EXHIBIT 10.09

May 20, 2002


Mr. Timothy Winfrey
19935 River Falls Drive
Davidson, NC  28036


Dear Tim:

I am very pleased to offer you the opportunity to join Roper Industries, Inc. as
a Corporate Vice President.

Salary and Benefits

The following statements summarize the proposed financial terms of your
employment:

      1.    Your commencing annual salary will be $240,000 to be reviewed
            January 1, 2003 and thereafter on an annual basis.

      2.    You will be included in the Roper Industries Discretionary Annual
            Bonus Program. Bonuses in this program are paid in the first week of
            January for results achieved in the preceding fiscal year. If goals
            are fully met, you will be entitled to a bonus that represents 100%
            of your salary. For the fiscal 2002 year, you will be guaranteed a
            minimum bonus of $60,000. If, however, the actual bonus amount
            earned is greater than the guaranteed amount, the greater amount
            will be paid.

      3.    You will receive one year's salary and bonus as a severance payment
            if Roper terminates you other than for gross misconduct. This
            includes any change in control in which you were replaced or your
            position was eliminated. Gross misconduct will be defined as a civil
            or criminal act or ethical misconduct committed against Roper
            Industries, Inc., it's employees, customers or suppliers.

      4.    You will be eligible to participate in Roper's Stock Option Program.
            On commencing employment, you will be granted 20,000 Roper Stock
            Options at the prevailing stock price and normal vesting period.
            Additional options could be made available on an annual basis as
            Roper continues to grow and your success contributes to Roper's
            performance.

      5.    A company car will be provided similar to a Buick Park Avenue with
            all expenses for business and private use covered, subject to IRS
            rules.

      6.    You will be included in the corporation's benefits package, a
            summary of which is provided as a supplement to this letter. You
            will be eligible to participate in all benefits as of your start
            date with the exception of the 401(k) plan and the Employee Stock
            Purchase Plan as their eligibility rules do not allow for immediate
            participation and mandate the six-month waiting periods.

      7.    You will be eligible to participate from your start date in the
            Roper Industries, Inc. NonQualified Plan which allows unlimited
            compensation deferral on a pre-tax basis.


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      8.    You will also be eligible for inclusion in our Executive
            Reimbursement Insurance Plan in which any out-of-pocket health,
            dental or vision expenses not covered by our normal plans are
            reimbursed.

      9.    Relocation reimbursement will be provided under our normal policy
            which includes all reasonable moving expenses through the mover with
            whom Roper has contracted to handle moves and relocations and
            including such out-of-pocket costs as utility deposits, closing
            costs, etc. We will also cover the costs of temporary living
            expenses for up to six months. These reimbursable expenses will also
            include the following:

                  a)    selling costs, selling commission and brokerage fees
                        associated with the buying of new residence and selling
                        of current residence;

                  b)    all escrow fees, miscellaneous transaction costs and
                        other fees associated with the buying of new residence
                        and selling of old residence;

                  c)    house hunting trips as necessary;

                  d)    movement and storage, if necessary, of household goods;
                        and e) income tax gross up for total value of
                        relocation.

      10.   You will be eligible for initiation fees, monthly dues and business
            expenses for an appropriate Country Club, as approved in advance by
            the CEO.

      11.   You will be entitled to $25,000 for out-of-pocket incidental
            expenses to cover your relocation separate from the actual move
            itself.

      12.   You will be eligible for four weeks of vacation per year.


Starting Date

Tim, I hope that the employment package extended in this letter is satisfactory
and you will commence employment on June 1, 2002. If you have any questions
regarding your employment package, please do not hesitate to call me or Marilyn
Messer, our Director of Human Resources at (706) 369-7170


Kind Regards,


Brian D. Jellison                                    Accepted
President, CEO

                                                     -------------------
                                                     Tim Winfrey