EXHIBIT 10.1

SUBSCRIPTION AGREEMENT

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

Dear Mr. Pauken:

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.

            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 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"). 

            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.

            (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.

            (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;

            ( )         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)).

(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.

(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.

            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.

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.

            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.]

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

            IN WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription Agreement this 21st day of August, 2009 .

Exhibit 10.1.1

SCHEDULE IDENTIFYING SUBSTANTIALLY IDENTICAL AGREEMENTS TO EXHIBIT 10.1

Subscription Agreement, dated as of August 21, 2009, between TOR Minerals International, Inc. and X-L Investments.  This agreement relates to the purchase of 10 Units for an aggregate purchase price of $250,000.

Subscription Agreement, dated as of August 21, 2009, between TOR Minerals International, Inc. and Five Star Investments.  This agreement relates to the purchase of 6 Units for an aggregate purchase price of $150,000.

Subscription Agreement, dated as of August 21, 2009, between TOR Minerals International, Inc. and Ida Pauken.  This agreement relates to the purchase of 1 Unit for an aggregate purchase price of $25,000.

Subscription Agreement, dated as of August 21, 2009, between TOR Minerals International, Inc. and William Solemene.  This agreement relates to the purchase of 1 Unit for an aggregate purchase price of $25,000.

Subscription Agreement, dated as of August 21, 2009, between TOR Minerals International, Inc. and Stanley F. Bedell.  This agreement relates to the purchase of 1 Unit for an aggregate purchase price of $25,000.

EXHIBIT 10.2

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.

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 Thomas Pauken , or its registered assigns (the "Holder"), the principal sum of Twenty Five Thousand Dollars ($25,000) , 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 August 21, 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 Twenty Five Thousand Dollars ($25,000) , 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:

                                    (i)         $1,562.50 shall be due and payable on May 4, 2012 ;

                                    (ii)        $1,562.50 shall be due and payable on May 4, 2013 ;

                                    (iii)       $1,562.50 shall be due and payable on May 4, 2014 ;

                                    (iv)       $1,562.50 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

                                    (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., Thomas Pauken 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;

                        (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.

            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 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.

                        (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;

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):

              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 August 21, 2009 .

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

Exhibit 10.2.1

SCHEDULE IDENTIFYING SUBSTANTIALLY IDENTICAL AGREEMENTS TO EXHIBIT 10.2

6% Convertible Subordinated Debenture due May 4, 2016, dated as of August 21, 2009, by TOR Minerals International, Inc. in favor of X-L Investments.  The aggregate principal amount of the Debenture is $250,000.

6% Convertible Subordinated Debenture due May 4, 2016, dated as of August 21, 2009, by TOR Minerals International, Inc. in favor of Five Star Investments.  The aggregate principal amount of the Debenture is $150,000.

6% Convertible Subordinated Debenture due May 4, 2016, dated as of August 21, 2009, by TOR Minerals International, Inc. in favor of Ida Pauken.  The aggregate principal amount of the Debenture is $25,000.

6% Convertible Subordinated Debenture due May 4, 2016, dated as of August 21, 2009, by TOR Minerals International, Inc. in favor of William Solemene.  The aggregate principal amount of the Debenture is $25,000.

6% Convertible Subordinated Debenture due May 4, 2016, dated as of August 21, 2009, by TOR Minerals International, Inc. in favor of Stanley F. Bedell.  The aggregate principal amount of the Debenture is $25,000.

EXHIBIT 10.3

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.

WARRANT

To Purchase Common Stock of

TOR Minerals International, Inc., a Delaware corporation

Section 1.        Grant of Warrant .  THIS IS TO CERTIFY THAT Thomas Pauken (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 47,170 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 August 21, 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 (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.

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.

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.

                        (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 .

                        (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.

  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.

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.

            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.]

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

DATED as of August 21, 2009 .

                                                         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 therefor, 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:                                                          

                                                          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:

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:                                                                            

Exhibit 10.3.1

SCHEDULE IDENTIFYING SUBSTANTIALLY IDENTICAL AGREEMENTS TO EXHIBIT 10.3

Warrant, dated as of August 21, 2009, by TOR Minerals International, Inc. in favor of X-L Investments.  The warrant is exercisable for 471,700 shares of the registrant's common stock.

Warrant, dated as of August 21, 2009, by TOR Minerals International, Inc. in favor of Five Star Investments.  The warrant is exercisable for 283,020 shares of the registrant's common stock.

Warrant, dated as of August 21, 2009, by TOR Minerals International, Inc. in favor of Ida Pauken.  The warrant is exercisable for 47,170 shares of the registrant's common stock.

Warrant, dated as of August 21, 2009, by TOR Minerals International, Inc. in favor of William Solemene.  The warrant is exercisable for 47,170 shares of the registrant's common stock.

Warrant, dated as of August 21, 2009, by TOR Minerals International, Inc. in favor of Stanley F. Bedell.  The warrant is exercisable for 47,170 shares of the registrant's common stock.