Trademark License Agreement Dated April 10, 2001

HALLIBURTON COMPANY
TRADEMARK LICENSE AGREEMENT


THIS AGREEMENT, effective as of April 10, 2001, by and between Halliburton Company, having a principle place of business at 3600 Lincoln Plaza, 500 N. Akard St., Dallas, Texas 75201-3391 , hereinafter referred to as "LICENSOR," and Dresser, Inc., having a principle place of business at 2601 Beltline Road, Carollton, Texas, 75006, hereinafter referred to as "LICENSEE."


WHEREAS, LICENSOR has adopted and is using the word, "WHEATLEY" and "WHEATLEY and Design " as trademarks and service marks for a broad range of goods and services in the United States and elsewhere throughout the world (hereinafter collectively referred to as the "Marks"), and has on file with the trademark offices of various countries pending trademark and service mark applications and registrations covering the above-mentioned Marks, a listing of which is attached hereto as Appendix A; and


WHEREAS, ASSIGNEE is acquiring the Dresser, Inc. from ASSIGNOR, pursuant to a certain Amended and Restated Agreement and Plan of Recapitalization among ASSIGNOR, ASSIGNEE and the seller named therein dated as of April 10, 2001 (the "Recapitalization Agreement"), and in connection with such acquisition would like to acquire any and all right, title and interest in and to the Marks together with the goodwill of the business symbolized thereby, subject to the Existing Licenses (as defined below), the General License (as defined below) and the Exclusive License (as defined below); and


NOW, THEREFORE, in consideration of the mutual covenants of the parties in this Agreement and the Recapitalization Agreement, and the sum of ten dollars ($10.00) herewith paid by LICENSEE to LICENSOR, the receipt and sufficiency of which is hereby acknowledged by said LICENSOR, the parties hereby agree as follows:


ARTICLE 1 - LICENSE


LICENSOR grants to LICENSEE the non-transferable right to use the Marks in
the Field of Use and to use the Marks in documentation related to the Field
of Use. This license is exclusive within the Field of Use. The "Field of
Use" includes valves for industrial use. The foregoing conveyance is
referred to herein as the "License."


LICENSEE acknowledges that the License and any subsequent assignment is
subject to license and ownership rights of other parties to the WHEATLEY
marks in International Class 7 for pumps. LICENSEE consents to the use of
the WHEATLEY marks by such parties within International Class 7.


2


ARTICLE 2 - QUALITY OF GOODS AND SERVICES


LICENSEE shall use the Marks only as described in the grant in Article 1,
and only in accordance with the guidance and directions furnished to
LICENSEE by LICENSOR, or its representatives or agents, but always the
quality of the LICENSED GOODS AND SERVICES and the quality of the
documentation shall always be satisfactory to LICENSOR or as specified by
it. LICENSOR shall be the sole judge, in its commercially reasonable
discretion, as to whether or not LICENSEE has met or is meeting the
standards of quality so established.


ARTICLE 3 - INSPECTION


LICENSEE shall permit duly authorized representatives of LICENSOR to
inspect the LICENSED GOODS and the documentation during normal business
hours and with at least 10 days' notice prior to any distribution of same,
for the purpose of ascertaining or determining compliance with Articles 1
and 2 hereof.


ARTICLE 4 - USE OF MARKS


When using the Marks under this agreement, LICENSEE undertakes to comply
substantially with all laws pertaining to service marks and trademarks in
force at any time in the United States and all foreign jurisdictions in
which the marks are used. This provision includes compliance with marking
requirements, showing that the Marks are owned by Halliburton Company.


ARTICLE 5 - EXTENT OF LICENSE


The right granted in paragraph 1 hereof shall be exclusive within the Field
of Use, but subject to any outstanding license agreements which LICENSOR
may currently have in force with other third parties. This license is not
assignable or transferable in any manner whatsoever, nor does LICENSEE have
the right to grant any sub-licenses except to affiliates, unless LICENSEE
has obtained prior written consent of LICENSOR.


ARTICLE 6
NEW APPLICATIONS AND AMENDMENT OF EXISTING REGISTRATIONS


(a) Prior to the Effective Date, LICENSOR owned title to registrations for
the marks for pumps in International Class 7 and valves in International
Class 9. LICENSOR agrees to use commercially reasonable efforts to file and
prosecute trademark applications in the United S ...