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                                                                   EXHIBIT 10.9

                               EXECUTIVE AGREEMENT

         This Executive Agreement ("Agreement") between Oil States
International, Inc., a Delaware corporation (the "Company"), and Cindy B. Taylor
(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
                  1.5 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
                  2.5 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


                                               ---------------------------------
                                               Cindy B. Taylor

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