OEM Sales and Purchase Agreement

OEM SALES AND PURCHASE AGREEMENT



THIS AGREEMENT, made the ___ day of ____________, 199_ between the WAUKESHA ENGINE DIVISION OF DRESSER INDUSTRIES, INC., a Delaware corporation, hereinafter called "WAUKESHA", and ________________, hereinafter called "OEM".



1. PRELIMINARY STATEMENT



WAUKESHA manufactures and sells internal combustion engines. OEM

wishes to purchase from WAUKESHA and WAUKESHA wishes to sell to OEM

AT, VHP, VGF, VSG and Intermediate engines hereinafter called

"WAUKESHA Products". OEM incorporates Waukesha Products into

equipment packages utilized for petroleum market including gas and air

compression hereinafter called "OEM Products".



2. SALES AND PURCHASES



WAUKESHA shall sell to OEM and OEM shall purchase from WAUKESHA,

WAUKESHA Products on the terms stated in this Agreement. Except as

otherwise provided in this Agreement, the terms of sale by WAUKESHA to

OEM shall be WAUKESHA's Standard Terms of Sale, which are included in

the Power Partners Policy Manual.



If this agreement differs in any way from OEM's order or terms, then

Waukesha's performance is expressly made conditional on OEM's assent

to any terms or conditions of Waukesha. Any terms or conditions which

conflict with Waukesha's terms and conditions shall have no effect.



3. PRICES AND PAYMENT



OEM shall pay WAUKESHA or WAUKESHA Products, the prices mutually

agreed upon from time to time which shall be confirmed in writing and

become a part of this Agreement. Payment by OEM to WAUKESHA for

WAUKESHA Products delivered to OEM shall be due and payable on a net

thirty (30) day basis pursuant to invoices rendered by WAUKESHA to

OEM. Alternative payment terms must be agreed upon in advance of

order placement with WAUKESHA.



4. RIGHTS



WAUKESHA grants OEM the right to purchase and sell such WAUKESHA

Products in conjunction with OEM Products. OEM agrees to purchase,

incorporate and sell WAUKESHA Products where suitable in the

construction of OEM Products.









5. TRADEMARKS AND LIMITATIONS



Nothing herein shall be construed as granting OEM any license or right

to manufacture any engine parts or service parts for WAUKESHA



Since OEM will be manufacturing products using the WAUKESHA Products

as components and since OEM will be selling the products it has

manufactured, OEM shall not utilize any trade names of WAUKESHA, nor

any of WAUKESHA's trademarks in promoting the sale of such products

without first obtaining the prior written consent of WAUKESHA, which

consent may be withheld by WAUKESHA in its absolute disc ...