EXECUTIVE EMPLOYMENT AGREEMENT



         This Executive Employment Agreement ("Agreement"), dated this 18th day

of February, 2002, is entered into by and between Dresser Inc. and any of its

subsidiaries and affiliates as may employ Employee from time to time,

(collectively, "Employer" or "Dresser, Inc.") Charles S. Wolley ("Employee").



                              W I T N E S S E T H:



         WHEREAS, Employee desires to be employed by Dresser, Inc.; and



         WHEREAS, Employer desires to employ Employee pursuant to the terms and

conditions set forth herein and Employee desires to be employed by 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      Employer agrees to employ Employee, and Employee agrees to be

employed by Employer, beginning as of February 18, 2002 (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, Measurement 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 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 "Dresser, Inc. Entity", or collectively, the





                                                                               1

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"Dresser, Inc. 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 Dresser, Inc.

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 Dresser, Inc. 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 Dresser, Inc. 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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