ICO INC
2ND AMEND.TO EMPLOYMENT AGMT - BRAD LEUSCHNER
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>11
<FILENAME>h02127exv10w20.txt
<DESCRIPTION>2ND AMEND.TO EMPLOYMENT AGMT - BRAD LEUSCHNER
<TEXT>
<PAGE>
                                  EXHIBIT 10.20

                             SECOND AMENDMENT TO THE
                              EMPLOYMENT AGREEMENT
                                OF BRAD LEUSCHNER



         This Second Amendment to the Employment Agreement ("Employment
Agreement") of Brad Leuschner, made this 31ST day of October, 2002, is by and
between ICO, Inc., a Texas corporation with offices at 5333 Westheimer, Suite
600, Houston, Texas 77056; and Brad Leuschner, a Texas resident ("Employee").


         1. Paragraph 4 of the Employment Agreement, entitled "Compensation," is
hereby amended, effective as of November 1, 2002, to read as follows:

              "For the services to be rendered to Company pursuant to this
              Agreement, Company shall pay Employee a salary in the amount of
              One Hundred and Forty Thousand Dollars and no/100 ($140,000.00)
              per annum, less all required deductions, including but not limited
              to federal withholding, social security, and other taxes, which
              salary shall be payable bi-weekly on the Company's regular payroll
              schedule. During the term of this Agreement, Employee's salary
              shall be reviewed at least annually.

              In lieu of use of a Company vehicle, and maintenance, repair,
              insurance, and fuel charges associated therewith, the Employee
              shall receive a monthly vehicle allowance in the sum of $1,190.00
              ("Vehicle Allowance"), paid in advance on the first payday of each
              month. The Vehicle Allowance shall be periodically adjusted to
              reflect inflation. As reimbursement for fuel and vehicle-related
              charges incurred by Employee when using Employee's personal
              vehicle on Company business, Employee shall be reimbursed at the
              IRS reimbursement rate of $0.365 per mile (or the prevailing
              rate)."

         2. All terms and conditions in the Employment Agreement that are not
amended or supplemented pursuant to paragraph 1 above continue to be in full
force and effect between Employee and ICO, Inc.



AGREED AND ACCEPTED:

ICO, INC.

By:   /s/ Jon C. Biro                               /s/   Brad Leuschner
    --------------------------                      --------------------------
                                                    BRAD LEUSCHNER
Printed Name: Jon C. Biro

Title: CFO and Treasurer



                                      S-12

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