EXHIBIT 10.35

                       DAWSON PRODUCTION SERVICES, INC.
                         EMPLOYEE SEVERANCE PAY PLAN



                        Effective as of August 7, 1998

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                       DAWSON PRODUCTION SERVICES, INC.
                         EMPLOYEE SEVERANCE PAY PLAN
                        AS EFFECTIVE August 7, 1998

                               TABLE OF CONTENTS

                                                                          PAGE

ARTICLE I - PURPOSE AND SCOPE................................................1
            1.1   Purpose of Plan; Capitalized Terms.........................1
            1.2   Plan Status................................................1

ARTICLE II - DEFINITIONS.....................................................1
            2.1   "Administrator"............................................1
            2.2   "Affiliate"................................................1
            2.3   "Claim Form"...............................................2
            2.4   "Change of Control"........................................2
            2.5   "Code".....................................................2
            2.6   "Company"..................................................3
            2.7   "Effective Date of a Change of Control"....................3
            2.8   "Eligible Employee"........................................3
            2.9   "Executive Officer"........................................3
            2.10  "ERISA"....................................................3
            2.11  "Hourly Employee"..........................................3
            2.12  "Incumbent Board"..........................................3
            2.13  "Independent Contractor"...................................3
            2.14  "Office Employee"..........................................3
            2.15  "Part-Time Employee".......................................3
            2.16  "Person"...................................................3
            2.17  "Plan".....................................................3
            2.18  "Plan Year"................................................4
            2.19  "Purchaser"................................................4
            2.20  "Salaried Employee"........................................4
            2.21  "Severance Benefits".......................................4
            2.22  "Termination Date".........................................4
            2.23  "Termination for Cause"....................................4
            2.24  "Temporary Employee".......................................4
            2.25  "Years of Service".........................................4

ARTICLE III - ELIGIBLE EMPLOYEES.............................................5

ARTICLE IV - SEVERANCE BENEFITS..............................................6
            4.1   Requirements for Severance Benefits........................6
            4.2   Amount of Severance Benefits...............................6


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ARTICLE V - PAYMENT OF SEVERANCE BENEFITS....................................6
            5.1   Severance Benefits.........................................6
            5.2   Processing of Severance Payments...........................6
            5.3   Deductions From Severance Benefits.........................6
            5.4   Severance Benefits Are Not Compensation for Other Benefits.7
            5.5   Payment after Death........................................7
            5.6   Release....................................................7

ARTICLE VI - CLAIMS AND APPEAL PROCEDURES....................................8

ARTICLE VII - PLAN ADMINISTRATION............................................8
            7.1   In General.................................................8
            7.2   Reimbursement and Compensation.............................9
            7.3   Rulemaking Powers..........................................9

ARTICLE VIII - AMENDMENT AND TERMINATION.....................................9

ARTICLE IX - MISCELLANEOUS INFORMATION.......................................9
            9.1   Limitation of Rights.......................................9
            9.2   Governing Law..............................................9
            9.3   Severability..............................................10
            9.4   Captions..................................................10
            9.5   Gender and Numbers........................................10
            9.6   Spendthrift Provision.....................................10
            9.7   Mistaken Payments.........................................10
            9.8   Information Requested.....................................10



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                       DAWSON PRODUCTION SERVICES, INC.
                         EMPLOYEE SEVERANCE PAY PLAN
                        AS EFFECTIVE August 7, 1998

      WHEREAS, the Company wishes to establish the Plan effective August 7,
1998 to provide certain severance benefits to eligible persons under the terms
and conditions provided therein; and

      NOW, THEREFORE, the Company hereby establishes the Plan effective
August 7, 1998 to provide certain severance benefits to eligible persons
under the terms and conditions provided herein.

                         ARTICLE I - PURPOSE AND SCOPE

      1.1 PURPOSE OF PLAN; CAPITALIZED TERMS. The Company has established and
maintains the Plan as a severance program in connection with a potential Change
of Control of the Company. The purpose of this Plan is to provide to Eligible
Employees certain Severance Benefits under the terms and conditions specified in
Article IV of the Plan and to provide financial security to Eligible Employees
who suffer a permanent job loss due to a Change of Control. No other employee of
the Company or any other person shall have any right to benefits under this
Plan. Capitalized terms used herein are defined in Article II of the Plan.

      1.2 PLAN STATUS. The Company intends for the Plan to qualify as an
"employee welfare benefit plan" within the meaning of section 3(1) of ERISA. The
Plan shall, at all times, be interpreted and administered in accordance with
ERISA and any other pertinent provisions of federal law.

                           ARTICLE II - DEFINITIONS

      Wherever used herein, the following terms have the following meanings
unless the context clearly requires a different meaning:

      2.1 "ADMINISTRATOR" means the Company or such other person or committee as
may be appointed from time to time by the Company to supervise the
administration of the Plan. The Administrator will be the named fiduciary for
purposes of section 402(a)(1) of ERISA with respect to all duties and powers
assigned to the Administrator hereunder and will be responsible for complying
with all reporting and disclosure requirements of Part I of Subtitle B of Title
I of ERISA.

      2.2 "AFFILIATE" means any of the following, with regard to the Company or
the Purchaser: (i) a member of a controlled group of corporations of which the
Company or the Purchaser, respectively, is a member, or (ii) an unincorporated
trade or business which is under common control with the Company or the
Purchaser, respectively, as determined in accordance with Code Section 414(c)
and regulations issued thereunder. Subject to Code Section 415(h), a "controlled
group of corporations" shall mean a controlled group of corporations as defined
in Code Section 414(b).

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      2.3 "CLAIM FORM" means the claim form attached as ATTACHMENT A or any
other form designated by the Administrator in its sole and absolute discretion
to be completed by an Eligible Employee to claim Severance Benefits under the
Plan. The Administrator in its exclusive discretion shall decide the required
content of the Claim Form and may modify such content as its deems appropriate
in its exclusive discretion from time to time.

      2.4 "CHANGE OF CONTROL" shall be deemed to have occurred in any of the
following instances:

            (a) any Person is or becomes the "beneficial owner" (as defined in
      Rule 13d-3 under the Securities & Exchange Act of 1934, as amended),
      directly or indirectly, of securities of the Company representing fifty
      percent (50%) or more of the combined voting power of the then outstanding
      voting securities of the Company; or

            (b) members of the Incumbent Board cease for any reason to
      constitute at least a majority of the Board of Directors; or

            (c) a public announcement is made of a tender or exchange offer by
      any Person for fifty percent (50%) or more of the outstanding voting
      securities of the Company, and the Board of Directors approves or fails to
      oppose that tender or exchange offer in its statements in Schedule 14D-9
      under the Securities & Exchange Act of 1934; or

            (d) the shareholders of the Company approve a merger or
      consolidation of the Company with any other Person (or, if no such
      approval is required, the consummation of such a merger or consolidation
      of the Company), other than a merger or consolidation that would result in
      the voting securities of the Company outstanding immediately before the
      consummation thereof continuing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving
      entity or of a parent of the surviving entity) a majority of the combined
      voting power of the voting securities of the surviving entity (or its
      parent) outstanding immediately after that merger or consolidation; or

            (e) the shareholders of the Company approve a plan of complete
      liquidation of the Company or an agreement for the sale or disposition by
      the Company of all or substantially all the Company's assets (or, if no
      such approval is required, the consummation of such a liquidation, sale,
      or disposition in one transaction or series of related transactions) other
      than a liquidation, sale, or disposition of all or substantially all the
      Company's assets in one transaction or a series of related transactions to
      a corporation owned directly or indirectly by the shareholders of the
      Company in substantially the same proportions as their ownership of stock
      of the Company.

      2.5 "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.



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      2.6 "COMPANY" means Dawson Production Services, Inc.,and its subsidiaries,
or any successor thereto, which elects to continue the Plan.

      2.7 "EFFECTIVE DATE OF A CHANGE OF CONTROL" means the effective date of a
Change of Control.

      2.8 "ELIGIBLE EMPLOYEE" means an individual who is a Full-Time Office
Employee or a Full-Time Salaried Employee, and the Administrator determines such
individual to be qualified as an Eligible Employee under the terms and
conditions specified in Article III of the Plan, as it shall be amended from
time to time. Only Eligible Employees who satisfy all applicable terms and
conditions of the Plan may receive Severance Benefits.

      2.9 "EXECUTIVE OFFICER" means the Chief Executive Officer, Chief Financial
Officer, and Chief Operating Officer of the Company.

      2.10 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

      2.11 "HOURLY EMPLOYEE" means an employee of the Company who does not fall
within the definition of an Office Employee or a Salaried Employee.

      2.12 "INCUMBENT BOARD" means the individuals who constitute the Board of
Directors immediately prior to a Change of Control and any other individual who
becomes a director of the Corporation after that date and whose election or
appointment by the Board of Directors or nomination for election by the
Corporation's shareholders was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board.

      2.13 "INDEPENDENT CONTRACTOR" means any individual contracted for a
specific assignment, for a specific duration or who is not treated as an
employee on the payroll of the records of the Company. A verbal or written
contract may be in effect.

      2.14 "OFFICE EMPLOYEE" means an individual who is employed by the Company
and who is listed on the Company's regular payroll records under position codes
59, 60, 69, and 71 and whose work week is regularly scheduled to be thirty (30) 
hours a week or more.

      2.15 "PART-TIME EMPLOYEE" means a person whose work week is regularly
scheduled to be less than thirty (30) hours a week.

      2.16 "PERSON" means any individual, corporation, limited liability
company, partnership, unincorporated association, trust, or any other legally
recognized entity.

      2.17 "PLAN" means the Dawson Production Services, Inc. Employee Severance
Pay Plan as set forth herein, together with any amendments and attachments
hereto as shall be adopted from time to time.


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      2.18 "PLAN YEAR" means the twelve-month period that begins on each January
1, and ends on the following December 31.

      2.19 "PURCHASER" means the survivor of any merger, the resulting company
of any consolidation, or the purchaser of stock or assets in a Change in
Control.

      2.20 "SALARIED EMPLOYEE" means an individual who is employed by the
Company and who is listed on the Company's regular payroll records under
position codes 57, 58, 59, 60, 61, 63, 64, 72, 73, 74, 75, and 90 and whose work
week is regularly scheduled to be thirty (30) hours a week or more.

      2.21 "SEVERANCE BENEFITS" means the benefits provided under the terms and
conditions specified in Article IV of the Plan.

      2.22 "TERMINATION DATE" means the date upon which the Company or the
Purchaser designates as the effective date of the Eligible Employee's
termination of employment where such termination of employment with the Company
occurs on or after the Effective Date of a Change of Control.

      2.23 "TERMINATION FOR CAUSE" means an involuntary termination of
employment based upon an Employee's commission of any of the following:

            (a)   an intentional act of fraud, embezzlement or theft in
                  connection with his duties or in the course of his employment
                  with the Company;

            (b)   intentional damage of more than $1,000 worth of property of
                  the Company;

            (c)   intentional wrongful disclosure of trade secrets or
                  confidential information of the Company;

            (d)   willful violation of any law, rule or regulation (other than
                  traffic violations or similar offenses) or final cease and
                  desist order;

            (e)   intentional breach of fiduciary duty owed to the Company
                  involving personal profit; or

            (f)   gross misconduct.

      2.24 "TEMPORARY EMPLOYEE" means a person contracted through a temporary
service company, agency, employee leasing company, staffing company, or a person
individually who supplements the work force temporarily, to perform services as
a temporary employee, or is otherwise hired to perform services for the Company
and is not classified on the Company's books as a regular common law employee of
the Company.

      2.25 "YEARS OF SERVICE" means the number of complete consecutive 12 month
periods of time for which an Eligible Employee has been on the Company payroll
on a full-time or full-time equivalent basis (as determined by the Company's
vacation policy as may be in effect from time to time), or has been on such
basis on the payroll of a company or other entity which has merged into or has
been acquired by the Company, from his last date of hire to his Termination
Date. Any breaks in service shall start a new period of service for the purpose
of determining Years of Service.

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                       ARTICLE III - ELIGIBLE EMPLOYEES

      An individual will qualify as an Eligible Employee only if the individual
satisfies each of the following conditions:

            (a)   The individual was employed by the Company or the Purchaser as
                  a Salaried Employee or Office Employee of the Company or the
                  Purchaser on the date the Company or the Purchaser notified
                  the individual that it was involuntarily terminating his
                  employment;

            (b)   The individual was involuntarily terminated from employment by
                  the Company on or within eighteen (18) months after the
                  Effective Date of a Change of Control, and for a reason other
                  than: (i) a Termination for Cause; (ii) termination of
                  employment with the Company where the individual is
                  immediately offered a similar or equivalent position, with
                  similar duties and with no decrease in base pay at a location
                  within commuting distance of the individuals principal
                  residence, by an Affiliate of the Company or the Purchaser; or
                  (iii) termination due to the sale of the Company where the
                  individual is immediately offered a similar or equivalent
                  position, with similar duties and with no decrease in base pay
                  at a location within commuting distance of the individuals
                  principal residence, by an Affiliate of the Company or the
                  Purchaser;

            (c)   Prior to the date that the Company notified the individual of
                  his employment termination the individual did not: (1)
                  voluntarily terminate employment or notify the Company of his
                  intent or election to terminate employment at some future date
                  by resignation (either voluntarily or in lieu of Termination
                  for Cause), failure to appear for work, or retirement; or (2)
                  terminate employment upon the expiration of disability leave;

            (d)   The Employee is an Office Employee or Salaried Employee for at
                  least thirty (30) calendar days immediately prior to a Change
                  of Control and on the effective date of a Change of Control;

            (e)   The Administrator determines that the individual satisfies all
                  other conditions under the Plan required to qualify as an
                  Eligible Employee and that the individual is not otherwise
                  disqualified or excluded from eligibility under the terms of
                  the Plan.

If an individual does not meet these conditions and all other requirements of
the Plan, he will not be entitled to any Severance Benefits under this Plan.
Hourly Employees, Independent Contractors, Part-Time Employees and Temporary
Employees are not Eligible Employees. This means that Hourly Employees,
Independent Contractors, Temporary Employees, and Part-Time Employees are not
eligible for Severance Benefits.

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                        ARTICLE IV - SEVERANCE BENEFITS

      4.1 REQUIREMENTS FOR SEVERANCE BENEFITS. The Plan shall pay Severance
Benefits in accordance with this Article IV only to Eligible Employees.

      4.2 AMOUNT OF SEVERANCE BENEFITS. The amount of Severance Benefits will be
determined in accordance with this Paragraph.

            (a)   ELIGIBLE EMPLOYEES WITH THREE YEARS OF SERVICE OR FEWER. Each
                  Eligible Employee with three (3) Years of Service or fewer
                  shall be entitled to three months' salary.

            (b)   ELIGIBLE EMPLOYEES WITH MORE THAN THREE YEARS OF SERVICE. Each
                  Eligible Employee with more than three (3) Years of Service
                  shall be entitled to one months' salary multiplied by the
                  number of Years of Service for the Eligible Employee.

            (c)   EXECUTIVE OFFICERS. The Chief Executive Officer, Chief
                  Operating Officer, or Chief Financial Officer shall receive
                  Severance Benefits pursuant to this Plan unless they are
                  entitled to severance benefits from the Company through a
                  separate agreement between such officer and the Company, in
                  which case the separate agreement will control, and no
                  Severance Benefits will be provided to such Executive Officer.

                   ARTICLE V - PAYMENT OF SEVERANCE BENEFITS

      Any Severance Benefits payable under the Plan shall be paid as specified
in this Article V of the Plan or in accordance with such other uniform
nondiscriminatory rules as the Administrator, in its exclusive discretion, deems
appropriate.

      5.1 SEVERANCE BENEFITS. Severance Benefits, if any, under the Plan, will
be paid to an Eligible Employee on or before the next regularly scheduled
payroll date after the Termination Date of the Eligible Employee. Severance
Benefits shall be paid in a single lump sum cash payment.

      5.2 DEDUCTIONS FROM SEVERANCE BENEFITS. The following items will be
deducted from any Severance Benefits payable under this Plan:

            (a)   All required federal, state and local taxes;

            (b)   To the extent permitted by law, any amounts owed to the
                  Company by an Eligible Employee;

            (c)   Any compensation or other payments that the Eligible Employee
                  receives (or may be entitled to receive) on termination of
                  employment pursuant to any rights or entitlement that the
                  Eligible Employee possesses or asserts pursuant to a written
                  or oral employment agreement with the Company or any 

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                  successor thereto, regardless of whether the term of such
                  agreement is expired or unexpired as of the Eligible
                  Employee's Termination Date; and

            (d)   Any compensation or other payments that the Eligible Employee
                  receives (or may be entitled to receive) on termination of
                  employment pursuant to any rights under any severance plan of
                  Purchaser.

      By acceptance of any Severance Benefits from the Plan the Eligible
Employee shall be deemed to have agreed to adhere to all terms of the Plan. The
Eligible Employee also shall be deemed to agree that the Eligible Employee will
repay any Severance Benefits that the Administrator determines he has received
from the Plan in excess of the amount provided under the Plan.

      5.3 SEVERANCE BENEFITS ARE NOT COMPENSATION FOR OTHER BENEFITS. Severance
Benefits are not considered as covered compensation for benefit plan purposes.
The number of months of Severance Benefits provided to an Eligible Employee
shall not be considered in calculating the Eligible Employee's entitlement, if
any, to vacation, sick leave, bonus, incentive compensation, retirement or other
benefits except as is specifically provided in the Company's other employee
benefit plans. In addition, except as required by law, all employee benefits
cease as of the Eligible Employee's Termination Date.

      5.4 PAYMENT AFTER DEATH. If an Eligible Employee dies before Severance
Benefits have been paid in full, the remaining Severance Benefits will be paid
to the Eligible Employee's estate. The Plan shall be discharged fully and
completely to the extent of any payment made to any such estate.

      5.5 RELEASE. The Administrator, in his sole and absolute discretion, may
require an Eligible Employee to sign a release, in a form prescribed by the
Company, that releases all claims that the Eligible Employee may have, whether
known or unknown, arising out of or related to his employment with the Company
or the Purchaser, including claims arising out of Title VII of the Civil Rights
Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, the Equal Pay Act, and any and all State and Federal
statutes concerning employment. If an Eligible Employee does not execute such a
release if requested, the Administrator shall not pay any Severance Benefits to
the otherwise Eligible Employee, and the Administrator shall withhold any
Severance Benefits until such release has been executed.


                   ARTICLE VI - CLAIMS AND APPEAL PROCEDURES

      In the event an employee fails to receive a Severance Benefit to which he
believes he is entitled, he must make a claim for Severance Benefits in writing
to the Administrator describing the claim and asking the Administrator to rule
on the claim's validity under the terms of the Plan. With respect to any claim
for the requested Severance Benefits, the Administrator will then issue a
decision on whether the claim is denied or granted within thirty (30) days after
receiving the claim. If the claim is denied in whole or in part, the decision in
writing by the Administrator must include the specific reasons for the denial
and reference to the Plan provisions on which the denial is based. The decision
must also include a description of any additional information 

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which the employee needs to submit in order to refile the claim, along with an
explanation of why such additional information is necessary and how the
procedure for reviewing claims works. If the notice of denial is not furnished
in accordance with the above procedure, the claim shall be deemed denied and the
employee is permitted to proceed with the review procedure.

      If his claim is denied in whole or in part, an employee may appeal in
writing a denial of the claim, in part or in whole, and request a review by the
Administrator. The appeal must be submitted within sixty (60) days after notice
of the denial of the claim. The employee may request in writing to review copies
of pertinent Plan documents in connection with the appeal. The Administrator
will review the appeal and notify the employee of the final decision within
thirty (30) days after receiving the request for review. The notice of the final
decision must include the specific reasons for the decision and specific
references to the pertinent Plan provisions on which the Administrator's
decision is based. If the employee is dissatisfied with the Administrator's
review decision, the employee has the right to file suit.

      A deceased employee's beneficiary should follow the same claims procedure
in the event of the employee's death.

                       ARTICLE VII - PLAN ADMINISTRATION

      7.1 IN GENERAL. The general administration of the Plan and the duty to
carry out its provisions shall be vested in the Administrator, which shall be
the named fiduciary of the Plan for purposes of ERISA. The Plan and Severance
Benefits under the Plan shall be administered by the Administrator appointed
from time to time by the Company. The Administrator may, in its discretion,
secure the services of other parties, including agents and/or employees to carry
out the day-to-day functions necessary to an efficient operation of the Plan.
The Administrator shall have the exclusive right to interpret the terms of the
Plan, to determine eligibility for coverage and benefits, and to make such other
determinations and to exercise such other powers and responsibilities as shall
be provided for in the Plan or shall be necessary or helpful with respect
thereto and its good faith interpretation shall be binding and conclusive upon
all persons.

      7.2 REIMBURSEMENT AND COMPENSATION. The Administrator shall receive no
compensation for its services as Administrator, but it shall be entitled to
reimbursement for all sums reasonably and necessarily expended by it in the
performance of such duties.


      7.3 RULEMAKING POWERS. The Administrator shall have the power to make
reasonable rules and regulations required in the administration of the Plan, to
make all determinations necessary for the Plan's administration, except those
determinations which the Plan requires others to make, and to construe and
interpret the Plan wherever necessary to carry out its intent and purpose and to
facilitate its administration. The Administrator and the Company, with respect
to all duties assigned to such entities hereunder, shall have the exclusive
right to interpret the terms of the Plan and determine eligibility for coverage
and benefits under the Plan and its good faith interpretation shall be binding
and conclusive on all persons. In the exercise of such discretionary powers, the
Administrator shall treat all similarly-situated Eligible Employees uniformly
and equitably under the Plan. No action may be brought for benefits under the
Plan until a claim has been submitted and the appeal rights under the Plan have
been exhausted.

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                   ARTICLE VIII - AMENDMENT AND TERMINATION

      This Plan will terminate automatically, and without any action by the
Board of Directors of the Company or the Administrator, if there has been no
Change of Control of the Company within five (5) years after the effective date
of this Plan. After such five (5) year period, the Company, acting through its
Chief Executive Officer or such other person or committee appointed by its Board
of Directors, reserves the right to amend or terminate the Plan at any time,
without the consent of any person or entity. Such amendment or termination shall
not affect benefits to which an Eligible Employee who has already been
terminated may be entitled to under the Plan prior to such amendments or
termination.

      In the event of a Change of Control, this Plan may not be amended for a
period of eighteen (18) months after the Change of Control. After such eighteen
(18) month period, the Company, acting through its Chief Executive Officer or
such other person or committee appointed by its Board of Directors, reserves the
right to amend or terminate the Plan at any time, without the consent of any
person or entity. Such amendment or termination shall not affect benefits to
which an Eligible Employee who has already been terminated may be entitled to
under the Plan prior to such amendments or termination.

                    ARTICLE IX - MISCELLANEOUS INFORMATION

      9.1 LIMITATION OF RIGHTS. Neither the establishment of the Plan nor any
amendment thereof, nor the payment of any benefits, will be construed as giving
to any Eligible Employee, or other person any legal or equitable right against
the Company or any person acting on behalf of the Company, except as expressly
provided herein. Likewise, nothing appearing in or done pursuant to the Plan
shall be held or construed to create a contract of employment with any Eligible
Employee, to obligate the Company to continue the service of the Eligible
Employee or to affect or modify his or her terms of employment in any way.

      9.2 GOVERNING LAW. The provisions of the Plan shall be construed, enforced
and administered according to ERISA and any otherwise applicable Federal law
and, to the extent not preempted by federal law, the laws of the State of Texas.


      9.3 SEVERABILITY. If any provision of the Plan is held invalid or
unenforceable, its validity or unenforceability shall not affect any other
provisions of the Plan, and the Plan shall be construed and enforced as if such
provision had not been included herein.

      9.4 CAPTIONS. The captions contained herein are inserted only as a matter
of convenience and for reference and in no way define, limit, enlarge or
describe the scope or intent of the Plan, nor in any way shall affect the Plan
or the construction of any provision thereof.

      9.5 GENDER AND NUMBERS. A pronoun or adjective in the masculine or
feminine gender include both genders, and the singular includes the plural, and
vice versa, unless the context clearly indicates otherwise.

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      9.6 SPENDTHRIFT PROVISION. No benefit, right or interest of any person
hereunder shall be subject to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, seizure, attachment or legal,
equitable or other process or be liable for, or subject to, the debts,
liabilities or other obligations of such persons, except as otherwise required
by law.

      9.7 MISTAKEN PAYMENTS. Any amounts paid to an Eligible Employee or other
person in excess of the amount to which he is entitled hereunder shall be repaid
by the Eligible Employee or other person promptly following receipt by the
Eligible Employee or other person of a notice of such excess payments. In the
event such repayment is not made by the Eligible Employee or other person, the
Administrator shall have right to offset such repayment amounts against any
amounts owed to the Eligible Employee or other person by the Company, unless
otherwise prohibited by law, until the entire amount of such excess payments are
recovered by the Administrator.

      9.8 INFORMATION REQUESTED. Eligible Employee or other persons shall
provide the Company, the Administrator, and their authorized representatives
with such information and evidence, and shall sign such documents, as may
reasonably be requested from time to time for the purpose of administration of
the Plan.

                                       Dawson Production Services, Inc.


                                       By:/s/ MICHAEL E. LITTLE
                                          Its: President and Chief Executive 
                                               Officer

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             Attachment A to the Dawson Production Services, Inc.
                         Employee Severance Pay Plan

                       DAWSON PRODUCTION SERVICES, INC.
                         EMPLOYEE SEVERANCE PAY PLAN
                                  CLAIM FORM

Name of Plan: Dawson Production Services, Inc. Employee Severance Pay Plan


                       THIS CLAIM FORM MUST BE RETURNED
         WITHIN THIRTY (30) WORKING DAYS OF YOUR DATE OF TERMINATION

      As explained in the Dawson Production Services, Inc., Employee Severance
Pay Plan and Summary Plan Description, you may make a claim for Severance
Benefits by completing and signing this form. If you apply for Severance
Benefits and the Administrator determines that you otherwise satisfy the
requirements to qualify for those benefits and approves your application, you
will receive Severance Benefits pursuant to the terms of the Dawson Production
Services, Inc. Severance Pay Plan. To make a claim for Severance Benefits,
return the completed form to the Administrator, c/o Human Resources Department
of Dawson Production Services, Inc.,112 East Pecan Street, Suite 1000, San
Antonio, Texas 78205 within thirty (30) days of your Termination Date.

      I have read the Dawson Production Services, Inc. Employee Severance Pay
Plan Summary Plan Description, and I understand my rights under it. I understand
that my claim for Severance Benefits under the Plan will be reviewed by the
Administrator and that approval of my application for Severance Benefits will be
granted or denied based on the terms of the Dawson Production Services, Inc.
Employee Severance Pay Plan.

            Your signature:                  _______________________________
            Your Printed Name:               _______________________________
            Date:                            _______________________________
            Address:                         _______________________________
            Telephone:                       _______________________________
--------------------------------------------------------------------------------
Received by Administrator:_________________________Date:__________Time:_________

Severance Claim, check only ONE:_____________Approved _____________Disapproved

By:   _____________________________
    Manager Human Resources

Severance Date:__________________

Reason for Disapproval (if applicable):_________________________________________