EXECUTIVE EMPLOYMENT AGREEMENT



      This Executive Employment Agreement ("Agreement"), dated this 29th day of

January, 2001, is entered into by and between Dresser Equipment Group, Inc. and

any of its subsidiaries and affiliates as may employ Employee from time to time,

(collectively, "Employer" or "DEG") and Stuart M. Brightman ("Employee").



                              W I T N E S S E T H:



      WHEREAS, Employee is currently employed by Employer; and



      WHEREAS, Employer is a wholly-owned subsidiary of the ultimate parent,

Halliburton Company; and



      WHEREAS, Halliburton Company is in the process of selling approximately

95% of its ownership interest in Employer to affiliates of First Reserve

Corporation and Odyssey Investment Partners, LLC (collectively, the "Investor

Group"); and



      WHEREAS, Employer, contingent upon, and as of the date of the closing of

the sale of Employer by Halliburton Company to the Investor Group (the

"Effective Date"), desires to continue the employment of Employee pursuant to

the terms and conditions set forth herein and Employee desires to continue in

the employment of Employer pursuant to the terms and conditions set forth

herein;



      NOW, THEREFORE, for and in consideration of the mutual promises, covenants

and obligations contained herein, Employer and Employee agree as follows:



ARTICLE 1:  EMPLOYMENT AND DUTIES:



      1.1   Contingent upon the closing of the sale of approximately 95%

ownership interest of DEG by Halliburton Company to the Investor Group, Employer

agrees to employ Employee, and Employee agrees to be employed by Employer,

beginning as of the Effective Date and continuing until the date of termination

of Employee's employment pursuant to the provisions of Article 3 (the "Term"),

subject to the terms and conditions of this Agreement.



      1.2   Beginning as of the Effective Date, Employee shall be employed as

the President Dresser Valve Division Americas of Employer. Employee agrees to

serve in the assigned position or in such other executive capacities as may be

requested from time to time by Employer and to perform diligently and to the

best of Employee's abilities the duties and services pertaining to such

positions as reasonably determined by Employer, as well as such additional or

different duties and services appropriate to such positions which Employee from

time to time may be reasonably directed to perform by Employer.



      1.3   Employee shall at all times comply with and be subject to such

policies and procedures as Employer may establish from time to time, including,

without

<PAGE>

limitation, Employer's Company Code of Business Conduct (the "Code of Business

Conduct").



      1.4   Employee shall, during the period of Employee's employment by

Employer, devote Employee's full business time, energy, and best efforts to the

business and affairs of Employer. Employee may not engage, directly or

indirectly, in any other business, investment, or activity that interferes with

Employee's performance of Employee's duties hereunder, is contrary to the

interest of Employer or any of its affiliated subsidiaries and divisions, (each

a "DEG Entity", or collectively, the "DEG Entities"), or requires any

significant portion of Employee's business time. The foregoing notwithstanding,

the parties recognize and agree that Employee may engage in passive personal

investments and other business activities which do not conflict with the

business and affairs of the DEG Entities or interfere with Employee's

performance of his or her duties hereunder. Employee may not serve on the board

of directors of any entity other than a DEG Entity during the Term without the

approval thereof in accordance with Employer's policies and procedures regarding

such service. Employee shall be permitted to retain any compensation received

for approved service on any unaffiliated corporation's board of directors.



      1.5   Employee acknowledges and agrees that Employee owes a fiduciary duty

of loyalty, fidelity, and allegiance to act at all times in the best interests

of the Employer and the other DEG Entities and to do no act which would,

directly or indirectly, injure any such entity's business, interests, or

reputation. It is agreed that any direct or indirect interest in, connection

with, or benefit from any outside activities, particularly commercial

activities, which interest might in any way adversely affect Employer, or any

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