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                                                                    EXHIBIT 10.8


                               EXECUTIVE AGREEMENT

         This Executive Agreement ("Agreement") between Oil States
International, Inc., a Delaware corporation (the "Company"), and Douglas E.
Swanson (the "Executive") is made and entered into effective as of the date of
the consummation of the initial public offering of the common stock of the
Company (the "Effective Date").

         WHEREAS, Executive is a key executive of the Company or a subsidiary;
and

         WHEREAS, the Company believes it to be in the best interests of its
stockholders to attract, retain and motivate key executives and ensure
continuity of management; and

         WHEREAS, it is in the best interest of the Company and its stockholders
if the key executives can approach material business development decisions
objectively and without concern for their personal situation; and

         WHEREAS, the Company recognizes that the possibility of a Change of
Control (as defined below) of the Company may result in the departure of key
executives to the detriment of the Company and its stockholders; and

         WHEREAS, the Board of Directors of the Company has authorized this
Agreement and certain similar agreements in order to retain and motivate key
management and to ensure continuity of key management;

         THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Executive agree as
follows:

1.       TERM OF AGREEMENT

         A.   This Agreement shall commence on the Effective Date and, subject
              to the provisions for earlier termination in this Agreement, shall
              continue in effect through the third anniversary of the Effective
              Date; provided, however, commencing on the Effective Date and on
              each day thereafter, the term of this Agreement shall
              automatically be extended for one additional day unless the Board
              of Directors of the Company shall give written notice to Executive
              that the term shall cease to be so extended in which event the
              Agreement shall terminate on the third anniversary of the date
              such notice is given.

         B.   Notwithstanding anything in this Agreement to the contrary, this
              Agreement, if in effect on the date of a Change of Control, shall
              automatically be extended for the 24- month period following the
              Change of Control.

         C.   Termination of this Agreement shall not alter or impair any rights
              of Executive arising hereunder on or before such termination.


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2.       CERTAIN DEFINITIONS

         A.   "Cause" shall mean:

               (i)  Executive's conviction of (or plea of nolo contendere to) a
                    felony, dishonesty or a breach of trust as regards the
                    Company or any subsidiary;

               (ii) Executive's commission of any act of theft, fraud,
                    embezzlement or misappropriation against the Company or any
                    subsidiary that is materially injurious to the Company or
                    such subsidiary regardless of whether a criminal conviction
                    is obtained;

               (iii) Executive's willful and continued failure to devote
                    substantially all of his business time to the Company's
                    business affairs (excluding failures due to illness,
                    incapacity, vacations, incidental civic activities and
                    incidental personal time) which failure is not remedied
                    within a reasonable time after written demand is delivered
                    by the Company, which demand specifically identifies the
                    manner in which the Company believes that Executive has
                    failed to devote substantially all of his business time to
                    the Company's business affairs; or

               (iv) Executive's unauthorized disclosure of confidential
                    information of the Company that is materially injurious to
                    the Company.

                    For purposes of this definition, no act, or failure to act,
               on Executive's part shall be deemed "willful" unless done, or
               omitted to be done, by Executive not in good faith and without
               reasonable belief that Executive's action or omission was in the
               best interest of the Company.

         B.       "Change of Control" shall mean any of the following:

               (i)  any "person" (as such term is used in Section 13(d) and
                    14(d) of the Securities Exchange Act of 1934, as amended
                    (the "Exchange Act")), (other than a trustee or other
                    fiduciary holding securities under an employee benefit plan
                    of the Company or any affiliate, SCF III, L.P., SCF IV,
                    L.P., or any affiliate of SCF-III, L.P. or SCF-IV, L.P. or
                    any corporation owned, directly or indirectly, by the
                    stockholders of the Company in substantially the same
                    proportions as their ownership of stock of the Company),
                    acquires "beneficial ownership" (within the meaning of Rule
                    13d-3 under the Exchange Act) of securities of the Company
                    representing 35% or more of the combined voting power of the
                    Company's then outstanding securities; provided, however,
                    that if the Company engages in a merger or consolidation in
                    which the Company or surviving entity in such merger or
                    consolidation becomes a subsidiary of another entity, then
                    references to the Company's then outstanding securities
                    shall be deemed to refer to the outstanding securities of
                    such parent entity;


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               (ii) a change in the composition of the Board, as a result of
                    which fewer than a majority of the directors are Incumbent
                    Directors. "Incumbent Directors" shall mean directors who
                    either (i) are directors of the Company as of the Effective
                    Date, or (ii) are elected, or nominated for election, to the
                    Board with the affirmative votes of at least two-thirds of
                    the Incumbent Directors at the time of such election or
                    nomination, but Incumbent Director shall not include an
                    individual whose election or nomination occurs as a result
                    of either (1) an actual or threatened election contest (as
                    such terms are used in Rule 14a-11 of Regulation 14A
                    promulgated under the Exchange Act) or (2) an actual or
                    threatened solicitation of proxies or consents by or on
                    behalf of a person other than the Board of Directors of the
                    Company;

               (iii) the consummation of a merger or consolidation of the
                    Company with any other corporation, other than a merger or
                    consolidation which would result in the voting securities of
                    the Company outstanding immediately prior thereto continuing
                    to represent (either by remaining outstanding or by being
                    converted into voting securities of the surviving entity (or
                    if the surviving entity is or shall become a subsidiary of
                    another entity, then such parent entity)) more than 50% of
                    the combined voting power of the voting securities of the
                    Company (or such surviving entity or parent entity, as the
                    case may be) outstanding immediately after such merger or
                    consolidation;

               (iv) the stockholders of the Company approve a plan of complete
                    liquidation of the Company; or

               (v)  the sale or disposition (other than a pledge or similar
                    encumbrance) by the Company of all or substantially all of
                    the assets of the Company other than to a subsidiary or
                    subsidiaries of the Company.

         C.   "Date of Termination" shall mean the date the Notice of
              Termination is given unless such termination is by Executive in
              which event the Date of Termination shall not be less than 30 days
              following the date the Notice of Termination is given. Further, a
              Notice of Termination given by Executive due to a Good Reason
              event that is corrected by the Company before the Date of
              Termination shall be void.

         D.   "Good Reason" shall mean:

               (i)  a material reduction in Executive's authority, duties or
                    responsibilities from those in effect immediately prior to
                    the Change of Control or the assignment to Executive duties
                    or responsibilities inconsistent in any material respect
                    from those of Executive in effect immediately prior to the
                    Change of Control;

               (ii) a material reduction of Executive's compensation and
                    benefits, including, without limitation, annual base salary,
                    annual bonus, and equity incentive


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                     opportunities, from those in effect immediately prior to
                     the Change of Control;

              (iii)  the Company fails to obtain a written agreement from any
                     successor or assigns of the Company to assume and perform
                     this Agreement as provided in Section 9 hereof; or

              (iv)   the Company requires Executive, without Executive's
                     consent, to be based at any office located more than 50
                     miles from the Company's offices to which Executive was
                     based immediately prior to the Change of Control, except
                     for travel reasonably required in the performance of
                     Executive's duties.

              Notwithstanding the above however, Good Reason shall not exist
              with respect to a matter unless Executive gives the Company
              written notice of such matter within 30 days of the date Executive
              knows or should reasonably have known of its occurrence. If
              Executive fails to give such notice timely, Executive shall be
              deemed to have waived all rights Executive may have under this
              Agreement with respect to such matter.

         E.   "Notice of Termination" shall mean a written notice delivered to
              the other party indicating the specific termination provision in
              this Agreement relied upon for termination of Executive's
              employment and shall set forth in reasonable detail the facts and
              circumstances claimed to provide a basis for termination of
              Executive's employment under the provision so indicated.

         F.   "Protected Period" shall mean the 24-month period beginning on the
              effective date of a Change of Control.

         G.   "Target AICP" shall mean the targeted value of Executive's annual
              incentive compensation plan bonus for the year in which the Date
              of Termination occurs or the fiscal year immediately preceding the
              Change of Control, whichever is a greater amount.

         H.   "Termination Base Salary" shall mean Executive's base salary at
              the rate in effect at the time the Notice of Termination is given
              or, if a greater amount, Executive's base salary at the rate in
              effect immediately prior to the Change of Control.

3. NO EMPLOYMENT AGREEMENT.

         This Agreement shall be considered solely as a "severance agreement"
         obligating the Company to pay Executive certain amounts of compensation
         and to provide certain benefits in the event and only in the event of
         Executive's termination of employment for the specified reasons and at
         the times specified herein. The parties agree that this Agreement shall
         not be considered an employment agreement and that Executive is an "at
         will" employee of the Company.


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4. REGULAR SEVERANCE BENEFITS.

         Subject to Section 13, if the Company terminates Executive's employment
         (i) other than for Cause and (ii) not during the Protected Period,
         Executive shall receive the following compensation and benefits from
         the Company:

         A.   Within 15 days of the Date of Termination the Company shall pay to
              Executive in a lump sum, in cash, an amount equal to two times the
              sum of Executive's (i) Termination Base Salary and (ii) Target
              AICP.

         B.   Notwithstanding anything in any Company stock plan or grant
              agreement to the contrary, all restricted shares and restricted
              stock units of Executive shall become 100% vested and all
              restrictions thereon shall lapse as of the Date of Termination and
              the Company shall promptly deliver such shares to Executive.

         C.   For the 24-month period following the Date of Termination (the
              "Regular Severance Period"), the Company shall continue to provide
              Executive and Executive's eligible family members, based on the
              cost sharing arrangement between the Company and similarly
              situated active employees, with medical and dental health benefits
              and disability coverage and benefits at least equal to those which
              would have been provided to Executive if Executive's employment
              had not been terminated or, if more favorable to Executive, as in
              effect generally at any time during such period. Notwithstanding
              the foregoing, if Executive becomes eligible to receive medical,
              dental and disability benefits under another employer's plans
              during this Regular Severance Period, the Company's obligations
              under this Section 4C shall be reduced to the extent comparable
              benefits are actually received by Executive during such period,
              and any such benefits actually received by Executive shall be
              promptly reported by Executive to the Company. In the event
              Executive is ineligible under the terms of the Company's health
              and other welfare benefit plans or programs to continue to be so
              covered, the Company shall provide Executive with substantially
              equivalent coverage through other sources or will provide
              Executive with a lump sum payment in such amount that, after all
              taxes on that amount, shall be equal to the cost to Executive of
              providing Executive such benefit coverage. The lump sum shall be
              determined on a present value basis using the interest rate
              provided in Section 1274(b)(2)(B) of the Internal Revenue Code of
              1986, as amended (the "Code") on the Date of Termination.

CHANGE OF CONTROL SEVERANCE BENEFITS

5.       SEVERANCE BENEFITS. Subject to Section 13, if either (a) Executive
         terminates his employment during the Protected Period for a Good Reason
         event or (b) the Company terminates Executive's employment during the
         Protected Period other than for Cause, Executive shall receive the
         following compensation and benefits from the Company:


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         A.   Within 15 days of the Date of Termination the Company shall pay to
              Executive in a lump sum, in cash, an amount equal to three times
              the sum of Executive's (i) Termination Base Salary and (ii) Target
              AICP.

         B.   Notwithstanding anything in any Company stock plan or grant
              agreement to the contrary, (i) all restricted shares and
              restricted stock units of Executive shall become 100% vested and
              all restrictions thereon shall lapse as of the Date of Termination
              and the Company shall promptly deliver such shares to Executive
              and (ii) each then outstanding stock option of Executive shall
              become 100% exercisable and, excluding any incentive stock option
              granted prior to the Effective Date, shall remain exercisable for
              the remainder of such option's term.

         C.   Executive shall be fully vested in Executive's accrued benefits
              under all qualified pension, nonqualified pension, profit sharing,
              401(k), deferred compensation and supplemental plans maintained by
              the Company for Executive's benefit, except to that the extent the
              acceleration of vesting of such benefits would violate any
              applicable law or require the Company to accelerate the vesting of
              the accrued benefits of all participants in such plan or plans, in
              which event the Company shall pay Executive a lump sum amount, in
              cash, within 15 days following the Date of Termination, equal to
              the present value of such unvested accrued benefits that cannot
              become vested under the plan for the reasons provided above.

         D.   For the 36-month period following the Date of Termination (the
              "COC Severance Period"), the Company shall continue to provide
              Executive and Executive's eligible family members, based on the
              cost sharing arrangement between Executive and the Company on the
              Date of Termination, with medical and dental health benefits and
              disability coverage and benefits at least equal to those which
              would have been provided to Executive if Executive's employment
              had not been terminated or, if more favorable to Executive, as in
              effect generally at any time during such period. Notwithstanding
              the foregoing, if Executive becomes eligible to receive medical,
              dental and disability benefits under another employer's plans
              during this COC Severance Period, the Company's obligations under
              this Section 5D shall be reduced to the extent comparable benefits
              are actually received by Executive during such period, and any
              such benefits actually received by Executive shall be promptly
              reported by Executive to the Company. In the event Executive is
              ineligible under the terms of the Company's health and other
              welfare benefit plans or programs to continue to be so covered,
              the Company shall provide Executive with substantially equivalent
              coverage through other sources or will provide Executive with a
              lump sum payment in such amount that, after all taxes on that
              amount, shall be equal to the cost to Executive of providing
              Executive such benefit coverage. The lump sum shall be determined
              on a present value basis using the interest rate provided in
              Section 1274(b)(2)(B) of the Code on the Date of Termination.

         E.   Throughout the term of the COC Severance Period or until Executive
              accepts other employment, including as an independent contractor,
              with a new employer,


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              whichever occurs first, Executive shall be entitled to receive
              outplacement services, payable by the Company, with an aggregate
              cost not to exceed 15% of Executive's Termination Base Salary,
              with an executive outplacement service firm reasonably acceptable
              to the Company and Executive.

6. PARACHUTE TAX GROSS UP.

         If any payment (including without limitation any imputed income) made,
         or benefit provided, to or on behalf of Executive pursuant to this
         Agreement, including any accelerated vesting or any deferred
         compensation or other award, in connection with a "change in control"
         of the Company (within the meaning of Section 280G of the Code) results
         in Executive being subject to the excise tax imposed by Section 4999 of
         the Code (or any successor or similar provision) the Company shall
         promptly pay Executive an additional amount in cash (the "Additional
         Amount") such that the net amount of all such payments and benefits
         received by Executive after paying all applicable taxes (including
         penalties and interest) on such payments and benefits, including on
         such Additional Amount, shall be equal to the net after- tax amount of
         the payments and benefits (excluding the Additional Amount) that
         Executive would have received if Section 4999 were not applicable to
         such payments and benefits. Such determinations shall be made by the
         Company's independent certified public accountants.

7.       ACCELERATED VESTING OF OPTIONS UPON A CHANGE OF CONTROL.

         Notwithstanding any provisions of any Company stock option plan or
         option agreement to the contrary, upon a Change of Control all
         outstanding unvested stock options, if any, granted to Executive under
         any Company stock option plan (or options substituted therefor covering
         the stock of a successor corporation) shall be fully vested and
         exercisable as to all shares of stock covered thereby effective as of
         the date of the Change of Control.

8.       MITIGATION.

         Executive shall not be required to mitigate the amount of any payment
         provided for in this Agreement by seeking other employment or otherwise
         nor, except as provided in Section 4C and Section 5D, shall the amount
         of any payment or benefit provided for in this Agreement be reduced by
         any compensation earned or benefit received by Executive as the result
         of employment by another employer or self-employment, by retirement
         benefits, by offset against any amount claimed to be owed by Executive
         to the Company or otherwise, except that any severance payments or
         benefits that Executive is entitled to receive pursuant to a Company
         severance plan or program for employees in general shall reduce the
         amount of payments and benefits otherwise payable or to be provided
         under this Agreement.

9.       SUCCESSOR AGREEMENT.

         The Company will require any successor (whether direct or indirect, by
         purchase, merger, consolidation or otherwise) to all or substantially
         all of the business and/or assets of the Company to assume expressly
         and agree to perform this Agreement in the same manner and


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         to the same extent that the Company would be required to perform if no
         succession had taken place. Failure of the successor to so assume shall
         constitute a breach of this Agreement and entitle Executive to the
         benefits hereunder as if triggered by a termination by the Company
         other than for Cause.

10.      INDEMNITY.

         In any situation where under applicable law the Company has the power
         to indemnify, advance expenses to and defend Executive in respect of
         any judgements, fines, settlements, loss, cost or expense (including
         attorneys fees) of any nature related to or arising out of Executive's
         activities as an agent, employee, officer or director of the Company or
         in any other capacity on behalf of or at the request of the Company,
         then the Company shall promptly on written request, indemnify
         Executive, advance expenses (including attorney's fees) to Executive
         and defend Executive to the fullest extent permitted by applicable law,
         including but not limited to making such findings and determinations
         and taking any and all such actions as the Company may, under
         applicable law, be permitted to have the discretion to take so as to
         effectuate such indemnification, advancement or defense. Such agreement
         by the Company shall not be deemed to impair any other obligation of
         the Company respecting Executive's indemnification or defense otherwise
         arising out of this or any other agreement or promise of the Company
         under any statute.

11.      NOTICE.

         For the purpose of this Agreement, notices and all other communications
         provided for in this Agreement shall be in writing and delivered by
         United States certified or registered mail (return receipt requested,
         postage prepaid) or by courier guaranteeing overnight delivery or by
         hand delivery (with signed receipt required), addressed to the
         respective addresses set forth below, and such notice or communication
         shall be deemed to have been duly given two days after deposit in the
         mail, one day after deposit with such overnight carrier or upon
         delivery with hand delivery. The addresses set forth below may be
         changed by a writing in accordance herewith.

         Company:                                 Executive:

         Oil States International, Inc.
         333 Clay Street, Suite 3460
         Houston, Texas 77002
         Attn: Chairman of the Board

12.      ARBITRATION.

         The parties agree to resolve any claim or controversy arising out of or
         relating to this Agreement, including but not limited to the
         termination of employment of Executive, by binding arbitration under
         the Federal Arbitration Act before one arbitrator in Houston, Texas,
         administered by the American Arbitration Association under its
         Commercial Arbitration Rules, and judgment on the award rendered by the
         arbitrator may be entered in any court


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         having jurisdiction thereof. The fees and expenses of the arbitrator
         shall be borne solely by the non-prevailing party or, in the event
         there is no clear prevailing party, as the arbitrator deems
         appropriate. Except as provided above, each party shall pay its own
         costs and expenses (including, without limitation, attorneys' fees)
         relating to any mediation/arbitration proceeding conducted under this
         Section 12.

13.      WAIVER AND RELEASE.

         As a condition to the receipt of any payment or benefit under this
         Agreement, Executive must first execute and deliver to the Company a
         binding general release, as prepared by the Company, that releases the
         Company, its officers, directors, employees, agents, subsidiaries and
         affiliates from any and all claims and from any and all causes of
         action of any kind or character that Executive may have arising out of
         Executive's employment with the Company or the termination of such
         employment, but excluding (i) any claims and causes of action that
         Executive may have arising under or based upon this Agreement, and (ii)
         any vested rights Executive may have under any employee benefit plan or
         deferred compensation plan or program of the Company.

14.      EMPLOYMENT WITH AFFILIATES.

         Employment with the Company for purposes of this Agreement includes
         employment with any entity in which the Company has a direct or
         indirect ownership interest of 50% or more of the total combined voting
         power of all outstanding equity interests, and employment with any
         entity which has a direct or indirect interest of 50% or more of the
         total combined voting power of all outstanding equity interests of the
         Company. For purposes of this Agreement, "Good Reason" shall be
         construed to refer to Executive's positions, duties, and
         responsibilities in the position or positions in which Executive serves
         immediately before the Change of Control, but shall not include titles
         or positions with subsidiaries and affiliates of the Company that are
         held primarily for administrative convenience.

15.      GOVERNING LAW.

         (a)  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
              WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICTS OF
              LAW PRINCIPLES.

         (b)  EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
              JURISDICTION OF THE STATE AND FEDERAL COURTS IN HARRIS COUNTY,
              TEXAS, FOR THE PURPOSES OF ANY PROCEEDING ARISING OUT OF THIS
              AGREEMENT.

16.      ENTIRE AGREEMENT.

         This Agreement is an integration of the parties' agreement and no
         agreement or representatives, oral or otherwise, express or implied,
         with respect to the subject matter hereof have been made by either
         party which are not set forth expressly in this Agreement.


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         This Agreement hereby expressly terminates, rescinds and replaces in
         full any prior agreement (written or oral) between the parties relating
         to the subject matter hereof, including, without limitation, that
         certain [                 ] Agreement between the parties dated
         ________________________.

17.      WITHHOLDING OF TAXES.

         The Company shall withhold from all payments and benefits provided
         under this Agreement all taxes required to be withheld by applicable
         law.

18.      BENEFICIARY.

         In the event Executive dies before receiving the lump sum severance
         payment to which Executive was entitled hereunder, Executive's spouse
         or, if there is no spouse, the beneficiary designated by Executive
         under the Company-sponsored group term life insurance plan, shall
         receive such payment.

         IN WITNESS WHEREOF, the Company and Executive have executed this
Agreement effective for all purposes as of the Effective Date.


                                            OIL STATES INTERNATIONAL, INC.


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                            EXECUTIVE



                                            ------------------------------------
                                            Douglas E. Swanson


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