EXHIBIT 10.8

                  TRIAD COMPRESSOR, INC./HOUSTON WOOD AGREEMENT


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                              TRIAD COMPRESSOR INC.
                                 COBLE BUILDING

                                  620 S. TAYLOR
                              AMARILLO, TEXAS 79101

                                January 25, 1999


Mr. Houston Wood
Thorton Hall
University of Virginia
Charlottesville, Virginia 22903

Re:      Restricted Stock and Stock Options

Dear Mr. Wood:

         In  consideration  for your  services as a director of Triad  Holdings,
Inc.  (the  "Company"),  the Company is pleased to issue to you 25,000 shares of
its  Common  Stock  (the  "Restricted  Stock")  and  grant to you  options  (the
"Options")  to purchase  50,000  shares of the Common  Stock of the Company (the
"Common Stock") upon the terms set forth in this letter.

A.       RESTRICTED STOCK.

          1. ISSUANCE OF RESTRICTED STOCK. The Company hereby agrees to issue to
     you 25,000 shares of Restricted Stock.

          2. INVESTMENT  REPRESENTATIONS.  You acknowledge that your acquisition
     of the shares of  Restricted  Stock  hereunder is subject to the  following
     investment representations:

              (i) The  offering  and sale of the shares of  Restricted  Stock is
intended to be exempt from  registration  under the  Securities  Act of 1933, as
amended (the "1933 Act") by virtue of the  provisions of either  Section 4(2) of
the 1933 Act or Rule 506 of Regulation D ("Regulation D") promulgated  under the
1933 Act of the Securities and Exchange Commission (the "SEC");

              (ii)The  issuance  of the  shares  of  Restricted  Stock  will  be
reported by the Company to the SEC to the extent  required by  Regulation  D and
will be


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reported by the Company to various state securities or blue sky commissioners to
the extent required by applicable state law;

              (iii)  The  shares  of  Restricted  Stock  to be  acquired  by you
pursuant to this  Agreement  are being  acquired for your own account,  not as a
nominee or agent for any other person and without a view to the  distribution of
such shares of Restricted Stock in violation of the 1933 Act;

              (iv) You understand  that the shares of Restricted  Stock have not
been registered  under the 1933 Act and that the shares of Restricted Stock must
be held  indefinitely  and cannot be resold  unless (i) the shares of Restricted
Stock  are  subsequently  registered  under  the 1933 Act or (ii)  such  sale is
permitted pursuant to an available exemption from the registration  requirements
under the 1933 Act, as evidenced by a legal opinion  reasonably  satisfactory to
the Company;

              (v) You  understand  that the Company does not  currently  plan to
register  under the 1933 Act the shares of  Restricted  Stock and that there are
substantial  restrictions  on the  transferability  of the shares of  Restricted
Stock;

              (vi) You  understand  that no federal or state agency has made any
finding  or  determination  as to the  fairness  of an  investment  in,  nor any
recommendation or endorsement of, the shares of Restricted Stock;

B. STOCK OPTIONS.  The Options  evidenced by this letter are granted  subject to
the following terms and conditions:

         1.   DATE OF GRANT. The "Date of Grant" for purposes of this letter is
the date set forth above.

         2.   TERM OF OPTIONS.  Except as otherwise provided in this letter, you
may  exercise all or part of the Options  granted  under this letter at any time
and from time to time  during  the  period  commencing  on the Date of Grant and
ending on the second anniversary of the Date of Grant.

         3.   EXERCISE PRICE. The exercise price of the Options is $5.00 per
share of common stock.

         4. MANNER OF EXERCISE.  Shares of common stock  purchased upon exercise
of an Option  shall at the time of purchase be paid for in full.  Options may be
exercised  from time to time by written  notice to the Company  stating the full
number of shares  with  respect to which the Option is being  exercised  and the
time of delivery thereof,  which shall be at least fifteen days after the giving
of such notice  unless an earlier  date shall have been  mutually  agreed  upon,
accompanied  by full payment for the shares by certified or official  bank check
or the equivalent  thereof  acceptable to the Company.  At the time of delivery,
the Company  shall,  without stock transfer or issue tax to you (or other person
entitled to exercise  the Option),  deliver to you (or to such other  person) at
the principal

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office of the Company,  or such other place as shall be mutually  agreed upon, a
certificate or certificates for such shares, provided, however, that the time of
delivery  may be postponed by the Company for such period as may be required for
it with reasonable  diligence to comply with any requirements of law,  including
making  provision for the deduction and  withholding  of amounts  required to be
deducted and withheld under applicable local, state, and federal income tax laws
(which  provision  may require  additional  payment by you). If the common stock
issuable upon exercise is not  registered  under the Securities Act of 1933 (the
"Act"),  then the Company at the time of exercise  will require in addition that
the registered owner deliver an investment  representation in form acceptable to
the  Company,  and the Company will place a legend on the  certificate  for such
common stock restricting the transfer of same. At no time shall the Company have
any  obligation or duty to register under the Act the common stock issuable upon
exercise  of the  Options  or  securities  into  which the  Common  Stock may be
convened.

         5. NON-ASSIGNABILITY OF OPTION RIGHTS. No Option shall be assignable or
transferable  otherwise than by will or by the laws of descent and distribution.
During your lifetime, the Option is exercisable only by you.

         6.   TERMINATION AS DIRECTOR.

              (a) Prior to the first anniversary of the Date of Grant, if you no
longer  serve as a director of the Company for any  reasons,  the Options  shall
expire upon your resignation or removal as a director of the Company.

              (b) On or after the first anniversary of the Date of Grant:

                  (i) In the event that you die while  serving as a director  of
Company or if you no longer  serve as a director  of the  Company as a result of
your  disability,  you,  your  estate  or  beneficiary  shall  have the right to
exercise  the  Options at any time  within six months  from the date of death of
your death or resignation or removal due to disability,  as the case may be. For
purposes  of this  letter,  you  shall be  considered  disabled  if the board of
directors  of the  Company  determines  in its sole  discretion  that you are no
longer able to  adequately  fulfill your  responsibilities  as a director of the
Company.

                  (ii) In the event that you resign as a director of the Company
for reasons other than your  disability  or your  requested  resignation  by the
board of  directors  of the  Company,  you shall have the right to exercise  the
Options at any time within three months after your resignation.

                  (iii) In the event that the board of directors  requests  your
resignation  or you are removed as a director by action of the  shareholders  of
the Company,  the Options shall terminate  immediately upon such removal and may
not thereafter be exercised.

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         7.  ADJUSTMENT  OF  OPTIONS ON  RECAPITALIZATION.  The number of shares
covered by each  outstanding  Option and the  exercise  price per share for each
such Option  shall be  proportionately  adjusted for any increase or decrease in
the number of issued  shares of common stock of the Company  resulting  from the
subdivision or  consolidation of shares or the payment of a stock dividend after
the Date of Grant of the  Options,  or other  increase in such  shares  effected
without receipt of consideration  by the Company,  provided,  however,  that any
Options to purchase  fractional  shares resulting from any such adjustment shall
be eliminated.

         8. EXPIRATION OF OPTIONS UPON  REORGANIZATION.  If the Company shall at
any  time  participate  in  a  merger,  consolidation,   liquidation,  or  other
reorganization  affecting  the  capital  structure  of the  Company  and (A) the
Company is not the surviving  entity or (B) the Company is the surviving  entity
and the holders of Company  common stock are  required to exchange  their shares
for property and/or  securities,  then the Company shall give you written notice
of such fact on or before 15 days  before  such  reorganization  and the Options
shall be  exercisable  in full after  receipt  of such  notice and prior to such
reorganization.  All Options not exercised  prior to such  reorganization  shall
expire on the occurrence of such reorganization.  A sale of all or substantially
all the assets of the Company for a consideration  (apart from the assumption of
obligations) consisting primarily of securities shall be deemed a reorganization
of which the Company is not a surviving entity for the foregoing purposes.

         9. DISSOLUTION OF COMPANY. In the event of the proposed  dissolution or
liquidation of the Company,  the Options granted hereunder shall terminate as of
a date to be fixed by the  board of  directors,  provided  that not less than 30
days  prior  written  notice of the date so fixed  shall be given to you and you
shall have the right,  during the period of 30 days preceding such  termination,
to exercise the Options.

         10. RIGHTS AS A SHAREHOLDER.  You shall have no fights as a shareholder
with respect to any shares of common stock of the Company held under the Options
until the date of issuance  of the stock  certificates  to you for such  shares.
Except as provided in Section 7, no  adjustment  shall be made for  dividends or
other rights for which the record date is prior to the date of such issuance.

C. STATUS OF OPTIONS.  Options granted  pursuant to this letter are not intended
to qualify as Incentive  Stock Options within the meaning of Section 422A of the
Internal  Revenue  code of 1986 (the  "Code"),  and the terms of this letter and
Options granted hereunder shall be so construed; provided, however, that nothing
in this letter  shall be  interpreted  as a  representation,  guarantee or other
undertaking on the part of the Company that the Options granted pursuant to this
letter are not, or will not be, determined to be Incentive Stock Options, within
the meaning of Section 422A of the Code.

D. STOCK RESTRICTIONS.  Neither the Restricted Stock nor shares of the Company's
Common  Stock  purchased  upon  exercise  of the Options  shall be  transferred,
pledged, assigned or encumbered except as otherwise may be permitted in the sole
discretion  of the board of directors of the Company.  Such  restrictions  shall
apply to any other security into which shares of


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common stock may be  converted.  Certificates  evidencing  shares of  Restricted
Stock and the Company's  common stock purchased upon the exercise of the Options
shall be endorsed with a legend in substantially the following form:

         THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE MAY NOT BE TRANSFERRED
         EXCEPT  PURSUANT TO THE TERMS OF AN  AGREEMENT  BETWEEN THE COMPANY AND
         THE REGISTERED  HOLDER HEREOF.  IN ADDITION,  THESE SECURITIES HAVE NOT
         BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 AND NEITHER  THESE
         SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,  TRANSFERRED,  PLEDGED
         OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR AN
         EXEMPTION  THEREFROM UNDER SUCH ACT,  APPLICABLE  STATE SECURITIES LAWS
         AND THE AND THE RULES AND REGULATIONS THEREUNDER. BY ACCEPTANCE HEREOF,
         THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT SUCH HOLDER IS ACQUIRING
         THESE SECURITIES FOR INVESTMENT.

                                            TRIAD HOLDINGS, INC.

                                            BY:/S/JAMES B. LAPORTE
                                            James B. LaPorte

I hereby  accept the  Options  granted  under this  letter and agree to hold the
Options pursuant to the terms of this letter.

/S/HOUSTON G. WOOD
Houston G. Wood

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