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                                                                    EXHIBIT 10.5

                               HALLIBURTON COMPANY
                           TRADEMARK LICENSE AGREEMENT

     THIS AGREEMENT, effective as of April 10, 2001, by and between Halliburton
Company, having a principle place of business at 3600 Lincoln Plaza, 500 N.
Akard St., Dallas, Texas 75201-3391 , hereinafter referred to as "LICENSOR," and
Dresser, Inc., having a principle place of business at 2601 Beltline Road,
Carollton, Texas, 75006, hereinafter referred to as "LICENSEE."

     WHEREAS, LICENSOR has adopted and is using the word, "WHEATLEY" and
"WHEATLEY and Design " as trademarks and service marks for a broad range of
goods and services in the United States and elsewhere throughout the world
(hereinafter collectively referred to as the "Marks"), 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; and

     WHEREAS, ASSIGNEE is acquiring the Dresser, Inc. from ASSIGNOR, pursuant to
a certain Amended and Restated Agreement and Plan of Recapitalization among
ASSIGNOR, ASSIGNEE and the seller named therein dated as of April 10, 2001 (the
"Recapitalization Agreement"), and in connection with such acquisition would
like to 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

     NOW, THEREFORE, in consideration of the mutual covenants of the parties in
this Agreement and the Recapitalization Agreement, and the sum of ten dollars
($10.00) herewith paid by LICENSEE to LICENSOR, the receipt and sufficiency of
which is hereby acknowledged by said LICENSOR, the parties hereby agree as
follows:

                               ARTICLE 1 - LICENSE

     LICENSOR grants to LICENSEE the non-transferable right to use the Marks in
     the Field of Use and to use the Marks in documentation related to the Field
     of Use. This license is exclusive within the Field of Use. The "Field of
     Use" includes valves for industrial use. The foregoing conveyance is
     referred to herein as the "License."

     LICENSEE acknowledges that the License and any subsequent assignment is
     subject to license and ownership rights of other parties to the WHEATLEY
     marks in International Class 7 for pumps. LICENSEE consents to the use of
     the WHEATLEY marks by such parties within International Class 7.

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                    ARTICLE 2 - QUALITY OF GOODS AND SERVICES

     LICENSEE shall use the Marks only as described in the grant in Article 1,
     and only in accordance with the guidance and directions furnished to
     LICENSEE by LICENSOR, or its representatives or agents, but always the
     quality of the LICENSED GOODS AND SERVICES and the quality of the
     documentation shall always be satisfactory to LICENSOR or as specified by
     it. LICENSOR shall be the sole judge, in its commercially reasonable
     discretion, as to whether or not LICENSEE has met or is meeting the
     standards of quality so established.

                             ARTICLE 3 - INSPECTION

     LICENSEE shall permit duly authorized representatives of LICENSOR to
     inspect the LICENSED GOODS and the documentation during normal business
     hours and with at least 10 days' notice prior to any distribution of same,
     for the purpose of ascertaining or determining compliance with Articles 1
     and 2 hereof.

                            ARTICLE 4 - USE OF MARKS

     When using the Marks under this agreement, LICENSEE 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. This provision includes compliance with marking
     requirements, showing that the Marks are owned by Halliburton Company.

                          ARTICLE 5 - EXTENT OF LICENSE

     The right granted in paragraph 1 hereof shall be exclusive within the Field
     of Use, but subject to any outstanding license agreements which LICENSOR
     may currently have in force with other third parties. This license is not
     assignable or transferable in any manner whatsoever, nor does LICENSEE have
     the right to grant any sub-licenses except to affiliates, unless LICENSEE
     has obtained prior written consent of LICENSOR.

                                    ARTICLE 6
            NEW APPLICATIONS AND AMENDMENT OF EXISTING REGISTRATIONS

     (a) Prior to the Effective Date, LICENSOR owned title to registrations for
     the marks for pumps in International Class 7 and valves in International
     Class 9. LICENSOR agrees to use commercially reasonable efforts to file and
     prosecute trademark applications in the United States of America and in the
     CTM office of the European Community for: "WHEATLEY" and "WHEATLEY"
     (Stylized) for valves in International Class 9.

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     (b) LICENSEE consents to the filing of the above applications recited in
     paragraph (a).

     (c) LICENSOR agrees that upon registration of the WHEATLEY mark for valves
     in International Class 9, it will assign the rights in and to such mark,
     along with the related goodwill, to LICENSEE. Following such assignment,
     all obligations of LICENSOR to LICENSEE, including the License, shall
     terminate.

     (d) After termination of this License, LICENSOR consents to the ownership
     and filing of future applications by LICENSEE of marks incorporating the
     term "WHEATLEY" within the Field of Use only.

     (e) LICENSEE agrees that it will not file any applications for registration
     of any marks incorporating the term "WHEATLEY" for use on any goods or
     services other than within the Field of Use. This clause shall survive the
     termination of this License.

                             ARTICLE 7 -- ASSIGNMENT

     As set forth in Article 6, LICENSOR agrees to assign the newly filed U.S.
     and CTM Registrations for Class 9 valves to Licensee, contingent upon
     issuance of a registration and the filing and acceptance of a Section 8 and
     15 Affidavit of Continuous Usage by the U.S. Patent and Trademark Office
     for the U.S. applications identified in paragraph 6(a).

               ARTICLE 8 - INDEMNITY AND DISCLAIMER OF WARRANTIES

     LICENSOR assumes no liability to LICENSEE or to third parties with the
     performance characteristics of the services or goods rendered by LICENSEE.
     Furthermore, LICENSEE shall indemnify LICENSOR against damages, costs and
     losses incurred as a result of claims of third parties against LICENSOR
     involving the marketing or sale of LICENSEE's goods or services, including,
     but not limited to, liability for any claim of third parties relating to
     trademark, patent, copyright, or trade secret infringement by LICENSEE or
     in connection with LICENSEE's goods or services.

                            ARTICLE 9 -- TERMINATION

     Except as otherwise provided, herein, this agreement shall remain in full
     force and effect. If LICENSEE makes any assignments 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 bankruptcy, the rights granted
     herein shall forthwith cease and terminate without any prior written notice
     or legal action by LICENSOR. If LICENSEE materially breaches this
     agreement, such as by using the Marks outside the granted scope of this
     license, LICENSOR may cancel the License immediately. Upon assignment of
     the WHEATLEY mark in International Class 9 to LICENSEE in accordance with
     Articles 6 and 7, this Agreement will terminate.

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                         ARTICLE 10 - OWNERSHIP OF MARKS

     LICENSEE and all parties to this agreement acknowledge LICENSOR'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 due or cause to be done in the
     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,
     neither LICENSEE nor any other party hereto shall in any manner represent
     that he or it has any ownership in the Marks or registrations thereof, and
     all parties acknowledge that use of the Marks shall inure to the benefit of
     LICENSOR. On termination of this agreement in any manner provided herein,
     LICENSEE will cease and desist from all use of the Marks in any way and
     will deliver up to LICENSOR, or its duly authorized representatives, all
     material and papers upon which the Marks appear; and furthermore, LICENSEE
     will not at any time adopt or use without LICENSOR's prior written consent,
     any word or mark which is likely to be similar to or confusing with the
     Marks.

     LICENSEE shall take all reasonable steps to promptly advise LICENSOR of any
     infringement or apparent infringement as soon as it becomes known to
     LICENSEE. LICENSOR shall have sole control to take proceedings, as it deems
     appropriate, for infringement of the Marks, and LICENSEE shall cooperate
     fully, at LICENSOR'S expense, with LICENSOR in respect of any such
     proceedings.

                           ARTICLE 11 - MISCELLANEOUS

     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.

     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 Texas 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 Texas 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.

     Arbitration. Any dispute relating to this Agreement shall be resolved by
     binding arbitration under the Commercial Arbitration Rules (the "AAA
     Rules") of the American Arbitration Association (the "AAA"). This
     arbitration provision is expressly made pursuant to and shall be governed
     by the Federal Arbitration Act, 9 U.S.C. Sections 1-14. The parties hereto
     agree that, pursuant to Section 9 of the Federal Arbitration Act, a

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     judgment of a United States District Court of competent jurisdiction shall
     be entered upon the award made pursuant to the arbitration. Three
     arbitrators, who shall have the authority to allocate the costs of any
     arbitration initiated under this paragraph, shall be selected in accordance
     with the following sentence within ten (10) days of the submission to the
     AAA of the response to the statement of claim or the date on which any such
     response is due, whichever is earlier. The selection shall be made as
     follows: one by the LICENSOR, one by the LICENSEE and one by the two so
     selected, provided, however, that only the third arbitrator shall be
     required to be neutral. The arbitrators shall conduct the arbitration in
     accordance with the Federal Rules of Evidence. The arbitrators shall decide
     the amount and extent of pre-hearing discovery which is appropriate. The
     arbitrators shall have the power to enter any award of monetary or
     injunctive relief (including the power to issue permanent injunctive relief
     and also the power to reconsider any prior request for immediate injunctive
     relief by either of the parties and any order as to immediate injunctive
     relief previously granted or denied by a court in response to a request
     therefor by either of the parties), including the power to render an award
     as provided in Rule 43 of the AAA Rules; provided, however, that the
     arbitrators shall not have the power to award punitive or consequential
     damages under any circumstances (whether styled as punitive, exemplary, or
     treble damages, or any penalty or punitive type of damages) regardless of
     whether such damages may be available under applicable Law, the parties
     hereby waiving their rights, if any, to recover any such damages, whether
     in arbitration or litigation. The arbitrators shall award the prevailing
     party its costs and reasonable attorney's fees, and the losing party shall
     bear the entire cost of the arbitration, including the arbitrators' fees.
     The arbitration award may be enforced in any court having jurisdiction over
     the parties and the subject matter of the arbitration. The arbitration
     shall be held in Houston, Texas.

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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.

LICENSOR                                LICENSEE
Halliburton Company                     Dresser, Inc.
3600 Lincoln Plaza                      2601 Beltline Road
500 N. Akard St.                        Carrollton, 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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