DRESSER INC
EXECUTIVE EMPLOYMENT AGREEMENT: NATTIER
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>3
<FILENAME>y58592ex10-19.txt
<DESCRIPTION>EXECUTIVE EMPLOYMENT AGREEMENT: NATTIER
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.19



                         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 James A. Nattier ("Employee").

                                   WITNESSETH:

      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
Executive Vice President and Chief of Staff 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.


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      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 "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
DEG Entity, involves a possible conflict of interest. In keeping with Employee's
fiduciary duties to Employer, Employee agrees that Employee shall not knowingly
become involved in a conflict of interest with Employer or any DEG Entity, or
upon discovery thereof, allow such a conflict to continue. Moreover, Employee
shall not engage in any activity that might involve a possible conflict of
interest without first obtaining approval in accordance with Employer's policies
and procedures.

      1.6 Nothing contained herein shall be construed to preclude the transfer
of Employee's employment to another DEG Entity ("Subsequent Employer") as of, or
at any time after, the Effective Date and no such transfer shall be deemed to be
a termination of employment for purposes of Article 3 hereof; provided, however,
that, effective with such transfer, all of Employer's obligations hereunder
shall be assumed by and be binding upon, and all of Employer's rights hereunder
shall be assigned to, such Subsequent Employer and the defined term "Employer"
as used herein shall thereafter be deemed amended to mean such Subsequent
Employer. Except as otherwise provided above, all of the terms and conditions of
this Agreement, including without limitation, Employee's rights and obligations,
shall remain in full force and effect following such transfer of employment.


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ARTICLE 2: COMPENSATION AND BENEFITS:

      2.1 Employee's base salary during the Term shall be not less than $220,000
per annum which shall be paid in accordance with the Employer's standard payroll
practice for its executives. Employee's base salary may be increased from time
to time. Such increased base salary shall become the minimum base salary under
this Agreement and may not be decreased thereafter without the written consent
of Employee.

      2.2 During the Term, Employee shall participate in an annual incentive
plan, as approved by DEG. Notwithstanding the aforementioned, it is specifically
understood and agreed that all determinations relating to Employee's
participation, including, without limitation, those relating to the performance
goals applicable to Employee and Employee's level of participation and payout
opportunity, shall be made in the sole discretion of the person or committee to
whom such authority has been granted.

      2.3 During the Term, Employer shall pay or reimburse Employee for all
actual, reasonable and customary expenses incurred by Employee in the course of
his or her employment; including, but not limited to, travel, entertainment,
subscriptions, and dues associated with Employee's membership in professional,
business and civic organizations; provided that such expenses are incurred and
accounted for in accordance with Employer's applicable policies and procedures.

      2.4 While employed by Employer, Employee shall be allowed to participate,
on the same basis generally as other executive employees of Employer, in all
general employee benefit plans and programs, including improvements or
modifications of the same, which on the Effective Date or thereafter are made
available by Employer to all or substantially all of Employer's similarly
situated executive employees. Such benefits, plans, and programs may include,
without limitation, medical, health, and dental care, life insurance, disability
protection, and qualified and nonqualified retirement plans. Except as
specifically provided herein, nothing in this Agreement is to be construed or
interpreted to increase or alter in any way the rights, participation, coverage,
or benefits under such benefit plans or programs than provided to similarly
situated executive employees pursuant to the terms and conditions of such
benefit plans and programs.

      2.5 Notwithstanding anything to the contrary in this Agreement, it is
specifically understood and agreed that Employer shall not be obligated to
institute, maintain, or refrain from changing, amending, or discontinuing any
incentive, compensation, employee benefit or stock or stock option program or
plan, so long as such actions are similarly applicable to covered employees
generally.

      2.6 Employer may withhold from any compensation, benefits, or amounts
payable under this Agreement all federal, state, city, or other taxes as may be
required pursuant to any law or governmental regulation or ruling.


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ARTICLE 3: TERMINATION OF EMPLOYMENT AND EFFECTS OF SUCH TERMINATION:

      3.1 Employee's employment with Employer shall be terminated (i) upon the
death of Employee, (ii) upon Employee's Retirement (as defined below), (iii)
upon Employee's Permanent Disability (as defined below), or (iv) at any time by
Employer upon notice to Employee, or (V) by Employee upon thirty (30) days'
notice to Employer, for any or no reason.

      3.2 If Employee's employment is terminated by reason of any of the
following circumstances (i), (ii), or (iii), Employee shall be entitled to
receive the benefits set forth only in Section 3.3 below:

(i) Retirement . "Retirement" shall mean either (a) Employee's retirement at or
after normal retirement age (either voluntarily or pursuant to Employer's
retirement policy) or (b) the voluntary termination of Employee's employment by
Employee in accordance with Employer's early retirement policy.

(ii) Employer Termination for Cause . Termination of Employee's employment by
Employer shall mean a termination of employment at the election of the Employer
when there is "Employer Cause". "Employer Cause" shall mean any of the
following: (a) Employee's gross negligence or willful misconduct in the
performance of the duties and services required of Employee pursuant to this
Agreement, (b) Employee's final conviction of or plea of guilty or nolo
contendere to a felony or Employee engaging in fraudulent or criminal activity
relating to the scope of Employee's employment (whether or not prosecuted), (c)
a material violation of Employer's Code of Business Conduct, (d) Employee's
material breach of any material provision of this Agreement, provided that
Employee has received written notice from the Employer and been afforded a
reasonable opportunity (not to exceed 30 days) to cure such breach, or (e) any
continuing or repeated failure to perform the duties as requested in writing by
the Board of Directors of DEG after Employee has been afforded a reasonable
opportunity (not to exceed 30 days) to cure such breach. Determination as to
whether or not Employer Cause exists for termination of Employee's employment
will be made by DEG.

(iii) Resignation. Other Than For Cause . Termination of Employee's employment
by resignation other than for Employee Cause as described in Section 3.4(i).

      3.3 If Employee's employment is terminated by reason of Section 3.2 (i),
(ii), or (iii), Employee shall be entitled to each of the following:

(i) The cash value of Employee's stock, options, or other equity interests in
DEG for the following categories: (1) stock or other equity interests which
represent a direct investment in DEG by the Employee; (2) vested options which
were previously granted to Employee and based on Employee's continuity of
employment; (3) any restricted stock previously granted to Employee; and (4) any
vested performance


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based options granted to the Employee. For purposes of clarification it is
specifically understood and agreed that: (a) all options previously granted
under categories (2) and (4) above that are unvested at the time of the
Employee's termination of employment shall be forfeited by the Employee; and (b)
all restricted stock previously granted to Employee under category (3) above
shall have all restrictions lapse on the date of Employee's termination. The
valuation, timing of payment, and other related matters regarding the payment of
the aforesaid stock, other equity interests, or options shall be as set forth in
a separate agreement between Employee and Employer (including any restrictions
contained in financing agreements of the Employer).

Employee shall be entitled to a pro rata base salary through the date of such
termination and shall be entitled to any individual bonuses or individual
incentive compensation not yet paid, but payable under Employer's plans for
years prior to the year of Employee's termination of employment, but shall not
be entitled to any bonus or incentive compensation for the year in which he or
she terminates employment or any other payments or benefits by or on behalf of
Employer except for those which may be payable pursuant to the terms of
Employer's employee benefit plans (as defined in Section 3.7), stock, option, or
other equity interests or the applicable agreements underlying such plans.

Except for (i) and (ii) above, and, at the option of the Employer, (iv) below,
it is specifically understood that all future compensation to which Employee is
entitled and all future benefits for which Employee is eligible, shall cease and
terminate as of the date of termination.

If Employee's employment is terminated for reasons under Section 3.2 (i), (ii)
or (iii), then Employer, at its sole option, shall be entitled to enforce the
covenant not to compete and other conditions set forth in Article 5 herein for a
period not to exceed one (1) year. In the event that Employer elects to trigger
such option, Employer agrees to pay an amount equal to Employee's base salary
and the individual bonus or incentive compensation at the level of 50% of
Employee's base salary for a period of one (1) year. Such amount shall be based
upon Employee's last base salary amount prior to termination. Payments to the
Employee for the base salary amount shall be in equal installments in accordance
with Employer's customary payroll practices over the one year period. Payments
of the individual bonus or incentive compensation shall be made at the time such
a payment is made to similarly situated employees. In the event that Employee
breaches any of the terms of Article 5 during the aforementioned one (1) year
period, then Employer shall be entitled to immediately cease making further
payments to Employee and, in addition, shall be entitled to seek damages and
such other relief, (including an injunction against Employee) to which it is
entitled under the law. Employee agrees that any payment under this Article
constitutes full and adequate consideration to the Employee's obligations under
Article 5.


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      3.4 If Employee's employment is terminated by reason of (i), (ii), (iii),
or (iv) below, Employee shall be entitled to receive the benefits set forth in
Section 3.5 or Section 3.6, as applicable.

(i) Employee Termination For Cause. "Employee Termination For Cause" shall mean
a termination of employment at the election of Employee when there is "Employee
Cause". "Employee Cause" shall mean (a) a termination of employment by Employee
because of a material breach by Employer of any material provision of this
Agreement which remains uncorrected for thirty (30) days following notice of
such breach by Employee to Employer, provided such termination occurs within
sixty (60) days after the expiration of the notice period or (b) a termination
of employment by Employee within six (6) months after a material reduction in
Employee's rank or responsibility with Employer.

(ii) Employer Termination Without Cause. Termination of Employee's employment by
Employer shall mean a termination of employment at the sole election and option
of the Employer for the Employer's convenience and without Employer Cause.

(iii) Death.

(iv) Permanent Disability. "Permanent Disability" shall mean Employee's physical
or mental incapacity to perform his or her usual duties with such condition
likely to remain continuously and permanently as determined by Employer.

      3.5 If Employee's employment is terminated by Employee under Section 3.4
(i) or by Employer under Section 3.4 (ii), Employee shall be entitled to each of
the following:

(i) The cash value of Employee's stock, options, or other equity interests in
DEG for the following categories: (1) stock or other equity interests which
represent a direct investment in DEG by the Employee; (2) options, both vested
and unvested, which were previously granted to Employee and based on Employee's
continuity of employment; (3) any restricted stock previously granted to
Employee; and (4) any performance-based options granted to the Employee, to the
extent that said options are vested at the time of termination of employment of
the Employee. For purposes of clarification, it is specifically understood and
agreed that: (a) all options previously granted under category (2) above that
are unvested at the time of the Employee's termination of employment shall be
immediately vested as of said date; (b) all restricted stock previously granted
to Employee under category (3) above shall have all restrictions lapse on the
date of Employee's termination; and (c) all options previously granted to
Employee under category (4) above that are unvested on the date of Employee's
termination of employment, shall be forfeited by the Employee. The valuation,
timing of payment, and other related matters regarding the payment of the
aforesaid stock, other equity interests, or options shall be as set


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forth in a separate agreement between Employee and Employer (including any
restrictions contained in financing agreements of the Employer).

(ii) Subject to the provisions of Section 3.7, Employer shall pay to Employee a
severance benefit consisting of continued periodic payments of Employee's base
salary as in effect at the date of Employee's termination of employment in
accordance with Employer's customary payroll practices during the period
commencing on the effectiveness of such termination and ending on the earlier of
(A) the second anniversary of the date of such termination or (B) the date
Employee violates any of the covenants set forth in Article 4 or Article 5
hereof.

(iii) Employee shall be entitled to any individual bonuses or individual
incentive compensation not yet paid but payable under Employer's plans for years
prior to the year of Employee's termination of employment. Such amounts shall be
paid to Employee in a single lump sum cash payment no later than sixty (60) days
following Employee's termination of employment.

(iv) Employee shall be entitled to any individual bonuses or individual
incentive compensation under Employer's plans for the year of Employee's
termination of employment determined as if Employee had remained employed by the
Employer for the entire year. In addition thereto, for the time that Employee is
receiving continued periodic payments under Section 3.5 (ii) above, Employee
shall be entitled to receive any individual bonuses or individual incentive
compensation under Employer's plans for the year(s) in which such periodic
payments are made to Employee. When the periodic payments expire or are
otherwise discontinued, Employee shall only be entitled to receive a pro-rata
share of said bonus or incentive compensation payment based on the portion of
the year in which the periodic payments under Section 3.5 (ii) were made. All
amounts for individual bonuses or incentive compensation due to Employee under
this Section 3.5 (iv), shall be paid at the time that such amounts are paid to
similarly situated employees. Any payments for bonuses or incentive compensation
that are beyond the year in which Employee was terminated shall be paid at the
level of 50% of Employee's base salary regardless of the performance of the
Employer in the applicable year(s).

(v) Employer shall maintain Employee's medical, dental and life insurance
benefits for a period of eighteen (18) months from the date of Employee's
termination on substantially the same basis as would have otherwise been
provided had Employee not been terminated. To the extent that such benefits are
available under Employer's insurance and Employee had such coverage immediately
prior to termination, such continuation of benefits for Employee shall also
cover Employee's dependents.

      3.6 If Employee's employment is terminated by reason of Section 3.4 (iii)
or (iv), Employee's estate, in the case of death, or Employee or his legal
guardian, in the case of Permanent Disability, shall be entitled to payment of
all amounts determined under Section 3.5 (i) through (iv), except that: (1) the
two years' of base salary to be paid under Section 3.5 (ii) shall be paid in a


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lump sum within sixty (60) days after termination of Employee s employment and
(2) Employee's estate, Employee, or his legal guardian, as applicable, shall,
under Section 3.5 (iv), only be entitled to receive any individual bonus or
incentive compensation under Employer's plans for the year in which Employee was
terminated. In the case of death or Permanent Disability, Employer shall not be
liable for any further bonus or incentive compensation plans otherwise payable
under Section 3.5 (iv). All payments due under Section 3.5 (iii) shall be paid
in a single lump sum payment no later than sixty (60) days after Employee's
termination of employment. All payments due under Section 3.5 (iv), as modified
herein, shall be paid no later than sixty (60) days after the bonus or incentive
compensation is capable of being determined.

      3.7 The severance benefit paid to Employee pursuant to Section 3.2 or
Section 3.5 above shall be in consideration of Employee's continuing obligations
hereunder after such termination, including, without limitation, Employee's
obligations under Article 4 and Article 5. Further, as a condition to the
receipt of such severance benefit, Employer, in its sole discretion, may require
Employee to first execute a release, in the form established by Employer,
releasing Employer and all other DEG Entities, and their officers, directors,
employees, and agents, from any and all claims and from any and all causes of
action of any kind or character, including, but not limited to, all claims and
causes of action arising out of Employee's employment with Employer and any
other DEG Entities or the termination of such employment. The performance of
Employer's obligations under Section 3.3 or Section 3.5 and the receipt of the
severance benefit provided thereunder by Employee shall constitute full
settlement of all such claims and causes of action. Employee shall not be under
any duty or obligation to seek or accept other employment following a
termination of employment pursuant to which a severance benefit payment under
Section 3.3 or Section 3.5 is owing and the amounts due Employee pursuant to
Section 3.3 or Section 3.5 shall not be reduced or suspended if Employee accepts
subsequent employment or earns any amounts as a self-employed individual.
Employee's rights under Section 3.3 or Section 3.5 are Employee's sole and
exclusive rights against the Employer, or any affiliate of Employer, and the
Employer's sole and exclusive liability to Employee under this Agreement,
whether such claim is based in contract, tort or otherwise, for the termination
of his or her employment relationship with Employer. Employee agrees that all
disputes relating to Employee's employment or termination of employment shall be
resolved through Employer's Dispute Resolution Plan as provided in Section 6.6
hereof; provided, however, that decisions as to whether there is "Employer
Cause" for termination of the employment relationship with Employee and whether
and as of what date Employee has become permanently disabled shall be limited to
whether such decision was reached in good faith. Nothing contained in this
Article 3 shall be construed to be a waiver by Employee of any benefits accrued
for or due Employee under any employee benefit plan (as such term is defined in
the Employees' Retirement Income Security Act of 1974, as amended) maintained by
Employer except that Employee shall not be entitled to any severance benefits
pursuant to any severance plan or program of the Employer.

      3.8 Termination of the employment relationship does not terminate those
obligations imposed by this Agreement, which are continuing obligations,
including, without limitation, Employee's obligations under Article 4 and
Article 5.


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3.9 The payment of any monies to Employee under this Agreement after the date of
termination of employment do not constitute an offer or a continuation of
employment of the Employee. In no event, shall Employee represent or hold
himself out to be an employee of Employer after the date of termination of
employment. Except where Employer is lawfully required to withhold any federal,
state, or local taxes, Employee shall be responsible for any and all federal,
state, or local taxes that arise out of any payments to Employee hereunder.

3.10 During any period during which any monies are being paid to Employee under
this Agreement after the date of termination, Employee shall provide to Employer
reasonable levels of assistance to Employer in answering questions concerning
the business of Employer, transition of responsibility, or litigation, provided
that all out of pocket expenses of Employee reasonably incurred in connection
with such assistance is fully and promptly reimbursed and that any such
assistance after the Non-Compete Period (as defined below) shall not interfere
or conflict with the obligations which Employee may owe to any other employer.

ARTICLE 4: OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY AND CONFIDENTIAL
           INFORMATION:

      4.1 All information, ideas, concepts, improvements, discoveries, and
inventions, whether patentable or not, which are conceived, made, developed or
acquired by Employee, individually or in conjunction with others, during
Employee's employment by Employer or any of the DEG Entities (whether during
business hours or otherwise and whether on Employer's premises or otherwise)
which relate to the business, products or services of Employer or the DEG
Entities (including, without limitation, all such information relating to
corporate opportunities, research, financial and sales data, pricing and trading
terms, evaluations, opinions, interpretations, acquisition prospects, the
identity of customers or their requirements, the identity of key contacts within
the customer's organizations or within the organization of acquisition
prospects, or marketing and merchandising techniques, prospective names, and
marks), and all writings or materials of any type embodying any of such items,
shall be the sole and exclusive property of Employer or a DEG Entity, as the
case may be, and shall be treated as "work for hire".

      4.2 Employee acknowledges that the businesses of Employer and the DEG
Entities are highly competitive and that their strategies, methods, books,
records, and documents, their technical information concerning their products,
equipment, services, and processes, procurement procedures and pricing
techniques, the names of and other information (such as credit and financial
data) concerning their customers and business affiliates, all comprise
confidential business information and trade secrets which are valuable, special,
and unique assets which Employer or the DEG Entities use in their business to
obtain a competitive advantage over their competitors. Employee further
acknowledges that protection of such confidential business information and trade
secrets against unauthorized disclosure and use is of critical importance to
Employer and the DEG Entities in maintaining their competitive position.
Employee hereby agrees that Employee will not, at any time during or after his
or her employment by Employer, make any unauthorized disclosure of any
confidential business information or trade secrets of Employer or the DEG
Entities, or make any use hereof, except in the carrying out of his or her
employment responsibilities hereunder. Confidential business information shall
not include information in the public domain (but only if


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the same becomes part of the public domain through a means other than a
disclosure prohibited hereunder). The above notwithstanding, a disclosure shall
not be unauthorized if (i) it is required by law or by a court of competent
jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute
resolution or other legal proceeding in which Employee's legal rights and
obligations as an employee or under this Agreement are at issue; provided,
however, that Employee shall, to the extent practicable and lawful in any such
events, give prior notice to Employer of his or her intent to disclose any such
confidential business information in such context so as to allow Employer or a
DEG Entity an opportunity (which Employee will not oppose) to obtain such
protective orders or similar relief with respect thereto as may be deemed
appropriate.

      4.3 All written materials, records, and other documents made by, or coming
into the possession of, Employee during the period of Employee's employment by
Employer which contain or disclose confidential business information or trade
secrets of Employer or the DEG Entities shall be and remain the property of
Employer, or the DEG Entities, as the case may be. Upon termination of
Employee's employment by Employer, for any reason, Employee promptly shall
deliver the same, and all copies thereof, to Employer.

ARTICLE 5: COVENANT NOT TO COMPETE:

      5.1 During the Term of Employment and for a period of one (1) year
thereafter, if termination of employment is under Section 3.4 above or for the
period that payments are made pursuant to Section 3.3 (iv) if termination of
employment is under Section 3.2, (the "Non-Compete Period"), he will not, in
association with or as an officer, principal, member, advisor, agent, partner,
director, material stockholder, employee or consultant of any corporation (or
sub-unit, in the case of a diversified business) or other enterprise, entity or
association, work on the acquisition or development of, or engage in any line of
business, property or project in which Employee (i) is involved in or
responsible for on the date of such termination, or (ii) has worked with or
evaluated in the last year and which were still being pursued or evaluated by
Employer within one month of the time of such termination. Such restriction
shall cover Employee's activities anywhere in the world.

      5.2 During the Term of Employment and the Non-Compete Period, Employee
will not solicit or induce any person who is or was employed by any of the DEG
Entities at any time during such term or period, excluding employees who may
have left their employment by Employer more than 60 days prior to being hired or
solicited for employment by Employee, (A) to interfere with the activities or
businesses of any Company or (B) to discontinue his or her employment with any
of the DEG Entities, or employ any such person in a business or enterprise which
competes with any of the DEG Entities.

      5.3 During the Term of Employment or the Non-Compete Period, Employee will
not, directly or indirectly, influence or attempt to influence any customers,
distributors or suppliers of any of the DEG Entities to divert their business to
any competitor of the Company.

      5.4 Employee understands that the provisions of Section 5.1 hereof may
limit his ability to earn a livelihood in a business similar to the business in
which he is involved, but as an


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executive officer of Employer he nevertheless agrees and hereby acknowledges
that (1) such provisions do not impose a greater restraint than is necessary to
protect the goodwill or other business interests of Employer and any of the DEG
Entities; (ii) such provisions contain reasonable limitations as to time, scope
of activity, and geographical area to be restrained; and (iii) the consideration
provided hereunder, including without limitation, any amounts or benefits
provided under Article 3 hereof, is sufficient to compensate Employee for the
restrictions contained in Section 5.1 hereof. In consideration of the foregoing
and in light of Employee's education, skills and abilities, Employee agrees that
he will not assert that, and it should not be considered that, any provisions of
Section 5.1 otherwise are void, voidable or unenforceable or should be voided or
held unenforceable.

      5.5 Employee acknowledges and agrees that his duties with Employer are of
an executive nature and that he is a member of Employer's management group.
Employee agrees that the remedy at law for any breach by him of any of the
covenants and agreements set forth in this Article 5 will be inadequate and that
in the event of any such breach, Employer may, in addition to the other remedies
which may be available to it at law, obtain injunctive relief prohibiting
Employee (together with all those persons associated with him) from the breach
of such covenants and agreements.

      5.6 Each of the covenants of this Article 5 are given by Employee as part
consideration for this Agreement and as an inducement to Employer to enter into
this Agreement and accept the obligations hereunder and is a material inducement
to the Investor Group purchase Employer.

ARTICLE 6: MISCELLANEOUS:

      6.1 For purposes of this Agreement, the terms "affiliate" or "affiliated"
means an entity or entities in which Employer has a 20% or more direct or
indirect equity interest or entity or entities that have a 20% or more direct or
indirect equity interest in Employer.

      6.2 For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly
given when received by or tendered to Employee, Employer, as applicable, by
pre-paid courier or by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

If to Employer: Dresser Equipment Group, Inc., 2601 Beltline Road, Carrollton,
Texas 75006, (or DEG's current headquarters address) to the attention of the
Vice-President & General Counsel.

If to Employee: To his or her last known personal residence

      6.3 This Agreement shall be governed by and construed and enforced, in all
respects in accordance with; the law of the State of Delaware, without regard to
principles of conflicts of law, unless preempted by federal law, in which case
federal law shall govern; provided, however, that Employer's Dispute Resolution
Plan, or if no such plan is in place, then the rules of the American


                                       11
<PAGE>
Arbitration Association shall govern in an respects with regard to me resolution
of disputes hereunder.

      6.4 No failure by either party hereto at any time to give notice of any
breach by the other party of, or to require compliance with, any condition or
provision of this Agreement shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.

      6.5 It is a desire and intent of the parties that the terms, provisions,
covenants, and remedies contained in this Agreement shall be enforceable to the
fullest extent permitted by law. If any such term, provision, covenant, or
remedy of this Agreement or the application thereof to any person, association,
or entity or circumstances shall, to any extent, be construed to be invalid or
unenforceable in whole or in part, then such term, provision, covenant, or
remedy shall be construed in a manner so as to permit its enforceability under
the applicable law to the fullest extent permitted by law. In any case, the
remaining provisions of this Agreement or the application thereof to any person,
association, or entity or circumstances other than those to which they have been
held invalid or unenforceable, shall remain in full force and effect.

      6.6 It is the mutual intention of the parties to have any dispute
concerning this Agreement resolved out of court. Accordingly, the parties agree
that any such dispute shall, as the sole and exclusive remedy, be submitted for
resolution through Employer's Dispute Resolution Plan or, if no such plan is in
place, then pursuant to binding arbitration to be held in Dallas, Texas, under
the rules of the American Arbitration Association; provided, however, that the
Employer, on its own behalf and on behalf of any of the DEG Entities, shall be
entitled to seek a restraining order or injunction in any court of competent
jurisdiction to prevent any breach or the continuation of any breach of the
provisions of Article 4 and Employee hereby consents that such restraining order
or injunction may be granted without the necessity of the Employer posting any
bond. The parties agree that the resolution of any such dispute through such
Plan shall be final and binding.

      6.7 This Agreement shall be binding upon and inure to the benefit of
Employer, its successors in interest, or any other person, association, or
entity which may hereafter acquire or succeed to all or substantially all of the
business assets of Employer by any means, whether indirectly or directly, and
whether by purchase, merger, consolidation, or otherwise. Employee's rights and
obligations under this Agreement are personal and such rights, benefits, and
obligations of Employee shall not be voluntarily or involuntarily assigned,
alienated, or transferred, whether by operation of law or otherwise, without the
prior written consent of Employer, other than in the case of death or permanent
disability of Employee.

      6.8 This Agreement replaces and merges any previous agreements and
discussions pertaining to the subject matter covered herein. This Agreement
constitutes the entire agreement of the parties with regard to the terms of
Employee's employment, termination of employment and severance benefits, and
contains all of the covenants, promises, representations, warranties, and
agreements between the parties with respect to such matters. Each party to this
Agreement acknowledges that no representation, inducement, promise, or
agreement, oral or written, has been made by either party with respect to the
foregoing matters which is not embodied herein, and that


                                       12
<PAGE>
no agreement, statement, or promise relating to the employment of Employee by
Employer that is not contained in this Agreement shall be valid or binding. Any
modification of this Agreement will be effective only if it is in writing and
signed by each party whose rights hereunder are affected thereby.

      6.9 The Investor Group shall be a third party beneficiary of this
Agreement and no change in this Agreement may be made prior to the Effective
Date without the written consent of First Reserve Corporation.

      IN WITNESS WHEREOF, Employer and Employee have duly executed this
Agreement in multiple originals to be effective on the Effective Date.


                                   DRESSER EQUIPMENT GROUP, INC.



                                   By: /s/ Patrick M. Murray
                                       ---------------------
                                   Name: Patrick M. Murray

                                   Title: President and Chief Executive Officer


                                   EMPLOYEE



                                   /s/ James Nattier
                                   -----------------
                                   Name: James A. Nattier


                                       13



</TEXT>
</DOCUMENT>
