SEVERANCE
      AND NON-COMPETITION AGREEMENT

    


    This
      SEVERANCE AND NON-COMPETITION AGREEMENT (“Agreement”)
      is
      made and entered into by and between Argyle Security, Inc., a Delaware
      corporation (the “Company”),
      and
      Mr. Dean Dresser, an individual (the “Employee”), effective as of October 3,
      2008 (the “Effective
      Date”).
      Capitalized terms not otherwise defined shall have the meaning ascribed to
      such
      terms in Schedule I.

    


    A. Whereas,
      the Company is a corporation organized under the laws of the State of Delaware
      and is conducting business in San Antonio, Bexar County, Texas.

    


    B. Whereas,
      the Company and the Employee desire to establish certain terms and conditions
      related to their employment relationship on the terms set forth in this
      Agreement.

    


    NOW,
      THEREFORE, in consideration of (i) the mutual covenants herein contained (ii)
      Employee’s current and ongoing exposure to Confidential Information (as defined
      in Section 2.1 of this Agreement) of the Company, (iii) employment of Employee
      upon the terms, conditions and covenants set forth between Company and Employee
      and each act performed pursuant hereto, and (iv) other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      Company and Employee agree as follows:

    


    I.

    


    Term
      of Employment

    


    1.1 Term. The
      Employee’s employment shall be “at will,” meaning that either the Employee or
      the Company shall be entitled to terminate the employment at any time and for
      any reason, with or without Cause (hereinafter defined). Any contrary
      representations that may have been made to the Employee shall be superseded
      by
      this Agreement. This Agreement shall constitute the full and complete agreement
      between the Employee and the Company on the “at-will” nature of the Employee’s
      employment, which may only be changed in an express written agreement signed
      by
      the Employee and a duly authorized officer of the Company.

     

    1.2 Rights
      Upon Termination. Except
      as
      expressly provided in this Section 1.2, upon the termination of the
      Employee’s employment, the Employee shall only be entitled to the compensation
      and benefits earned up through the date of termination. Employee’s right to
      compensation for periods after the Employee’s employment with the Company
      terminates shall be determined in accordance with the following:

     

    (a) Change
      of Control/Termination Without Cause or for Good Reason.
      In the
      event the Employee’s employment with the Company is terminated within the two
      (2) year period immediately following the occurrence of a Change of Control,
      either (i) by the Company without Cause, or (ii) by the Employee for Good
      Reason, then the Employee shall, subject to Employee’s execution of a separation
      and release agreement provided by the Company (the “Separation
      Agreement”),
      and
      subject further to the applicable requirements of Section 1.2(i):

    


    (i)
      receive a lump sum payment in the amount of (a) 2 times (Employee’s base salary
      in effect on the date of termination (“Salary”)
      plus
      Employee’s target bonus (“Bonus”))
      plus
      (b) Employee’s current year bonus earned up through the date of termination
      (calculated by taking Employee’s annual target bonus times a fraction, the
      numerator of which is the number of days Employee was employed during the year
      of termination and the denominator of which is 365), with such target bonus
      and
      current year bonus determined in accordance with the Company’s bonus plan then
      in effect which is applicable to Employee. The lump sum payment to be paid
      under
      this clause (i) shall be paid within thirty (30) days following the date of
      Employee’s termination; and

     

    (ii)
      receive a lump sum payment equal to 24 times the monthly premium cost
      (determined as of the date of termination) for Employee’s medical insurance
      under the Company’s benefit plans then in effect, with such amount to be paid
      within thirty (30) days following the date of Employee’s
      termination;

    


    (b) Termination
      Without Cause or for Good Reason.
      In the
      event Employee’s employment with the Company is terminated before the occurrence
      of a Change of Control or more than two (2) years after the occurrence of a
      Change of Control, either (i) by the Company without Cause , or (ii) by the
      Employee for Good Reason , then the Employee shall, subject to Employee’s
      execution of a Separation Agreement:

     

    
      Dresser
        Severance and Non-Competition Agreement - Page 1

      
        
        

        
          

        

      

      
        
        

      

    

    


    (i)
      receive an amount of (a) 1 times (Employee’s Salary plus Employee’s target
      bonus) plus (b) Employee’s current year bonus earned up through the date of
      termination (calculated by taking Employee’s annual target bonus times a
      fraction, the numerator of which is the number of days Employee was employed
      during the year of termination and the denominator of which is 365), with such
      target bonus and current year bonus determined in accordance with the Company’s
 bonus
      plan then in effect which is applicable to Employee. All such amounts to be
      paid
      hereunder shall be paid in equal monthly installments beginning on the thirtieth
      (30th)
      day
      following the date of Employee’s termination and continuing on the same day in
      each subsequent month for a period of 11 months thereafter; and

     

    (ii)
      receive monthly payments in the amount necessary to continue Employee’s medical
      benefits coverage in effect at the time of termination with
      such
      amounts to be paid out in monthly installments at the same times as the payments
      in (b) (i) above for a period of 12 months following the date of such
      termination;

     

    (c) Death. If
      Employee dies during the term of employment, Employee’s employment and this
      Agreement shall automatically terminate as of the date of Employee’s death. Upon
      such termination, the Company shall have no further obligation to Employee
      or
      his estate, except to pay to the estate any accrued, but unpaid, Salary up
      through the date of such termination, plus Bonus, plus those benefits payable
      in
      accordance with (b) (i) above.

    


    (d) Disability. If,
      during the term of employment, Employee is prevented from performing his duties
      for Company by reason of becoming totally disabled, then the Company, on prior
      notice to Employee, may terminate Employee’s employment and this Agreement. For
      purposes of this Agreement, Employee shall be deemed to have become totally
      disabled when (i) he receives “total disability benefits” under the Company’s
      disability plan (whether funded with insurance or self-funded by the Company),
      if such a plan is maintained by the Company, or (ii) the Company’s Board
      (exclusive of Employee if he sits on the Board), upon the written report of
      a
      qualified physician (after complete examination of Employee) designated by
      the
      Board, determines that Employee has become physically and/or mentally incapable
      of performing his duties under this Agreement on a permanent basis. In the
      event
      of termination of Employee under this subsection (d), the Company shall pay
      Employee any accrued but unpaid Salary, as of the date on which such permanent
      disability is determined, but then remains unpaid, plus those benefits payable
      in accordance with (b) (i) and (ii) above.. The provisions of the preceding
      sentence shall not affect Employee’s rights to receive payments under the
      Company’s disability insurance plan, if any, or under any individual disability
      insurance plan that the Employee may have in place.

    


    (e) Notwithstanding
      anything to the contrary contained in this Section 1.2, to the extent that
      the
      Employee is determined to be a "key employee" (as defined in Section 416(i)
      of
      the Code but without regard to paragraph (5) thereof), the payment or payments
      under this Section 1.2 which constitute "nonqualified deferred compensation"
      under Section 409A of the Code shall be made to the Employee no earlier
      than the earlier of the last day of the sixth complete calendar month following
      the termination of the Employee's employment with the Company, or (ii) the
      date
      of the Employee's death, consistent with the requirements of Section 409A of
      the
      Code. Any payment or payments delayed by reason of the immediately preceding
      sentence shall be paid to the Employee in a single lump sum on the first day
      following the last day of the sixth complete calendar month following the date
      of the termination of the Employee's employment with the Company, in order
      to
      catch up to the original payment schedule. Notwithstanding the immediately
      preceding 2 sentences, no delay shall be required to the extent that such
      payments (i) are payable during the short-term deferral period set forth in
      Treasury Regulation Section 1.409A-1(b)(4), and/or (ii) do not exceed an amount
      equivalent to 200% of the lesser of (A) the Employee's annualized compensation
      from the Company for the Employee's taxable year immediately preceding his
      or
      her taxable year in which the Employee's termination of employment with the
      Company occurs, or (B) the maximum amount of compensation that may be taken
      into
      account under tax-qualified retirement plans pursuant to Section 401(a)(17)
      of
      the Code, for the calendar year in which the termination of the Employee's
      employment with Company occurs. 

    


    (f) Excess
      Parachute Payments.
      (i) If
      it is determined that any amount, right or benefit paid or payable (or otherwise
      provided or to be provided) to the Employee by the Company or any of its
      affiliates under this Agreement or any other plan, program or arrangement under
      which Employee participates or is a party, other than amounts payable under
      this
      Section 1.2(f) (collectively, the “Payments”),
      would
      constitute an “excess parachute payment” within the meaning of Section 280G of
      the Code, subject to the excise tax imposed by Section 4999 of the Code, as
      amended from time to time (the “Excise
      Tax”),
      and
      the present value of such Payments (calculated in a manner consistent with
      that
      set forth in the applicable regulations promulgated under Section 280G of the
      Code) is equal to or less than $25,000.00 greater than the threshold at which
      such amount becomes an “excess parachute payment,” then the amount of the
      Payments payable to the Employee under this Agreement shall be reduced (a
“Reduction”)
      to the
      extent necessary so that no portion of such Payments payable to the Employee
      is
      subject to the Excise Tax. 

     

    
      
        
          Dresser
            Severance and Non-Competition Agreement - Page 2

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (ii)
      In
      the event it shall be determined that the amount of the Payments payable to
      the
      Employee is more than $25,000.00 greater than the threshold at which such amount
      becomes an “excess parachute payment,” then the Employee shall be entitled to
      receive an additional payment from the Company (a “Gross-Up
      Payment”)
      in an
      amount such that, after payment by the Employee of all taxes (including any
      interest or penalties imposed with respect to such taxes), including, without
      limitation, any income and employment taxes (and any interest and penalties
      imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment
      (and any interest and penalties imposed with respect thereto), the Executive
      retains an amount of the Gross-Up Payment equal to the Excise Tax (including
      any
      interest and penalties imposed with respect thereto) imposed upon the Payments.
      

    


    (iii)
      All
      determinations required to be made under Section 1.2(f), including whether
      and
      when a Gross-Up Payment or a Reduction is required, the amount of such Gross-Up
      Payment or Reduction and the assumptions to be utilized in arriving at such
      determination, shall be made by an independent, nationally recognized accounting
      firm mutually acceptable to the Company and the Employee (the “Auditor”);
      provided that in the event a Reduction is determined to be required, the
      Employee may determine which Payments shall be reduced in order to comply with
      the provisions of Section 1.2 (f). The Auditor shall promptly provide detailed
      supporting calculations to both the Company and Employee following any
      determination that a Reduction or Gross-Up Payment is necessary. All fees and
      expenses of the Auditor shall be paid by the Company. Any Gross-Up Payment,
      as
      determined pursuant to Section 1.2(f), shall be paid by the Company to the
      Employee within five (5) days of the receipt of the Auditor’s determination. All
      determinations made by the Auditor shall be binding upon the Company and the
      Employee; provided that if, notwithstanding the Auditor’s initial determination,
      the Internal Revenue Service (or other applicable taxing authority) determines
      that an additional Excise Tax is due with respect to the Payments, then the
      Auditor shall recalculate the amount of the Gross-Up Payment or Reduction
      Amount, if applicable, based upon the determinations made by the Internal
      Revenue Service (or other applicable taxing authority) after taking into account
      any additional interest and penalties (the “Recalculated
      Amount”)
      and
      the Company shall pay to the Employee the excess of the Recalculated Amount
      over
      the Gross-Up Payment initially paid to the Employee or the amount of the
      Payments after the Reduction, as applicable, within five (5) days of the receipt
      of the Auditor’s recalculation the Gross-Up Payment. 

    


    II.

    Restrictive
      Covenants

    


    2.1 Trade
      Secrets and Proprietary and Confidential Information.
      Employee recognizes and acknowledges that Employee has acquired in the past,
      is
      presently acquiring, and will continue to acquire in the future during his
      employment with the Company, access to certain trade secrets and confidential
      and proprietary information of the Company, including, but not limited to:
      (i)
      technical information, know-how, trade secrets, financial data, marketing and
      sales plans, customer and supplier lists, Developments (as defined in Section
      2.6 of this Agreement) and other commercial information relating to the
      Company’s business and (ii) certain information that the Company has acquired or
      received from third parties in confidence (collectively, the “Confidential
      Information”). Employee acknowledges that the Confidential Information he
      obtains through his employment hereunder constitutes valuable, special and
      unique property of the Company and that the Company would suffer great loss
      and
      damage if he should violate the covenants set forth in this Agreement. Employee
      acknowledges that such covenants and conditions are reasonable and necessary
      for
      the protection of the Company’s business.

    


    2.2 Nondisclosure
      of Trade Secrets, Proprietary and Confidential
      Information.
      Employee
      agrees that, without the prior written approval of the Company, Employee shall
      not during the Term of Employment or thereafter for any reason disclose any
      of
      the Confidential Information of the Company to any person, firm, company or
      other entity (except for authorized personnel of the Company) for any reason
      or
      purpose whatsoever; provided, however, that this Section shall not apply to
      the
      extent that Employee shall be required to provide information pursuant to a
      valid, lawful subpoena or court order so long as Employee shall have made his
      best efforts in good faith to cause the court of relevant jurisdiction, to
      the
      greatest extent possible, to limit the scope of such subpoena or order and
      protect the confidentiality of the information so disclosed. 

    


    2.3 Solicitation
      of Employees.
      Employee agrees that during the term of employment and for a period of two
      (2)
      years following termination of Employee’s employment hereunder, he will not,
      directly or indirectly, by himself or by acting in concert with others, employ
      or attempt to employ or solicit for employment with any business that is
      competitive with the Company, any of the Company’s employees, contractors, or
      other personnel, or seek to influence any employees, contractors, or other
      personnel of the Company to leave their employment or other engagement with
      the
      Company.

     

    
      
        
          Dresser
            Severance and Non-Competition Agreement - Page 3

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.4 Solicitation
      of Business of Company.
      Employee covenants and agrees that during the term of employment and for a
      period of two (2) years following termination of Employee’s employment
      hereunder, Employee will not attempt, directly or indirectly, by himself or
      acting in concert with others, to influence any of the Company’s clients,
      suppliers or other business associates not to do business with or not to
      continue to do business with the Company or any of its affiliates.

    


    2.5 Non-Competition. Because
      Employee's services to the Company are special and because the Company agrees
      to
      provide Confidential Information of the Company to Employee from the moment
      of
      execution of this Agreement and on an ongoing basis throughout the term of
      employment, Employee covenants and agrees that during his term of employment
      and
      for a period of two (2) years thereafter, Employee will not, without the prior
      written consent of the Company, directly or indirectly, either on his own behalf
      or on behalf of or in connection with any person, partnership, limited liability
      company, corporation, professional company or otherwise, engage in any business
      that would be directly or indirectly competitive with the Company (including
      any
      subsidiaries and affiliates) as of the date of Employee's termination in any
      market served by the Company.

    


    2.6 Survival
      of Covenants.
      The
      provisions of this Article II shall survive any expiration or termination of
      this Agreement and shall continue to bind the parties hereto in accordance
      with
      the terms hereof. The covenants contained in this Article II shall be construed
      as covenants or agreements independent of any other provision of this Agreement,
      and the allegation or existence of any claim or cause of action of Employee
      against the Company, whether predicated on this Agreement or otherwise, shall
      not constitute a defense to the enforcement by the Company of the covenants
      contained herein. 

    


    2.7 Reformation. 
      If any
      provision of this Article II should be found by any court of competent
      jurisdiction to be unenforceable by reason of being too broad as to the period
      of time, territory or scope set forth therein, then that provision shall be
      modified to reflect the maximum period of time, the largest territory or the
      broadest scope, as the case may be, that would be found enforceable by such
      court. 

    


    2.8 Remedies.
      In the
      event of breach or threatened breach by Employee of any provision of this
      Article II, the Company shall be entitled to relief by temporary restraining
      order, temporary injunction, permanent injunction or otherwise in addition
      to
      other legal and equitable relief to which the Company may be entitled, including
      any and all monetary damages that the Company may incur as a result of said
      breach, violation or threatened breach or violation. The Company may pursue
      any
      remedy available to it concurrently or consecutively in any order as to any
      breach, violation or threatened breach or violation, and the pursuit of one
      of
      such remedies at any time shall not be deemed an election of remedies or waiver
      of the right to pursue any other of such remedies as to such breach, violation
      or threatened breach or violation, or as to any other breach, violation or
      threatened breach or violation. 

    


    III.

    Miscellaneous
      Provisions

    


    3.1
       Binding
      Arbitration  Any
      controversy between the Company and Employee involving the construction or
      application of any of the terms, covenants or conditions of this Agreement
      shall, on the written request of one party served on the other, be submitted
      to
      arbitration. Such arbitration shall comply with and be governed by the
      provisions of the Texas General Arbitration Act, Sections 171.001 through
      171.098 of the Texas Civil Practice and Remedies Code. The Company and Employee
      shall each appoint one person as an arbitrator to hear and determine the
      dispute, and if they shall be unable to agree, then the two arbitrators so
      chosen shall select a third impartial arbitrator whose decision shall be final
      and conclusive upon the Company and Employee. The expense of arbitration
      proceedings conducted under this Section 3.1 shall be borne by the parties
      in
      such proportions as the arbitrators decide. This provision shall not prohibit
      the Company from seeking any injunctive relief from a court at any
      time.


    
      
        
          Dresser
            Severance and Non-Competition Agreement - Page 4

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.2 Notices.
      Whenever, in connection with this Agreement, any notice is required to be given
      or any other act or event is to be done or occur on or by a particular number
      of
      days, and the date thus particularized should be a Saturday, Sunday, or holiday
      in the City of San Antonio, Texas, that date shall be postponed to the next
      day
      that is not a Saturday, Sunday, or holiday in the City of San Antonio, Texas.
      If
      a notice or other document is required to be given hereunder to the Company
      or
      Employee, that notice or other document shall be personally delivered, sent
      by a
      nationally recognized overnight courier or be mailed to the party entitled
      to
      receive the same by registered or certified mail, return receipt requested,
      at
      the appropriate address set forth below or at such other address as such party
      shall designate in a written notice given in accordance with this
      Section:

    


    
      	
              Company:

            	
              Employee:

            
	 	 
	
              Argyle
                Security, Inc.

            	
              Mr.
                Dean Dresser

            
	
              Attn: Donald F. Neville, CFO

            	
              1813 Chasewood Drive

            
	
              200 Concord Plaza Dr.

            	
              Austin, TX 78727

            
	
              Suite
                700

            	  
	
              San
                Antonio, Texas 78216

            	  


    

    


    Notice
      shall be deemed given on the date of actual delivery if delivered in person
      or
      by nationally recognized overnight courier, or, if mailed, then on the date
      noted on the return receipt.

    


    3.3 Binding
      Effect. The
      rights and obligations of the parties shall inure to the benefit of and shall
      be
      binding upon their respective heirs, representatives, successors and assigns,
      as
      the case may be.

    


    3.4 Severability.
      If any
      provision contained in this Agreement is determined to be void, illegal or
      unenforceable, in whole or in part, then the other provisions contained herein
      shall remain in full force and effect as if the provision that was determined
      to
      be void, illegal or unenforceable had not been contained herein.

    


    3.5 Waiver,
      Modification and Integration.
      The
      waiver by any party hereto of a breach of any provision of this Agreement shall
      not operate or be construed as a waiver of any subsequent breach by any party.
      This instrument contains the entire agreement of the parties concerning the
      subject matter hereof and supersedes all prior or contemporaneous
      representations, understandings and agreements, either oral or in writing,
      between the parties hereto with respect to the subject matter hereof and all
      such prior or contemporaneous representations, understandings and agreements,
      both oral and written, are hereby terminated. This Agreement may be modified,
      altered or amended by the Company at any time.

    


    3.6 GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF TEXAS, AND ACTIONS HEREON SHALL BE BROUGHT EXCLUSIVELY IN BEXAR COUNTY,
      TEXAS.

    


    3.7 Counterpart
      Execution.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute but one and
      the
      same instrument.

    


    3.8 Captions.
      The
      captions herein are inserted for convenience only and shall not affect the
      construction of this Agreement.

    


    3.9 Assignment. In
      the
      event of any merger or consolidation of the Company with any other corporation,
      partnership, limited liability company or other entity or company, sale by
      the
      Company of a major portion of its assets or of its business and good will,
      or
      any other corporate reorganization involving the Company, this Agreement may
      be
      assigned and transferred to such successor in interest as an asset of the
      Company upon such assignee assuming the Company’s obligations under this
      Agreement. Upon any such assignment, Employee shall continue to perform his
      duties and obligations according to the terms of this Agreement. Employee shall
      not have any right to delegate or transfer any duty or obligation to be
      performed by her under this Agreement to any third party.

    


    3.10.
       Attorneys’
      Fees and Costs.
      If any
      dispute arising under this Agreement is finally adjudicated by a court of
      competent jurisdiction, the party that prevails shall be entitled to recover
      its
      legal fees and costs, including reasonable attorneys’ fees, from the other
      party.

    


    3.11. Gender.
      References in this Agreement to the male gender shall be deemed to include
      the
      female and neuter genders and vice-a-versa, unless otherwise stated or unless
      the circumstances eliminate such inclusion. 


    
      
        
          Dresser
            Severance and Non-Competition Agreement - Page 5

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.12. Drafting.
      No
      provision of this Agreement will be interpreted in favor of, or against, any
      of
      the parties hereto by reason of the extent to which any such party or its
      counsel participated in the drafting thereof or by reason of the extent to
      which
      any such provision is inconsistent with any prior draft hereof or
      thereof. 

    


    3.13 Construction
      and Interpretation of the Word “or”. For
      the
      purposes of this Agreement, the word “or” shall be deemed to include both the
      disjunctive and conjunctive (i.e. “and/or”) where appropriate and to reflect the
      manifest intent of the parties.

    


    3.14 Section
      409A.
      All
      payments of "nonqualified deferred compensation" (within the meaning of Section
      409A of the Code) by the Company to the Employee are intended to comply with
      the
      requirements of Section 409A of the Code, and this Agreement shall be
      interpreted consistent therewith. Neither the Company or the Employee,
      individually or in combination, may accelerate any such deferred payment, except
      in compliance with Section 409A of the Code, and no amount shall be paid prior
      to the earliest date on which it is permitted to be paid under Section 409A
      of
      the Code.  Notwithstanding anything to the contrary contained in Section
      3.5, no amendment may be made to this Agreement if it would cause the Agreement
      or any payment hereunder to not be in compliance with the requirements of
      Section 409A of the Code. Unless otherwise expressly provided, any payment
      of
      compensation by the Company to the Employee, whether pursuant to this Agreement
      or otherwise, shall be made on or before the fifteenth day of the third calendar
      month next following the later of the end of the calendar year or the end of
      the
      Company's fiscal year, in either case in which the Employee's right to such
      payment vests (ie, is not subject to a "substantial risk of forfeiture" for
      purposes of Section 409A of the Code).

    


    [SIGNATURE
      PAGE TO FOLLOW]


    
      
        
          Dresser
            Severance and Non-Competition Agreement - Page 6

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, this Agreement is executed as of the date first set forth
      above.

    


    
      	
              Company:

            
	 
	
              ARGYLE
                SECURITY, INC.

            
	 	 
	 	 
	
              By:

            	
              /s/
                Donald F. Neville

            
	
              Name:
                

            	
              Donald
                F. Neville

            
	
              Title:

            	
              Chief
                Financial Officer

            
	 	 
	
              Employee: 

            
	 	 
	
              /s/
                Dean Dresser

            
	
              DEAN
                DRESSER

            


    

     

    
      
        
          Dresser
            Severance and Non-Competition Agreement - Page 7

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      I

    DEFINITIONS
      SCHEDULE

     

    Change
      of Control means
      the
      earliest to occur of the following:

    


    (i)
      the
      public announcement by the Company or any person (other than the Company, any
      subsidiary of the Company or any employee benefit plan of the Company or of
      any
      subsidiary of the Company) (“Person”)
      that
      such Person, who or which, together with all “affiliates” and “associates”
(within the meanings of such terms under Rule 12b-2 of the Exchange Act) of
      such
      Person, shall be the beneficial owner of (fifty percent (50%) or more of the
      Company’s voting stock then outstanding; 

     

    (ii)
      the
      commencement of, or after the first public announcement of any Person to
      commence, a tender or exchange offer the consummation of which would result
      in
      any Person becoming the beneficial owner of the Company’s voting stock
      aggregating fifty percent (50%) or more of the Company’s then outstanding voting
      stock;

     

    (iii)
      the
      announcement of any transaction relating to the Company required to be described
      pursuant to the requirements of Item 6(e) of Schedule 14A of Regulation 14A
      of
      the Securities and Exchange Commission under the Exchange Act;

     

    (iv)
      a
      proposed change in the constituency of the Company’s Board of Directors (the
“Board”)
      such
      that, during any period of two (2) consecutive years, individuals who at the
      beginning of such period constitute the Board cease for any reason to constitute
      at least a majority thereof, unless the election or nomination for election
      by
      the shareholders of the Company of each new director was approved by a vote
      of
      at least two-thirds (2/3) of the directors then still in office who were members
      of the Board at the beginning of the period;

     

    (v)
      the
      Company enters into an agreement of merger, consolidation, share exchange or
      similar transaction with any other corporation other than a transaction which
      would result in the Company’s voting stock outstanding immediately prior to the
      consummation of such transaction continuing to represent (either by remaining
      outstanding or by being converted into voting stock of the surviving entity)
      at
      least two-thirds (2/3) of the combined voting power of the Company’s or such
      surviving entity’s outstanding voting stock immediately after such
      transaction;

     

    (vi)
      the
      Board approves a plan of liquidation or dissolution of the Company or an
      agreement for the sale or disposition by the Company (in one transaction or
      a
      series of transactions) of all or substantially all of the Company’s assets to a
      person or entity which is not an affiliate of the Company; or

     

    (vii)
      Any
      other event which shall be deemed by a majority of the members of the Board
      to
      constitute a “Change of Control.”

     

    Cause
      means
      termination of Employee, upon written notice, limited to one or more of the
      following reasons: 

    


    (i) fraud,
      misappropriation or embezzlement by Employee in connection with the Company
      as
      determined by the affirmative vote of at least a majority of the Board
      (exclusive of Employee if he sits on the Board), or any other act of personal
      dishonesty, fraud or misrepresentation taken by Employee which was intended
      to
      result in substantial gain or personal enrichment for Employee at the expense
      of
      the Company; 

    


    (ii) mismanagement
      or neglect of Employee’s duties as determined by the affirmative vote of at
      least a majority of the Board (exclusive of Employee if he sits on the Board);
      

    


    (iii) willful
      and unauthorized disclosure of Confidential Information (as defined in Section
      2.1 of this Agreement);

    


    (iv) Employee’s
      breach of any material term or provision of this Agreement, after written notice
      to Employee of the particular details of the breach and the failure of Employee
      to cure the breach within thirty (30) days thereafter;


    
      
        
          Dresser
            Severance and Non-Competition Agreement - Page 8

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (v) failure
      or refusal of the Employee to comply with the policies, procedures, standards
      or
      regulations of the Company, as may be in effect from time to time;

    


    (vi) Employee’s
      conviction of a felony or other crime;

    


    (vii) Employee’s
      breach or violation of any other Company policy, procedure or agreement after
      written notice to Employee of the particular details of the breach and the
      failure of Employee to cure such breach within thirty (30) days
      thereafter

    


    Good
      Reason
      any of
      the following which occur without the Employee’s consent, but only to the extent
      that (a) the termination of employment occurs within one (1) year following
      the
      initial existence of any of the events set forth in (i), (ii) or (iii) below,
      (b) Employee provides written notice to the Company of the occurrence of any
      of
      the events set forth in (i), (ii), or (iii) below within ninety (90) days
      from
      the date of its initial existence, and (c) the Company fails to cure the
      occurrence within thirty (30) days after receipt of written notice from
      Employee:

    


    (i)
      reduction of Employee’s Salary unless such reduction is generally applicable to
      all senior executives as determined by the Board;

    


    (ii)
      the
      Employee’s duties and or responsibilities are materially reduced; 

    


    (iii)
      relocation of Employee’s regular work address to a location which requires
      Employee to travel more than 50 miles from his residence.


    
      
        
          Dresser
            Severance and Non-Competition Agreement - Page 9