[DRESSER INDUSTRIES, INC. LETTERHEAD]




         January 10, 1997


      Mr. George A. Helland
      Dresser Trading 
      3000 N. Sam Houston Parkway, East
      Houston, Texas 77032

      Dear George:

      The purpose of this Letter Agreement is to confirm the
      elimination of your position within Dresser effective
      March 31, 1997 (herein after Separation Date or Last Day
      of Work).  This action is being taken to align complete
      responsibility for all phases of Dresser Trading/NIS
      Operations' services and product marketing to the
      individual operating units.

      As you will note, this Letter Agreement consists of three
      sections - Section I sets forth the terms and conditions
      of termination and Section II sets forth provisions
      whereby any actual or potential claims that you may have
      against the Company are amicably resolved, and Section
      III sets forth the Consulting Agreement.  The provisions
      of this Letter Agreement shall be effective only if you
      accept these provisions.

      For the purpose of Section I of this Agreement, "Company"
      is deemed to be Dresser Industries, Inc.  For the purpose
      of Sections II and III of this letter, "Company" is
      deemed to be Dresser Industries, Inc. and its parent,
      subsidiary and affiliated companies as well as all
      predecessor companies and their parent, subsidiary and
      affiliated companies.

      SECTION I - TERMS AND CONDITIONS OF TERMINATION:<PAGE>




      A.    Your termination shall be effective March 31, 1997.
      B.    You will receive four weeks severance pay in the
            amount of $16,539.00 on March 31, 1997.
      *C.   You will receive additional severance in nine
            monthly installments of $16,791.00 beginning April
            1, 1997.  In addition, you will receive $1,000.00
            per day for actual services rendered.  All of these
            payments are subject to satisfactorily complying
            with the terms and conditions of this Agreement.
      *D.   For the purposes of the Dresser Stock Option Plan
            only, your termination will be characterized as a
            "retirement".  In addition, we will recommend to
            the Board of Directors that you receive a pro rata
            share of any applicable 1997 bonus.
      E.    You will receive payment for all unused 1997
            vacation in accordance with Company policy.
      *F.   The Company will make available to you the services
            of an Outplacement Company of your choice.
      G.    Following your Separation Date, you are entitled to
            continue medical and dental coverage through April
            30, 1997 in the applicable Company plan pursuant to
            which you have been enrolled.  Additional coverage
            may be provided to you in accordance with the rules
            of the Consolidated Omnibus Budget Reconciliation
            Act ("COBRA").  If you elect this continued COBRA
            coverage, the coverage is at your expense in
            accordance with the terms and conditions and costs
            to be furnished to you.
      H.    Information concerning retirement accounts and/or
            401(k) Plan accounts will be furnished to you no
            later than March 31, 1997.  Exercise of your
            outstanding Stock Options and distribution of your
            Deferred Compensation account will be according to
            the plan rules.
      I.    All other benefits cease on March 31, 1997.
      J.    On or before your Last Day of Work, you shall
            return all Company property, including, but not
            limited to, keys, credit cards, access cards,
            manuals, proposals, agreements, customer lists<PAGE>





            (except you may retain a copy for personal use),
            employee lists and confidential and proprietary
            information and all copies thereof.
      K.    During your employment and following your
            termination of employment, through December 31,
            1997.
            i)    you shall not disclose any confidential
                  and proprietary information of the
                  Company, including, but not limited to,
                  proposals, agreements, product plans
                  and designs, pricing, marketing and
                  sales plans, research and development
                  projects or plans, customer lists and
                  employee lists,  
            ii)   you shall continue to be bound by the
                  provisions concerning confidential and
                  proprietary information and inventions
                  as set forth in agreements that you
                  have entered into with the Company or
                  any predecessor company or any of their
                  parent, subsidiary or affiliated
                  companies.  Following your termination
                  of employment, you shall not use any
                  confidential or proprietary information
                  of the Company, and
            (iii) you will not accept employment with any
                  of Dresser's current and direct
                  competitors without first seeking
                  Dresser Industries' concurrence, as
                  further described in Section III,
                  Paragraph I.
      L.    The payments to be made to you, as set forth in
            this letter, is subject to applicable withholding
            and deductions.  Some or all of the payments and
            transactions described in this letter will create
            tax liability for which you will have
            responsibility.

      SECTION II - RELEASE OF CLAIMS<PAGE>





      A.    While it is our expectation that you do not have
            any claims against the Company, in an effort to be
            certain that any actual or potential claims that
            you have or may have are resolved amicable
            forthwith, we shall extend to you the benefits as
            set forth above in this letter if, and only if, you
            agree to release the Company from any and all
            actual and potential claims as provided in Section
            II and you comply with the terms and conditions of
            this letter including the satisfactory performance
            of your work assignments through your Last Day of
            Work as set forth in Sections I and III.  You are
            encouraged to seek the advice of an attorney prior
            to accepting the provisions of this letter.
      B.    If you agree to the release of claims as set forth
            in Section II and so indicate your agreement by
            signing and returning this letter to the
            undersigned, and if you comply with the terms and
            conditions of this letter, including the
            satisfactory performance of your work assignments
            through your Last Day of Work as set forth in
            Sections I and III, the following will be provided:
            i)    The additional consideration set forth in
                  Section I, asterisk items, C. , D. and F.
                  above, shall be provided. 
            ii)   payment of the 1997 bonus will be paid as
                  soon as practical after calculation at fiscal
                  year end. 
      C.    In consideration of the payments to be made to you
            and other benefits to be provided to you as set
            forth in this letter, you hereby irrevocably and
            unconditionally release the Company, and the
            successors, assigns, employees, officers, and
            directors of the Company (except as to breach of
            the terms of this Agreement), from and against any
            and all claims, liabilities, demands and causes of
            action, known or unknown, suspected or unsuspected,
            that you have or may have by reason of any action,
            statement, representation, omission, transaction or<PAGE>





            event occurring up to and including your Separation
            Date resulting from or in any way connected with
            your employment or termination of employment by the
            Company, including, but not limited to, any claims
            arising under the Age Discrimination In Employment
            Act, the Older Workers Benefit Protection Act,
            Title VII of the Civil Rights Act of 1964, and any
            other federal, state or local statutes, ordinances
            and regulations or common law.
      D.    You shall have forty (40) days from the date of
            this letter to accept the terms and conditions set
            forth in this letter.  If you agree with and accept
            such terms and conditions, please sign and date the
            enclosed copy of this letter and return it to the
            undersigned by said date.  You shall have the right
            to revoke your acceptance within seven days after
            the date you execute this letter.  Your revocation
            shall be in writing and must be received by the
            undersigned within such seven day period in order
            to be effective.  If you do not revoke acceptance
            within such seven day period, your acceptance of
            the terms and conditions of  Sections I, II and III
            shall become effective eight days after you execute
            this letter.
      E.    You understand and agree that you:
            i)    have forty (40) days from the date of this
                  letter to consider its terms.
            ii)   have carefully read and fully understand all
                  of the provisions of this release.
            iii)  are releasing the Company from any and all
                  actual or potential claims you have against
                  the Company relating to or in any way
                  connected with your employment and
                  termination of employment by the Company
                  (except as to breach of the terms of this
                  Agreement), including the claims and
                  potential claims set forth in this Section
                  II, and that the term "Company" includes not
                  only Dresser Industries, Inc. but also <PAGE>





                  a) Dresser Industries Inc.'s parent,
                  subsidiary and affiliated companies; b) all
                  predecessor companies; and c) all parent,
                  subsidiary and affiliated companies of such
                  predecessor companies.
            iv)   understand that this is a legally binding
                  document.
            v)    knowingly and voluntarily intend to be
                  legally bound by this release.
            vi)   will not receive the benefits afforded to you
                  pursuant to Sections II & III, if you do not
                  comply with the terms and conditions of this
                  letter, including the satisfactory
                  performance of your work assignments through
                  your Last Day of Work as set forth in Section
                  I.
            vii)  were advised to consider the terms of the
                  release and to consult with an attorney of
                  your choice prior to executing the release.
            viii) have a full seven (7) days following
                  execution of this release to revoke your
                  acceptance of the release as this release
                  does not become effective unless you sign
                  this letter, have not revoked your acceptance
                  and your right to revoke acceptance has
                  expired.
            ix)   in executing this release, are not relying on
                  any statements or representations, whether
                  written or oral, made by the Company or any
                  employee or officer of the Company except as
                  specifically set forth in this letter.
      F.    You represent that you have not filed any claim,
            charge or complaint against the Company and will
            not file such claim, charge or complaint against
            the Company regarding any matter covered by the
            release set forth above.
      G.    This letter sets forth the entire understanding and
            agreement regarding your termination and supersedes
            all previous and contemporaneous negotiations,<PAGE>





            discussions, agreements and understanding.
      H.    You shall not disclose the benefits afforded to you
            pursuant to this letter in whole or in part to
            anyone except your attorney family and other
            professional advisors and except as may be required
            by law.
      I.    This release is governed by the laws of the State
            of Texas.

      SECTION III - CONSULTING AGREEMENT

      The purpose of this section is to set forth the agreement
      we have reached under which you will render consulting
      services to Dresser Industries, Inc. effective April 1,
      1997.

      A.    The term of this Consulting Agreement is April 1,
            1997 through December 31, 1997, and may be renewed
            for successive yearly or monthly periods by mutual
            written consent.  However, this agreement may be
            terminated at the close of any month by written
            notice, with good cause stated, at least five days 
            prior to the end of the month.  For the purpose of
            Company termination, "good cause" will mean the
            causing of harm to Dresser or competing with
            Dresser during the term of this Consulting
            Agreement without the permission of Dresser.
      B.    During the term of this Consulting Agreement and
            any extension, you will perform minimal services
            not intended to interfere with any other employment
            you may obtain, as directed by me or other
            officials of the Company.  Your services will
            consist of rendering advice and assistance
            regarding Dresser Trading/NIS Operations.  The
            exact topics or subjects of your services, and the
            time to be devoted thereto, will be determined by
            me or such other officials of the Company as I may
            designate, and such instructions will be furnished
            to you in writing.<PAGE>





      C.    For satisfactorily rendering such consulting
            services, you will be paid the additional severance
            and daily rate as set forth in Section I. C.
      D.    You will be reimbursed for reasonable and necessary
            travel and living expenses that you incur in
            rendering requested services hereunder, as defined
            in expense reimbursement policies.  Expenses will
            be reimbursed no less frequently than monthly upon
            presentation of completed expense reports on forms
            normally used by the Company (including all
            required receipts).
      E.    You warrant that entering into this agreement will
            not conflict with any obligations you may have
            arising under any other contract or by operation of
            law.
      F.    You understand and agree that you are not an agent
            or employee of the Company by virtue of this
            agreement and, accordingly, are not eligible for
            regular group or travel insurance or any other
            employee benefits.
      G.    You  also understand and agree that all drawings,
            designs, reports, computations, calculations,
            working papers, computer programs, manuals and
            documents of every kind received or prepared by you
            under the terms of this agreement or as a result of
            the relationship with the Company created by this
            agreement will be and will remain the sole property
            of the Company, and all copies will be delivered to
            the Company upon request.  The Company  will have
            full and unlimited right to use all of the same,
            including use of any preexisting proprietary rights
            owned by you to the extent such proprietary rights
            are incorporated in the same by you, without any
            claim or right thereto on your part for any
            additional compensation.

      H.    You agree to make prompt and full disclosure to the
            Company or its nominee of all inventions,
            discoveries, innovations, work products and<PAGE>





            developments, whether or not patentable or
            copyrightable, made or conceived by you in whole or
            in part during the terms of this agreement and
            which relate to, or arise out of, any developments,
            services or products with which you have been
            concerned under this agreement.  You hereby assign
            and agree to assign to the Company, its successors,
            assigns, or nominees your entire right, title and
            interest in and to said inventions, discoveries,
            innovations, work products and developments.  You
            will, at our request, execute any and all
            instruments and documents which we may deem
            necessary or expedient to assign and convey to us,
            our successors, assigns or nominees, the sole and
            exclusive right, title and interest in and to any
            such inventions, discoveries, innovations, work
            products and developments, together with the
            instruments and documents deemed necessary or
            expedient by us in order to apply for, obtain, and
            maintain Letters Patent and copyrights of the
            United States and foreign countries therefore, in
            full compliance with applicable requirements.  You
            agree to cooperate fully with the Company, its
            successors, assigns, or nominees in the prosecution
            of applications filed to obtain said Letters Patent
            and copyrights and in the maintenance of or in any
            litigation or other legal or administrative
            proceedings involving same.  You agree that your
            obligation to execute any and all such instruments
            and documents and to render such cooperation shall
            continue after the termination of this agreement. 
            It is understood that all expenses of applying for
            and obtaining Letters Patent and copyrights shall
            be borne by the Company.  Further, the Company
            agrees to reimburse you for the time spent and
            reasonable traveling and other out-of-pocket
            expenses which you incur in connection with any
            steps which you take pursuant to the provisions of
            this paragraph, provided such time has been spent<PAGE>





            and such expenses were incurred at the prior
            written request or with the prior written approval
            of the Company.
      I.    You agree that you will not during the term of this
            Agreement serve any interest or do any act or thing
            which conflict with the interests of the Company or
            any of its subsidiaries, the determination by the
            Company of its interest and those of its
            subsidiaries, and any conflict therewith, to be
            final and conclusive. 
      J.    Finally, it is recognized that some of the work you
            will be called upon to perform hereunder, as well
            as information furnished you by us in connection
            therewith, is highly confidential.  Accordingly,
            any and all such information developed or secured
            during the performance of services under this
            agreement shall be considered by you to be
            confidential and the exclusive property of the
            Company and shall not, now or at any time
            hereafter, be published, stated, or used by you for
            any purpose without the Company's prior written
            consent.  If you agree to perform consulting
            services as outlined above, please so indicate by
            signing and returning to me the copy of this letter
            provided for that purpose.

      We trust that the benefits afforded to you in this letter
      will assist in a reasonable transitioning of your
      employment.  We wish you the very best of luck in your
      future endeavors.  If you have any questions concerning
      this letter, please do not hesitate to contact me.

      Sincerely,

      DRESSER INDUSTRIES, INC.


      /S/  DONALD C. VAUGHN<PAGE>



      Donald C. Vaughn, President and COO



      ACCEPTED BY:


      /S/  GEORGE A. HELLAND              17 Feb 1997

      George A. Helland                   Date <PAGE>