burleson Street
Corpus Christi, Texas  78402

Dear Mr. Hartman:

The undersigned (the "Subscriber") understands that TOR Minerals International, Inc., a Delaware corporation (the "Company"), in connection with the proposed extension and refinancing of its credit arrangements with Bank of America, N.A. (the "Bank") described in Section 6(b)(iii) below, is offering for sale units (the "Units"), each consisting of an aggregate principal amount of $25,000 of its 6% Convertible Subordination Debentures due May 4, 2016 (the "Debentures").

            The Company will pay interest on the Debentures at the per annum rate of 6%, which will be quarterly on August 4, November 4, February 4 and May 4 of each year, commencing on August 4, 2009.  The Company will make annual payments of principal beginning May 4, 2012 in the amount of one-sixteenth of the original principal amount of the Debentures, with the remaining outstanding principal balance and all accrued and unpaid interest to be paid on May 4, 2016, the maturity date of the Debentures.  The Company may prepay the Debentures, in whole or in part, upon 30 days prior notice to the holders thereof if certain conditions are satisfied.  The Debentures comprising a Unit are convertible into 47,170 shares (the "Debenture Shares") of the Company's common stock, par value $.25 per share (the "Common Stock"), subject to adjustments for certain events, at an initial conversion price of $0.53 per share.  The initial conversion price is determined based on the greater of (i) the consolidated closing bid price of the Common Stock on the NASDAQ Capital Market on the trading day immediately preceding the date of the Debentures plus $0.125, and (ii) $0.53.

            In addition, the Company will also issue to the Subscriber of a Unit warrants (the "Warrants," and together with the Debentures, the "Securities") to purchase 47,170 shares of Common Stock ("Warrant Shares," and together with the shares issuable upon conversion of the Debentures, the "Shares"), subject to adjustments for certain events, at an initial exercise price of $0.53 per share.  The initial exercise price is determined based on the greater of (i) the consolidated closing bid price of the Common Stock on the NASDAQ Capital Market on the trading day immediately preceding the date of the Warrants, and (ii) $0.53.

The Subscriber understands that the offering of the Units (the "Offering") is being made without registration of the Units under the Securities Act of 1933, as amended (the "Securities Act"), or any securities, "blue sky" or other similar laws of any state ("State Securities Laws"). 

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            Section 1.        Subscription.  Subject to the terms and conditions hereof, the Subscriber hereby subscribes for and agrees to purchase the number of Units set forth on Appendix A hereto for the aggregate purchase price set forth thereon upon acceptance of this Subscription Agreement by the Company.  The Subscriber hereby agrees that this Subscription Agreement shall be irrevocable and shall survive the death, dissolution or legal incapacity of the Subscriber.

            Section 2.        Payment for Units.  The undersigned has enclosed herewith the consideration ("Purchase Price") required to purchase the number of Units subscribed for hereunder.  Payment of the Purchase Price is being made by delivery to the Company of a wire transfer or check made payable to the Company in the amount shown on Appendix A hereto in consideration for the Units subscribed.

            Section 3.        Funds.  If the conditions of the Closing as specified in Section 4 hereof are not timely satisfied (or waived), this subscription shall be void and all funds received from Subscriber, together with any interest earned thereon, shall be promptly returned to Subscriber.

            Section 4.        Acceptance of Subscription.  The Subscriber understands and acknowledges that (a) the Company has the unconditional right, exercisable in its sole and absolute discretion, to accept or reject this Subscription Agreement, in whole or in part, (b) the subscription shall not be valid unless and until accepted by the Company, (c) this Subscription Agreement shall be deemed to be accepted by the Company only when it is signed by an authorized officer of the Company on behalf of the Company, (d) notwithstanding anything in this Subscription Agreement to the contrary, the Company shall have no obligation to issue the Units to any person to whom the issuance of the Units would constitute a violation of the Securities Act or any State Securities Laws, and (e) the Company will not accept any subscriptions following the refinancing of the credit arrangements with the Bank, as determined in the sole discretion of the Company.  The Company will deliver instruments representing the Units purchased by the Subscriber to the Subscriber promptly after closing.

            Section 5.        Representations and Warranties of the Company.  As of the date hereof, the Company represents and warrants that:

            (a)        The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, with full power and authority to conduct its business as it is currently being conducted and to own its assets.  The Company is duly qualified to do business, and will be in good standing as a foreign corporation authorized to do business, in all jurisdictions in which a failure to so qualify would have a material adverse effect on the business condition (financial or otherwise), earnings, properties, or results of operations of the Company, taken as a whole.

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            (b)        The Shares underlying the Warrants, when issued upon exercise of the Warrants in accordance with the terms thereof, will have been duly authorized and, when issued and paid for in accordance with the terms set forth herein, will be duly issued, fully paid and non-assessable obligations of the Company.

            (c)        The Shares underlying the Debentures, when issued upon conversion of the Debentures in accordance with the terms thereof, will have been duly authorized and, when issued and paid for in accordance with the terms set forth herein, will be duly issued, fully paid and non-assessable obligations of the Company.

            Section 6.        Representations and Warranties of the Subscriber.  The Subscriber hereby represents and warrants to and covenants with the Company and to each officer, director and agent of the Company as follows:

            (a)        General.

            (i)         The Subscriber has all requisite authority to enter into this Subscription Agreement and to perform all of the obligations required to be performed by the Subscriber hereunder.

            (ii)        The Subscriber is the sole party in interest and is not acquiring the Units as an agent or otherwise for any other person. 

            (b)        Information Concerning the Company.

            (i)         The Subscriber is familiar with the financial condition and proposed business, properties, operations and prospects of the Company and its subsidiaries, and, at a reasonable time prior to the execution of this Subscription Agreement, has been afforded the opportunity to ask questions of and received satisfactory answers from the Company's officers and directors, or other persons acting on the Company's behalf, concerning the financial condition and proposed business, properties, operations and prospects of the Company and concerning the terms and conditions of the offering of the Units and has asked such questions as it desires to ask and all such questions have been answered to the full satisfaction of the Subscriber.

            (ii)        The Subscriber understands that, unless the Subscriber notifies the Company in writing to the contrary before the Closing, all the representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the Subscriber.

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            (iii)       The Subscriber understands that the purchase of the Units involves various risks, including, the risk that he, she or it may lose his, her or its entire investment in the Company.  In particular, the Subscriber is aware that (A) the Bank, the Company's principal lender for its U.S. operations, has notified the Company of its decision to terminate its credit agreement with the Company and require the Company to pay off all of its outstanding debt to the Bank, (B) the Company does not have the cash resources to discharge this indebtedness as required nor does the Company have an alternative financing source to enable it to refinance this indebtedness, and (C) this Offering is a condition of the Bank for an extension of the maturity of this indebtedness.

            (iv)       No representations or warranties have been made to the Subscriber by the Company as to the tax consequences of this investment, or as to profits, losses or cash flow which may be received or sustained as a result of this investment.

            (v)        All documents, records and books pertaining to a proposed investment in the Units which the Subscriber has requested have been made available to the Subscriber.

            (c)        Status of the Subscriber.

          (i)         The Subscriber represents that the Subscriber is (CHECK EACH CATEGORY OF "ACCREDITED INVESTOR" BELOW, IF ANY, WHICH IS APPLICABLE TO THE SUBSCRIBER):

            ( X)       A.  a natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his or her purchase exceeds $1,000,000;

            ( )         B.  a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

4

            ( )         C.  a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees if such plan has total assets in excess of $5,000,000; or an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA"), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which fiduciary is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors (as listed in categories (A)-(G));

            ( )         D.  a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

            ( )        E.  an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or a partnership, with total assets in excess of $5,000,000, and which was not formed for the specific purpose of acquiring the Units;

            (X)       F.  a trust, with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the Units whose purchase is directed by a person who has knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in Units;

            ( )         G.  an entity in which all of the equity owners are Accredited Investors (as listed in categories (A)-(F)).

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(ii)        The Subscriber, either alone or with his, her or its purchaser representative, has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Units.  The Subscriber is able to bear the economic risk of this investment.  The Subscriber has had the opportunity to consult with the Subscriber's own attorney, accountant and/or purchaser representative regarding this Subscriber's investment in the Units and their suitability for purchase by the Subscriber, and to the extent necessary, the Subscriber has retained, at Subscriber's own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits, risks and consequences of this Subscription Agreement and of purchasing and owning the Units.

(iii)       The Subscriber agrees to furnish any additional information requested to assure compliance with applicable Federal and State Securities Laws in connection with the purchase and sale of these Units.

            (d)        Restrictions on Transfer or Sale of the Units.

(i)         The Subscriber is acquiring the Units and the Shares issuable upon exercise or conversion of the Securities solely for the Subscriber's own beneficial account, for investment purposes, and not with view to, or for resale in connection with, any distribution of the Securities and the Shares issuable upon exercise or conversion of the Securities.  The Subscriber understands that the offer and the sale of the Securities has not been registered under the Securities Act or any State Securities Law by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Subscriber and of the other representations made by the Subscriber in this Subscription Agreement.  The Subscriber understands that the Company is relying upon the representations, covenants and agreements contained in this Subscription Agreement (and any supplemental information) for the purposes of determining whether this transaction meets the requirements for such exemptions.

(ii)        The Subscriber understands that the Securities and the Shares issuable upon exercise or conversion of the Securities are, and on issuance upon exercise or conversion of the Securities will be, "restricted securities" under applicable federal securities laws and that the Securities Act and the rules of the Securities and Exchange Commission (the "Commission") provide in substance that the Subscriber may dispose of the Securities and the Shares issuable upon exercise or conversion of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and the Subscriber understands that the Company has no obligation or intention to register any of the Securities and the Shares issuable upon exercise or conversion of the Securities purchased by the Subscriber hereunder or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder).  As a consequence, the Subscriber understands that there is no public market for the Securities and the Subscriber therefore must bear the economic risks of the investment in the Securities and the Shares issuable upon exercise or conversion of the Securities for an indefinite period of time.  The Subscriber understands that the Subscriber may not at any time demand the purchase by the Company of any of the Subscriber's Securities and the Shares issuable upon exercise or conversion of the Securities.

6

(iii)       The Subscriber agrees:  (A) that the Subscriber will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities and the Shares issuable upon exercise or conversion of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities and the Shares issuable upon exercise or conversion of the Securities under the Securities Act and all applicable State Securities Laws or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws; (B) that the Company and any transfer agent for the Securities and the Shares issuable upon exercise or conversion of the Securities shall not be required to give effect to any purported transfer of any of the Securities and the Shares issuable upon exercise or conversion of the Securities except upon compliance with the foregoing restrictions; and (C) that a legend in substantially the following form will be placed on the certificates representing the Securities and the Shares issuable upon exercise or conversion of the Securities:

"The Securities represented by this document have not been registered under any securities laws and the transferability of the Securities therefore is restricted.  The Securities may not be sold, assigned or transferred, nor will any assignee, vendee, transferee, or endorsee hereof be recognized as having an interest in such Securities by the Company for any purpose, unless (i) a registration statement under the Securities Act of 1933, as amended, with respect to such Securities shall then be in effect and such transfer has been qualified under applicable state securities laws, or unless (ii) the availability of an exemption from registration and qualification shall be established to the satisfaction of counsel for the Company."

            (iv)       The Subscriber has not offered or sold any portion of the subscribed for Units, Securities or Shares issuable upon exercise or conversion of the Securities and has no present intention of dividing such Units, Securities or Shares issuable upon exercise or conversion of the Securities with others or of reselling or otherwise disposing of any portion of such Units, Securities or Shares issuable upon exercise or conversion of the Securities either currently or after the passage of a fixed or determinable period of time or upon the occurrence on nonoccurrence of any predetermined event or circumstance.

7

            Section 7.        Survival and Indemnification.  All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Section 7 shall survive (a) the acceptance of this Subscription Agreement by the Company, and (b) the death or disability of the Subscriber.  The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the Units.  The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgment or amounts paid in settlement of actions arising out of or resulting from the untruth or any representation herein or the breach of any warranty or covenant herein.  Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or State Securities laws.

            Section 8.        Conditions to Obligations of the Company.  The obligations of the Company to sell the number and amount of Units specified herein is subject to the condition that the representations and warranties of the Subscriber contained in Section 6 hereof shall be true and correct on and as of the Closing in all respects with the same effect as though such representations and warranties had been made on and as of the Closing.

            Section 9.        Notices.  All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, telex, telecopier or overnight air courier guaranteeing next day delivery:

                        (a)        if to the Company, to it at the following address:

TOR Minerals International, Inc.
722 Burleson Street
Corpus Christi, Texas  78402

            (b)        if to the Subscriber, to the address set forth on the signature page hereto, or at such other address as either party shall have specified by notice in writing to the other.

8

All notice and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.  If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

            Section 10.      Notification of Changes.  The Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the Closing which would cause any representation, warranty, covenant or other statement contained in this Subscription Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the Closing.

            Section 11.      Assignability.  This Subscription Agreement is not assignable by the Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modifications, waiver or termination is sought.

            Section 12.      Binding Effect.  Except as otherwise provided herein, this Subscription Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and binding upon such heirs, executors, administrators, successors, legal representatives and assigns.  If the Subscriber is more than one person, the obligation of the Subscriber shall be joint and several and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon each such person and his, her or its heirs, executors, administrators and successors.

             Section 13.      Obligations Irrevocable.  The obligations of the Subscriber shall be irrevocable, except with the consent of the Company, until the Closing or earlier termination of the Offering.

            Section 14.      Entire Agreement.  This Subscription Agreement constitutes the entire agreement of the Subscriber and the Company relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written.

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            Section 15.      Governing Law.  THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of Texas in any action or proceeding arising out of or relating to this Subscription Agreement.

            Section 16.      Severability.  If any provision of this Subscription Agreement or the application thereof to any Subscriber or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Subscription Agreement and the application of such provision to other subscriptions or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

            Section 17.      Headings.  The headings in this Subscription Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define, or limit the scope, extent or intent of this Subscription Agreement or any provision  hereof.

            Section 18.      Counterparts.  This Subscription Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

[Signature page follows.]

10

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

            IN WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription Agreement this 4th day of May, 2009.

________________________________________

Investor  Signature

________________________________________

Print Name

________________________________________

Social Security or Tax I.D.#

_________________________________________

Residence Street Address

________________________________________

City                              State/Zip

ACCEPTED AND APPROVED:

TOR MINERALS INTERNATIONAL, INC.

BY:      ___________________________________

ITS:      ___________________________________

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APPENDIX A

UNITS SUBSCRIBED FOR AND

CONSIDERATION TO BE DELIVERED

Name of Purchaser	Number of Units	Purchase Price
The D and CH Trust, David A. Hartman Trustee	10 Units	$250,000
	Aggregate Principal Amount of Debentures: $250,000 Debenture Convertible into Shares: 471,700 Warrant Exercisable for Shares: 471,700

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EX-10

EXHIBIT 10.6

THE SECURITIES REPRESENTED BY THIS CONVERTIBLE SUBORDINATED DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

$250,000 No. 2009-02

TOR MINERALS INTERNATIONAL, INC.

6% CONVERTIBLE SUBORDINATED DEBENTURE DUE MAY 4, 2016

            TOR Minerals International, Inc., a Delaware corporation (the "Company"), for value received, hereby promises to pay to The D and CH Trust, or its registered assigns (the "Holder"), the principal sum of Two Hundred Fifty  Thousand Dollars ($250,000), and to pay interest thereon, at the rate of 6% per annum, until the principal hereof is paid.  This Debenture is issued pursuant to a Subscription Agreement dated May 4, 2009 (the "Subscription Agreement"), between the Company and the Holder relating to the purchase by the Holder of Units, of which this Debenture is a part.

            Section 1.        Payments.  Unless earlier converted pursuant to Section 10 below, the Company hereby promises to pay to the order of the Holder the principal sum of Two Hundred Fifty Thousand Dollars ($250,000), or such lesser amount as shall be outstanding from time to time, at the Holder's address listed in the Subscription Agreement, or such other place as the holders hereof may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, together with interest on the unpaid principal balance hereof at the rate provided herein from the date of this Debenture until payment in full of the indebtedness evidenced by this Debenture. 

            Section 2.        Payment of Principal and Interest.

                        (a)        Except as otherwise provided herein, accrued and unpaid interest on the unpaid principal balance shall be payable in quarterly installments on August 4, November 4, February 4 and May 4 of each year (or if any such day is not a business day, on the next succeeding business day) commencing August 4, 2009.

                        (b)        Except as otherwise provided herein, payments of principal due under this Debenture, if not sooner declared to be due in accordance with the provisions hereof, shall be made as follows:

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                                    (i)         $31,250 shall be due and payable on May 4, 2012;

                                    (ii)        $31,250 shall be due and payable on May 4, 2013;

                                    (iii)       $31,250 shall be due and payable on May 4, 2014;

                                    (iv)       $31,250 shall be due and payable on May 4, 2015; and

                                    (v)        all remaining outstanding principal balance and all accrued and unpaid interest shall be due and payable on May 4, 2016 (the "Maturity Date").

                        (c)        All payments received by the Holder (whether of principal, interest or other amounts) which are applied at any time by the Holder to indebtedness evidenced by this Debenture shall be applied first to accrued interest and then to principal.

                        (d)        It is expressly agreed that upon the occurrence (and during the continuation) of any Event of Default as set forth herein, at the option of the Holder and without notice to the Company, all accrued and unpaid interest, if any shall be added to the outstanding principal balance hereof and the entire outstanding principal balance, as so adjusted, shall bear interest thereafter until paid at an annual rate equal to the lesser of (i) a rate of 18% per annum, or (ii) the maximum rate of interest allowed to be charged under applicable law, regardless of whether or not there has been an acceleration of the payment of principal as set forth herein.  All such interest shall be paid at the time of and as a condition precedent to the curing of any such Event  of Default.

            Section 3.        Prepayment.

                        (a)        If during any consecutive twelve-month period prior to the Maturity Date, the average Closing Price (as defined in clause (d) of this Section below) of the Common Stock (as defined in Section 10 below) equals or exceeds $2.00 per share, the Company may thereafter prepay this Debenture, in whole or in part, without premium or penalty.  All prepayments shall be applied first to accrued interest and then to principal.

                        (b)        At least 30 days before the date of prepayment (the "Prepayment Period"), the Company shall provide notice to the Holder of such prepayment, which shall state:

                                    (i)         that the conditions to prepayment set forth in clause (a) of this Section have been satisfied;

                                    (ii)        the prepayment date;

                                    (iii)       the amount of the outstanding principal and accrued and unpaid interest which the Company will prepay (the "Prepayment Amount") and, if the Debenture is being prepaid in part, that after the Prepayment Date, upon presentation and surrender of the Debenture, a new Debenture or Debentures in aggregate principal amount equal to the unpaid portion thereof will be issued; and

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                                    (iv)       that if the Holder wishes to convert any portion of outstanding principal or interest under this Debenture that constitutes all or part of the Prepayment Amount, the Holder must present the Debenture for conversion no later than the close of business on the business day immediately preceding the prepayment date and satisfy the requirements set forth in Section 10 below.

                        (d)        "Closing Price" means, as of any date of determination, the closing per share sale price on such date as reported by the Nasdaq Capital Market, or if the Common Stock is not then quoted on the Nasdaq Capital Market, such other principal national securities exchange on which the Common Stock is listed, or if no closing sale price is reported, the average of the bid and ask prices, or if more than one in either case, the average of the average bid and the average asked prices, in either case, at 4:00 p.m. (or such earlier time as the last sale prior to 4:00 p.m.), New York time, as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is traded, or if the Common Stock is not traded on such an exchange, as reported on the system of automated dissemination of quotations of securities prices in common use.

            Section 4.        Subordination.  The principal of and interest on this Debenture is subordinate and junior to the extent set forth in that certain Subordination Agreement (the "Subordination Agreement") entered into, or to be entered into, between TOR Minerals International, Inc., Paulson Ranch, Ltd., The D and CH Trust, The Douglas MacDonald Hartman Family Irrevocable Trust and Bank of America, N.A.

            Section 5.        Events of Default.  An "Event of Default" occurs if:

                        (a)        the Company defaults in the payment of any installment of interest on this Debenture when the same becomes due and payable and the default continues for a period of 10 days;

                        (b)        the Company defaults in the payment of all or any part of the principal of this Debenture as and when the same becomes due and payable at maturity, by declaration or otherwise;

                        (c)        the Company fails duly to observe or comply in any material respect with any of its other material covenants or agreements contained in this Debenture and the default continues for the period and after the notice specified below;

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                        (d)        the Company (i) admits in writing its inability to pay its debts generally as they become due, (ii) commences a voluntary case or proceeding under any bankruptcy, insolvency or debtor relief law with respect to itself, (iii) consents to the entry of a judgment, decree or order for relief against it in an involuntary case or proceeding under any bankruptcy, insolvency or debtor relief law, (iv) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official for it or for substantially all of its property, (v) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it, (vi) makes a general assignment for the benefit of its creditors, or (vii) takes any corporate action to authorize or effect any of the foregoing;

                        (e)        a court of competent jurisdiction enters a judgment, decree or order for relief in respect of the Company in an involuntary case or proceeding under any bankruptcy, insolvency or debtor relief law, which shall (i) approve as properly filed a petition seeking reorganization, arrangement, adjustment or composition in respect of the Company or any subsidiary, (ii) appoint a receiver, trustee, assignee, liquidator or similar official for the Company or any subsidiary or for substantially all of the property of the Company or any subsidiary, or (iii) order the winding‑up or liquidation of the affairs of the Company or any subsidiary; and such judgment, decree or order shall remain unstayed and in effect for a period of 60 consecutive days;

            An event under clause (c) above is not an Event of Default until the Holder notifies the Company of the default, and the Company does not cure the default within 30 days after receipt of the notice. 

            Section 6.        Acceleration.  Subject to the terms and conditions of the Subordination Agreement, if an Event of Default (other than an Event of Default specified in Section 5(d) or (e) with respect to the Company) occurs and is continuing, the Holder may, by written notice to the Company, which notice will specify the respective Event of Default and that it is a "Notice of Acceleration" (the "Acceleration Notice"), declare the aggregate principal amount of this Debenture outstanding, together with accrued but unpaid interest thereon to the date of payment, to be due and payable immediately and, upon any such declaration, the same shall become immediately due and payable, unless all Events of Default specified in such Acceleration Notice shall have been cured.  If an Event of Default specified in Section 5(d) or (e) occurs with respect to the Company, all unpaid principal and accrued interest on this Debenture then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Holder.

            Section 7.        Other Remedies.  If an Event of Default occurs and is continuing, the Holder may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of or interest on this Debenture or to enforce the performance of any provision of this Debenture.  A delay or omission by the Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.  All available remedies are cumulative to the extent permitted by law.

            Section 8.        Waiver of Past Defaults.  Prior to the declaration of the maturity of this Debenture as provided in Section 6, the Holder by notice to the Company may waive an existing Event of Default and its consequences, except a default in the payment of principal of or interest on any Debenture as specified in clauses (a) and (b) of Section 5.  When an Event of Default is waived, it is cured and ceases.

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            Section 9.        Rights of Holders to Receive Payment.  Notwithstanding any other provision of this Debenture, the right of any Holder to receive payment of principal of and interest on a Debenture, on or after the respective due dates expressed in such Debenture, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder.

            Section 10.      Conversion.

                        (a)        Conversion; Conversion Rate.  Subject to and upon compliance with the provisions of this Section, all or any portion of this Debenture may be converted, at the election of the Holder into duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Company, par value $0.25 per share (the "Common Stock") at the rate of one share of Common Stock for each $0.53 (which shall be the greater of (i) the consolidated closing bid price of the Common Stock on the NASDAQ Capital Market on the trading day immediately preceding the date of this Debenture plus $0.125, and (ii) $0.53) then outstanding as principal of or interest accrued on the Debenture.  Conversion may be made at any time, at the election of the Holder, up to an including the date of payment.  For conversion, the Holder must present the Debenture at the office of the Company along with a properly executed conversion election in the form attached as Exhibit A.  In the event of any stock dividend, split, combination or reclassification directly affecting the then outstanding Common Stock, the number of shares of Common Stock into which the indebtedness of this Debenture may be converted shall be proportionately adjusted, upward or downward, to prevent dilution or enlargement of the rights of the Holder, effective at the close of business on the date of such dividend, split, combination or reclassification. 

                        (b)        Issuance of Common Stock on Conversion.  Upon receiving a properly executed conversion election, the Company shall deliver or cause to be delivered to the Holder a certificate or certificates representing the number of duly authorized, validly issued, fully paid and non‑assessable shares of Common Stock into which this Debenture shall be converted in accordance with the provisions of this Section.  Such conversion shall be deemed to have been made at the time of the receipt of the conversion election.  The rights of the Holder as a holder of this Debenture shall cease at the time this Debenture is fully converted and, subject to the provision of Section 10(h) hereof, the person entitled to receive the shares of Common Stock upon conversion of such Debenture shall be treated for all purposes as having become the record holder of such shares at such time and such conversion shall be at the conversion rate in effect at such time.  The Company shall not be obligated to deliver or cause to be delivered such certificates to the Holder unless and until this Debenture is delivered to the Company or the Holder notifies the Company that this Debenture has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. 

                        (c)        No Adjustment for Dividends.  No payment or adjustments shall be made on conversion of this Debenture for dividends on securities issued upon such conversion.

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                        (d)        No Fractional Shares to be Issued.  No fractional shares of Common Stock shall be issued upon conversion of this Debenture.  The number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of and interest accrued on this Debenture (or specified portions thereof so surrendered). In lieu of issuing any fractional share, the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to the same fraction of the closing price per share of Common Stock on the principal securities exchange on which it is then traded on the day on which banking institutions in Corpus Christi, Texas are open for business next preceding the day of conversion or if not then traded, at the fair market value of a share of Common Stock as determined in good faith by the Company.

                        (e)        Effect of Consolidation, Merger, Conveyance or Transfer.  In case of any consolidation of the Company with, or merger of the Company into, any other corporation (other than a consolidation or merger in which the Company is the continuing corporation), or in case of any conveyance or transfer of the property and assets of the Company substantially as an entirety, the entity formed by such consolidation or into which the Company shall have been merged or the person which shall have acquired by conveyance or transfer such property and assets, as the case may be, shall assume the obligations of the Company under this Debenture and shall agree that the Holder shall have the right thereafter to convert this Debenture into the kind and amount of shares of stock and other securities and property receivable upon such consolidation, merger, conveyance or transfer by a holder of the number and kind of shares of the Company into which such Debenture might have been converted immediately prior to such consolidation, merger, conveyance or transfer.  Such assumption shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section.  The above provisions of this Section shall similarly apply to successive consolidations, mergers, conveyances or transfers.

                        (f)         Notice to Holders Prior to Certain Actions.  In case:

                                    (i)         the Company shall authorize the issuance to all holders of its Common Stock of rights or warrants to subscribe for or purchase shares of its Common Stock or of any other subscription rights or warrants; or

                                    (ii)        the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets; or

                                    (iii)       the Company is to be a party to any consolidation or merger for which approval of any shareholders of the Company is required, or to the conveyance or transfer of the properties and assets of the Company substantially as an entirety; or

                                    (iv)       the Company is to be voluntarily or involuntarily dissolved, liquidated or wound up;

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then the Company shall cause to be given to the Holder, at least 20 days prior to the applicable date hereinafter specified, a notice stating (i) the date as of which the holders of Common Stock of record to be entitled to receive any such rights, warrants or distribution are expected to be determined, or (ii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property, if any, deliverable upon such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. 

                        (g)        Company to Reserve Shares.  The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, free from preemptive rights, solely for the purpose of issue upon conversion of this Debenture as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of this Debenture.  The Company covenants that all shares of Common Stock which shall be so issuable shall, when issued, be duly and validly issued and fully paid and non-assessable.  The Company covenants that, upon conversion of this Debenture as herein provided, there will be credited to the Common Stock capital account from the consideration for which the shares of Common Stock issuable upon such conversion are issued an amount per share so issued as determined by the Board of Directors, which amount shall not be less than the amount required by law and by the Company's certificate of incorporation as in effect on the date of such conversion.  For the purposes of this covenant the amount of principal and interest owing on the portion of this Debenture converted, less the amount of cash paid in lieu of the issuance of fractional shares on such conversion, shall be deemed to be the amount of consideration for which the shares issuable upon such conversion are issued.

                        (h)        Taxes on Shares Issued.  The issuance of certificates for Common Stock upon the conversion of this Debenture shall be made without charge to the Holder for any tax in respect of the issuance of certificates, and such certificates shall be issued in the respective names of, or in such names as may be directed by, the Holder; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

            Section 11.      Notices.  All notices, consents, waivers, and other communications under this Debenture 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 telecopier (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 telecopier numbers set forth in the Subscription Agreement (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties):

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            Section 12.      Holder.  The Company may consider and treat the person in whose name this Debenture shall be registered as the absolute owner thereof for all purposes whatsoever (whether or not this Debenture shall be overdue) and the Company shall not be affected by any notice to the contrary.  The registered owner of this Debenture shall have the right to transfer it by assignment (subject to applicable federal and state law) and the transferee thereof shall, upon his registration as owner of this Debenture, become vested with all the powers and rights of the transferor.  In case of transfer by operation of law, the transferee agrees to notify the Company of such transfer and of his address, and to submit appropriate evidence regarding the transfer so that this Debenture may be registered in the name of the transferee.  This Debenture is transferable only on the books of the Company by the Holder hereof, in person or by attorney, on the surrender hereof, duly endorsed.  Communications sent to any registered owner shall be effective as against all holders or transferees of the Debenture not registered at the time of sending the communication.

            Section 13.      Governing Law.  THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of Texas in any action or proceeding arising out of or relating to this Debenture.

            Section 14.      Successors.  All agreements of the Company in this Debenture shall bind its successors.

            Section 15.      Severability.  In case any one or more of the provisions in this Debenture shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

            IN WITNESS WHEREOF, the Company has executed this Debenture as of the date first written above.

            DATED as of May 4, 2009.

                                                                        TOR MINERALS INTERNATIONAL, INC.

                                                                        By:                                                                              

                                                                        Name:       Barbara Russell
                                                                        Title:          Acting Chief Financial Officer

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Exhibit A

OPTION OF HOLDER TO ELECT CONVERSION

If you want to elect to have all of the TOR Minerals International, Inc. 6% Convertible Subordinated Debenture due May 4, 2016 (the "Debenture") converted into Common Stock pursuant to Section 10 of the Debenture, check the box below:

□          Convert the entire principal of and interest accrued on the Debenture

If you want to have only part of the Debenture converted, state the amount you elect to have converted:  $_________

If you want the stock certificate made out in another person's name, complete the following:

________________________________________

________________________________________

________________________________________

________________________________________

(Print or type other person's name, address, zip code and social security or tax I.D. number)

Date:                                                                                                                                                   

                                                                        Your Signature

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EX-10

EXHIBIT 10.7

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), AND SHALL NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT AND THE STATE ACTS.

471,700 Shares of Common Stock Warrant No. 2009-02

WARRANT

To Purchase Common Stock of

TOR Minerals International, Inc., a Delaware corporation

Section 1.        Grant of Warrant.  THIS IS TO CERTIFY THAT The D and CH Trust (the "Holder"), or its registered assigns, is entitled to exercise this Warrant to purchase from TOR Minerals International, Inc., a Delaware corporation (the "Company"), up to an aggregate of 471,700 shares of common stock, par value $0.25 per share (the "Common Stock") of the Company, subject to adjustment determined in accordance with Section 8, all on the terms and conditions and pursuant to the provisions hereinafter set forth.  This Warrant is issued pursuant to a Subscription Agreement dated May 4, 2009 (the "Subscription Agreement"), between the Company and the Holder relating to the purchase by the Holder of the Company's 6% Convertible Subordinated Debentures due May 4, 2016.

Section 2.        Exercise Price.  The purchase price payable for each of the shares of Common Stock sold upon exercise of this Warrant shall be $0.53 (which shall be the greater of (i) the consolidated closing bid price of the Common Stock on the NASDAQ Capital Market on the trading day immediately preceding the date of this Warrant, and (ii) $0.53) (the "Exercise Price").  Such Exercise Price and the number of shares of Common Stock into which this Warrant is exercisable are subject to adjustment from time to time as provided in Section 8.

Section 3.        Exercise.  This Warrant may be exercised in whole or in part at any time or from time to time only after the Company obtains shareholder approval for the issuance of shares upon exercise of this Warrant and on or before the seven year anniversary of the date hereof (the "Expiration Date"), unless otherwise extended.  If such shareholder approval is not obtained, this Warrant shall remain non-exercisable.

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In order to exercise this Warrant, in whole or in part, the Holder hereof shall deliver to the Company at its principal office at 722 Burleson Street, Corpus Christi, Texas  78402, or at such other office as shall be designated by the Company pursuant to Section 12:

(a)        written notice of the Holder's election to exercise this Warrant, which notice shall be substantially in the form of the attached "Subscription Form" and shall specify the number of shares of Common Stock to be purchased pursuant to such exercise;

(b)        a wire transfer of immediately available funds to the Company; and

(c)        this Warrant, properly endorsed.

Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within ten (10) days thereafter, execute or cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise.  The stock certificate or certificates so delivered shall be registered in the name of the Holder or such other name as shall be designated in said notice.

This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date of that said notice, together with said payment and this Warrant, is received by the Company as aforesaid (the "Exercise Date").  Except as otherwise provided in this Warrant, the holder of this Warrant shall not, by virtue of its ownership of this Warrant, be entitled to any rights of a shareholder in the Company, either at law or in equity; provided, however, that the Holder shall, for all purposes, be deemed to have become the holder of record of such shares on the Exercise Date.  If the exercise is for less than all of the shares of Common Stock issuable as provided in this Warrant, the Company shall issue a new Warrant of like tenor and date for the balance of such shares issuable hereunder to the Holder.  The holder of this Warrant, by its acceptance hereof, consents to and agrees to be bound by and to comply with all of the provisions of this Warrant.

Section 4.        Taxes.  The issuance of any Common Stock or other certificate upon the exercise of this Warrant shall be made without charge to the registered Holder hereof, or for any tax in respect of the issuance of such certificate, unless such tax is imposed by law upon the Holder (including, without limitation, Federal, state or local income taxes), in which case such taxes shall be paid by the Holder.  The obligations of the parties under this Section shall survive any redemption, repurchase or acquisition of this Warrant or the Common Stock issued upon exercise of this Warrant by the Company, and any cancellation or termination of this Warrant.

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Section 5.        Transfer.  Subject to applicable state and federal law, this Warrant and all options and rights hereunder may be transferred, as to all or any part of the number of shares of Common Stock purchasable upon its exercise, by the Holder hereof in person or by its duly authorized attorney on the books of the Company upon surrender of this Warrant at the principal offices of the Company, together with the "Assignment Form" attached hereto duly executed.  The Company shall deem and treat the registered Holder of this Warrant at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.  If this Warrant is transferred in part, the Company shall, at the time of surrender of this Warrant, issue to the transferee a Warrant covering the number of shares of Common Stock transferred and to the transferor a Warrant covering the number of shares not transferred.

Section 6.        No Fractional Shares.  No fractional shares of Common Stock shall be issued upon the exercise of this Warrant and, in lieu thereof, any fractional shares shall be rounded down to the nearest whole.

Section 7.        Reservation of Shares.  The Company shall, at all times prior to the Expiration Date, reserve and keep available such number of authorized shares of its Common Stock, solely for the purpose of effecting the exercise of this Warrant, as may from time to time be issuable upon exercise of this Warrant.

Section 8.        Adjustments.  The number and kind of securities or other property purchasable upon exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence, after the date hereof, of any of the following events:

            (a)        Subdivisions, Combinations, Dividends and Distributions.  In case the Company shall (1) pay a dividend in, or make a distribution of, shares of capital stock on its outstanding Common Stock, (2) subdivide its outstanding shares of Common Stock into a greater number of such shares or (3) combine its outstanding shares of Common Stock into a smaller number of such shares, the total number of shares of Common Stock purchasable upon the exercise of the Warrant immediately prior thereto shall be adjusted so that the holder of any Warrant thereafter surrendered for exercise shall be entitled to receive at the same aggregate Exercise Price the number of shares of capital stock (of one or more classes) which such holder would have owned or have been entitled to receive immediately following the happening of any of the events described above had such Warrant been exercised in full immediately prior to the record date with respect to such event.  Any adjustment made pursuant to this Subsection shall, in the case of a stock dividend or distribution, become effective as of the record date therefore and, in the case of a subdivision or combination, be made as of the effective date thereof. If, as a result of an adjustment made pursuant to this Subsection, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock.

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                        (b)        Reorganization or Reclassification.  In the event of a capital reorganization or a reclassification of the Common Stock (except as provided in Subsection (a) above or Subsection (d) below), any holder of Warrants, upon exercise of Warrants, shall be entitled to receive, in substitution for the Common Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to the record date with respect to such event; and in any such case, appropriate provision (as determined by the Board of Directors of the Company) shall be made for the application of this Section 8 with respect to the rights and interests thereafter of the Holder (including but not limited to the allocation of the Exercise Price between or among shares of classes of capital stock), to the end that this Section 8 (including the adjustments of the number of shares of Common Stock or other securities purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrant for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrant.

                        (c)        Notification.  Whenever the number of shares of Common Stock or other securities purchasable upon exercise of a Warrant is adjusted as provided in this Section 8, the Company will promptly deliver to holders of Warrants, by first-class, postage prepaid mail, a brief summary of the number and kind of securities or other property purchasable upon exercise of the Warrant as so adjusted, state that such adjustments in the number or kind of shares or other securities or property conform to the requirements of this Section 8, and set forth a brief statement of the facts accounting for such adjustments; provided, however, that failure to file or to give any notice required under this Subsection, or any defect therein, shall not affect the legality or validity of any such adjustments under this Section 8; and provided, further, that, where appropriate, such notice may be given in advance and included as part of the notice required to be given pursuant to Section 9.

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                        (d)        Merger, Consolidation or Disposition of Assets. In case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the corporation formed by such consolidation or merger or the corporation which shall have acquired such assets, as the case may be, shall execute and deliver to the holder of Warrants a supplemental warrant agreement providing that such holder shall have the right thereafter (until the expiration of such Warrant) to receive, upon exercise of such Warrant, solely the kind and amount of shares of stock and other securities and property (or cash) receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section. The above provision of this Subsection shall similarly apply to successive consolidations, mergers, sales or transfers.

            (e)        New Warrants.  Irrespective of any adjustments in the number or kind of shares issuable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Warrant.

            (f)         Computations.  The Company may retain a firm of independent public accountants of recognized standing, which may be the firm regularly retained by the Company, selected by the Board of Directors of the Company or the Executive Committee of said Board, and not disapproved by the Holder, to make any computation required under this Section, and a certificate signed by such firm shall, in the absence of fraud or gross negligence, be conclusive evidence of the correctness of any computation made under this Section.

            (g)        Definition of "Common Stock."  For the purpose of this Section, the term "Common Stock" shall mean (i) the Common Stock or (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.  In the event that at any time as a result of an adjustment made pursuant to this Section, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this Section, and all other provisions of this Warrant, with respect to the Common Stock, shall apply on like terms to any such other shares.

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 Section 9.        Notice of Certain Corporate Action.  In case the Company after the date hereof shall propose to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall mail (by first-class, postage prepaid mail) to all holders of Warrants notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action.  Such notice shall be filed and mailed at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up.

Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section.

Section 10.      Replacement of Warrant.  Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any certificate or instrument evidencing any Warrant, and

            (a)        in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it, or

            (b)        in the case of mutilation, upon surrender or cancellation thereof,

the Company, at its expense, shall execute, register and deliver, in lieu thereof, a new certificate or instrument for (or covering the purchase of) an equal number of Warrants.

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Section 11.      Reduction of Exercise Price Below Par Value.  Before taking any action that would cause an adjustment pursuant to Section 8 hereof reducing the portion of the Exercise Price required to purchase one share of capital stock below the then par value (if any) of a share of such capital stock, the Company will use its best efforts to take any corporate action which, in the opinion of its counsel, may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such capital stock.

Section 12.      Notices.  All notices, requests, consents, approvals or demands to or upon the respective parties hereto shall be given or made to each party at the address specified below.

If to the Company:

TOR Minerals International, Inc.
            722 Burleson Street
            Corpus Christi, Texas  78402
            Attention:  Chief Financial Officer
            Phone:  (361) 883-5591
            Telecopy:  361-883-7619

            With a copy to:
            Hunton & Williams LLP
            1445 Ross Avenue, Suite 3700
            Dallas, Texas  75202
           Attn:  L. Steven Leshin, Esq.
           Telecopy:  (214) 880-0011 

If to the Holder, at the address or transmission number provided in the Subscription Agreement.

Unless otherwise specified herein, all such notices, requests, consents, approvals and demands given or made in connection with the terms and provisions of this Warrant shall be deemed to have been given or made when personally delivered, or, if mailed, upon the earlier of actual receipt by the addressee or three (3) days after sent by registered or certified mail, postage prepaid, or, in the case of overnight courier service (which may be utilized hereunder), when delivered by the overnight courier company to the respective address specified above, or, in the case of telecopy or facsimile transmission (which may be utilized hereunder), within the first business hour (9:00 a.m. to 5:00 p.m., local time for the recipient, on any Business Day) after receipt by the respective addressee.  Any party may change the address or transmission number to which notices shall be directed hereunder by giving ten (10) days written notice of such change to the other parties.

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            Section 13.      Governing Law.  THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of Texas in any action or proceeding arising out of or relating to this Warrant.

Section 14.      Successors and Assigns.  This Warrant and the rights evidenced hereby shall inure to the benefit of, and be binding upon, the successors and assigns of the Holder hereof and shall be enforceable by any such Holder.  In the event this Warrant is sold, transferred or assigned, the transferor will give written notice to the Company within fifteen (15) days following such sale, transfer or assignment and in such notice designate the name and address of the transferee.

[Signature page follows.]

8

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and issued on its behalf.

DATED as of May 4, 2009.

TOR MINERALS INTERNATIONAL, INC.

By:                                                                  

Name:          Barbara Russell
Title:            Acting Chief Financial Officer

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SUBSCRIPTION FORM

(To be executed only upon exercise of Warrant)

The undersigned registered owner of this Warrant irrevocably exercises this Warrant for and purchases ________ shares of Common Stock of TOR Minerals International, Inc., a Delaware corporation, purchasable with this Warrant, and herewith makes payment therefore, all at the price and on the terms and conditions specified in this Warrant and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of and delivered to __________________________________ whose address is ________________________________, and if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in this Warrant, that a new Warrant of like tenor and date for the balance of the shares of Common Stock issuable thereunder to be delivered to the undersigned.

DATED:  __________________, _______     ___________________________________

By:                                                                  

Name:                                                             

Title:                                                                

Address:                                                          

10

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of shares of Common Stock set forth below:

Name and Address of Assignee No. of Shares
Common Stock

and does hereby irrevocably constitute and appoint as Attorney__________________________ to register such transfer on the books of _____________________________ maintained for the purpose, with full power of substitution in the premises.

DATED:  _________________, _____.                                                                                             

By:                                                                              

Name:                                                                         

Title:                                                                            

NOTICE:         The signature to this assignment must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatever.

ACKNOWLEDGMENT BY ASSIGNEE

The undersigned Assignee hereby acknowledges receipt of the Warrant Certificate, and agrees to be bound by its terms.

                                                                        __________________________________________

By:                                                                              

Name:                                                                         

Title:                                                                            

11

EX-10

EXHIBIT 10.8

SUBSCRIPTION AGREEMENT

TOR Minerals International, Inc.
722 Burleson Street
Corpus Christi, Texas  78402

Dear Mr. Hartman:

The undersigned (the "Subscriber") understands that TOR Minerals International, Inc., a Delaware corporation (the "Company"), in connection with the proposed extension and refinancing of its credit arrangements with Bank of America, N.A. (the "Bank") described in Section 6(b)(iii) below, is offering for sale units (the "Units"), each consisting of an aggregate principal amount of $25,000 of its 6% Convertible Subordination Debentures due May 4, 2016 (the "Debentures").

            The Company will pay interest on the Debentures at the per annum rate of 6%, which will be quarterly on August 4, November 4, February 4 and May 4 of each year, commencing on August 4, 2009.  The Company will make annual payments of principal beginning May 4, 2012 in the amount of one-sixteenth of the original principal amount of the Debentures, with the remaining outstanding principal balance and all accrued and unpaid interest to be paid on May 4, 2016, the maturity date of the Debentures.  The Company may prepay the Debentures, in whole or in part, upon 30 days prior notice to the holders thereof if certain conditions are satisfied.  The Debentures comprising a Unit are convertible into 47,170 shares (the "Debenture Shares") of the Company's common stock, par value $.25 per share (the "Common Stock"), subject to adjustments for certain events, at an initial conversion price of $0.53 per share.  The initial conversion price is determined based on the greater of (i) the consolidated closing bid price of the Common Stock on the NASDAQ Capital Market on the trading day immediately preceding the date of the Debentures plus $0.125, and (ii) $0.53.

            In addition, the Company will also issue to the Subscriber of a Unit warrants (the "Warrants," and together with the Debentures, the "Securities") to purchase 47,170 shares of Common Stock ("Warrant Shares," and together with the shares issuable upon conversion of the Debentures, the "Shares"), subject to adjustments for certain events, at an initial exercise price of $0.53 per share.  The initial exercise price is determined based on the greater of (i) the consolidated closing bid price of the Common Stock on the NASDAQ Capital Market on the trading day immediately preceding the date of the Warrants, and (ii) $0.53.

The Subscriber understands that the offering of the Units (the "Offering") is being made without registration of the Units under the Securities Act of 1933, as amended (the "Securities Act"), or any securities, "blue sky" or other similar laws of any state ("State Securities Laws"). 

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            Section 1.        Subscription.  Subject to the terms and conditions hereof, the Subscriber hereby subscribes for and agrees to purchase the number of Units set forth on Appendix A hereto for the aggregate purchase price set forth thereon upon acceptance of this Subscription Agreement by the Company.  The Subscriber hereby agrees that this Subscription Agreement shall be irrevocable and shall survive the death, dissolution or legal incapacity of the Subscriber.

            Section 2.        Payment for Units.  The undersigned has enclosed herewith the consideration ("Purchase Price") required to purchase the number of Units subscribed for hereunder.  Payment of the Purchase Price is being made by delivery to the Company of a wire transfer or check made payable to the Company in the amount shown on Appendix A hereto in consideration for the Units subscribed.

            Section 3.        Funds.  If the conditions of the Closing as specified in Section 4 hereof are not timely satisfied (or waived), this subscription shall be void and all funds received from Subscriber, together with any interest earned thereon, shall be promptly returned to Subscriber.

            Section 4.        Acceptance of Subscription.  The Subscriber understands and acknowledges that (a) the Company has the unconditional right, exercisable in its sole and absolute discretion, to accept or reject this Subscription Agreement, in whole or in part, (b) the subscription shall not be valid unless and until accepted by the Company, (c) this Subscription Agreement shall be deemed to be accepted by the Company only when it is signed by an authorized officer of the Company on behalf of the Company, (d) notwithstanding anything in this Subscription Agreement to the contrary, the Company shall have no obligation to issue the Units to any person to whom the issuance of the Units would constitute a violation of the Securities Act or any State Securities Laws, and (e) the Company will not accept any subscriptions following the refinancing of the credit arrangements with the Bank, as determined in the sole discretion of the Company.  The Company will deliver instruments representing the Units purchased by the Subscriber to the Subscriber promptly after closing.

            Section 5.        Representations and Warranties of the Company.  As of the date hereof, the Company represents and warrants that:

            (a)        The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, with full power and authority to conduct its business as it is currently being conducted and to own its assets.  The Company is duly qualified to do business, and will be in good standing as a foreign corporation authorized to do business, in all jurisdictions in which a failure to so qualify would have a material adverse effect on the business condition (financial or otherwise), earnings, properties, or results of operations of the Company, taken as a whole.

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            (b)        The Shares underlying the Warrants, when issued upon exercise of the Warrants in accordance with the terms thereof, will have been duly authorized and, when issued and paid for in accordance with the terms set forth herein, will be duly issued, fully paid and non-assessable obligations of the Company.

            (c)        The Shares underlying the Debentures, when issued upon conversion of the Debentures in accordance with the terms thereof, will have been duly authorized and, when issued and paid for in accordance with the terms set forth herein, will be duly issued, fully paid and non-assessable obligations of the Company.

            Section 6.        Representations and Warranties of the Subscriber.  The Subscriber hereby represents and warrants to and covenants with the Company and to each officer, director and agent of the Company as follows:

            (a)        General.

            (i)         The Subscriber has all requisite authority to enter into this Subscription Agreement and to perform all of the obligations required to be performed by the Subscriber hereunder.

            (ii)        The Subscriber is the sole party in interest and is not acquiring the Units as an agent or otherwise for any other person. 

            (b)        Information Concerning the Company.

            (i)         The Subscriber is familiar with the financial condition and proposed business, properties, operations and prospects of the Company and its subsidiaries, and, at a reasonable time prior to the execution of this Subscription Agreement, has been afforded the opportunity to ask questions of and received satisfactory answers from the Company's officers and directors, or other persons acting on the Company's behalf, concerning the financial condition and proposed business, properties, operations and prospects of the Company and concerning the terms and conditions of the offering of the Units and has asked such questions as it desires to ask and all such questions have been answered to the full satisfaction of the Subscriber.

            (ii)        The Subscriber understands that, unless the Subscriber notifies the Company in writing to the contrary before the Closing, all the representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the Subscriber.

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            (iii)       The Subscriber understands that the purchase of the Units involves various risks, including, the risk that he, she or it may lose his, her or its entire investment in the Company.  In particular, the Subscriber is aware that (A) the Bank, the Company's principal lender for its U.S. operations, has notified the Company of its decision to terminate its credit agreement with the Company and require the Company to pay off all of its outstanding debt to the Bank, (B) the Company does not have the cash resources to discharge this indebtedness as required nor does the Company have an alternative financing source to enable it to refinance this indebtedness, and (C) this Offering is a condition of the Bank for an extension of the maturity of this indebtedness.

            (iv)       No representations or warranties have been made to the Subscriber by the Company as to the tax consequences of this investment, or as to profits, losses or cash flow which may be received or sustained as a result of this investment.

            (v)        All documents, records and books pertaining to a proposed investment in the Units which the Subscriber has requested have been made available to the Subscriber.

            (c)        Status of the Subscriber.

          (i)         The Subscriber represents that the Subscriber is (CHECK EACH CATEGORY OF "ACCREDITED INVESTOR" BELOW, IF ANY, WHICH IS APPLICABLE TO THE SUBSCRIBER):

            ( X)       A.  a natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his or her purchase exceeds $1,000,000;

            ( )         B.  a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

4

            ( )         C.  a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees if such plan has total assets in excess of $5,000,000; or an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA"), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which fiduciary is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors (as listed in categories (A)-(G));

            ( )         D.  a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

            ( )        E.  an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or a partnership, with total assets in excess of $5,000,000, and which was not formed for the specific purpose of acquiring the Units;

            (X)       F.  a trust, with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the Units whose purchase is directed by a person who has knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in Units;

            ( )         G.  an entity in which all of the equity owners are Accredited Investors (as listed in categories (A)-(F)).

5

(ii)        The Subscriber, either alone or with his, her or its purchaser representative, has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Units.  The Subscriber is able to bear the economic risk of this investment.  The Subscriber has had the opportunity to consult with the Subscriber's own attorney, accountant and/or purchaser representative regarding this Subscriber's investment in the Units and their suitability for purchase by the Subscriber, and to the extent necessary, the Subscriber has retained, at Subscriber's own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits, risks and consequences of this Subscription Agreement and of purchasing and owning the Units.

(iii)       The Subscriber agrees to furnish any additional information requested to assure compliance with applicable Federal and State Securities Laws in connection with the purchase and sale of these Units.

            (d)        Restrictions on Transfer or Sale of the Units.

(i)         The Subscriber is acquiring the Units and the Shares issuable upon exercise or conversion of the Securities solely for the Subscriber's own beneficial account, for investment purposes, and not with view to, or for resale in connection with, any distribution of the Securities and the Shares issuable upon exercise or conversion of the Securities.  The Subscriber understands that the offer and the sale of the Securities has not been registered under the Securities Act or any State Securities Law by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Subscriber and of the other representations made by the Subscriber in this Subscription Agreement.  The Subscriber understands that the Company is relying upon the representations, covenants and agreements contained in this Subscription Agreement (and any supplemental information) for the purposes of determining whether this transaction meets the requirements for such exemptions.

(ii)        The Subscriber understands that the Securities and the Shares issuable upon exercise or conversion of the Securities are, and on issuance upon exercise or conversion of the Securities will be, "restricted securities" under applicable federal securities laws and that the Securities Act and the rules of the Securities and Exchange Commission (the "Commission") provide in substance that the Subscriber may dispose of the Securities and the Shares issuable upon exercise or conversion of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and the Subscriber understands that the Company has no obligation or intention to register any of the Securities and the Shares issuable upon exercise or conversion of the Securities purchased by the Subscriber hereunder or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder).  As a consequence, the Subscriber understands that there is no public market for the Securities and the Subscriber therefore must bear the economic risks of the investment in the Securities and the Shares issuable upon exercise or conversion of the Securities for an indefinite period of time.  The Subscriber understands that the Subscriber may not at any time demand the purchase by the Company of any of the Subscriber's Securities and the Shares issuable upon exercise or conversion of the Securities.

6

(iii)       The Subscriber agrees:  (A) that the Subscriber will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities and the Shares issuable upon exercise or conversion of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities and the Shares issuable upon exercise or conversion of the Securities under the Securities Act and all applicable State Securities Laws or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws; (B) that the Company and any transfer agent for the Securities and the Shares issuable upon exercise or conversion of the Securities shall not be required to give effect to any purported transfer of any of the Securities and the Shares issuable upon exercise or conversion of the Securities except upon compliance with the foregoing restrictions; and (C) that a legend in substantially the following form will be placed on the certificates representing the Securities and the Shares issuable upon exercise or conversion of the Securities:

"The Securities represented by this document have not been registered under any securities laws and the transferability of the Securities therefore is restricted.  The Securities may not be sold, assigned or transferred, nor will any assignee, vendee, transferee, or endorsee hereof be recognized as having an interest in such Securities by the Company for any purpose, unless (i) a registration statement under the Securities Act of 1933, as amended, with respect to such Securities shall then be in effect and such transfer has been qualified under applicable state securities laws, or unless (ii) the availability of an exemption from registration and qualification shall be established to the satisfaction of counsel for the Company."

            (iv)       The Subscriber has not offered or sold any portion of the subscribed for Units, Securities or Shares issuable upon exercise or conversion of the Securities and has no present intention of dividing such Units, Securities or Shares issuable upon exercise or conversion of the Securities with others or of reselling or otherwise disposing of any portion of such Units, Securities or Shares issuable upon exercise or conversion of the Securities either currently or after the passage of a fixed or determinable period of time or upon the occurrence on nonoccurrence of any predetermined event or circumstance.

7

            Section 7.        Survival and Indemnification.  All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Section 7 shall survive (a) the acceptance of this Subscription Agreement by the Company, and (b) the death or disability of the Subscriber.  The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the Units.  The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgment or amounts paid in settlement of actions arising out of or resulting from the untruth or any representation herein or the breach of any warranty or covenant herein.  Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or State Securities laws.

            Section 8.        Conditions to Obligations of the Company.  The obligations of the Company to sell the number and amount of Units specified herein is subject to the condition that the representations and warranties of the Subscriber contained in Section 6 hereof shall be true and correct on and as of the Closing in all respects with the same effect as though such representations and warranties had been made on and as of the Closing.

            Section 9.        Notices.  All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, telex, telecopier or overnight air courier guaranteeing next day delivery:

                        (a)        if to the Company, to it at the following address:

TOR Minerals International, Inc.
722 Burleson Street
Corpus Christi, Texas  78402

            (b)        if to the Subscriber, to the address set forth on the signature page hereto, or at such other address as either party shall have specified by notice in writing to the other.

8

All notice and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.  If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

            Section 10.      Notification of Changes.  The Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the Closing which would cause any representation, warranty, covenant or other statement contained in this Subscription Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the Closing.

            Section 11.      Assignability.  This Subscription Agreement is not assignable by the Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modifications, waiver or termination is sought.

            Section 12.      Binding Effect.  Except as otherwise provided herein, this Subscription Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and binding upon such heirs, executors, administrators, successors, legal representatives and assigns.  If the Subscriber is more than one person, the obligation of the Subscriber shall be joint and several and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon each such person and his, her or its heirs, executors, administrators and successors.

             Section 13.      Obligations Irrevocable.  The obligations of the Subscriber shall be irrevocable, except with the consent of the Company, until the Closing or earlier termination of the Offering.

            Section 14.      Entire Agreement.  This Subscription Agreement constitutes the entire agreement of the Subscriber and the Company relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written.

9

            Section 15.      Governing Law.  THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of Texas in any action or proceeding arising out of or relating to this Subscription Agreement.

            Section 16.      Severability.  If any provision of this Subscription Agreement or the application thereof to any Subscriber or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Subscription Agreement and the application of such provision to other subscriptions or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

            Section 17.      Headings.  The headings in this Subscription Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define, or limit the scope, extent or intent of this Subscription Agreement or any provision  hereof.

            Section 18.      Counterparts.  This Subscription Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

[Signature page follows.]

10

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

            IN WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription Agreement this 4th day of May, 2009.

________________________________________

Investor  Signature

________________________________________

Print Name

________________________________________

Social Security or Tax I.D.#

_________________________________________

Residence Street Address

________________________________________

City                              State/Zip

ACCEPTED AND APPROVED:

TOR MINERALS INTERNATIONAL, INC.

BY:      ___________________________________

ITS:      ___________________________________

11

APPENDIX A

UNITS SUBSCRIBED FOR AND

CONSIDERATION TO BE DELIVERED

Name of Purchaser	Number of Units	Purchase Price
The Douglas MacDonald Hartman Family Irrevocable Trust	10 Units	$250,000
Douglas M. Hartman Trustee	Aggregate Principal Amount of Debentures: $250,000 Debenture Convertible into Shares: 471,700 Warrant Exercisable for Shares: 471,700

12

EX-10

EXHIBIT 10.9

THE SECURITIES REPRESENTED BY THIS CONVERTIBLE SUBORDINATED DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

$250,000 No. 2009-03

TOR MINERALS INTERNATIONAL, INC.

6% CONVERTIBLE SUBORDINATED DEBENTURE DUE MAY 4, 2016

            TOR Minerals International, Inc., a Delaware corporation (the "Company"), for value received, hereby promises to pay to The Douglas MacDonald Hartman Family Irrevocable Trust, or its registered assigns (the "Holder"), the principal sum of Two Hundred Fifty  Thousand Dollars ($250,000), and to pay interest thereon, at the rate of 6% per annum, until the principal hereof is paid.  This Debenture is issued pursuant to a Subscription Agreement dated May 4, 2009 (the "Subscription Agreement"), between the Company and the Holder relating to the purchase by the Holder of Units, of which this Debenture is a part.

            Section 1.        Payments.  Unless earlier converted pursuant to Section 10 below, the Company hereby promises to pay to the order of the Holder the principal sum of Two Hundred Fifty Thousand Dollars ($250,000), or such lesser amount as shall be outstanding from time to time, at the Holder's address listed in the Subscription Agreement, or such other place as the holders hereof may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, together with interest on the unpaid principal balance hereof at the rate provided herein from the date of this Debenture until payment in full of the indebtedness evidenced by this Debenture. 

            Section 2.        Payment of Principal and Interest.

                        (a)        Except as otherwise provided herein, accrued and unpaid interest on the unpaid principal balance shall be payable in quarterly installments on August 4, November 4, February 4 and May 4 of each year (or if any such day is not a business day, on the next succeeding business day) commencing August 4, 2009.

                        (b)        Except as otherwise provided herein, payments of principal due under this Debenture, if not sooner declared to be due in accordance with the provisions hereof, shall be made as follows:

1

                                    (i)         $31,250 shall be due and payable on May 4, 2012;

                                    (ii)        $31,250 shall be due and payable on May 4, 2013;

                                    (iii)       $31,250 shall be due and payable on May 4, 2014;

                                    (iv)       $31,250 shall be due and payable on May 4, 2015; and

                                    (v)        all remaining outstanding principal balance and all accrued and unpaid interest shall be due and payable on May 4, 2016 (the "Maturity Date").

                        (c)        All payments received by the Holder (whether of principal, interest or other amounts) which are applied at any time by the Holder to indebtedness evidenced by this Debenture shall be applied first to accrued interest and then to principal.

                        (d)        It is expressly agreed that upon the occurrence (and during the continuation) of any Event of Default as set forth herein, at the option of the Holder and without notice to the Company, all accrued and unpaid interest, if any shall be added to the outstanding principal balance hereof and the entire outstanding principal balance, as so adjusted, shall bear interest thereafter until paid at an annual rate equal to the lesser of (i) a rate of 18% per annum, or (ii) the maximum rate of interest allowed to be charged under applicable law, regardless of whether or not there has been an acceleration of the payment of principal as set forth herein.  All such interest shall be paid at the time of and as a condition precedent to the curing of any such Event  of Default.

            Section 3.        Prepayment.

                        (a)        If during any consecutive twelve-month period prior to the Maturity Date, the average Closing Price (as defined in clause (d) of this Section below) of the Common Stock (as defined in Section 10 below) equals or exceeds $2.00 per share, the Company may thereafter prepay this Debenture, in whole or in part, without premium or penalty.  All prepayments shall be applied first to accrued interest and then to principal.

                        (b)        At least 30 days before the date of prepayment (the "Prepayment Period"), the Company shall provide notice to the Holder of such prepayment, which shall state:

                                    (i)         that the conditions to prepayment set forth in clause (a) of this Section have been satisfied;

                                    (ii)        the prepayment date;

                                    (iii)       the amount of the outstanding principal and accrued and unpaid interest which the Company will prepay (the "Prepayment Amount") and, if the Debenture is being prepaid in part, that after the Prepayment Date, upon presentation and surrender of the Debenture, a new Debenture or Debentures in aggregate principal amount equal to the unpaid portion thereof will be issued; and

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                                    (iv)       that if the Holder wishes to convert any portion of outstanding principal or interest under this Debenture that constitutes all or part of the Prepayment Amount, the Holder must present the Debenture for conversion no later than the close of business on the business day immediately preceding the prepayment date and satisfy the requirements set forth in Section 10 below.

                        (d)        "Closing Price" means, as of any date of determination, the closing per share sale price on such date as reported by the Nasdaq Capital Market, or if the Common Stock is not then quoted on the Nasdaq Capital Market, such other principal national securities exchange on which the Common Stock is listed, or if no closing sale price is reported, the average of the bid and ask prices, or if more than one in either case, the average of the average bid and the average asked prices, in either case, at 4:00 p.m. (or such earlier time as the last sale prior to 4:00 p.m.), New York time, as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is traded, or if the Common Stock is not traded on such an exchange, as reported on the system of automated dissemination of quotations of securities prices in common use.

            Section 4.        Subordination.  The principal of and interest on this Debenture is subordinate and junior to the extent set forth in that certain Subordination Agreement (the "Subordination Agreement") entered into, or to be entered into, between TOR Minerals International, Inc., Paulson Ranch, Ltd., The D and CH Trust, The Douglas MacDonald Hartman Family Irrevocable Trust and Bank of America, N.A.

            Section 5.        Events of Default.  An "Event of Default" occurs if:

                        (a)        the Company defaults in the payment of any installment of interest on this Debenture when the same becomes due and payable and the default continues for a period of 10 days;

                        (b)        the Company defaults in the payment of all or any part of the principal of this Debenture as and when the same becomes due and payable at maturity, by declaration or otherwise;

                        (c)        the Company fails duly to observe or comply in any material respect with any of its other material covenants or agreements contained in this Debenture and the default continues for the period and after the notice specified below;

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                        (d)        the Company (i) admits in writing its inability to pay its debts generally as they become due, (ii) commences a voluntary case or proceeding under any bankruptcy, insolvency or debtor relief law with respect to itself, (iii) consents to the entry of a judgment, decree or order for relief against it in an involuntary case or proceeding under any bankruptcy, insolvency or debtor relief law, (iv) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official for it or for substantially all of its property, (v) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it, (vi) makes a general assignment for the benefit of its creditors, or (vii) takes any corporate action to authorize or effect any of the foregoing;

                        (e)        a court of competent jurisdiction enters a judgment, decree or order for relief in respect of the Company in an involuntary case or proceeding under any bankruptcy, insolvency or debtor relief law, which shall (i) approve as properly filed a petition seeking reorganization, arrangement, adjustment or composition in respect of the Company or any subsidiary, (ii) appoint a receiver, trustee, assignee, liquidator or similar official for the Company or any subsidiary or for substantially all of the property of the Company or any subsidiary, or (iii) order the winding‑up or liquidation of the affairs of the Company or any subsidiary; and such judgment, decree or order shall remain unstayed and in effect for a period of 60 consecutive days;

            An event under clause (c) above is not an Event of Default until the Holder notifies the Company of the default, and the Company does not cure the default within 30 days after receipt of the notice. 

            Section 6.        Acceleration.  Subject to the terms and conditions of the Subordination Agreement, if an Event of Default (other than an Event of Default specified in Section 5(d) or (e) with respect to the Company) occurs and is continuing, the Holder may, by written notice to the Company, which notice will specify the respective Event of Default and that it is a "Notice of Acceleration" (the "Acceleration Notice"), declare the aggregate principal amount of this Debenture outstanding, together with accrued but unpaid interest thereon to the date of payment, to be due and payable immediately and, upon any such declaration, the same shall become immediately due and payable, unless all Events of Default specified in such Acceleration Notice shall have been cured.  If an Event of Default specified in Section 5(d) or (e) occurs with respect to the Company, all unpaid principal and accrued interest on this Debenture then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Holder.

            Section 7.        Other Remedies.  If an Event of Default occurs and is continuing, the Holder may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of or interest on this Debenture or to enforce the performance of any provision of this Debenture.  A delay or omission by the Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.  All available remedies are cumulative to the extent permitted by law.

            Section 8.        Waiver of Past Defaults.  Prior to the declaration of the maturity of this Debenture as provided in Section 6, the Holder by notice to the Company may waive an existing Event of Default and its consequences, except a default in the payment of principal of or interest on any Debenture as specified in clauses (a) and (b) of Section 5.  When an Event of Default is waived, it is cured and ceases.

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            Section 9.        Rights of Holders to Receive Payment.  Notwithstanding any other provision of this Debenture, the right of any Holder to receive payment of principal of and interest on a Debenture, on or after the respective due dates expressed in such Debenture, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder.

            Section 10.      Conversion.

                        (a)        Conversion; Conversion Rate.  Subject to and upon compliance with the provisions of this Section, all or any portion of this Debenture may be converted, at the election of the Holder into duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Company, par value $0.25 per share (the "Common Stock") at the rate of one share of Common Stock for each $0.53 (which shall be the greater of (i) the consolidated closing bid price of the Common Stock on the NASDAQ Capital Market on the trading day immediately preceding the date of this Debenture plus $0.125, and (ii) $0.53) then outstanding as principal of or interest accrued on the Debenture.  Conversion may be made at any time, at the election of the Holder, up to an including the date of payment.  For conversion, the Holder must present the Debenture at the office of the Company along with a properly executed conversion election in the form attached as Exhibit A.  In the event of any stock dividend, split, combination or reclassification directly affecting the then outstanding Common Stock, the number of shares of Common Stock into which the indebtedness of this Debenture may be converted shall be proportionately adjusted, upward or downward, to prevent dilution or enlargement of the rights of the Holder, effective at the close of business on the date of such dividend, split, combination or reclassification. 

                        (b)        Issuance of Common Stock on Conversion.  Upon receiving a properly executed conversion election, the Company shall deliver or cause to be delivered to the Holder a certificate or certificates representing the number of duly authorized, validly issued, fully paid and non‑assessable shares of Common Stock into which this Debenture shall be converted in accordance with the provisions of this Section.  Such conversion shall be deemed to have been made at the time of the receipt of the conversion election.  The rights of the Holder as a holder of this Debenture shall cease at the time this Debenture is fully converted and, subject to the provision of Section 10(h) hereof, the person entitled to receive the shares of Common Stock upon conversion of such Debenture shall be treated for all purposes as having become the record holder of such shares at such time and such conversion shall be at the conversion rate in effect at such time.  The Company shall not be obligated to deliver or cause to be delivered such certificates to the Holder unless and until this Debenture is delivered to the Company or the Holder notifies the Company that this Debenture has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. 

                        (c)        No Adjustment for Dividends.  No payment or adjustments shall be made on conversion of this Debenture for dividends on securities issued upon such conversion.

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                        (d)        No Fractional Shares to be Issued.  No fractional shares of Common Stock shall be issued upon conversion of this Debenture.  The number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of and interest accrued on this Debenture (or specified portions thereof so surrendered). In lieu of issuing any fractional share, the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to the same fraction of the closing price per share of Common Stock on the principal securities exchange on which it is then traded on the day on which banking institutions in Corpus Christi, Texas are open for business next preceding the day of conversion or if not then traded, at the fair market value of a share of Common Stock as determined in good faith by the Company.

                        (e)        Effect of Consolidation, Merger, Conveyance or Transfer.  In case of any consolidation of the Company with, or merger of the Company into, any other corporation (other than a consolidation or merger in which the Company is the continuing corporation), or in case of any conveyance or transfer of the property and assets of the Company substantially as an entirety, the entity formed by such consolidation or into which the Company shall have been merged or the person which shall have acquired by conveyance or transfer such property and assets, as the case may be, shall assume the obligations of the Company under this Debenture and shall agree that the Holder shall have the right thereafter to convert this Debenture into the kind and amount of shares of stock and other securities and property receivable upon such consolidation, merger, conveyance or transfer by a holder of the number and kind of shares of the Company into which such Debenture might have been converted immediately prior to such consolidation, merger, conveyance or transfer.  Such assumption shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section.  The above provisions of this Section shall similarly apply to successive consolidations, mergers, conveyances or transfers.

                        (f)         Notice to Holders Prior to Certain Actions.  In case:

                                    (i)         the Company shall authorize the issuance to all holders of its Common Stock of rights or warrants to subscribe for or purchase shares of its Common Stock or of any other subscription rights or warrants; or

                                    (ii)        the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets; or

                                    (iii)       the Company is to be a party to any consolidation or merger for which approval of any shareholders of the Company is required, or to the conveyance or transfer of the properties and assets of the Company substantially as an entirety; or

                                    (iv)       the Company is to be voluntarily or involuntarily dissolved, liquidated or wound up;

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then the Company shall cause to be given to the Holder, at least 20 days prior to the applicable date hereinafter specified, a notice stating (i) the date as of which the holders of Common Stock of record to be entitled to receive any such rights, warrants or distribution are expected to be determined, or (ii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property, if any, deliverable upon such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. 

                        (g)        Company to Reserve Shares.  The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, free from preemptive rights, solely for the purpose of issue upon conversion of this Debenture as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of this Debenture.  The Company covenants that all shares of Common Stock which shall be so issuable shall, when issued, be duly and validly issued and fully paid and non-assessable.  The Company covenants that, upon conversion of this Debenture as herein provided, there will be credited to the Common Stock capital account from the consideration for which the shares of Common Stock issuable upon such conversion are issued an amount per share so issued as determined by the Board of Directors, which amount shall not be less than the amount required by law and by the Company's certificate of incorporation as in effect on the date of such conversion.  For the purposes of this covenant the amount of principal and interest owing on the portion of this Debenture converted, less the amount of cash paid in lieu of the issuance of fractional shares on such conversion, shall be deemed to be the amount of consideration for which the shares issuable upon such conversion are issued.

                        (h)        Taxes on Shares Issued.  The issuance of certificates for Common Stock upon the conversion of this Debenture shall be made without charge to the Holder for any tax in respect of the issuance of certificates, and such certificates shall be issued in the respective names of, or in such names as may be directed by, the Holder; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

            Section 11.      Notices.  All notices, consents, waivers, and other communications under this Debenture 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 telecopier (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 telecopier numbers set forth in the Subscription Agreement (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties):

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            Section 12.      Holder.  The Company may consider and treat the person in whose name this Debenture shall be registered as the absolute owner thereof for all purposes whatsoever (whether or not this Debenture shall be overdue) and the Company shall not be affected by any notice to the contrary.  The registered owner of this Debenture shall have the right to transfer it by assignment (subject to applicable federal and state law) and the transferee thereof shall, upon his registration as owner of this Debenture, become vested with all the powers and rights of the transferor.  In case of transfer by operation of law, the transferee agrees to notify the Company of such transfer and of his address, and to submit appropriate evidence regarding the transfer so that this Debenture may be registered in the name of the transferee.  This Debenture is transferable only on the books of the Company by the Holder hereof, in person or by attorney, on the surrender hereof, duly endorsed.  Communications sent to any registered owner shall be effective as against all holders or transferees of the Debenture not registered at the time of sending the communication.

            Section 13.      Governing Law.  THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of Texas in any action or proceeding arising out of or relating to this Debenture.

            Section 14.      Successors.  All agreements of the Company in this Debenture shall bind its successors.

            Section 15.      Severability.  In case any one or more of the provisions in this Debenture shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

            IN WITNESS WHEREOF, the Company has executed this Debenture as of the date first written above.

            DATED as of May 4, 2009.

                                                                        TOR MINERALS INTERNATIONAL, INC.

                                                                        By:                                                                              

                                                                        Name:       Barbara Russell
                                                                        Title:          Acting Chief Financial Officer

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Exhibit A

OPTION OF HOLDER TO ELECT CONVERSION

If you want to elect to have all of the TOR Minerals International, Inc. 6% Convertible Subordinated Debenture due May 4, 2016 (the "Debenture") converted into Common Stock pursuant to Section 10 of the Debenture, check the box below:

□          Convert the entire principal of and interest accrued on the Debenture

If you want to have only part of the Debenture converted, state the amount you elect to have converted:  $_________

If you want the stock certificate made out in another person's name, complete the following:

________________________________________

________________________________________

________________________________________

________________________________________

(Print or type other person's name, address, zip code and social security or tax I.D. number)

Date:                                                                                                                                                   

                                                                        Your Signature

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EX-10

EXHIBIT 10.10

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), AND SHALL NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT AND THE STATE ACTS.

471,700 Shares of Common Stock Warrant No. 2009-03

WARRANT

To Purchase Common Stock of

TOR Minerals International, Inc., a Delaware corporation

Section 1.        Grant of Warrant.  THIS IS TO CERTIFY THAT The Douglas MacDonald Hartman Family Irrevocable Trust (the "Holder"), or its registered assigns, is entitled to exercise this Warrant to purchase from TOR Minerals International, Inc., a Delaware corporation (the "Company"), up to an aggregate of 471,700 shares of common stock, par value $0.25 per share (the "Common Stock") of the Company, subject to adjustment determined in accordance with Section 8, all on the terms and conditions and pursuant to the provisions hereinafter set forth.  This Warrant is issued pursuant to a Subscription Agreement dated May 4, 2009 (the "Subscription Agreement"), between the Company and the Holder relating to the purchase by the Holder of the Company's 6% Convertible Subordinated Debentures due May 4, 2016.

Section 2.        Exercise Price.  The purchase price payable for each of the shares of Common Stock sold upon exercise of this Warrant shall be $0.53 (which shall be the greater of (i) the consolidated closing bid price of the Common Stock on the NASDAQ Capital Market on the trading day immediately preceding the date of this Warrant, and (ii) $0.53) (the "Exercise Price").  Such Exercise Price and the number of shares of Common Stock into which this Warrant is exercisable are subject to adjustment from time to time as provided in Section 8.

Section 3.        Exercise.  This Warrant may be exercised in whole or in part at any time or from time to time only after the Company obtains shareholder approval for the issuance of shares upon exercise of this Warrant and on or before the seven year anniversary of the date hereof (the "Expiration Date"), unless otherwise extended.  If such shareholder approval is not obtained, this Warrant shall remain non-exercisable.

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In order to exercise this Warrant, in whole or in part, the Holder hereof shall deliver to the Company at its principal office at 722 Burleson Street, Corpus Christi, Texas  78402, or at such other office as shall be designated by the Company pursuant to Section 12:

(a)        written notice of the Holder's election to exercise this Warrant, which notice shall be substantially in the form of the attached "Subscription Form" and shall specify the number of shares of Common Stock to be purchased pursuant to such exercise;

(b)        a wire transfer of immediately available funds to the Company; and

(c)        this Warrant, properly endorsed.

Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within ten (10) days thereafter, execute or cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise.  The stock certificate or certificates so delivered shall be registered in the name of the Holder or such other name as shall be designated in said notice.

This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date of that said notice, together with said payment and this Warrant, is received by the Company as aforesaid (the "Exercise Date").  Except as otherwise provided in this Warrant, the holder of this Warrant shall not, by virtue of its ownership of this Warrant, be entitled to any rights of a shareholder in the Company, either at law or in equity; provided, however, that the Holder shall, for all purposes, be deemed to have become the holder of record of such shares on the Exercise Date.  If the exercise is for less than all of the shares of Common Stock issuable as provided in this Warrant, the Company shall issue a new Warrant of like tenor and date for the balance of such shares issuable hereunder to the Holder.  The holder of this Warrant, by its acceptance hereof, consents to and agrees to be bound by and to comply with all of the provisions of this Warrant.

Section 4.        Taxes.  The issuance of any Common Stock or other certificate upon the exercise of this Warrant shall be made without charge to the registered Holder hereof, or for any tax in respect of the issuance of such certificate, unless such tax is imposed by law upon the Holder (including, without limitation, Federal, state or local income taxes), in which case such taxes shall be paid by the Holder.  The obligations of the parties under this Section shall survive any redemption, repurchase or acquisition of this Warrant or the Common Stock issued upon exercise of this Warrant by the Company, and any cancellation or termination of this Warrant.

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Section 5.        Transfer.  Subject to applicable state and federal law, this Warrant and all options and rights hereunder may be transferred, as to all or any part of the number of shares of Common Stock purchasable upon its exercise, by the Holder hereof in person or by its duly authorized attorney on the books of the Company upon surrender of this Warrant at the principal offices of the Company, together with the "Assignment Form" attached hereto duly executed.  The Company shall deem and treat the registered Holder of this Warrant at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.  If this Warrant is transferred in part, the Company shall, at the time of surrender of this Warrant, issue to the transferee a Warrant covering the number of shares of Common Stock transferred and to the transferor a Warrant covering the number of shares not transferred.

Section 6.        No Fractional Shares.  No fractional shares of Common Stock shall be issued upon the exercise of this Warrant and, in lieu thereof, any fractional shares shall be rounded down to the nearest whole.

Section 7.        Reservation of Shares.  The Company shall, at all times prior to the Expiration Date, reserve and keep available such number of authorized shares of its Common Stock, solely for the purpose of effecting the exercise of this Warrant, as may from time to time be issuable upon exercise of this Warrant.

Section 8.        Adjustments.  The number and kind of securities or other property purchasable upon exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence, after the date hereof, of any of the following events:

            (a)        Subdivisions, Combinations, Dividends and Distributions.  In case the Company shall (1) pay a dividend in, or make a distribution of, shares of capital stock on its outstanding Common Stock, (2) subdivide its outstanding shares of Common Stock into a greater number of such shares or (3) combine its outstanding shares of Common Stock into a smaller number of such shares, the total number of shares of Common Stock purchasable upon the exercise of the Warrant immediately prior thereto shall be adjusted so that the holder of any Warrant thereafter surrendered for exercise shall be entitled to receive at the same aggregate Exercise Price the number of shares of capital stock (of one or more classes) which such holder would have owned or have been entitled to receive immediately following the happening of any of the events described above had such Warrant been exercised in full immediately prior to the record date with respect to such event.  Any adjustment made pursuant to this Subsection shall, in the case of a stock dividend or distribution, become effective as of the record date therefore and, in the case of a subdivision or combination, be made as of the effective date thereof. If, as a result of an adjustment made pursuant to this Subsection, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock.

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                        (b)        Reorganization or Reclassification.  In the event of a capital reorganization or a reclassification of the Common Stock (except as provided in Subsection (a) above or Subsection (d) below), any holder of Warrants, upon exercise of Warrants, shall be entitled to receive, in substitution for the Common Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to the record date with respect to such event; and in any such case, appropriate provision (as determined by the Board of Directors of the Company) shall be made for the application of this Section 8 with respect to the rights and interests thereafter of the Holder (including but not limited to the allocation of the Exercise Price between or among shares of classes of capital stock), to the end that this Section 8 (including the adjustments of the number of shares of Common Stock or other securities purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrant for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrant.

                        (c)        Notification.  Whenever the number of shares of Common Stock or other securities purchasable upon exercise of a Warrant is adjusted as provided in this Section 8, the Company will promptly deliver to holders of Warrants, by first-class, postage prepaid mail, a brief summary of the number and kind of securities or other property purchasable upon exercise of the Warrant as so adjusted, state that such adjustments in the number or kind of shares or other securities or property conform to the requirements of this Section 8, and set forth a brief statement of the facts accounting for such adjustments; provided, however, that failure to file or to give any notice required under this Subsection, or any defect therein, shall not affect the legality or validity of any such adjustments under this Section 8; and provided, further, that, where appropriate, such notice may be given in advance and included as part of the notice required to be given pursuant to Section 9.

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                        (d)        Merger, Consolidation or Disposition of Assets. In case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the corporation formed by such consolidation or merger or the corporation which shall have acquired such assets, as the case may be, shall execute and deliver to the holder of Warrants a supplemental warrant agreement providing that such holder shall have the right thereafter (until the expiration of such Warrant) to receive, upon exercise of such Warrant, solely the kind and amount of shares of stock and other securities and property (or cash) receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section. The above provision of this Subsection shall similarly apply to successive consolidations, mergers, sales or transfers.

            (e)        New Warrants.  Irrespective of any adjustments in the number or kind of shares issuable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Warrant.

            (f)         Computations.  The Company may retain a firm of independent public accountants of recognized standing, which may be the firm regularly retained by the Company, selected by the Board of Directors of the Company or the Executive Committee of said Board, and not disapproved by the Holder, to make any computation required under this Section, and a certificate signed by such firm shall, in the absence of fraud or gross negligence, be conclusive evidence of the correctness of any computation made under this Section.

            (g)        Definition of "Common Stock."  For the purpose of this Section, the term "Common Stock" shall mean (i) the Common Stock or (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.  In the event that at any time as a result of an adjustment made pursuant to this Section, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this Section, and all other provisions of this Warrant, with respect to the Common Stock, shall apply on like terms to any such other shares.

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 Section 9.        Notice of Certain Corporate Action.  In case the Company after the date hereof shall propose to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall mail (by first-class, postage prepaid mail) to all holders of Warrants notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action.  Such notice shall be filed and mailed at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up.

Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section.

Section 10.      Replacement of Warrant.  Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any certificate or instrument evidencing any Warrant, and

            (a)        in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it, or

            (b)        in the case of mutilation, upon surrender or cancellation thereof,

the Company, at its expense, shall execute, register and deliver, in lieu thereof, a new certificate or instrument for (or covering the purchase of) an equal number of Warrants.

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Section 11.      Reduction of Exercise Price Below Par Value.  Before taking any action that would cause an adjustment pursuant to Section 8 hereof reducing the portion of the Exercise Price required to purchase one share of capital stock below the then par value (if any) of a share of such capital stock, the Company will use its best efforts to take any corporate action which, in the opinion of its counsel, may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such capital stock.

Section 12.      Notices.  All notices, requests, consents, approvals or demands to or upon the respective parties hereto shall be given or made to each party at the address specified below.

If to the Company:

TOR Minerals International, Inc.
            722 Burleson Street
            Corpus Christi, Texas  78402
            Attention:  Chief Financial Officer
            Phone:  (361) 883-5591
            Telecopy:  361-883-7619

            With a copy to:
            Hunton & Williams LLP
            1445 Ross Avenue, Suite 3700
            Dallas, Texas  75202
           Attn:  L. Steven Leshin, Esq.
           Telecopy:  (214) 880-0011 

If to the Holder, at the address or transmission number provided in the Subscription Agreement.

Unless otherwise specified herein, all such notices, requests, consents, approvals and demands given or made in connection with the terms and provisions of this Warrant shall be deemed to have been given or made when personally delivered, or, if mailed, upon the earlier of actual receipt by the addressee or three (3) days after sent by registered or certified mail, postage prepaid, or, in the case of overnight courier service (which may be utilized hereunder), when delivered by the overnight courier company to the respective address specified above, or, in the case of telecopy or facsimile transmission (which may be utilized hereunder), within the first business hour (9:00 a.m. to 5:00 p.m., local time for the recipient, on any Business Day) after receipt by the respective addressee.  Any party may change the address or transmission number to which notices shall be directed hereunder by giving ten (10) days written notice of such change to the other parties.

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            Section 13.      Governing Law.  THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of Texas in any action or proceeding arising out of or relating to this Warrant.

Section 14.      Successors and Assigns.  This Warrant and the rights evidenced hereby shall inure to the benefit of, and be binding upon, the successors and assigns of the Holder hereof and shall be enforceable by any such Holder.  In the event this Warrant is sold, transferred or assigned, the transferor will give written notice to the Company within fifteen (15) days following such sale, transfer or assignment and in such notice designate the name and address of the transferee.

[Signature page follows.]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and issued on its behalf.

DATED as of May 4, 2009.

TOR MINERALS INTERNATIONAL, INC.

By:                                                                  

Name:          Barbara Russell
Title:            Acting Chief Financial Officer

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SUBSCRIPTION FORM

(To be executed only upon exercise of Warrant)

The undersigned registered owner of this Warrant irrevocably exercises this Warrant for and purchases ________ shares of Common Stock of TOR Minerals International, Inc., a Delaware corporation, purchasable with this Warrant, and herewith makes payment therefore, all at the price and on the terms and conditions specified in this Warrant and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of and delivered to __________________________________ whose address is ________________________________, and if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in this Warrant, that a new Warrant of like tenor and date for the balance of the shares of Common Stock issuable thereunder to be delivered to the undersigned.

DATED:  __________________, _______     ___________________________________

By:                                                                  

Name:                                                             

Title:                                                                

Address:                                                          

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ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of shares of Common Stock set forth below:

Name and Address of Assignee No. of Shares
Common Stock

and does hereby irrevocably constitute and appoint as Attorney__________________________ to register such transfer on the books of _____________________________ maintained for the purpose, with full power of substitution in the premises.

DATED:  _________________, _____.                                                                                             

By:                                                                              

Name:                                                                         

Title:                                                                            

NOTICE:         The signature to this assignment must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatever.

ACKNOWLEDGMENT BY ASSIGNEE

The undersigned Assignee hereby acknowledges receipt of the Warrant Certificate, and agrees to be bound by its terms.

                                                                        __________________________________________

By:                                                                              

Name:                                                                         

Title:                                                                            

11

EX-10

EXHIBIT 10.11

SUBORDINATION AGREEMENT

THIS SUBORDINATION AGREEMENT (this "Agreement") is executed effective as of April 30, 2009, by and among Paulson Ranch, Ltd., a Texas limited partnership ("PRL"), David A. Hartman, as trustee of The D and CH Trust, a trust organized under the laws of the State of Texas ("DCH"), Douglas M. Hartman, as trustee of The Douglas MacDonald Hartman Family Irrevocable Trust, a trust organized under the laws of the State of Texas ("DMH" and collectively, with PRL and DCH, "Subordinated Lenders" and each a "Subordinated Lender"), and Bank of America, N.A., a national banking association (together with its successors and assigns, "Senior Lender").

RECITALS:

A.        TOR Minerals International, Inc., a Delaware corporation ("Borrower"), is party to that certain Second Amended and Restated Loan Agreement dated as December 21, 2004 (as amended, restated, or supplemented from time to time, the "Credit Agreement"), between, Borrower, as borrower, and Senior Lender, as lender.

B.         The obligations of Borrower to Senior Lender are secured by certain assignments of, liens on, and security interests in all of the assets and properties of Borrower to and in favor of the Senior Lender, all as more fully set forth in the Credit Agreement and related loan documents.

C.        It has been proposed that, on or about the date hereof, Borrower issue up to an aggregate principal amount of $1,000,000 of its 6% Convertible Subordinated Debentures due May 4, 2016 (the "Debentures") to the Subordinated Lenders.

D.        Senior Lender has required that Borrower and the Subordinated Lenders enter into this Agreement in order to, among other things, establish the subordination of the obligations of and under the Debentures to the debt owed to Senior Lender.

AGREEMENTS:

In consideration of the mutual covenants and promises of this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Subordinated Lenders and Senior Lender agree as follows:

1.                   Definitions.  Unless otherwise defined in this Agreement or unless the context requires otherwise, each capitalized term used in this Agreement has the meaning given such term in the Credit Agreement.  As used in this Agreement:

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Debt means (without duplication), for any Person, (a) all obligations required by GAAP to be classified upon such Person's balance sheet as liabilities, (b) liabilities to the extent secured (or for which and to the extent the holder of the Debt has an existing right, contingent or otherwise, to be so secured) by any Lien existing on property owned or acquired by that Person, (c) capital leases and other obligations that have been (or under GAAP should be) capitalized for financial reporting purposes, (d) all guaranties, endorsements, letters of credit, and other contingent liabilities with respect to Debt or obligations of others, and (e) the net obligation of such Person under any interest rate swap or other derivative contract.  For purposes hereof, the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person.

Debtor Relief Laws means Title 11 of the United States Code and all other applicable liquidation, conservatorship, bankruptcy, fraudulent transfer, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

Default means an "Event of Default" under, and as defined in, the Credit Agreement.

GAAP means generally accepted accounting principles of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board that are applicable from time to time.

Governmental Authority means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government.

            Lien means any lien (statutory or other), mortgage, security interest, financing statement, collateral assignment, pledge, assignment, charge, hypothecation, deposit arrangement, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing), or encumbrance of any kind, and any other right of or arrangement with any creditor (whether based on common law, constitutional provision, statute or contract) to have its claim satisfied out of any property or assets, or their proceeds, before the claims of the general creditors of the owner of the property or assets.

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Notes means (a) that certain Replacement Promissory Note (Term) dated April 30, 2009, executed by Borrower in favor of Lender in the original principal amount of $308,333, (b) that certain Replacement Promissory Note (Revolving) dated April 30, 2009, executed by Borrower in favor of Lender in the original principal amount of $2,500,000, and (c) that certain Replacement Promissory Note (Real Estate Term Loan) dated April 30, 2009, executed by Borrower in favor of Lender in the original principal amount of $539,000, in each case as amended, modified, renewed, extended, supplemented or replaced from time to time.

Person means any individual, partnership, limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, syndicate, Governmental Authority or other entity or organization of whatever nature.

            Senior Debt means all present and future Debt, liabilities and obligations (including all loans and the obligations under any swap contract), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, and all renewals, increases and extensions thereof, or any part thereof, now or in the future owed to Lender by Borrower under the Credit Agreement, Notes, letter of credit, security agreement, mortgage, or any Loan Document, together with all interest accruing thereon, reasonable fees, costs and expenses payable under the Loan Documents or in connection with the enforcement of rights under the Loan Documents, including (a) fees and expenses under Sections 9 and 10 of the Credit Agreement, and (b) interest and fees that accrue after the commencement by or against Borrower of any proceeding under any Debtor Relief Law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

Subordinated Debt means any amounts due from Borrower to Subordinated Lenders under the terms of the Debentures, and all other Debt of the Borrower to any Subordinated Lender, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, now or hereafter existing, due or to become due whether evidenced in writing or not, together with all costs, expenses, and attorneys' fees incurred in the enforcement or collection thereof, and including, without limitation, interest thereon after the commencement of any proceedings under any Debtor Relief Laws.

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2.                   Subordination.

(a)        Until the Senior Debt is paid in full and the Credit Agreement has been irrevocably terminated, (i) any payment or distribution in respect of the Subordinated Debt is and shall be expressly junior and subordinated in right of payment to all amounts due and owing upon all Senior Debt outstanding from time to time, and (ii) Subordinated Lender may not receive or accept any payment with respect to the Subordinated Debt.  Notwithstanding the foregoing to the contrary, while no Default exists, Borrower may pay, and Subordinated Lender may receive, regularly scheduled payments of interest in respect of the Debentures, in each case as set out in the Debentures on the date of this Agreement.

(b)        The Subordinated Debt shall be unsecured in all respects and Borrower may not incur, grant, or permit to exist any Liens on any of Borrower's assets to secure all or any portion of the Subordinated Debt.

3.                   Payment on Subordinated Debt.  If any Subordinated Lender receives any payment or distribution in respect of the Subordinated Debt, or any part thereof, in violation of Section 2 above, such Subordinated Lender shall hold any amount so received in trust for Senior Lender and will promptly turn over such payment to Senior Lender, in the form received (with any necessary endorsements), to be applied to the Senior Debt.

4.                   Proceedings Against Borrower.  Until the Senior Debt is paid in full and the Credit Agreement has irrevocably terminated, Subordinated Lender may not exercise any remedies, or commence any action or proceeding (or join with any other creditor in commencing any action or proceeding, including an action or proceeding under any Debtor Relief Law) to recover all or any part of the Subordinated Debt from Borrower or from any guarantor of the Subordinated Debt if that guarantor is also a guarantor of the Senior Debt.

5.                   Waiver and Subrogation.  Each Subordinated Lender hereby waives and agrees not to assert against Senior Lender any rights which a guarantor or surety of Debt of Borrower could assert.  Notwithstanding the immediately preceding sentence, nothing in this Agreement shall cause the Subordinated Lenders to be deemed or treated as a guarantor or surety.  Subordinated Lenders shall be subrogated, to the extent of any amounts required to be paid over to Senior Lender pursuant to the terms of this Agreement, to all rights of Senior Lender to receive any payments or distributions applicable to the Senior Debt; provided that no Subordinated Lender may enforce such rights until all of the Senior Debt has been paid in full and the Credit Agreement has been irrevocably terminated.

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6.                   Debtor Relief Laws.  In the event of any proceedings under any Debtor Relief Laws involving Borrower (other than in the capacity of a creditor), Subordinated Lenders may, and at Senior Lender's request shall, file any claims, proofs of claim, or other instruments of similar character necessary to (a) have its claim allowed, or (b) enforce the obligation of the Borrower with respect to the Subordinated Debt.  If any Subordinated Lender does not file such claim, proof of claim or other instrument of similar character within 20 days prior to the bar date or other deadline for filing such claim, proof of claim, or instrument, Senior Lender may, as attorney-in-fact for such Subordinated Lender, with full power of substitution, and each Subordinated Lender hereby appoints Senior Lender attorney-in-fact for such Subordinated Lender, to file any such claim, proof of claim, or other instrument of similar character on behalf of such Subordinated Lender.  All Senior Debt shall be paid in full and the Credit Agreement shall have been irrevocably terminated before any payment or distribution shall be made on account of any Subordinated Debt and each Subordinated Lender will hold in trust for Senior Lender and pay over to Senior Lender, in the form received (with any necessary endorsements), to be applied to the Senior Debt, any and all moneys, dividends, or other assets received in any such proceedings on account of the Subordinated Debt.

7.                   Acceleration.  If any Senior Debt becomes due and payable by acceleration or upon its final maturity, no payment or distribution shall thereafter be made on account of the Subordinated Debt until all Senior Debt has been paid in full and the Credit Agreement has been irrevocably terminated.

8.                   No Impairment.  Senior Lender may, at any time and from time to time, without the consent of or notice to Subordinated Lenders, without incurring responsibility to Subordinated Lenders, and without impairing or releasing any of Senior Lender's rights, or any of the obligations of Subordinated Lenders under this Agreement:

(a)        change the amount, manner, place, or terms of payment, or change or extend the time of payment or renew or alter all or any part of the Senior Debt or amend, modify, supplement, or restate, any of the Loan Documents (such term is used herein as defined in the Credit Agreement) in any manner whatsoever;

(b)        sell, exchange, release, or otherwise deal with all or any part of any property pledged or mortgaged to secure all or any part of the Senior Debt;

(c)        release anyone liable in any manner for the payment or collection of all or any part of the Senior Debt;

(d)        exercise or refrain from exercising any rights against Borrower, any guarantors of the Senior Debt, and others; and

(e)        apply any amount, by whomsoever paid or however realized, to the Senior Debt.

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9.                   No Conflicts.  Subordinated Lenders, jointly and severally, represent and warrant that the execution and delivery of this Agreement and the fulfillment of or compliance with the terms and provisions of this Agreement will not conflict with, or result in a default under, any agreement or instrument to which any Subordinated Lender, or any of its assets, is now subject.

10.               Attorneys' Fees.  If Senior Lender employs an attorney or attorneys to enforce, defend or modify its rights under this Agreement, Senior Lender is entitled to recover from the Subordinated Lenders its court costs, reasonable attorneys' fees, costs of collection, and other expenses incurred in connection with such enforcement.

11.               Acceptance Waiver.  Notice of acceptance of this Agreement is hereby waived.

12.               Amendment.  The terms and provisions of the Debentures or any of the Subordinated Debt may not be amended, extended, renewed, supplemented, waived, increased, or replaced without the prior written consent of the Senior Lender.

13.               Counterparts.  This Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document.  All counterparts must be construed together to constitute one and the same instrument.  This Agreement may be transmitted and signed by facsimile or portable document format (PDF) and shall have the same effect as manually-signed originals and shall be binding on all parties.  In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

14.               Binding Effect.  This Agreement is binding upon Senior Lender and Subordinated Lenders and their respective successors and assigns.

15.               Assignment.  Until all the Senior Debt is paid in full and the Credit Agreement and the Credit Agreement has been irrevocably terminated, each Subordinated Lender covenants and agrees that it will not sell, assign, or otherwise transfer or further encumber the Subordinated Debt, any part thereof, or any interest therein, without first procuring and delivering to Senior Lender the written consent and agreement of the purchaser, pledgee, assignee, or transferee of the Subordinated Debt, any part thereof, or any interest therein, to comply with all terms, conditions and provisions of this Agreement.  Senior Lender's rights under this Agreement may be assigned in whole or in part in connection with any partial or complete assignment or transfer of the Senior Debt.

16.               Arbitration; Waiver of Jury Trial. 

(a)                This Section 16 concerns the resolution of any controversies or claims between the parties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to (i) this Agreement, or (ii) any Loan Document, (collectively a "Claim").  For the purposes of this arbitration provision only, the term "parties" shall include any parent corporation, subsidiary or Affiliate of Senior Lender involved in the servicing, management or administration of any obligation described or evidenced by this Agreement.

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(b)               At the request of any party to this Agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the "Act").  The Act will apply even though this Agreement provides that it is governed by the law of a specified state.

(c)                Arbitration proceedings will be determined in accordance with the Act, the Commercial Rules and Supplementary Procedures for Large, Complex Disputes of the American Arbitration Association ("AAA") as in force at the commencement of such arbitration, and the terms of this Section 16.  In the event of any inconsistency, the terms of this Section 16 shall control.

(d)               The arbitration shall be administered by AAA by a single arbitrator tribunal appointed by the AAA in accordance with its rules and conducted, unless otherwise required by law, in any U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in the state specified in the governing law section of this Agreement.  All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing.  However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days.  The arbitrator(s) shall provide a concise written statement of reasons for the award.  The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced.  This Agreement, the other Loan Documents and any award rendered pursuant to this Section 16 shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

(e)                The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis.  For purposes of the application of the statute of limitations, the service on AAA under applicable AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit.  Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s).  The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this Agreement.

(f)                 This Section 16 does not limit the right of any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies.  The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration.

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(g)              By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim.  Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim.  This provision is a material inducement for the parties entering into this Agreement.

17.               Choice of Law.  THIS AGREEMENT MUST BE CONSTRUED, AND ITS PERFORMANCE ENFORCED, UNDER TEXAS LAW.

[Signatures are on the following pages.]

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EXECUTED as of the date set out above.

SUBORDINATED LENDERS:

PAULSON RANCH, LTD.,
a Texas limited partnership

By: Paulson Ranch Management, L.L.C., its general partner

By:                                                                  

Name:  Bernard Paulson
Title:     General Partner

DAVID A. HARTMAN AS TRUSTEE OF THE
D AND CH TRUST

DOUGLAS M. HARTMAN AS TRUSTEE OF THE
DOUGLAS MACDONALD HARTMAN FAMILY
IRREVOCABLE TRUST

SENIOR LENDER:

BANK OF AMERICA, N.A.,

a national banking association

By:                                                                              

Peter Vitale
Senior Vice President

Signature Page to Subordination Agreement
(TOR Minerals International, Inc.)

The undersigned Borrower consents and agrees to this Agreement and its terms in all respects.

BORROWER:

TOR MINERALS INTERNATIONAL, INC.
a Delaware corporation

By:                                                                              

Name:  Barbara Russell
Title:     Acting Chief Financial Officer

Signature Page to Subordination Agreement
(TOR Minerals International, Inc.)

EX-99

 EXHIBIT 99.1

TOR Minerals Amends U.S. Credit Agreement and Authorizes Issuance of Convertible Debentures

CORPUS CHRISTI, Texas, May 6, 2009 - TOR Minerals International, Inc. (Nasdaq: TORM) announced that it has amended its current U.S. credit agreement with Bank of America.  Under the terms of the amended agreement, certain financial covenants were modified and the maturity date for the U.S. credit facility was extended from April 1, 2009 to October 1, 2009.   The Company is working to establish a new U.S. corporate lending relationship to finance U.S. operations prior to the revised maturity date under the new credit agreement.

In addition, the Company's Board of Directors has authorized, subject to shareholder approval, the issuance of up to $4 million of convertible subordinated debentures with detachable warrants for the purpose of refinancing its U.S. credit facility and general corporate purposes.  On May 4, 2009, the Company received gross proceeds of $1 million from the sale of the convertible subordinated debentures and warrants under the current authorization from entities affiliated with two of the Company's directors.

Additional details regarding the amended credit agreement and the terms and conditions of convertible debentures and warrants can be found in a Form 8-K filed with the Securities and Exchange Commission earlier today.

Headquartered in Corpus Christi, Texas, TOR Minerals is a global manufacturer and marketer of specialty mineral and pigment products for high performance applications, including synthetic titanium dioxide, color pigments, specialty aluminas, and other high performance mineral fillers.  TOR Minerals has manufacturing and regional offices located in the United States, Netherlands and Malaysia.

This statement provides forward-looking information as that term is defined in the Private Securities Litigation Reform Act of 1995, and, therefore, is subject to certain risks and uncertainties. There can be no assurance that the actual results, business conditions, business developments, losses and contingencies and local and foreign factors will not differ materially from those suggested in the forward-looking statements as a result of various factors, including market conditions, general economic conditions, including the present slow down in U.S. construction and the risks of a general business slow down or recession, the increasing cost of energy, raw materials and labor, competition, the receptivity of the markets for our anticipated new products, advances in technology, changes in foreign currency rates, freight price increase, commodity price increases, delays in delivery of required equipment and other factors.

Contact for Further Information:
David Mossberg
Three Point Advisors, LLC
(817) 310-0051