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                              EMPLOYMENT AGREEMENT



     This Employment Agreement ("Agreement") is entered into between IRI
International Corporation, a Delaware corporation having offices at 1000
Louisiana, Suite 5900, Houston, Texas 77002 ("Employer"), and Robert L.
Hargrave, ("Employee"), to be effective as of the Closing Date (as defined in
that certain Agreement of Merger of even date herewith among Employer, Arrow
Acquisition Corp. and National-Oilwell, Inc.

     Employer is desirous of continuing to employ Employee pursuant to the terms
and conditions and for the consideration set forth in this Agreement and of
terminating any prior employment agreement or arrangement, and Employee is
desirous of continuing in the employ of Employer pursuant to such terms and
conditions and for such consideration set forth in this Agreement and of
terminating any prior existing employment agreement or arrangement.

     NOW, THEREFORE, for and in consideration of the mutual promises, covenants,
and obligations contained herein, Employer and Employee agree as follows:

1.   EMPLOYMENT AND DUTIES:

     1.1. Employer agrees to continue to employ Employee, and Employee agrees to
be employed by Employer throughout the Term (as defined below) of this
Agreement, subject to the terms and conditions of this Agreement.

     1.2 Employee shall serve as Vice Chairman and Chief Financial Officer of
the Employer and shall report to the Chief Executive Officer of Employer.
Employee agrees to serve in the assigned position and to perform diligently and
to the best of Employee's abilities the duties and services appertaining to such
position as determined by Employer, as well as such additional or different
duties and services appropriate to such position which Employee from time to
time may be reasonably directed to perform by Employer; provided, that the
Employee shall not be forced to relocate anywhere other than the metropolitan
areas of Houston, Texas or any other city where Employee is located as of the
date of this Agreement. Employer will provide Employee with those resources
reasonably required for the performance of his duties hereunder. Employee shall
at all times comply with and be subject to such generally applicable policies
and procedures as Employer may establish from time to time.

     1.3. Employee shall, during the period of Employee's employment by
Employer, devote Employee's full business time, energy, and best efforts to the
business and affairs of Employer. Employee may not engage, directly or
indirectly, in any other business, investment, or activity that interferes with
Employee's performance of Employee's duties hereunder, is contrary to the
interests of Employer or any of its subsidiaries or affiliates or requires any
significant portion of Employee's business time; provided, however, that
Employee may have other business, personal, and civic interests which, from time
to time, require portions of his time but which (i) do not and will not
interfere with the performance of his duties hereunder and (ii) are not and will
not be competitive with the Relevant Business (as defined herein). Such other

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interests may include service on boards and governing bodies of charitable,
cultural, educational, and other non-profit organizations, and on the boards of
other enterprises that do not engage in any business in competition with the
Relevant Business.

     1.4. Employee acknowledges and agrees that Employee owes a fiduciary duty
of loyalty, fidelity and allegiance to act at all times in the best interests of
Employer, any of its subsidiaries or affiliates, and to do no act which would
injure the business, interests, or reputation of Employer or any of its
subsidiaries or affiliates. In keeping with these duties, Employee shall make
full disclosure to Employer of all business opportunities pertaining to
Employer's business and shall not appropriate for Employee's own benefit
business opportunities concerning the subject matter of the fiduciary
relationship.

2.   COMPENSATION AND BENEFITS:

     2.1. Employee's initial base salary under this Agreement shall be
($_________) per annum, and shall be paid in installments in accordance with
Employer's standard payroll practice. Employee's base salary may be increased
from time to time by Employer and, after any such change, Employee's new level
of base salary shall be Employee's base salary for purposes of this Agreement
until the effective date of any subsequent change.

     2.2. Employer and Employee may enter into separate written stock option
agreements pursuant to which Employee may be granted options to purchase shares
of common stock of Employer subject to the terms and conditions of any such
agreement. The number of shares and terms of the restrictions placed upon
exercising the options shall be as specified in any such agreement. Employee
acknowledges that his participation in any Employer stock option plans shall be
subject to the Board of Directors approval of his participation

     2.3. Employer's current management incentive program (or such other name as
it has adopted) and the Board of Directors approval of his participation shall
govern employee's participation, if any, in any bonus plans.

     2.4. While employed by Employer, Employee shall be allowed to participate,
on the same basis generally as other employees of Employer, in all general
employee benefit plans and programs, including improvements or modifications of
the same, which on the effective date or thereafter are made available by
Employer to all or substantially all of Employer's employees. Such benefits,
plans, and programs may include, without limitation, medical, health, and dental
care, life insurance, disability protection, and pension plans. Nothing in this
Agreement is to be construed or interpreted to provide greater rights,
participation, coverage, or benefits under such benefit plans or programs than
provided to similarly situated employees pursuant to the terms and conditions of
such benefit plans and programs.

     2.5. Employer shall not by reason of this Article 2 be obligated to
institute, maintain, or refrain from changing, amending, or discontinuing, any
such incentive compensation or
<PAGE>   3

employee benefit program or plan, so long as such actions are similarly
applicable to covered employees generally. Moreover, unless specifically
provided for in a written plan document adopted by the Board of Directors of
Employer, none of the benefits or arrangements described in this Article 2 shall
be secured or funded in any way, and each shall instead constitute an unfunded
and unsecured promise to pay money in the future exclusively from the general
assets of Employer and its subsidiaries and affiliates.

     2.6 Employer may withhold from any compensation, benefits, or amounts
payable under this Agreement all federal, state, city, or other taxes as may be
required pursuant to any law or governmental regulation or ruling.

3.   TERM OF THIS AGREEMENT, EFFECT OF EXPIRATION OF TERM, AND TERMINATION PRIOR
     TO EXPIRATION OF TERM AND EFFECTS OF SUCH TERMINATION:

     3.1. The term of this Agreement shall be for one (1) year from the date
hereof, and shall be automatically extended for successive terms of one year
commencing on the first anniversary of the effective date of this Agreement, and
on each anniversary date thereafter, unless Employer or Employee gives written
notice to the other, not less than ninety (90) days prior to the next succeeding
anniversary date, that employment will not be renewed or continued hereunder
following such anniversary date.

     3.2. Notwithstanding any other provisions of this Agreement, Employer shall
have the right to terminate Employee's employment under this Agreement at any
time for any of the following reasons:

     (i)  For "cause" upon the determination by the Employer's Board of
          Directors that "cause" exists for the termination of the employment
          relationship. As used in this Section 3.2(i), the term "cause" shall
          mean (a) Employee has engaged in gross negligence, incompetence or
          willful misconduct in the performance of, or Employee's refusal to
          perform, the duties and services required of Employee pursuant to this
          Agreement; (b) Employee has committed any fraudulent or dishonest acts
          involving Employer or has been convicted of a crime involving moral
          turpitude; or (c) Employee's breach of any material provision of this
          Agreement or corporate code or policy. A decision as to whether
          "cause" exists for termination of the employment relationship with
          Employee shall be made by the Employer's Board of Directors. Employee,
          if he so requests, after reasonable notice that cause exists, shall be
          entitled to be heard before the Employer's Board of Directors. If
          Employee disagrees with the decision reached by the Employer's Board
          of Directors, any dispute will be limited to whether the Employer's
          Board of Directors reached its decision in good faith;


     (ii) for any other reason whatsoever, including termination without cause,
          in the sole discretion of Employer's Chief Executive Officer or
          Employer's Board of Directors;
<PAGE>   4

     (iii) upon Employee's death; or

     (iv) upon Employee becoming incapacitated by accident, sickness, or other
          circumstance which in the reasonable opinion of a qualified doctor
          approved by the Executive Committee or Employer's Board of Directors
          renders him mentally or physically incapable of performing the duties
          and services required of Employee, and which will continue in the
          reasonable opinion of such doctor for a period of not less than 180
          days.

The termination of Employee's employment shall constitute a "Termination for
Cause" if made pursuant to Section 3.2(i); the effect of such termination is
specified in Section 3.4. The termination of Employee's employment shall
constitute an "Involuntary Termination" if made pursuant to Section 3.2(ii); the
effect of such termination is specified in Section 3.5. The effect of the
employment relationship being terminated pursuant to Section 3.2(iii) as a
result of Employee's death is specified in Section 3.7. The effect of the
employment relationship being terminated pursuant to Section 3.2(iv) as a result
of the Employee becoming incapacitated is specified in Section 3.8.

     3.3. Notwithstanding any other provisions of this Agreement, Employee shall
have the right to terminate the employment relationship under this Agreement at
any time for any of the following reasons:

     (i)  a material breach by Employer of any material provision of this
          Agreement, including, without limitation, a material reduction in
          Employee's title, position, duties, responsibilities, and authority to
          such an extent that Employee is relegated to a position substantially
          inferior to that which he shall hold with Employer at the commencement
          of this Agreement, or elimination of Employee's job and him not being
          offered employment by Employer or a successor to all or a portion of
          Employer's business or assets, with (a) comparable responsibilities,
          (b) the same or greater base salary, (c) comparable value for his
          participation in any stock option plans and (d) comparable severance
          benefits, and then only if any such breach remains uncorrected for 30
          days following written notice of such breach by Employee to Employer's
          Board of Directors

     (ii) (x) Employer completes a merger or consolidation, a sale of all or
          substantially all of its assets of Employer, or the sale of all of its
          outstanding common stock, in each case in which all of the
          stockholders of Employer receive in such transaction cash and/or
          securities that are publicly traded, and (y) Employee's employment is
          terminated after such transaction by virtue of an Involuntary
          Termination within ninety (90) days after the completion of such
          transaction;


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     (iii) any corporation, person or group within the meaning of Sections
          13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as
          amended (the "Act"), becomes the beneficial owner (within the meaning
          of Rule 13d-3 under the Act) of voting securities of Employer
          representing more than fifty percent of the total votes eligible to be
          cast at any election of directors of Employer and Employee's
          employment is terminated after such event by virtue of Involuntary
          Termination within ninety (90) days after the occurrence of such
          event;

     (iv) the dissolution of Employer; or

     (v)  for any other reason whatsoever, in the sole discretion of Employee.

The termination of Employee's employment by Employee shall constitute an
"Involuntary Termination" if made pursuant to Section 3.3(i), 3.3(ii), 3.3(iii)
or 3.3(iv); the effect of such termination is specified in Section 3.5. The
termination of Employee's employment by Employee shall constitute a "Voluntary
Termination" if made pursuant to Sections 3.3(v); the effect of such termination
is specified in Section 3.4.

     3.4. Upon a "Voluntary Termination" of the employment relationship by
Employee or a termination of the employment relationship for "Cause" by
Employer, all future compensation to which Employee is entitled and future
benefits for which Employee is eligible shall cease and terminate as of the date
of termination. Employee shall be entitled to pro rata salary through the date
of such termination, but Employee shall not be entitled to any bonuses not yet
paid at the date of such termination.

     3.5. Upon an Involuntary Termination of the employment relationship by
either Employer or Employee pursuant to Sections 3.2(ii), 3.3(i), 3.3(ii),
3.3(iii) or 3.3 (iv), Employee shall be entitled, in consideration of Employee's
continuing obligations hereunder after such termination (including, without
limitation, Employee's non-competition obligations), to receive a lump sum
payment equal to 150% of Employee's base salary for the year in which
termination occurs. Employee's rights under this Section 3.5 are Employee's sole
and exclusive rights against Employer or its subsidiaries or affiliates, and
Employer's and its subsidiaries' and affiliates' sole and exclusive liability to
Employee under this Agreement, in contract, tort, or otherwise, for any
Involuntary Termination of the employment relationship, provided however,
Employee's rights and obligations with respect to Employee stock options, if
any, are governed the controlling option agreement.

     3.6. Employee covenants not to sue or lodge any claim, demand or cause of
action against Employer based on Involuntary Termination for any monies other
than those specified in Section 3.5. If Employee breaches this covenant,
Employer and its subsidiaries' and affiliates' shall be entitled to recover from
Employee all sums expended by Employer and its subsidiaries and affiliates
(including costs and attorneys fees) in connection with such suit, claim, demand
or cause of action. Employer and its subsidiaries and affiliates shall not be
entitled to offset any of the amounts specified in the immediately preceding
sentence against amounts otherwise owing by Employer and its subsidiaries and
affiliates to Employee prior to a final determination under
<PAGE>   6

the terms of the arbitration provisions of this Agreement that Employee has
breached the covenant contained in this Section 3.6.

     3.7. Upon termination of the employment relationship as a result of
Employee's death, Employee's heirs, administrators, or legatees shall be
entitled to Employee's pro rata salary through the date of such termination, but
Employee's heirs, administrators, or legatees shall not be entitled to any
individual bonuses not yet paid to Employee at the date of such termination.

     3.8. Upon termination of the employment relationship as a result of
Employee's incapacity, Employee shall be entitled to his pro rata salary for a
period of six months following the date of such termination, but Employee shall
not be entitled to any individual bonuses not yet paid to Employee at the date
of such termination.

     3.9. In all cases, the compensation and benefits payable to Employee under
this Agreement upon termination of the employment relationship shall be reduced
and offset by any amounts to which Employee may otherwise be entitled under any
and all severance plans or policies of Employer or its subsidiaries or
affiliates or any successor to all or a portion of the business or assets of
Employer; provided, however, that no sums received by Employee pursuant to
Employer's pension and retirement and thrift plan shall be considered a payment
requiring offset under this Section.

     3.10. Termination of the employment relationship shall not terminate those
obligations imposed by this Agreement which are continuing in nature, including,
without limitation, Employee's obligations of confidentiality, non-competition
and Employee's continuing obligations with respect to business opportunities
that had been entrusted to Employee by Employer during the employment
relationship.

     3.11. This Agreement governs the rights and obligations of Employer and
Employee with respect to Employee's salary and other perquisites of employment.
Except as otherwise provided in this Agreement, Employee's rights and
obligations with respect to any Employee stock options and other incentive
awards shall be governed by the applicable plans, awards, or other governing
documents.

4.   UNITED STATES FOREIGN CORRUPT PRACTICES ACT AND OTHER LAWS:

     4.1. Employee shall at all times comply with United States laws applicable
to Employee's actions on behalf of Employer and its subsidiaries and affiliates,
including specifically, without limitation, the United States Foreign Corrupt
Practices Act, generally codified in 15 USC 78 (FCPA), as the FCPA may hereafter
be amended, and/or its successor statutes. If Employee pleads guilty to or nolo
contendre or admits civil or criminal liability under the FCPA or other
applicable United States law, or if a court finds that Employee has personal
civil or criminal liability under the FCPA or other applicable
<PAGE>   7

United States law, or if a court finds that Employee committed an action
resulting in Employer or any of its subsidiaries or affiliates having civil or
criminal liability or responsibility under the FCPA or other applicable United
States law, such action or finding shall constitute "cause" for termination
under this Agreement unless Employer's Board of Directors determines that the
actions found to be in violation of the FCPA or other applicable United States
law were taken in good faith and in compliance with all applicable policies of
Employer. Moreover, to the extent that Employer or its subsidiaries or
affiliates is found or held responsible for any civil or criminal fines or
sanctions of any type under the FCPA or other applicable United States law or
suffers other damages as a result of Employee's actions, Employee shall be
responsible for, and shall reimburse and pay to that entity an amount of money
equal to, such civil or criminal fines, sanctions or damages. The rights
afforded Employer or its subsidiaries and affiliates under this provision are in
addition to any and all rights and remedies otherwise afforded by the law.

5.   OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS:

     5.1. All information, ideas, concepts, improvements, discoveries, and
inventions, whether patentable or not, which are conceived, made, developed or
acquired by Employee, individually or in conjunction with others, during
Employee's employment by Employer (whether during business hours or otherwise
and whether on Employer's premises or otherwise) which relate to Employer's or
any of its subsidiaries' or affiliates' businesses, products or services
(including, without limitation, all such information relating to corporate
opportunities, research, financial and sales data, pricing and trading terms,
evaluations, opinions, interpretations, acquisition prospects, the identity of
customers or their requirements, the identity of key contacts within the
customer's organizations or within the organization of acquisition prospects, or
marketing and merchandising techniques, prospective names, and marks) shall be
disclosed to Employer and are and shall be the sole and exclusive property of
Employer. Upon termination of Employee's employment, for any reason, Employee
promptly shall deliver the same, and all copies thereof, to Employer.

     5.2. Employee will not, at any time during or after his employment by
Employer, make any unauthorized disclosure of any confidential business
information or trade secrets of Employer or its subsidiaries or affiliates, or
make any use thereof, except in the carrying out of his employment
responsibilities hereunder. Employer's subsidiaries and affiliates shall be
third party beneficiaries of Employee's obligations under this Section. As a
result of Employee's employment by Employer, Employee may also from time to time
have access to, or knowledge of, confidential business information or trade
secrets of third parties, such as customers, suppliers, partners, joint
ventures, and the like, of Employer and its subsidiaries and affiliates.
Employee also agrees to preserve and protect the confidentiality of such third
party confidential information and trade secrets to the same extent, and on the
same basis, as Employer's or any of their subsidiaries' or affiliates'
confidential business information and trade secrets.


     5.3. If, during Employee's employment by Employer, Employee creates any
original work of authorship fixed in any tangible medium of expression which is
the subject matter of

<PAGE>   8

copyright (such as videotapes, written presentations on acquisitions, computer
programs, E-mail, voice mail, electronic databases, drawings, maps,
architectural renditions, models, manuals, brochures, or the like) relating to
Employer's or any of its subsidiaries' or affiliates' businesses, products, or
services, whether such work is created solely by Employee or jointly with others
(whether during business hours or otherwise and whether on Employer's or any of
its subsidiaries' or affiliates' premises or otherwise), Employer shall be
deemed the author of such work if the work is prepared by Employee in the scope
of his employment; or, if the work is not prepared by Employee within the scope
of his employment but is specially ordered by Employer or any of its
subsidiaries or affiliates as a contribution to a collective work, as a part of
a motion picture or other audiovisual work, as a translation, as a supplementary
work, as a compilation, or as an instructional text, then the work shall be
considered to be work made for hire and Employer or any of its subsidiaries or
affiliates shall be the author of the work. If such work is neither prepared by
Employee within the scope of his employment nor a work specially ordered that is
deemed to be a work made for hire, then Employee hereby agrees to assign, and by
these presents does assign, to Employer all of Employee's worldwide right,
title, and interest in and to such work and all rights of copyright therein.

     5.4. Both during the period of Employee's employment by Employer and
thereafter, Employee shall assist Employer or any of its subsidiaries or
affiliates and their nominees, at any time, in the protection of Employer's or
any of its subsidiaries' or affiliates' worldwide right, title, and interest in
and to information, ideas, concepts, improvements, discoveries, and inventions,
and its copyrighted works, including without limitation, the execution of all
formal assignment documents requested by Employer or any of its subsidiaries or
affiliates or their nominees and the execution of all lawful oaths and
applications for applications for patents and registration of copyright in the
United States and foreign countries.

6.   POST-EMPLOYMENT NON-COMPETITION OBLIGATIONS:

     6.1. As part of the consideration for the compensation and benefits to be
paid to Employee hereunder, and as an additional incentive for Employer to enter
into this Agreement, Employer and Employee agree to the non-competition
provisions of this Article 6. Employee agrees that during the period of
Employee's non-competition obligations hereunder, Employee will not, directly or
indirectly for Employee or for others, in any county within the State of Texas,
and to the extent allowed by law, in any geographic area or market where
Employer or any of its subsidiaries or affiliated companies are engaged in the
Relevant Business as of the date of termination of the employment relationship
or have during the previous twelve months engaged in the Relevant Business:

     (i)  engage in the business of the design, manufacture, sale, repair and
          distribution of products used in oil and gas drilling and production
          and any other business engaged in by the Employer immediately prior to
          the date of this Agreement (the "Relevant Business");

     (ii) render advice or services to, or otherwise assist, any other person,
          association, or entity who is engaged, directly or indirectly, in the
          Relevant Business; and
<PAGE>   9

     (iii) induce any employee of Employer or any of its subsidiaries or
          affiliates to terminate his or her employment with Employer or any of
          its subsidiaries or affiliates, or hire or assist in the hiring of any
          such employee by any person, association, or entity not affiliated
          with Employer or any of its subsidiaries or affiliates; provided,
          however, that this clause (iii) shall not apply to responses to
          general advertising not directed toward employees of Employer or any
          of its subsidiaries or affiliates.

These non-competition obligations shall apply during Employee's employment and
for a period of one (1) year after termination of employment. After termination
of employment these non-competition obligations shall apply only to businesses
having annual revenues in excess of $20 million dollars competitive with any
line of business conducted by Employer or any of its subsidiaries having annual
revenues in excess of $20 million dollars for the last fiscal year prior to the
time of termination. If Employer or any of its subsidiaries or affiliates
abandons a particular aspect of its business, that is, ceases such aspect of its
business with the intention to permanently refrain from such aspect of its
business, then this post-employment non-competition covenant shall not apply to
such former aspect of that business.

     6.2. Employee understands that the foregoing restrictions may limit his
ability to engage in certain businesses during the period provided for above,
but acknowledges that Employee will receive sufficiently high remuneration and
other benefits (e.g., the right to receive compensation under Section 3.5 for
the remainder of the Term upon Involuntary Termination) under this Agreement to
justify such restriction. Employee acknowledges that money damages would not be
sufficient remedy for any breach of this Article 6 by Employee, and Employer or
any of its subsidiaries or affiliates shall be entitled to enforce the
provisions of this Article 6 by terminating any payments then owing to Employee
under this Agreement and/or to specific performance and injunctive relief as
remedies for such breach or any threatened breach. Such remedies shall not be
deemed the exclusive remedies for a breach of this Article 6, but shall be in
addition to all remedies available at law or in equity to Employer or any of its
subsidiaries or affiliates, including, without limitation, the recovery of
damages from Employee and his agents involved in such breach.

     6.3. It is expressly understood and agreed that Employer and Employee
consider the restrictions contained in this Article 6 to be reasonable and
necessary to protect the proprietary information of Employer and its
subsidiaries and affiliates. Nevertheless, if any of the aforesaid restrictions
are found by a court having jurisdiction to be unreasonable, or overly broad as
to geographic area or time, or otherwise unenforceable, the parties intend for
the restrictions therein set forth to be modified by such courts so as to be
reasonable and enforceable and, as so modified by the court, to be fully
enforced.

7.        EMPLOYEE CONFIDENTIALITY COMMITMENT:

     7.1 In the course of employment, Employer will provide Employee with a
great deal

<PAGE>   10

of proprietary, confidential, and restricted information, including Trade
Secrets (as herein defined), not known to those outside of Employer
(collectively, "Confidential Information"). "Trade Secrets" are any information,
including a formula, pattern, compilation, program, device, method, technique,
or process, that derives independent economic value, actual or potential, from
not being generally known to the public or to other persons who can obtain
economic value from its disclosure or use is the subject of efforts that are
reasonable under circumstances to maintain its secrecy.

     7.2 Employee shall not disclose or make use of Employer's Confidential
Information to anyone not employed by either Employer without written
authorization. Employee shall be bound by Employer's rules governing company
trade secret usage and will not use Employer's Trade Secrets outside the scope
of Employee's employment. Employee further shall not disclose or use Employer's
Confidential Information for any purpose for a period of one (1) year after
employment with Employer is terminated.

     7.3 Employee will not disclose any Confidential Information to persons
(including other employees of Employer unless such persons have executed a
declaration similar to this one); provided, however, that Employee may make such
disclosure if required by law. Employee will hold Confidential Information in
trust, and consistently exercise all reasonable precautions to ensure that it is
not disclosed to any unauthorized persons, or used in any unauthorized manner,
published, or otherwise disseminated, either during or subsequent to, employment
with Employer, and will immediately report to Employer any breach or violation
of the commitments made in this declaration, whether the breach or violation is
intentional or inadvertent.

     7.4 Employee acknowledges that the Confidential Information, particularly
regarding Trade Secrets, is material to the successful and profitable operation
of Employer, and if such Confidential Information is improperly divulged, it
will constitute an irreparable injury to Employer. Therefore, Employee consents
to the imposition of whatever injunctive or other relief Employer deems
necessary or appropriate in order to protect the Confidential Information.

     7.5 In the event Employee has any question as to whether information is to
be covered by the terms of this Section, Employee shall treat such information
as Confidential Information, and as such, falling under the terms and
obligations of this Section.

8.   MISCELLANEOUS:

     8.1. For purposes of this Agreement the terms "affiliates" or "affiliated"
means an entity who directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with Employer.

     8.2. Employer and Employee shall refrain, both during the employment
relationship and after the employment relationship terminates, from publishing
any oral or written statements about each other or any of Employer's
subsidiaries' or affiliates' directors, officers, employees,
<PAGE>   11

agents or representatives that are slanderous, libelous, or defamatory; or that
disclose private or confidential information about Employee's or Employer's or
any of its subsidiaries' or affiliates' business affairs, officers, employees,
agents, or representatives; or that constitute an intrusion into the seclusion
or private lives of Employee or Employer's or any of its subsidiaries' or
affiliates' directors, officers, employees, agents, or representatives; or that
give rise to unreasonable publicity about the private lives of Employee or
Employer's or any of its subsidiaries' or affiliates' officers, employees,
agents, or representatives; or that place Employee or Employer or any of its
subsidiaries or affiliates or their respective officers, employees, agents, or
representatives in a false light before the public; or that constitute a
misappropriation of the name or likeness of Employee or Employer or any of its
subsidiaries or affiliates or their respective officers, employees, agents, or
representatives. A violation or threatened violation of this prohibition may be
enjoined.

     8.3. For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly
given when personally delivered or when mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Employer to:

         IRI International Corporation
         1000 Louisiana, Suite 5900
         Houston, Texas  77002

         Attn:  Hushang Ansary, Chairman and Chief Executive Officer
         Fax:  (713) 659-3137

with a copy to:

         Jones, Day, Reavis & Pogue
         599 Lexington Avenue
         New York, NY  10022

         Attn:  Mr. William F. Henze II
         Fax:   (212) 755-7306

If to Employee, to the address reflected in Employer's records as his residence.

Either Employer or Employee may furnish a change of address to the other in
writing in accordance herewith, except that notices of changes of address shall
be effective only upon receipt.

     8.4. This Agreement shall be governed in all respects by the laws of the
State of Texas, excluding any conflict-of-law rule or principle that might refer
the construction of the Agreement to the laws of another State or country.



<PAGE>   12



     8.5. No failure by either party hereto at any time to give notice of any
breach by the other party of, or to require compliance with, any condition or
provision of this Agreement shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.

     8.6. It is a desire and intent of the parties that the terms, provisions,
covenants, and remedies contained in this Agreement shall be enforceable to the
fullest extent permitted by law. If any such term, provision, covenant, or
remedy of this Agreement or the application thereof to any person, association,
or entity or circumstances shall, to any extent, be construed to be invalid or
unenforceable in whole or in part, then such term, provision, covenant, or
remedy shall be construed in a manner so as to permit its enforceability under
the applicable law to the fullest extent permitted by law. In any case, the
remaining provisions of this Agreement or the application thereof to any person,
association, or entity or circumstances other than those to which they have been
held invalid or unenforceable, shall remain in full force and effect.

     8.7. Any and all claims, demands, cause of action, disputes, controversies
and other matters in question arising out of or relating to this Agreement, any
provision hereof, the alleged breach thereof, or in any way relating to the
subject matter of this Agreement, involving Employer, its subsidiaries and
affiliates and Employee (all of which are referred to herein as "Claims"), even
though some or all of such Claims allegedly are extra-contractual in nature,
whether such Claims sound in contract, tort or otherwise, at law or in equity,
under state or federal law, whether provided by statute or the common law, for
damages or any other relief, including equitable relief and specific
performance, shall be resolved and decided by binding arbitration pursuant to
the Federal Arbitration Act in accordance with the Commercial Arbitration Rules
then in effect with the American Arbitration Association. In the arbitration
proceeding the Employee shall select one arbitrator, the Employer shall select
one arbitrator and the two arbitrators so selected shall select a third
arbitrator. Should one party fail to select an arbitrator within five days after
notice of the appointment of an arbitrator by the other party or should the two
arbitrators selected by the Employee and the Employer fail to select an
arbitrator within ten days after the date of the appointment of the last of such
two arbitrators, any person sitting as a Judge of the United States District
Court of any District in Texas, upon application of the Employee or the
Employer, shall appoint an arbitrator to fill such space with the same force and
effect as though such arbitrator had been appointed in accordance with the
immediately preceding sentence of this Section 8.7. The decision of a majority
of the arbitrators shall be binding on the Employee, the Employer and its
subsidiaries and affiliates. The arbitration proceeding shall be conducted in
Houston, Texas. Judgment upon any award rendered in any such arbitration
proceeding may be entered by any federal or state court having jurisdiction.
This agreement to arbitrate shall be enforceable in either federal or state
court. The enforcement of this agreement to arbitrate and all procedural aspects
of this Agreement to arbitrate, including but not limited to, the construction
and interpretation of this agreement to arbitrate, the scope of the arbitrable
issues, allegations of waiver, delay or defenses to arbitrability, and the rules
governing the conduct of the arbitration, shall be governed by and construed
pursuant to the Federal Arbitration Act.



<PAGE>   13
     In deciding the substance of any such Claim, the Arbitrators shall apply
the substantive laws of the State of Texas; provided, however, that the
Arbitrators shall have no authority to award treble, exemplary or punitive type
damages under any circumstances regardless of whether such damages may be
available under Texas law, the parties hereby waiving their right, if any, to
recover treble, exemplary or punitive type damages in connection with any such
Claims.

     8.8. This Agreement shall be binding upon and inure to the benefit of
Employer, its subsidiaries and affiliates, and any other person, association, or
entity which may hereafter acquire or succeed to all or a portion of the
business or assets of Employer by any means whether direct or indirect, by
purchase, merger, consolidation, or otherwise. Employee's rights and obligations
under this Agreement are personal and such rights, benefits, and obligations of
Employee shall not be voluntarily or involuntarily assigned, alienated, or
transferred, whether by operation of law or otherwise, by Employee without the
prior written consent of Employer.

     8.9. Except as provided in (1) written company policies promulgated by
Employer dealing with issues such as securities trading, business ethics,
governmental affairs and political contributions, consulting fees, commissions
and other payments, compliance with law, investments and outside business
interests as officers and employees, reporting responsibilities, administrative
compliance, and the like, (2) the written benefits, plans, and programs
referenced in Sections 2.2, 2.3 and 2.4, or (3) any signed written agreements
contemporaneously or hereafter executed by Employer and Employee, this Agreement
constitutes the entire agreement of the parties with regard to such subject
matters, and contains all of the covenants, promises, representations,
warranties, and agreements between the parties with respect to such subject
matters and replaces and merges previous agreements and discussions pertaining
to the employment relationship between Employer and Employee. Specifically, but
not by way of limitation, any other employment agreement or arrangement in
existence as of the date hereof between Employer and Employee is hereby canceled
and Employee hereby irrevocably waives and renounces all of Employee's rights
and claims under any such agreement or arrangement.



     IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement
in multiple originals to be effective on the date first stated above.


EMPLOYEE
                                        International Corporation
                                        IRI

By: /s/ Robert L. Hargrave              By: /s/ Hushang Ansary
    ---------------------------             ----------------------------
                                        Title:  Chairman