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                                                                    EXHIBIT 10.4

                               HALLIBURTON COMPANY
                   TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT

          THIS TRADEMARK ASSIGNMENT AND LICENSE Agreement (this "Agreement"),
effective as of April 10, 2001 (the "Effective Date"), is entered into by and
between Halliburton Company, having a principal place of business at 3600
Lincoln Plaza, 500 N. Akard St., Dallas, Texas 75201-3391, hereinafter referred
to as "ASSIGNOR," and Dresser, Inc. having a principal place of business at 2601
Beltline Road, Carollton, Texas, 75006, hereinafter referred to as "ASSIGNEE."

          WHEREAS, ASSIGNOR and its Affiliates have adopted and are using the
mark "DRESSER" and "DRESSER and Design" as trademarks and service marks for a
broad range of goods and services in the United States and elsewhere throughout
the world, and has on file with the trademark offices of various countries
pending trademark and service mark applications and registrations covering the
above-mentioned Marks, a listing of which is attached hereto as Appendix A
(hereinafter collectively referred to as the "Marks");

          WHEREAS, ASSIGNEE is acquiring substantially all of the capital stock
of the Dresser, Inc., pursuant to a certain Amended and Restated Agreement and
Plan of Recapitalization among ASSIGNOR, DEG Acquisitions, LLC and the Seller
named therein dated as of April 10, 2001 (the "Recapitalization Agreement"), and
as a condition to the completion of the transactions contemplated by the
Reorganization Agreement ASSIGNOR and ASSIGNEE are entering into this Agreement
pursuant to which ASSIGNEE will acquire any and all right, title and interest in
and to the Marks together with the goodwill of the business symbolized thereby,
subject to the Existing Licenses (as defined below), the General License (as
defined below) and the Exclusive License (as defined below); and

          WHEREAS, ASSIGNOR and ASSIGNEE agree that ASSIGNEE shall not use the
name DRESSER INDUSTRIES, that ASSIGNEE shall be limited in its use of the Marks
in the Upstream Oilfield Business (as defined below) for the period of time set
forth herein, and that covenants of ASSIGNEE set forth below are necessary and
reasonable to ensure that the parties' intentions in these regards are fulfilled
during the term hereof;

          NOW, THEREFORE, in consideration of the mutual covenants of the
parties, the execution of the Recapitalization Agreement and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by both parties, the parties hereby agree as follows:


                            ARTICLE 1 -- DEFINITIONS

          1.1 Definitions. Whenever used in this Agreement, the following terms
          shall have the meaning ascribed to them in this Article 1, whether
          plural or singular.

          "Affiliate" of a specified entity shall mean an entity that directly,
          or indirectly through one or more intermediaries, controls or is
          controlled by, or is under common control with, the entity specified.
          For the purpose of this definition, "control" means (a) the legal or

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          beneficial ownership of: (i) 50% or more of the outstanding voting
          stock of a company; or (ii) 50% or more of the equity of a company,
          partnership or joint venture; or (b) the power to direct (whether
          directly or through one or more intermediaries) the management or
          policies of an entity.

          "Assignment" shall have the meaning ascribed to such term in Section
          2.1.

          "Existing Licenses" shall have the meaning ascribed to such term in
          Section 8.1.

          "Exclusive License" shall have the meaning ascribed to such term in
          Section 2.3.

          "General License" shall have the meaning ascribed to such term in
          Section 2.2.

          "Investor Group" shall mean any one or more of First Reserve
          Corporation, Odyssey Investment Partners, LLC and each of their
          affiliated investment partnerships and portfolio investments.

          "Subsidiary" shall mean any entity in which Dresser, Inc. holds any
          direct or indirect interest.

          "Upstream Oilfield Business" shall mean the upstream oilfield business
          of the ASSIGNOR as described in Appendix B hereto.

                      ARTICLE 2 -- ASSIGNMENT AND LICENSES

          2.1 Assignment. ASSIGNOR hereby assigns to ASSIGNEE all right, title
          and interest in and to the Marks, together with the goodwill of the
          business symbolized thereby, and all rights to damages and profits,
          due or accrued, arising out of past infringements of the Marks, and
          the right to sue for and recover the same (the "Assignment");
          provided, however, that ASSIGNEE agrees and acknowledges that the
          Assignment is subject to and encumbered by all outstanding license
          agreements between ASSIGNOR, its Affiliates and third parties in
          effect as of the Effective Date, as more fully set forth in Section
          8.1. Subject to the foregoing, ASSIGNOR will execute such further
          assurances as may reasonably be required in order to permit ASSIGNEE
          to hold and enjoy the Marks. It is the intention of Assignor to assign
          hereby to Assignee all of the trademarks and service marks using the
          mark "DRESSER" and "DRESSER and Design" in connection with the sale,
          promotion, design, manufacture or development of products or services
          in the United States and elsewhere throughout the world, that are on
          file with the trademark offices of various countries on behalf of
          ASSIGNOR and its Affiliates. ASSIGNOR covenants and agrees to execute
          subsequent assignments or amendments to this Assignment conveying any
          additional Marks which Assignor may own relating to the Dresser name
          or design which ASSIGNOR may discover from time to time.

          2.2 General License to Marks. ASSIGNEE grants to ASSIGNOR and its
          Affiliates as of the date hereof a nonexclusive, irrevocable,
          worldwide, royalty-free and nontransferable license to use the Marks
          for a transition period of up to three years to ASSIGNOR to effect

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          promptly, using commercially reasonable efforts, the liquidation
          and/or change the names of those specific entities which are using the
          Marks as of the Effective Date other than Dresser, Inc. and its
          Subsidiaries. This limited license is not transferable, perpetual,
          exclusive, irrevocable, worldwide, and royalty free. All of the
          license rights conveyed in this Section 2.2 shall comprise the
          "General License."

          2.3 Exclusive License to "Dresser Industries" Name. Independent from
          the General License granted in Section 2.2, ASSIGNEE grants to
          ASSIGNOR and its Affiliates as of the date hereof a perpetual,
          exclusive, irrevocable, worldwide, royalty-free and nontransferable
          license to use the name "DRESSER INDUSTRIES"; provided, however, that
          neither ASSIGNOR nor any of its Affiliates shall use or sublicense the
          "DRESSER INDUSTRIES" name, directly or indirectly, in connection with
          the raising of capital, the sale, promotion, design, manufacture or
          development of goods or services or other activity which would create
          confusion in the capital markets or with customers of ASSIGNEE and its
          Affiliates regarding ASSIGNEE's ownership of the Marks. In addition,
          ASSIGNEE grants to ASSIGNOR the limited license to use the "Dresser
          Industries, Inc." name for use as a holding company name and not for
          use (i) in the sale, promotion, design, manufacture, development or
          delivery of any product or service or (ii) in commerce, fundraising or
          financing activities. All of the license rights conveyed in this
          Section 2.3 shall comprise the "Exclusive License."

                       ARTICLE 3 -- COVENANTS OF ASSIGNEE

          3.1 Covenant Not to Use Marks in Upstream Oilfield Business. For a
          period of seven years following the Effective Date, ASSIGNEE covenants
          and agrees that it and its Affiliates will not use or license the
          Marks directly in connection with the sale, promotion, design,
          manufacture or development of goods or services in the Upstream
          Oilfield Business. The foregoing prohibition against use and licensing
          the Marks includes, without limitation, any contract or agreement by
          the Assignee or any Affiliates thereof under which the Assignee or
          such Affiliate purports to transfer to a third person, or permit a
          third person to use, any of the Marks; provided, however, that after
          the third anniversary of the Effective Date, ASSIGNEE may identify its
          Upstream Oilfield Businesses, if any, as being a "Dresser Company"
          (assuming that Dresser, Inc. is the ASSIGNEE or parent entity of the
          ASSIGNEE).

          3.2 Covenant Not to Use the Marks. For a period of three years
          following the Effective Date, no ASSIGNEE or ASSIGNEE Affiliate (for
          purposes of clarity, this shall not include affiliates of the Investor
          Group, other than Dresser, Inc. and its Subsidiaries) shall, during a
          period of time where a direct or indirect parent entity of such
          Affiliate uses the Marks, directly or indirectly (whether as owner,
          partner, contractor or otherwise), engage in any activity that is
          competitive with ASSIGNOR or its Affiliates in the Upstream Oilfield
          Business anywhere in the world, whether alone or on behalf of or in
          conjunction with any other person, persons, company, partnership or
          corporation. The parties hereto agree and acknowledge that this
          covenant is ancillary to the Recapitalization Agreement, and is

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          reasonably calculated to enforce covenants in the Recapitalization
          Agreement and this Agreement.

          3.3 Exceptions. Notwithstanding the foregoing provisions of this
          Article 3, nothing in this Agreement shall prohibit:

          (a)  the ownership by the ASSIGNEE or any of its Affiliates (whether
               now existing or hereafter acquired or created) of less than 5% of
               the outstanding stock of any publicly-traded corporation engaged
               in an Upstream Oilfield Business;

          (b)  the acquisition of the ASSIGNEE or any of its Affiliates by a
               third party whose operations involve an Upstream Oilfield
               Business;

          (c)  the acquisition by the ASSIGNEE or any of its Affiliates of a
               third party which engages in an Upstream Oilfield Business,
               provided that the primary purpose of any such acquisition
               referred to in this clause (c) is not the acquisition of such
               Upstream Oilfield Businesses, and provided further that such
               Upstream Oilfield Business referred to in this clause (c) either
               (i), together with the revenues for any prior acquisition
               exempted from the provisions of this Article 3 by this clause
               (c)(i), accounts for less than U.S. $50,000,000 in revenues for
               the last fiscal year of such third party for which financial
               statements are available or (ii) is divested by the ASSIGNEE or
               its Affiliate within 270 days from the date it is acquired;

          (d)  any action of the Investor Group and investments of and other
               entities controlled by the Investor Group, individually or in the
               aggregate, other than with respect to Dresser, Inc. and its
               Subsidiaries;

          (e)  any commercial relationship (as distinguished from an equity
               relationship) where ASSIGNEE sells services or products which are
               currently provided by ASSIGNOR or are logical extensions of such
               businesses as provided in the last proviso of Appendix B; or

          (f)  any joint venture relationship in which (1) the joint venture
               does not use any Dresser name, (2) the ASSIGNEE has a minority
               equity interest, (3) the services or products provided by the
               ASSIGNEE to such joint venture are currently provided, serviced,
               sold or manufactured by ASSIGNEE or are logical extensions of
               such businesses as provided in the last proviso of Appendix B and
               (4) ASSIGNOR has a minority and non-controlling role in the
               management of such joint venture.


              ARTICLE 4 -- INJUNCTIVE RELIEF AND LIQUIDATED DAMAGES
                       FOR BREACH OF COVENANTS BY ASSIGNEE

          4.1 Injunctive Relief for Breach of Covenants and Terms of Licenses.
          ASSIGNOR and ASSIGNEE agree and acknowledge that due to the important
          nature of the covenants set forth in Article 3 and the licenses
          granted pursuant to Article 2 any violation (in the case of Article 2,
          an "ASSIGNOR Breach" and, in the case of Article 3, an "ASSIGNEE
          Breach") thereof will result in immediate and irreparable harm to the
          non-breaching party. ASSIGNOR and ASSIGNEE recognize that the remedies
          of the non-breaching party at law may be inadequate, and that the
          non-breaching party shall have the right to injunctive relief in
          addition to any other remedy available to it. In the case of an
          Assignor Breach or an Assignee Breach, the non-breaching party shall
          have the right to a court-ordered injunction,

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          as well as any and all other remedies and damages, to compel the
          enforcement of the terms stated herein. If court action is taken to
          enforce this Agreement, the party prevailing in such action shall be
          entitled to reimbursement from the other party for its reasonable
          attorneys' fees and court costs.

                   ARTICLE 5 -- QUALITY OF GOODS AND SERVICES

          5.1 Quality Control. ASSIGNOR shall use the Marks only as described in
          this Agreement, and only in accordance with the guidance and
          directions furnished to ASSIGNOR by ASSIGNEE, or its representatives
          or agents, but the quality of the goods and services under the General
          License and the quality of the documentation shall always be
          reasonably satisfactory to ASSIGNEE or as reasonably specified by it.
          ASSIGNEE agrees and acknowledges that the manner in which ASSIGNOR is
          currently using the Marks fully meets the quality standards of
          ASSIGNEE.

                             ARTICLE 6 -- INSPECTION

          6.1 Inspection. ASSIGNOR shall permit an independent accounting firm
          selected by ASSIGNEE to inspect, at the expense of ASSIGNEE, the
          ASSIGNOR's use of the Marks during normal business hours and with at
          least 10 business days notice, for the purpose of ascertaining or
          determining compliance with Article 2 hereof. Such inspection shall
          occur no more than once annually. It shall be a condition to the
          exercise by ASSIGNEE of rights under this Article 6 that the
          accounting firm selected shall enter into an agreement with ASSIGNOR
          reasonably satisfactory to ASSIGNEE obligating the accounting firm to
          confidentiality prior to conducting such inspection. ASSIGNOR shall
          use its best efforts to cause its Affiliates to permit inspection by
          ASSIGNEE of such Affiliates' use of the Marks on the same terms as
          apply to inspection of ASSIGNOR.

                            ARTICLE 7 -- USE OF MARKS

          7.1 Compliance with Laws. When using the Marks under this Agreement,
          each party undertakes to comply substantially with all laws pertaining
          to service marks and trademarks in force at any time in the United
          States and all foreign jurisdictions in which the Marks are used.

          7.2 No Sublicensing. The ASSIGNOR and its Affiliates may not
          sublicense the Marks to any party.

                       ARTICLE 8 -- THIRD PARTY LICENSEES

          8.1 Assignment Subject to Third Party Licenses. The Assignment, the
          General License and the Exclusive License are subject to the rights to
          the Marks granted to Dresser-Rand

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          Company and Ingersoll-Dresser Pump Company arising in connection with
          the divestiture of the Dresser Rand and Ingersoll Dresser Pump joint
          ventures in February 2000 and granted to Bredero-Shaw.

          ARTICLE 9 -- DISCLAIMER OF WARRANTIES AND MUTUAL INDEMNITIES

          9.1 DISCLAIMER OF WARRANTIES. EXCEPT AS SET FORTH IN THE
          RECAPITALIZATION AGREEMENT AND IN SECTION 2.1 HEREOF, ASSIGNOR MAKES
          NO REPRESENTATION OR WARRANTY AS TO OWNERSHIP OR TITLE TO THE MARKS,
          OR AS TO FREEDOM OF THE MARKS FROM PRE-EXISTING LICENSES, LIENS OR
          ENCUMBRANCES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS
          OR IMPLIED, WITH RESPECT TO THE MARKS. NEITHER PARTY ASSUMES ANY
          LIABILITY TO THE OTHER OR THIRD PARTIES IN CONNECTION WITH THE
          PERFORMANCE CHARACTERISTICS OF THE SERVICES OR GOODS RENDERED BY THE
          OTHER PARTY.


                            ARTICLE 10 -- TERMINATION

          10.1 Term. Except as otherwise provided herein, this Agreement shall
          remain in full force and effect in perpetuity.

          10.2 Termination. If ASSIGNOR makes an assignment of assets or
          business for the benefit of creditors, or a trustee or receiver is
          appointed to conduct its business or affairs or it is adjudged in any
          legal proceeding to be either a voluntary or involuntary bankrupt, the
          General License shall forthwith cease and terminate without any prior
          written notice or legal action by ASSIGNEE.

          10.3 Effect of Termination. Notwithstanding anything to the contrary,
          the Assignment is irrevocable and shall survive any termination of
          this Agreement. Furthermore, notwithstanding anything to the contrary,
          the Exclusive License set forth in Section 2.3 is perpetual and
          irrevocable, and shall not be terminated for any reason.

                        ARTICLE 11 -- OWNERSHIP OF MARKS

          11.1 ASSIGNEE's Ownership of the Marks. Subject to the Existing
          Licenses, ASSIGNOR and all parties to this agreement acknowledge
          ASSIGNEE's exclusive right, title in and to the Marks and any
          registrations that have issued or may issue thereon, and will not at
          any time do or cause to be done any act or thing contesting or in any
          way impairing or tending to impair part of such right, title and
          interest. In connection with its use of the Marks, ASSIGNOR shall not
          in any manner represent that it has any ownership in the Marks or
          registrations thereof, and both parties acknowledge that use of the
          Marks shall inure to the benefit of ASSIGNEE. Subject to the Exclusive
          License, which shall survive, upon termination of the General License
          in any manner provided herein, ASSIGNOR will

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         cease and desist from all use of the Marks in any way and will deliver
         up to ASSIGNEE or its duly authorized representatives all material and
         papers upon which the Marks appear; and; furthermore, ASSIGNOR will not
         at any time adopt or use without ASSIGNEE's prior written consent any
         word or mark that is likely to be similar to or confused with the

          Marks.

          11.2 Reasonable Assistance. ASSIGNOR shall take all reasonable steps
          to advise ASSIGNEE promptly of any infringement or apparent
          infringement as soon as it becomes known to ASSIGNOR and to provide
          information and other reasonable assistance in defense of such
          infringement, provide that ASSIGNEE shall reimburse ASSIGNOR for all
          out-of-pocket costs and expenses incurred in connection with such
          assistance. ASSIGNEE shall have sole authority to initiate and pursue
          legal proceedings, as it deems appropriate, for infringement of the
          Marks, and ASSIGNOR shall cooperate fully, at ASSIGNEE'S expense, with
          ASSIGNEE in respect of any such proceedings.

                           ARTICLE 12 -- MISCELLANEOUS

          12.1 Entire Agreement; Amendments. This Agreement and the
          Recapitalization Agreement (including the appendices attached hereto
          and thereto) constitutes the entire agreement between the parties
          concerning the subject matter hereof, and supersedes prior or
          contemporaneous representations, inducements, promises, or agreements,
          oral or otherwise, between the parties. No modification or amendment
          to this Agreement will be valid or binding unless reduced to writing
          and duly executed and delivered by the party to be bound thereby. No
          terms in any written order or acknowledgment that add to or change the
          terms of this Agreement shall be of any force or effect, whether or
          not the party receiving the same signs the order or acknowledgment or
          otherwise indicates its acceptance, unless such party expressly refers
          to the specific addition or change in question as a modification of
          this Agreement.

          12.2 Notices. Any notices required or permitted to be given under this
          Agreement shall be deemed sufficiently given if mailed by registered
          mail, postage prepaid, addressed to the party to be notified at its
          address shown below, or at such other address as may be furnished in
          writing to the notifying party.

          12.3 Governing Law. This Agreement shall be construed (both as to
          validity and performance) and enforced in accordance with, and
          governed by, the laws of the State of New York applicable to
          agreements made and to be performed wholly within such jurisdiction.
          Any judicial proceeding brought against either of the parties hereto
          with respect to this Agreement shall be brought in the United States
          Federal Court for the Southern District of New York irrespective of
          where such party may be located at the time of such proceeding, and by
          execution and delivery of this Agreement, each of the parties hereto
          hereby consents to the exclusive jurisdiction of such court and waives
          any defense or opposition to such jurisdiction.

          12.4 Intentional Risk Allocation. ASSIGNOR AND ASSIGNEE EACH
          ACKNOWLEDGES THAT THE PROVISIONS OF THIS AGREEMENT WERE

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          NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THEM
          OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE SUBJECT
          MATTER OF THIS AGREEMENT.

          12.5 Effect of Partial Invalidity. If any one or more of the
          provisions of this Agreement should be ruled wholly or partly invalid
          or unenforceable by competent authority, then: (a) the validity and
          enforceability of all provisions of this Agreement not ruled to be
          invalid or unenforceable will be unaffected; (b) the effect of the
          ruling will be limited to competent authority making the ruling; and
          (c) the provision(s) held wholly or partly invalid or unenforceable
          will be deemed amended, and such competent authority is authorized to
          reform the provision(s), to the minimum extent necessary to render
          them valid and enforceable in conformity with the parties' intent as
          manifested herein.

          12.6 No Waiver. The failure of either party at any time to require
          performance by the other party of any provision of this Agreement
          shall in no way affect the right of such party to require performance
          of that provision. Any waiver by either party of any breach of any
          provision of this Agreement shall not be construed as a waiver of any
          continuing or succeeding breach of such provision, a waiver of the
          provision itself or a waiver of any right under this Agreement.

          12.7 Survival of Covenants. The provisions of Article 1, Sections 2.1
          and 2.3, Article 8, Article 9, Section 10.3 and Article 12 shall
          survive termination of this Agreement for any reason. Termination of
          this Agreement for any reason shall not release either party from any
          liabilities or obligations set forth in this Agreement that the
          parties have expressly agreed shall survive any such termination,
          remain to be performed or by their nature would be intended to be
          applicable following any such termination.

          12.8 Independent Parties. ASSIGNOR and ASSIGNEE are independent
          contractors. No partnership or joint venture is intended to be created
          by this Agreement, nor any principal-agent or employer-employee
          relationship. Neither party has, and neither party shall attempt to
          assert, the authority to make commitments for or to bind the other
          party to any obligation.

          12.9 Headings. The section headings and the table of contents used
          herein are for reference and convenience only, and shall not enter
          into the construction of this Agreement. The words "herein," "hereof"
          and "hereunder" and other words of similar import refer to this
          Agreement as a whole and not to any particular section or other
          subdivision.

          12.10 Breaches by Affiliates. Each party shall be responsible for any
          action or omission by the Affiliates of such party which, if taken or
          made by such party, would constitute a breach of those provisions of
          this Agreement that are expressly binding upon Affiliates of such
          party.

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          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers on the respective dates and at the
respective places hereinafter set forth.


ASSIGNOR                                     ASSIGNEE
Halliburton Company                          Dresser, Inc.
3600 Lincoln Plaza                           2601 Beltline Road
500 N. Akard St.                             Carollton, TX 75006
Dallas, TX 75201-3391                        (972) 417-1400 (Ph)
(214) 978-2600 (Ph)                          (972) 478-5088 (Fax)
(214) 978-2611 (Fax)

By:     /s/ DAVID A. REAMER             By:     /s/ FRANK P. PITTMAN
       -----------------------------           ---------------------------------
        David A. Reamer                         Frank P. Pittman
       -----------------------------           ---------------------------------
       Typed or Printed Name                   Typed or Printed Name

Title:  Sr. Vice President              Title:  Vice President
       -----------------------------           ---------------------------------

Date:   10 April 2001                   Date:
       -----------------------------           ---------------------------------


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