DRESSER INDUSTRIES, INC. LETTERHEAD] January 29, 1997 Mr. John Gavin 10263 Century Woods Drive Los Angeles, CA 90067 Dear Jack: The purpose of this letter is to seek your written approval to extend the term of the Agreement under which you agreed to...

                    [DRESSER INDUSTRIES, INC. LETTERHEAD]


                                       January 29, 1997



   Mr. Xxxx Xxxxx
   00000 Xxxxxxx Xxxxx Xxxxx
   Xxx Xxxxxxx, XX  00000

   Dear Xxxx:

   The purpose of this letter is to seek your written approval to
   extend the term of the Agreement under which you agreed to serve
   on the Dresser Industries de Mexico Advisory Board. If you agree,
   the term of the Agreement shall be extended to January 31, 1998. 
   All other provisions of the Agreement shall remain in full force
   and effect.

   Please indicate your agreement by signing in the space provided
   below and returning to me the copy of this letter provided for
   that purpose.

                                       Sincerely,

                                       DRESSER INDUSTRIES, INC.


                                       By:   /S/  XXXXXX X. XXXXXX

                                             Xxxxxx X. Xxxxxx

                                       Date: 01/29/97

   ACCEPTED:

   /S/  XXXX XXXXX

   Xxxx Xxxxx




   Date:  2/6/97