<PAGE>
                                                                   Exhibit 10.24


                         EXECUTIVE EMPLOYMENT AGREEMENT

      This Executive Employment Agreement ("Agreement"), dated this 1st 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.") J. Scott Matthews ("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 1, 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 Senior Vice President, Corporate Development 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


                                                                               1
<PAGE>
affiliated subsidiaries and divisions, (each a "Dresser, Inc. Entity", or
collectively, the "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
Dresser, Inc. 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
Dresser, Inc. 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 Dresser, Inc. 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.


ARTICLE 2:  COMPENSATION AND BENEFITS:

      2.1   Employee's base salary during the Term shall be not less than
$200,000.00 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
<PAGE>
      2.2   During the Term, Employee shall participate in an annual incentive
plan, as approved by Dresser, Inc. 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 non-qualified 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.


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
<PAGE>
      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 Dresser, Inc. 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
            Dresser, Inc.

      (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 Dresser, Inc. for the following categories: (1) stock
            or other equity interests which represent a direct investment in
            Dresser, Inc. 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-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


                                                                               4
<PAGE>
            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).

      (ii)  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.

      (iii) 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.

      (iv)  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.


                                                                               5
<PAGE>
      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 Dresser, Inc. for the following categories: (1) stock
            or other equity interests which represent a direct investment in
            Dresser, Inc. 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


                                                                               6
<PAGE>
            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
            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
            effective date 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


                                                                               7
<PAGE>
            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
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 Dresser, Inc. 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 Dresser, Inc. 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


                                                                               8
<PAGE>
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.

      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 Dresser, Inc. 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
Dresser, Inc. 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 Dresser,
Inc. Entity, as the case may be, and shall be treated as "work for hire".


                                                                               9
<PAGE>
      4.2   Employee acknowledges that the businesses of Employer and the
Dresser, Inc. 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 Dresser, Inc. 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 Dresser, Inc. 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 Dresser, Inc. Entities, or make any use thereof, 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 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
Dresser, Inc. 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 Dresser, Inc. Entities shall be
and remain the property of Employer, or the Dresser, Inc. 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


                                                                              10
<PAGE>
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
Dresser, Inc. 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 Dresser, Inc. Entities, or employ any such person in
a business or enterprise which competes with any of the Dresser, Inc. 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 Dresser, Inc. 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 executive officer of Employer he nevertheless
agrees and hereby acknowledges that (i) 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 Dresser, Inc. 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 of the 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 to purchase Employer.


                                                                              11
<PAGE>
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, Inc., 15455 Dallas Parkway, Suite 1100, Addison,
      Texas 75001, 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
Arbitration Association shall govern in all respects with regard to the
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


                                                                              12
<PAGE>
Association; provided, however, that the Employer, on its own behalf and on
behalf of any of the Dresser, Inc. 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 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.


                                                                              13
<PAGE>
                                          DRESSER, INC.




                                          By:___________________________________
                                          Name:  James F. Riegler
                                          Title: Vice President, Human Resources


                                          EMPLOYEE




                                          ______________________________________
                                          Name:  J. Scott Matthews


                                                                              14