EMPLOYMENT AGREEMENT
 Effective Date Employer Employee
  WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 1.
    
    Term.
 Term of
Employment
 2.
    
    Duties and Reporting Relationship.
 (a)
    
    Employee agrees to serve Employer as Senior Vice President and Chief Financial Officer of
Employer and in such other executive capacities commensurate with the position of Chief
Financial Officer as may be requested from time to time by the Chief Executive Officer of
Employer (the CEO). The CEO may not delegate his or her authority under this clause
(a) to other individuals employed by or working with Employer.(b)
    
    Employee shall have all of the powers, authority, duties and responsibilities usually
incident to the position and role of Senior Vice President and Chief Financial Officer and
shall perform such other reasonable duties, consistent with such position. Employee shall
report to, and receive and implement all legal and ethical directions and guidelines from the
CEO.(c)
    
    During the Term of Employment, Employee shall devote himself to work on behalf of Employer
and shall use his reasonable best efforts to advance the business and welfare of Employer. At
all times while Employee is employed by Employer, Employee shall abide by all legal written
Employer policies.
 Confidential Information and Covenant Not to Compete .
 -1-




---



##### 



3.1
    
    Confidential Information.
 (i)
    
    In consideration of the benefits received by Employee under this Agreement
which he otherwise would not have had but for his entry into this Agreement, Employee
hereby agrees that at all times while Employee is employed by Employer, whether during
the Term of Employment or thereafter if Employee becomes an employee at will, and
thereafter, he will not, without the written consent of the CEO, disclose to any
person, enterprise, entity or association or otherwise use or exploit for himself or
others any Confidential Information.(ii)
    
    The term Confidential Information shall mean all proprietary or confidential
information or knowledge of or regarding Employer, whether of a technical,
operational, economic, or other nature, and including any trade secrets (including
customer lists, identities, contacts and pricing information, know-how, formulas,
patterns, inventions, engineering records or data, interpretive or analytical
information or data, drilling logs, operating agreements and related records, records
of research, proposals, manuals, compilations, programs, devices, methods, processes,
techniques, processes, budgets or other financial information, and any other records or
information that derive independent economic value, actual or potential, from not being
generally known to and not being readily ascertained by proper means by persons other
than the holders, licensees, or other authorized holders thereof who can obtain
economic value from its disclosure or use).(iii)
    
    Notwithstanding the foregoing, Employee may utilize Confidential Information
to the extent required by his performance of assigned duties for Employer or which:
 (a)
    
    was known to Employee or the public prior to disclosure to
Employee in the course of his employment by Employer;(b)
    
    becomes generally known to the public through no fault of
Employee;(c)
    
    is lawfully obtained by Employee from another source not under
obligation to Employer regarding disclosure of such information; or(d)
    
    is developed after the termination of his employment and
independently by Employee or others without access to or reliance on any
Confidential Information.
 3.2
    
    Return of Confidential Information.Upon termination of employment with Employer, whether during the Term
of Employment or thereafter if Employee becomes an employee at will,
Employee will deliver to Employer all tangible displays and
repositories of Confidential Information including without limitation
trade secrets and other materials or records or writings of any other
type (including any copies thereof) made, used or obtained by Employee
in connection with his employment by Employer or its predecessor in
interest prior to or subsequent to the execution of this Agreement.
Employer
agrees to provide Employee with reasonable assistance from Employers IT personnel in order
to facilitate return of information residing on Employees personal computer, PDA or other
device. Employee agrees that all inventions, improvements in any of
the Employers methods of
 -2-




---



##### 



conducting its businesses or innovations (in each case, including, by way of expansion
and not limitation, policies, procedures, products, improvements, software, ideas and
discoveries, whether or not patentable or copyrightable) conceived or made by him during any
time of his employment by Employer prior to or subsequent to the execution of this Agreement
belong to the Employer and to the extent Employee participated in the creation of any of the
foregoing he did so on a work for hire basis. Upon termination of his Employment with
Employer, Employee shall promptly disclose such inventions, improvements or innovations to
the CEO or his/her designee and perform all actions reasonably requested by the CEO or
his/her designee to establish and confirm such ownership by Employer and to protect the
intellectual property of Employer contained therein or represented thereby.
 3.3
    
    Covenant Not to Compete.Employee hereby agrees that:
 (i)
    
    Employer agrees to furnish and Employee acknowledges that in his capacity as an
Employee, he will receive and/or have access to valuable and confidential information
as defined in Section 3.1 (ii) as required to perform his duties for Employer. In
consideration for the valuable and confidential information, during the Term of
Employment and until the later of (a) the first (1st) anniversary of the
date of termination of Employees employment whether by Employees resignation or by
Employers termination of the relationship, and (b) such time as Employee is no longer
receiving any payments from Employer pursuant to this Agreement (and as a condition to
Employee receiving any such payments) (collectively, the Non-Compete Period),
Employee shall not within Texas, Wyoming, Canada, Mexico or the Parishes of Louisiana
listed in the attached Schedule, (i) perform any duties similar in nature to the duties
performed by Employee for the Employer for any competitor of the Business, as defined
below, of Employer, whether as an employee, officer, principal, member, advisor, agent,
partner, director, owner, or consultant of such competitor. For purposes of this
Agreement, competitor is defined as a company where more than twenty-five percent
(25%) of the companys revenues are derived from a business line that directly competes
with a business line of the Company, and the Companys business line generates more
than fifteen percent (15%) of annual revenues. It is the intention of Employer and
Employee that insofar as the Agreement affects the Parishes of Louisiana listed in the
attached Schedule, that it be enforceable under La R.S. 23:921; and the parties agree
that within the Parishes listed on the attached Schedule, the Agreement should be
interpreted to fully comply with La. R.S. 23:921.(ii)
    
    With respect to the preceding paragraph, Employee shall not be deemed to be an
owner of a competitor of the Business of Employer where Employees ownership interest
is less than five percent (5%) of the outstanding stock or membership units.(iii)
    
    During the Term of Employment and during the Non-Compete Period, and as a
condition to Employee receiving any payments from Employer pursuant to this Agreement
to
which Employee otherwise would not have been entitled after Employee is no longer
employed by Employer, Employee shall not:
 (a)
    
    solicit or employ any person for employment by Employee or
Employees employer if such person is (i) employed by Employer at that time, or
(ii) who has
 -3-




---



##### 



left the employment, other than through termination, of Employer
for sixty (60) days or less, for any employment position or investment
opportunity where such position or opportunity would either interfere with or
compete against the Business;(b)
    
    otherwise induce any person to discontinue his or her
employment with Employer;(c)
    
    request any present or future customer or supplier of Employer
to curtail or cancel its business with Employer; or(d)
    
    unless otherwise required by law, disclose to any person, firm
or corporation any details of organization or business affairs of Employer, any
names of past or present customers of Employer or any other non-public
information concerning Employer.
 (iv)
    
    Employee understands that the provisions of Sections 3.1, 3.2 and 3.3 may limit
his ability to earn a livelihood in a business similar to the business of Employer, but
as an executive officer of Employer, he nevertheless agrees and hereby acknowledges
that:
 (a)
    
    such provisions do not impose a greater restraint than is
necessary to protect the goodwill or other business interests of Employer;(b)
    
    such provisions contain reasonable limitations as to time and
scope of activity to be restrained; and(c)
    
    the consideration provided hereunder, including without
limitation of any amounts or benefits contemplated to be provided to Employee
hereunder following Employees termination of employment other than for Cause
or by Employees resignation, is sufficient to compensate Employee for the
restrictions contained in Sections 3.1, 3.2, or 3.3 hereof.
 (v)
    
    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 Sections 3.1, 3.2, or 3.3 hereof are otherwise
void, voidable, or unenforceable or should be voided or held unenforceable.(vi)
    
    The unenforceability of any specific covenant shall not affect the provisions
of any other covenant. If it is judicially determined that any provision of this
Section 3.3 or any part thereof is unenforceable under applicable law(s) (statute,
common law, or otherwise), then the unenforceable portion shall be deemed to be
modified to the extent necessary to render it enforceable, while leaving the remaining
portions intact. Employee and Employer further agree that in the event the said
non-competition covenant should be
held by any court or other constituted legal authority to be effective in any
particular area or jurisdiction only if said covenant is modified to limit its
duration or scope, then the parties shall thereupon consider such non-competition
covenant to be amended and modified with respect to that particular area or
jurisdiction so as to comply with the order of any such court or other constituted
legal authority, and, as to all other jurisdictions or
 -4-




---



##### 



political subdivisions
thereof, the said non-competition covenant shall remain in full force and effect as
originally written.By agreeing to this contractual modification prospectively at this time, the parties
intend to make Section 3.3 enforceable under the law(s) of all applicable states so
that the entire agreement not to compete or to solicit and any other provisions of
this Agreement as prospectively modified shall remain in full force and effect and
shall not be rendered void or illegal. Thus, if for any reason, the Agreement should
be found to be unenforceable in one jurisdiction, the separate and severable
covenants of Section 3.3 covering the other jurisdictions will remain in full force
and effect.(vii)
    
    For the purposes of this Section 3, the business of Employer is described as
follows: Employer engages in the design, manufacture, remanufacture, sale and
distribution of oilfield products and services to customers in the business of drilling
and completion of new oil and gas wells and the work-over of existing wells through
strategically located facilities in North America and world-wide (the
Business).
 3.4
    
    Executive Nature of Employment.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 Section 3 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.3.5
    
    Consideration.Each of the covenants of this Section 3 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.3.6
    
    Application to SubsidiariesFor purposes of this Section 3 and of Section 2 hereof, the term
Employer shall include Employer and any and all of Employers
subsidiaries or ventures, or any affiliates of Employer (as such term
is defined under the Securities Act of 1933), whether currently
existing or hereafter formed; provided, however,that in no event will
this Section 3.6 permit re-assignment of Employee to a similar
position at Employers subsidiaries or ventures or affiliates in
replacement of Employees position at Employer.3.7
    
    Assignment of Intellectual Property Rights.Employee agrees that all ideas, concepts, processes, discoveries,
devices, machines, tools, materials, designs, improvements,
inventions, computer software and other things of value
 -5-




---



##### 



(hereinafter
collectively referred to as intangible rights), whether patentable
or not, which are conceived, made, invented or suggested either by him
alone or in collaboration with others while employed by Employer
(whether prior to the entry into this Agreement or otherwise) and
relating to the Business and whether or not during regular working
hours, shall be promptly disclosed in writing to Employer and shall be
the sole and exclusive property of Employer. Employee hereby assigns
all of his right, title and interest in and to all such intangible
rights and to any trade secrets developed by Employee from and after
the original hire date to Employer and its successors or assigns.
Employee further agrees to execute, from time to time upon the request
of Employer, such documentation as may be required by Employer to
confirm Employees intent to so assign and transfer such rights and
property, including such rights and property which may not presently
exist but which may exist at a later date.In the event that any of said intangible rights shall be deemed by
Employer to be patentable or otherwise registerable under any Federal,
state or foreign law, Employee further agrees that at the expense of
Employer, he will execute all documents and do all things necessary,
advisable or proper to obtain patents therefor or registration
thereof, and to vest in Employer full title thereto.4.
    
    Base Salary and Benefits.
 4.1.
    
    Base Salary.During the Term of Employment, Employer
shall pay Employee a base salary at the
rate of Three Hundred Thousand Dollars
($300,000) per annum payable in equal
installments at least as frequently as
semi-monthly and subject to payroll
deductions as may be necessary or
customary in respect of Employers
salaried employees in general. Such salary
shall be subject to adjustment under the
Employers periodic compensation review
procedure which shall take into account
such factors as job responsibilities,
performance and cost of living
considerations. In no event shall such
salary be adjusted to less than initial
amount set forth above.4.2.
    
    Vacations.During the Term of Employment, Employee
shall be entitled to vacation of the
greater of four (4) weeks per year or the
amount of time provided under the vacation
policy applicable to employees of Employer
generally, as amended from time to time.4.3
    
    Annual Bonus.For each fiscal year of the Employer
during the Term of Employment, Employee
will be eligible for an annual bonus to be
awarded, if at all, based on the
achievement of annual incentive
performance targets established annually
by the Board or a committee thereof within
ninety (90) days of the beginning of each
fiscal year, unless the Compensation
Committee of the Board (the Compensation Committee) has determined that a
delay in payment of bonuses generally is appropriate and reasonable. To be entitled
to receive a bonus, the Employee must be employed by the Company at the time the
annual bonus is paid. The annual bonus payable to Employee for each fiscal year
during the Term of Employment shall be determined by the Compensation Committee and
shall be consistent with the general terms established for other executive officers
of the Company reflecting appropriate threshold, target and maximum payouts as
determined by the Compensation
 -6-




---



##### 



Committee. The Compensation Committee will determine
whether the performance goals have been met for a fiscal year and the amount of any
annual bonus for such fiscal year.
 4.4
    
    Long Term Incentive Awards.Employee shall be eligible for a long-term incentive award in accordance with the
terms and conditions of the Employers 2002 Stock Incentive Plan. Employees
long-term incentive award shall be based on such incentive performance target(s) as
may be established from time to time by the Board or a committee thereof, in its
sole discretion. The maximum long-term incentive award payable, if any, to Employee
during the Term of Employment shall be (100%), of his target award, if the
performance goals for such award are met in full or exceeded. The long term
incentive award payable, if any, to Employee, shall be paid in any combination of
stock options, restricted stock or other equity-based awards as the Compensation
Committee may determine. The value of stock options, restricted stock or other
equity-based awards shall be determined by the Board or a committee thereof.4.5
    
    Medical Insurance and Other BenefitsDuring the Term of Employment, Employer shall provide Employee with such eligibility
to participate in benefit programs, including medical, hospital, and life insurance,
as is provided, and at the same cost as generally provided to other employees of
Employer. Employee also shall be entitled to participate in all other benefit
programs which are maintained by Employer and available to its executive officers
generally and under the same terms as available to Employers executive officers
generally. Employee acknowledges that he shall have no vested rights under or in
respect of his participation in any such program except as expressly provided under
the terms thereof. Employee will be entitled to participate in Employers 401(k)
Savings and Retirement Plan, applicable to employees or executives of Employer
generally.
 5.
    
    Expenses.In accordance with its policy, as in effect from time to time,
Employer will pay or reimburse Employee for such reasonable travel,
entertainment, use of a cellular phone, or other expenses as he may
reasonably incur during the Term of Employment in the performance of
his duties hereunder, but only to the extent that Employee shall
furnish Employer with such evidence that such expenses were incurred
as Employer may from time to time reasonably require or request in
accordance with its policies.6.
    
    Death or Total Disability of Employee.If Employee dies or becomes totally disabled during the Term of
Employment, the Term of Employment shall automatically terminate and
Employers obligation to compensate Employee under this Agreement
shall in all respects cease, except that Employer shall pay Employee,
within thirty (30) days of such death or termination of employment due
to disability (or sooner if required by law), an amount equal to any
Base Salary earned but unpaid (Accrued
 -7-




---



##### 



Compensation) as of the time
of such death or disability and Employee shall be entitled to such
other benefits provided for under Section 4 subject to the terms of
such Employer plans or programs (Accrued Benefits).For purposes of this Section, Employee shall reasonably be deemed
totally disabled as of the time the CEO or his/her designee shall
find, on the basis of medical evidence satisfactory to the CEO or
his/her designee, that, as a result of a mental or physical condition,
Employee is unable to perform his normal duties of employment
hereunder or is prevented from engaging in the same level of
performance as he engaged in prior to the onset of such condition,
giving effect to any reasonable accommodations which can be made by
Employer, and that such disability is likely to continue for a
substantial period of time.7.
    
    Termination for Cause.Employees employment may be terminated by Employer for Cause, as
described below. Upon such termination, Employers obligation to
compensate Employee shall in all respects cease, except that Employer
shall pay Employee, within thirty (30) days of such termination (or
sooner if required by law), any Accrued Compensation as of the time of
such termination and Employee shall be entitled to any Accrued
Benefits as of the time of such termination when and if provided to be
paid by the applicable program or plan. The term Cause includes, but
is not limited to, any one or more of the following occurrences:
 (a)
    
    Employees material breach of any of the covenants contained in Section 3.1 and
3.2 of this Agreement;(b)
    
    Employees conviction of, or any plea of nolo contendereto, a felony
punishable by imprisonment;(c)
    
    Employees commission of an act of fraud with respect to the business and
affairs of Employer, its subsidiaries or affiliates, or their customers, whether prior
or subsequent to the date hereof upon Employer or any of its subsidiaries, ventures or
affiliates;(d)
    
    Employees willful failure or refusal to perform his duties as required by this
Agreement; provided that, the termination of Employees employment pursuant to this
subparagraph (d) shall not constitute valid termination for Cause unless Employee shall
first have received written notice from the Board stating with specificity the nature
of such failure or refusal in the performance of duties;(e)
    
    Gross negligence, theft of Employers, subsidiarys or affiliates property, or
the theft of any property of any customers or suppliers, material violation by Employee
of any duty of loyalty to Employer, or any other material misconduct on the part of
Employee; or(f)
    
    Material violation of any written employee policy promulgated by Employer or
its subsidiary or affiliate and applicable to Employee, as in effect at that time,
including, without limitation, the receipt of any kick-back or side payment from any
customer, supplier or vendor.
 Notwithstanding the foregoing, and except as provided below, termination of Employees
employment by Employee for any reason, shall be treated the same as a termination for Cause
 -8-




---



##### 



and shall be effective as of the effective date of such resignation, but acceptance of such
resignation by Employer shall not be deemed a waiver of any right of Employer under this
Agreement. If Employee (i) through the action of Employer, (a) ceases to hold the title of
Senior Vice President and Chief Financial Officer reporting directly to the CEO or (b) is
transferred to any place other than within the Houston, Texas metropolitan area (unless such
cessation or transfer is the result of events which would otherwise entitle Employer to
terminate Employee for cause under this Section 7), such circumstances shall be deemed a
termination other than for Cause; provided, however,that Employee within ninety (90) days
of the occurrence of such event must notify the Employer of such occurrence, and if within
thirty (30) days following receipt of such notice the Employer has failed to remedy the
condition, Employee must resign and his resignation shall be deemed a termination other than
for Cause and have the effect set forth in Section 8 below.
 8.
    
    Other Termination by Employer.
 (a)
    
    Employer may terminate Employees employment at any time for any reason or for
no reason at all, and Employers obligation to compensate Employee under this Agreement
shall in all respects cease upon such termination, except that, and provided that
Employee shall not have been terminated for Cause, as described in Section 7 above:
 (i)
    
    Employer shall pay Employee, within thirty (30) days of such
termination (or sooner if required by law), any Accrued Compensation and any
expenses reimbursable pursuant to Section 5 as of the time of such termination;(ii)
    
    Employee shall be entitled to any Accrued Benefits as of the
time of such termination when and if provided to be paid by the applicable
program or plan. In addition, subject to Employees timely execution (and
non-revocation) of the form of Release Agreement described in Section 10(a),
Employee shall be entitled to reimbursement of the payment of premiums required
to continue Employees group health care coverage pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1986 (COBRA) until the earlier
of (a) the date his COBRA continuation coverage ceases or (b) for twelve (12)
months after the date of his termination of employment;(iii)
    
    Subject to Employees timely execution (and non-revocation) of
the form of Release Agreement described in Section 10(a) within sixty (60) days
of the date of Employees termination, Employer shall pay to Employee within
seventy-five
(75) days of Employees termination (i) a severance benefit consisting of a
single lump sum cash payment equal to the larger of (a) his annual base
salary or (b) the base salary he would have been paid over the remaining
Term of Employment and (ii) (a) the higher of one times the sum of the
Employees target annual incentive bonus for the calendar year in which the
termination of employment occurs or (b) the actual incentive bonus received
by the Employee for the calendar year that preceded the year in which the
termination of employment occurs. The payment to Employee of the severance
benefit shall be conditioned upon the effectiveness of the Release Agreement
which shall be substantially in the form of the attached hereto as Exhibit
B;
 -9-




---



##### 



(iv)
    
    The unvested portion of all stock options or restricted stock
of Employer held by Employee shall immediately vest and become exercisable, or
payable, as the case may be, except that any shares of restricted stock, the
vesting of which are subject to the achievement of performance criteria, shall
vest only to the extent such award becomes earned based on the achievement of
the applicable performance criteria, with vesting on the date the achievement
of the criteria is determined by the Board, but not later than March
15th following the end of the applicable year; and(v)
    
    Employees contingent performance bonus under the Employers
annual cash bonus plan for the fiscal year in which Employees date of
termination occurs shall be determined at the end of the fiscal year in
accordance with the terms of the bonus plan and performance criteria for such
contingent bonus award, and to the extent such bonus is earned bonus on the
achievement of the performance criteria, the amount (days in the year lapsed as
of Employees termination over 365) of such earned bonus shall be paid to
Employee in a lump sum on the normal payment date for such annual bonuses under
the plan, but not later than the March 15th following the end of the
fiscal year of termination of employment.
 (b)
    
    Except as may be required by state or federal law, Employee shall not be
entitled to any other compensation or benefits whatsoever if Employees employment is
terminated pursuant to this Section 8.(c)
    
    Notwithstanding the foregoing, it is agreed that Employers obligation to make
the payments contemplated in this Section 8(a)(ii) and 8(a)(iii) is subject to
Employees compliance with the provisions of Section 3 of this Agreement, subject to
the requirements to the contrary of any state or federal law.(d)
    
    Employee shall not have a termination of employment for purposes of this
Agreement unless such termination constitutes a separation from service for purposes
of Section 409A of the Code and the applicable Treasury Regulations thereunder.(e)
    
    This Agreement is not intended to provide payments or benefits that would
constitute a deferral of compensation within the meaning of Section 409A of the Code
and related regulations and Treasury pronouncements (Section 409A), and the Agreement
shall be interpreted accordingly.
 9.
    
    Change of Control
 (a)
    
    A Change of Control (Change of Control) shall mean the closing of a
transaction or series of transactions in which either:
 (i)
    
    More than fifty percent (50%) of the voting power of the Company or,(ii)
    
    All or substantially all of the assets of the Company are
transferred to a party that was not a significant stockholder, member, or
partner in the Company or any of
 -10-




---



##### 



its subsidiaries, ventures or affiliates prior
to such transaction or series of transactions.
 (b)
    
    Subject to Section 9(a), if at any time within twelve (12) months following a
Change of Control, the Employee incurs a termination of employment by the Employer
without cause, or resigns his employment for Good Reason, then subject to Employees
timely execution (and non-revocation) of the form of Release Agreement described in
Section 10(a) within sixty (60) days of the date of Employees termination, the
Employer shall pay to Employee within seventy-five (75) days of Employees termination:
 (i)
    
    Two times the sum of the Employees base salary as of the
termination of employment; plus(ii)
    
    The higher of one times the sum of the Employees target annual
incentive bonus for the calendar year in which the Change of Control occurs; or
the actual incentive bonus received by the Employee for the calendar year that
preceded the year in which the Change of Control occurs.
 (c)
    
    In addition, subject to Section 9(a), all outstanding stock options and other
equity-based compensation awards held by the Employee at the time of his termination of
employment shall automatically vest in full; provided, however,that restricted stock
awards granted to Employee which are subject to meeting performance goals shall only
vest upon determination that such goals were met as of the date of termination of
employment.(d)
    
    In addition, Employer shall pay Employee, within thirty (30) days of such
termination of employment (or sooner if required by law), any Accrued Compensation and
any expenses reimbursable pursuant to Section 5 as of the time of such termination.(e)
    
    Employee shall be entitled to any Accrued Benefits as of the time of such
termination when and if provided to be paid by the applicable program or plan. In
addition, subject to Employees timely execution (and non-revocation) of the form of
Release Agreement described in Section 10(a), Employee shall be entitled to
reimbursement of the payment of premiums required to continue Employees group health
coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act 1986
(COBRA) until the earlier of (a) the date his COBRA continuation coverage
ceases or (b) for twelve (12) months after the date of his termination of employment.(f)
    
    This Agreement is not intended to provide benefits that would constitute a
deferral of compensation within the meaning of Section 409A of the Code.(g)
    
    For purposes of clarification, if Employee is entitled to a payment pursuant to
this Section 9, Employee shall not be eligible for a payment pursuant to Section
8(a)(iii) above.(h)
    
    Good Reason as used herein shall exist if Employee experiences any of the
following during the Term of Employment:
 (iii)
    
    Any material diminution in job title, responsibility,
authority, or duties;(iv)
    
    Any diminution in base compensation;
 -11-




---



##### 



(v)
    
    Material change in the geographic location at which Employee
must perform his services; or(vi)
    
    Failure of any successor in a Change of Control to assume this
Agreement;
 provided, however,that the events described in Sections 9(h)(iii)-(vi) above must
be involuntary and Employee within ninety (90) days of the occurrence of such event
must notify the Employer of such occurrence, and if within thirty (30) days
following receipt of such notice the Employer has failed to remedy the condition,
Employee must then resign and his resignation shall be deemed a termination for Good
Reason.
 10.
    
    Release and Satisfaction.
 (a)
    
    Form Release Agreement attached hereto as Exhibit B.(b)
    
    Any termination of Employees employment and any expiration of the Term of
Employment under this Agreement shall not affect the continuing operation and effect of
Section 3 or this Section 10, both of which shall survive and continue in full force and
effect with respect to each of the parties and their respective heirs, executors,
personal representatives, successors or permitted assigns. Nothing in Section 10 shall
be deemed to operate or shall operate as a release, settlement or discharge of any
liability of Employee to Employer or others from any act or omission by Employee
enumerated in Section 7 hereof as a possible basis for termination of Employees
employment for Cause.(c)
    
    Payment to Employee of the severance benefit and payment set forth in Section 8
or 9 shall be subject to the condition that Employee delivered to Employer an executed
copy of a no longer revocable general release of all claims in a form set forth in
Exhibit B attached hereto within the sixty (60) day period immediately following the
Employees termination of employment (the Release Period). Payment pursuant
to Section 8 or 9 shall be made in a single lump sum within seventy-five (75) days as
of the effective date of Employees termination of employment.
 11.
    
    Miscellaneous.
 11.1
    
    Severability.If any of the provisions of this Agreement shall
otherwise contravene or be invalid under the laws of any
state or other jurisdiction where it is applicable but
for such contravention or invalidity, such contravention
or invalidity shall not invalidate all of the provisions
of this Agreement, but rather this Agreement shall be
reformed and construed, insofar as the laws of that state
or jurisdiction are concerned, as not containing the
provision or provisions, but only to the extent that they
are contravening or are invalid under the laws of that
state or jurisdiction, and the rights and obligations
created hereby shall be reformed and construed and
enforced accordingly.
 -12-




---



##### 



11.2
    
    Modification and Waiver of Breach.No waiver or modification of this Agreement shall be
binding unless it is in writing signed by the parties
hereto. No waiver of a breach hereof shall be deemed to
constitute a waiver of a future breach, whether of a
similar or dissimilar nature.11.3
    
    AssignmentThe rights and obligations of Employer under this
Agreement may, without the consent of Employee, be
assigned by Employer, in its sole discretion, to any
subsidiary, venture or affiliate of Employer.11.4
    
    Notices.Except as otherwise required by law, any notice,
consent, request, instruction, approval and other
communication provided for herein (other than routine
correspondence in the ordinary course of business) shall
be in writing and shall be deemed validly given, made or
served:
 (a)
    
    on the date on which it is delivered personally with receipt
acknowledged;(b)
    
    five (5) business days after it shall have been sent by
registered or certified mail (receipt requested and postage prepaid); or(c)
    
    one (1) business day after it is sent by overnight courier
(charges prepaid; confirmation of receipt documented); or(d)
    
    on the same business day when sent before 5:00 p.m.,
recipients time, and on the next business day when sent after 5:00 p.m.,
recipients time, by telephone facsimile transmission, provided that the sender
receives electronic confirmation that the document has been received by the
recipients facsimile transmission equipment.
 Notices to Employer shall be addressed as follows or to Employers current address
at the time notice is given:
 T-3 Energy Services, Inc.
7135 Ardmore
Houston, Texas 77054
Attention: General Counsel
Phone:713-996-4136
Fax:713-996-4123
 Notices to Employee shall be addressed as follows:
 To the current residential address or fax number of Employee, as indicated
in the Human Resources Department files kept by Employer or its designee.
 -13-




---



##### 



Either party shall also be entitled to from time to time provide any other address
for notices to be received under this Agreement.
 11.5
    
    Counterparts.This Agreement may be executed in several counterparts and all such executed
counterparts shall constitute a single agreement, binding on all parties and their
successors and permitted assigns, notwithstanding that not all parties may be
signatories to the original or to the same counterpart. Each counterpart signature
page so executed may be attached to another counterpart of this Agreement and such
counterparts, when so attached, shall constitute a single agreement. Delivery of an
executed counterpart of a signature page of this Agreement by telephonic facsimile
transmission shall be as effective as delivery of a manually executed original
counterpart of this Agreement.11.6
    
    Construction of Agreement.This Agreement shall be construed in accordance with, and governed by, the laws of
the State of Texas without regard to any principles of conflicts of law which would
require the application of the laws of another jurisdiction.11.7
    
    Merger; Complete Agreement.This Agreement and any other documents executed contemporaneously
herewith, contain the entire agreement between the parties with
respect to the transactions contemplated in this Agreement and
supersedes all previous oral and written and all contemporaneous oral
negotiations or commitments and other understandings.11.8
    
    Non-Transferability of Employees Interest.None of the rights of Employee to receive any form of compensation payable pursuant
to this Agreement shall be assignable or otherwise transferable except through a
testamentary disposition or by the laws of descent and distribution upon the death
of
Employee. Any other attempted assignment, transfer, conveyance, or other disposition
of any interest in the rights of Employee to receive any form of compensation to be
made by Employer pursuant to this Agreement shall be void.11.9
    
    Legal Fees.If any legal action, arbitration or other proceeding is brought for
the enforcement of this Agreement, or because of any alleged dispute,
breach, default or misrepresentation in connection with this
Agreement, the successful or prevailing party shall be entitled to
recover such reasonable attorneys fees and other costs it incurred
in that action or proceeding, in addition to any other relief to
which it may be entitled.11.10
    
    Submission to Jurisdiction.Each party irrevocably consents that any legal action or proceeding against it or
any of its property with respect to this Agreement or any other agreement executed
in connection herewith must be brought in any State or Federal court in Harris
County, Texas and by the execution and delivery of this Agreement each party
irrevocably submits, with regard
 -14-




---



##### 



to any such action or proceeding for itself and in
respect of its property, generally and unconditionally, to the exclusive
jurisdiction of the aforesaid courts.11.11
    
    Arbitration.Any controversy, dispute, or claim arising out of, in connection with, or in
relation to, the interpretation, performance or breach of this Agreement, including,
without limitation, the validity, scope, and enforceability of this section, shall
at the election of Employer or Employee be solely and finally settled by binding
arbitration conducted in Houston, Texas, by and in accordance with the existing
rules for commercial arbitration of the American Arbitration Association
(AAA), or any successor organization. Judgment upon any award rendered by
the arbitrator shall be entered by the State or Federal Court having jurisdiction
thereof. Any of the parties may demand arbitration by written notice to the other
and to the AAA (Demand for Arbitration). Any Demand for Arbitration
pursuant to this section shall be made within 180 days from the date that the
dispute upon which the demand is based arose. The parties intend that this agreement
to arbitrate be valid, enforceable and irrevocable. The award shall be final and
binding on the Parties. The arbitrator shall be empowered to award all or a portion
of the costs of the arbitration to either Party, to the same extent that a judge or
jury, as applicable, would have such power and consistent with section 11.9 above.
This section shall not prevent any party from commencing an action in any state or
federal court of competent jurisdiction in Houston, Texas for the purposes of (a)
enforcing the obligation of a party to submit to arbitration; (b) enforcing an award
granted by an arbitrator in accordance with this section; and (c) seeking injunctive
relief. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT, BY SIGNING THIS AGREEMENT, THEY ARE
WAIVING ANY RIGHT THAT THEY MAY HAVE TO A JURY TRIAL OR EXCEPT AS EXPRESSLY PROVIDED
HEREIN, A COURT TRIAL OF ANY CLAIM THAT MAY RELATE TO THIS AGREEMENT.11.12
    
    Tax Withholding.The Employer shall be entitled to withhold from any compensatory payments that it
makes to Employee under this Agreement or otherwise, all taxes required by
applicable law to be withheld therefrom by the Employer.
 -15-




---



##### 



Signature Page Follows
  EMPLOYEE/s/ James M. MitchellSignatureJames M. Mitchell EMPLOYER
  -16-




---



##### 



/s/ Steven W. KrablinSignature   -17-




---



##### 



SCHEDULE 1.
PARISHES IN LOUISIANA WHERE EMPLOYER
CONDUCTS ITS BUSINESS




---



##### 



SCHEDULE 1.
PARISHES IN LOUISIANA WHERE EMPLOYER
CONDUCTS ITS BUSINESS




---



##### 



Exhibit B
 RELEASE AGREEMENT
 Agreement Employment Agreement Employee Company
 " Company Parties " Released Claims
 THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR
SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES




---



##### 



21 / 45 Consideration Period
    st
 Release Revocation Period ab initio
 
 James M. Mitchell