BETWEEN

EXHIBIT 10.6

EMPLOYEE MATTERS AGREEMENT

BETWEEN

SCHLUMBERGER TECHNOLOGY CORP.,

SCHLUMBERGER TECHNOLOGIES, INC.,

SCHLUMBERGER B.V.

AND

NPTEST, INC.

TABLE OF CONTENTS

Page
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ARTICLE I. DEFINITIONS 1
ACTION .................................................................................... 1
AFFILIATES ................................................................................ 1
AGREEMENT ................................................................................. 2
ANCILLARY AGREEMENTS ...................................................................... 2
ANNUAL BONUS PLAN ......................................................................... 2
BENEFIT RESTORATION PLAN .................................................................. 2
COBRA ..................................................................................... 2
CODE ...................................................................................... 2
COMMON STOCK .............................................................................. 2
DOL ....................................................................................... 2
EMPLOYMENT LIABILITIES .................................................................... 2
ERISA ..................................................................................... 2
FLEXIBLE BENEFITS PLAN .................................................................... 3
FMLA ...................................................................................... 3
FRINGE BENEFITS ........................................................................... 3
GOVERNMENTAL AUTHORITY .................................................................... 3
GROUP INSURANCE POLICIES .................................................................. 3
HCFA ...................................................................................... 3
HEALTH AND WELFARE PLANS .................................................................. 3
HEALTH PLANS .............................................................................. 3
HEALTH PLAN TRANSITION DATE ............................................................... 3
HMO ....................................................................................... 4
HMO AGREEMENTS ............................................................................ 4
INTERNATIONAL PSP ......................................................................... 4
IPO ....................................................................................... 4
IPO CLOSING DATE .......................................................................... 4
IPO RETIREES .............................................................................. 4
IRS ....................................................................................... 4
IS PENSION PLAN ........................................................................... 4
LEAVE OF ABSENCE PROGRAMS ................................................................. 4
LIABILITIES ............................................................................... 4
NPTEST .................................................................................... 4
NPTEST BUSINESS ........................................................................... 5
NPTEST EMPLOYEE ........................................................................... 5
NPTEST GROUP .............................................................................. 5
NPTEST INDEMNITIES ........................................................................ 5
NPTEST RETIRED EMPLOYEE ................................................................... 5
NPTEST TERMINATED EMPLOYEE ................................................................ 5
NPTEST TRANSITION DATE .................................................................... 5
NPTEST UNION EMPLOYEES .................................................................... 5
NPTEST WCP CLAIMS ......................................................................... 6

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OPTION .................................................................................... 6
OPTION PLAN ............................................................................... 6
OUTSOURCE ................................................................................. 6
PARTICIPATING COMPANY ..................................................................... 6
PBGC ...................................................................................... 6
PERSON .................................................................................... 6
PLAN ...................................................................................... 6
QDRO ...................................................................................... 6
QMCSO ..................................................................................... 6
SAVINGS PLAN .............................................................................. 6
SAVINGS RESTORATION PLAN .................................................................. 7
SCHLUMBERGER .............................................................................. 7
SEC ....................................................................................... 7
SEPARATION ................................................................................ 7
SEPARATION AGREEMENT ...................................................................... 7
SEPARATION DATE ........................................................................... 7
SEVERANCE PLANS ........................................................................... 7
STC ....................................................................................... 7
STC EMPLOYEE .............................................................................. 7
STC GROUP ................................................................................. 7
STC INDEMNITIES ........................................................................... 7
STC PENSION PLAN .......................................................................... 8
STC TERMINATED EMPLOYEE ................................................................... 8
STC WCP ................................................................................... 8
STOCK PURCHASE PLAN ....................................................................... 8
SUBSIDIARY ................................................................................ 8
TAX SHARING AGREEMENT ..................................................................... 8
TRANSITION SERVICES AGREEMENT ............................................................. 8
UNION PLANS ............................................................................... 8

ARTICLE II. GENERAL PRINCIPLES ........................................................................... 8
2.01 ASSUMPTION OF NPTEST LIABILITIES .......................................................... 8
2.02 EMPLOYMENT LIABILITIES INDEMNIFICATION .................................................... 9
2.03 ESTABLISHMENT OF NPTEST PLANS ............................................................. 11
2.04 NPTEST'S PARTICIPATION IN STC PLANS ....................................................... 11
2.05 TERMS OF PARTICIPATION BY NPTEST EMPLOYEES IN NPTEST PLANS ................................ 13
2.06 NON-U.S. PLANS ............................................................................ 13

ARTICLE III. DEFINED BENEFIT PLAN ........................................................................ 13
3.01 NPTEST EMPLOYEES' PARTICIPATION IN STC PENSION PLAN ....................................... 13
3.02 NPTEST EMPLOYEES PARTICIPATION IN IS PENSION PLAN ......................................... 14

ARTICLE IV. DEFINED CONTRIBUTION PLANS ................................................................... 14
4.01 NPTEST SAVINGS PLAN ....................................................................... 14
4.02 IS PROFIT-SHARING PLAN [Reserved.] ........................................................ 14
4.03 NPTEST RETIRED EMPLOYEES .................................................................. 14

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ARTICLE V. EXECUTIVE AND OTHER PLANS ................................................. 15
5.01 BENEFIT AND SAVINGS RESTORATION PLANS ................................. 15
5.02 SEVERANCE PLANS ....................................................... 15

ARTICLE VI. HEALTH AND WELFARE PLANS ................................................. 16
6.01 ASSUMPTION OF HEALTH AND WELFARE PLAN LIABILITIES ..................... 16
6.02 CLAIMS FOR HEALTH AND WELFARE PLANS ................................... 17
6.03 POST-SEPARATION TRANSITIONAL ARRANGEMENTS ............................. 17
6.04 COBRA AND HIPAA ....................................................... 18
6.05 LEAVE OF ABSENCE PROGRAMS AND FMLA .................................... 18
6.06 STC WORKERS' COMPENSATION PROGRAM ..................................... 18

ARTICLE VII. EQUITY AND OTHER COMPENSATION ........................................... 19
7.01 SCHLUMBERGER OPTIONS .................................................. 19
7.02 STOCK PURCHASE PLAN ................................................... 19
7.03 NPTEST OPTION PLAN .................................................... 19
7.04 ANNUAL BONUS PLAN ..................................................... 20

ARTICLE VIII. FRINGE AND OTHER BENEFITS .............................................. 20
8.01 FRINGE BENEFITS ....................................................... 20
8.02 VACATION .............................................................. 20
8.03 OTHER BENEFITS ........................................................ 20

ARTICLE IX. CERTAIN TRANSITION MATTERS ............................................... 21
9.01 TRANSITION SERVICES AGREEMENT ......................................... 21
9.02 PAYMENT OF LIABILITIES, PLAN EXPENSES AND RELATED MATTERS ............. 21
9.03 SHARING OF PARTICIPANT INFORMATION .................................... 21
9.04 REPORTING AND DISCLOSURE COMMUNICATIONS TO PARTICIPANTS ............... 22
9.05 AUDITS REGARDING VENDOR CONTRACTS ..................................... 22
9.06 BENEFICIARY DESIGNATIONS .............................................. 22
9.07 REQUESTS FOR IRS AND DOL OPINIONS ..................................... 22
9.08 FIDUCIARY MATTERS ..................................................... 22
9.09 CONSENT OF THIRD PARTIES .............................................. 23
9.10 TAX COOPERATION ....................................................... 23
9.11 PLAN RETURNS .......................................................... 23

ARTICLE X. EMPLOYMENT-RELATED MATTERS ................................................ 23
10.01 TERMS OF NPTEST EMPLOYMENT ............................................ 23
10.02 HR DATA SUPPORT SYSTEMS ............................................... 23
10.03 EMPLOYMENT OF EMPLOYEES WITH U.S. WORK VISAS .......................... 23
10.04 CONFIDENTIALITY AND PROPRIETARY INFORMATION ........................... 23
10.05 ACCRUED PAYROLL, BONUSES, PROFIT SHARING AND COMMISSIONS .............. 28
10.06 PAYROLL AND WITHHOLDING ............................................... 28
10.07 PERSONNEL AND PAY RECORDS ............................................. 29

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10.08 NON-TERMINATION OF EMPLOYMENT; NO THIRD-PARTY BENEFICIARIES ........... 29

ARTICLE XI. GENERAL PROVISIONS ....................................................... 29
11.01 EFFECT IF IPO AND/OR SEPARATION DOES NOT OCCUR ........................ 29
11.02 RELATIONSHIP OF PARTIES ............................................... 30
11.03 AFFILIATED COMPANIES .................................................. 30
11.04 INCORPORATION OF SEPARATION AGREEMENT PROVISIONS ...................... 30
11.05 GOVERNING LAW ......................................................... 30
11.06 SEVERABILITY .......................................................... 30
11.07 AMENDMENT ............................................................. 30
11.08 TERMINATION ........................................................... 31
11.09 CONFLICT .............................................................. 31
11.10 COUNTERPARTS .......................................................... 31

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EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT (this "Agreement") is entered into as
of _________________, between Schlumberger Technology Corp., a Texas corporation
("STC"), Schlumberger Technologies, Inc., a Delaware corporation ("STI"),
Schlumberger B.V., a Netherlands corporation ("SBV") and NPTest, Inc., a
Delaware corporation ("NPTest"). Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to such terms in Article I hereof.

RECITALS

WHEREAS, STI and SBV collectively own all of the currently issued and
outstanding common stock of NPTest;

WHEREAS, shortly hereafter, shares of NPTest common stock will be sold
to the public in an initial public offering (the "IPO"), which will reduce STI's
and SBV's ownership of NPTest's issued and outstanding shares of common stock by
not more than ____%;

WHEREAS, each of STI and SBV currently intends to divest its remaining
ownership in NPTest through public or private sales of all of the shares of
NPTest common stock owned by it at a time subsequent to the date of the IPO.

WHEREAS, in furtherance of the foregoing, STC, STI, SBV and NPTest have
agreed to enter into this Agreement to allocate between them assets, liabilities
and responsibilities with respect to certain employee compensation, benefit
plans and programs, and certain employment matters; and

NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements set forth below, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

Wherever used in this Agreement, the following terms shall have the
meanings indicated below, unless a different meaning is plainly required by the
context. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the Separation Agreement. The singular shall
include the plural, unless the context indicates otherwise. Headings of sections
are used for convenience of reference only, and in case of conflict, the text of
this Agreement, rather than such headings, shall control:

ACTION. "Action" means any demand, action, suit, countersuit,
arbitration, inquiry, proceeding or investigation by or before any federal,
state, local, foreign or international Governmental Authority or any arbitration
or mediation tribunal.

AFFILIATES. "Affiliates" shall have the meaning set forth in the
Separation Agreement.

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AGREEMENT. "Agreement" means this Employee Matters Agreement, including
all the Addenda, Schedules and Exhibits hereto, and all amendments made hereto
from time to time.

ANCILLARY AGREEMENTS. "Ancillary Agreements" shall have the meaning set
forth in the Separation Agreement.

ANNUAL BONUS PLAN. "Annual Bonus Plan," when immediately preceded by
"STC," means the Schlumberger Technology Corp. Performance Incentive Plan. When
immediately preceded by "NPTest," "Annual Bonus Plan" means the annual incentive
plan to be established by NPTest pursuant to Sections 2.03 and 7.04.

BENEFIT RESTORATION PLAN. "Benefit Restoration Plan" means the
Schlumberger Supplementary Benefits Plan which relates to restoration of defined
benefit accruals limited by the qualified plan rules.

COBRA. "COBRA" means the continuation coverage requirements for "group
health plans" under Title X of the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended from time to time, and as codified in Code Section 4980B
and ERISA Sections 601 through 608.

CODE. "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

COMMON STOCK. "Common Stock," when immediately preceded by
"Schlumberger," means the common stock, without par value of Schlumberger. When
immediately preceded by "NPTest," "Common Stock" means the common stock, par
value $.01 per share, of NPTest.

DOL. "DOL" means the United States Department of Labor.

EMPLOYMENT LIABILITIES. "Employment Liabilities" means all claims,
causes of action, demands, liabilities, debts or damages (known or unknown)
related to all employment matters addressed in this Agreement, including but not
limited to claims arising under federal, state or local statute (including,
without limitation, Title VII of the Civil Rights Act of 1964, as amended
("Title VII"); the Age Discrimination in Employment Act of 1967, including the
Older Workers Benefit Protection Act of 1990 ("ADEA"); the Civil Rights Act of
1866, as amended, the Civil Rights Act of 1991, the Americans with Disabilities
Act of 1990 ("ADA"), the Energy Reorganization Act, as amended, 42 U.S.C. ss.
5851; the Workers Adjustment and Retraining Notification Act of 1988; the
Pregnancy Discrimination Act of 1978; ERISA; FMLA; the Fair Labor Standards Act;
the Occupational Safety and Health Act; the Equal Pay Act); claims in connection
with workers' compensation or "whistle blower" statutes and/or contract, tort,
defamation, slander, wrongful termination or any other state or federal
regulatory, statutory or common law or local ordinance.

ERISA. "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

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FLEXIBLE BENEFITS PLAN. "Flexible Benefits Plan," when immediately
preceded by "STC," means the Schlumberger Technology Corp. Flexible Benefits
Plan. When immediately preceded by "NPTest," Flexible Benefits Plan means the
flexible benefits plan to be established by NPTest pursuant to Section 2.03 and
Article VI that corresponds to the STC Flexible Benefits Plan.

FMLA. "FMLA" means the Family and Medical Leave Act of 1993, as amended
from time to time.

FRINGE BENEFITS. "Fringe Benefits," when immediately preceded by "STC,"
means the employee assistance program, educational assistance program, executive
financial planning program and relocation program sponsored and maintained by
STC. When immediately preceded by "NPTest," "Fringe Benefits" means the fringe
benefits, plans, programs and arrangements established or to be established by
NPTest pursuant to Section 2.03 and Article VIII that correspond to the
respective STC Fringe Benefits.

GOVERNMENTAL AUTHORITY. "Governmental Authority" shall mean any
federal, state, local, foreign or international court, government, department,
commission, board, bureau, agency, official or other regulatory, administrative
or governmental authority.

GROUP INSURANCE POLICIES. "Group Insurance Policies" is defined in
Subsection 6.04(b) and the Schedule thereto.

HCFA. "HCFA" means the United States Health Care Financing
Administration.

HEALTH AND WELFARE PLANS. "Health and Welfare Plans," when immediately
preceded by "STC," means the STC Health Plans, the Schlumberger Cafeteria,
Health Care Spending Account and Dependent Care Spending Account Plan (to the
extent not included in the definition of Health Plans below), the Schlumberger
Group Life, AD&D and BTA Plan, and the Schlumberger Disability Plan and any
similar or successor plans, programs or arrangements established and maintained
by STC for the benefit of employees and retirees of any member of the STC Group,
and such other welfare plans or programs as may apply to such employees and
retirees as of the NPTest Transition Date. When immediately preceded by
"NPTest," "Health and Welfare Plans" means the NPTest Health Plans, the NPTest
Flexible Benefits Plan, and the health and welfare plans to be established by
NPTest pursuant to Section 2.03 and Article VI that correspond to the respective
STC Health and Welfare Plans.

HEALTH PLANS. "Health Plans," when immediately preceded by "STC," means
the Schlumberger Group Health Care Plan, Schlumberger Retiree Medical Plan, and
Schlumberger Cafeteria, Health Care Spending Account and Dependent Care Spending
Account Plan (to the extent it provides health care spending account benefits),
and any similar or successor plans, programs or arrangements. When immediately
preceded by "NPTest," "Health Plans" means the health plans, programs and
arrangements to be established by NPTest pursuant to Section 2.03 and Article VI
that correspond to the respective STC Health Plans.

HEALTH PLAN TRANSITION DATE. "Health Plan Transition Date" means
January 1, 2003, or such earlier date as STC and NPTest may agree.

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HMO. "HMO" means a health maintenance organization that provides
benefits under the STC Health Plans or the NPTest Health Plans.

HMO AGREEMENTS. "HMO Agreements" is defined in Subsection 6.04(c) and
Schedule 6.04(c).

INTERNATIONAL PSP. "International PSP" when immediately preceded by
"STC," means the applicable of the Schlumberger Limited International Staff
Profit Sharing Plan and the Schlumberger Profit-Sharing Plan for US Citizens
Employed Aboard. When immediately preceded by "NPTest," "Savings Plan" means the
profit sharing plans to be established by NPTest pursuant to Section 2.03 and
4.02.

IPO. "IPO" has the meaning set forth in the Recitals hereof, as the
same is further described in the Separation Agreement.

IPO CLOSING DATE. "IPO Closing Date" means the first date on which the
proceeds of any sale of NPTest Common Stock to the underwriters in the IPO are
received.

IPO RETIREES. "IPO Retirees" are NPTest Employees who have attained
sufficient age and service credit as of the IPO Closing Date to retire and begin
receiving retiree medical benefits under the STC Retiree Medical Plan and
pension benefits under the Retirement Pan.

IRS. "IRS" means the United States Internal Revenue Service.

IS PENSION PLAN. "IS Pension Plan" means the Schlumberger Limited
International Staff Pension Plan.

LEAVE OF ABSENCE PROGRAMS. "Leave of Absence Programs," when
immediately preceded by "STC," means the personal, medical, military and FMLA
leave offered from time to time under the personnel policies and practices of
STC. When immediately preceded by "NPTest," "Leave of Absence Programs" means
the leave of absence programs established and maintained by NPTest.

LIABILITIES. "Liabilities" shall mean any and all indebtedness,
liabilities and obligations, whether accrued, fixed or contingent, mature or
inchoate, known or unknown, reflected on a balance sheet or otherwise,
including, but not limited to, those arising under any law, rule, regulation,
Action, order, injunction or consent decree of any Governmental Authority or any
judgment of any court of any kind or any award of any arbitrator of any kind,
and those arising under any contract, commitment or undertaking.

NPTEST. "NPTest" means NPTest, Inc., a Delaware corporation. In all
such instances in which NPTest is referred to in this Agreement, it shall also
be deemed to include a reference to each member of the NPTest Group, unless it
specifically provides otherwise; NPTest shall be solely responsible to STC for
ensuring that each member of the NPTest Group complies with the applicable terms
of this Agreement.

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NPTEST BUSINESS. "NPTest Business" shall have the meaning set forth in
the Separation Agreement.

NPTEST EMPLOYEE. "NPTest Employee" means any individual who, as of the
Separation Date, is: (a) either actively employed by, or on short-term
disability leave or a leave of absence from, any member of the NPTest Group; (b)
a NPTest Terminated Employee; (c) an alternate payee under a QDRO, alternate
recipient under a QMCSO, beneficiary, covered dependent, or qualified
beneficiary (as such term is defined under COBRA), of an employee described in
Subsection (a) or (b) above; or (d) an employee or group of employees designated
by STC and NPTest, by mutual agreement, as NPTest Employees; but not (e) a
NPTest Retired Employee. An employee may be a NPTest Employee pursuant to this
Section regardless of whether such employee is, as of the Separation Date,
alive, actively employed, on a temporary leave of absence from active
employment, on layoff, terminated from employment, retired or on any other type
of employment or post-employment status relative to a STC Plan, and regardless
of whether, as of the Separation Date, such employee is then receiving any
benefits from a STC Plan.

NPTEST GROUP. "NPTest Group" shall have the meaning set forth in the
Separation Agreement.

NPTEST INDEMNITIES. "NPTest Indemnities" means NPTest and each member
of the NPTest Group and each of their respective directors, officers and
employees, and each of the heirs, executors, successors and assigns of any of
the foregoing.

NPTEST RETIRED EMPLOYEE. "NPTest Retired Employee" means any individual
who would have qualified as a NPTest Employee but who retired on or after the
NPTest Transition Date and on or before the Separation Date and who is
identified as a NPTest Retired Employee by mutual agreement between NPTest and
STC on or before the Separation Date.

NPTEST TERMINATED EMPLOYEE. "NPTest Terminated Employee" means any
individual who is a former employee of any member of the STC Group who was
terminated from any member of the NPTest Group on or after the NPTest Transition
Date and on or before the Separation Date. Notwithstanding the foregoing,
"NPTest Terminated Employee" shall not, unless otherwise expressly provided to
the contrary in this Agreement, include: (a) an individual who is a STC Employee
at the Separation Date; (b) an individual who is otherwise a NPTest Terminated
Employee, but who is subsequently employed by any member of the STC Group on or
prior to the Separation Date; or (c) a NPTest Retired Employee.

NPTEST TRANSITION DATE. "NPTest Transition Date" means the date or
dates that the formal employment of the employees associated with the NPTest
Group is transferred from the STC Group to the NPTest Group.

NPTEST UNION EMPLOYEES. "NPTest Union Employees" mean NPTest Employees
whose employment is covered by the terms of a collective bargaining agreement.

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NPTEST WCP CLAIMS. "NPTest WCP Claims" is defined in Subsection
6.07(a)(i).

OPTION. "Option," when immediately preceded by "STC," means an option
to purchase STC common stock pursuant to a Stock Plan. When immediately preceded
by "NPTest," "Option" means an option to purchase NPTest common stock pursuant
to a plan providing such benefits to be established by NPTest pursuant to
Section 2.03 and Article VII.

OPTION PLAN. "Option Plan," when preceded by Schlumberger, means any
and all of the Schlumberger 2001 Stock Option Plans, Schlumberger 1998 Stock
Option Plan or the Schlumberger 1994 Stock Option Plan. When preceded by NPTest,
"Option Plan" means the 2002 Stock Option Plan as described in Section 7.03.

OUTSOURCE. "Outsource" is defined in Subsection 6.02(b).

PARTICIPATING COMPANY. "Participating Company" means: (a) STC; (b) any
Person (other than an individual) that STC has approved for participation in,
has accepted participation in, and which is participating in, a Plan sponsored
by STC; or (c) any Person (other than an individual) which, by the terms of such
a Plan, participates in such a Plan sponsored by STC or any employees of which,
by the terms of such a Plan, participate in or are covered by such a Plan.

PBGC. "PBGC" means the Pension Benefit Guaranty Corporation.

PERSON. "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

PLAN. "Plan," depending on the context, may mean any plan, policy,
program, payroll practice, arrangement, contract, trust, insurance policy, or
any agreement or funding vehicle providing compensation or benefits to
employees, former employees or directors of STC or NPTest.

QDRO. "QDRO" means a domestic relations order which qualifies under
Code Section 414(p) and ERISA Section 206(d) and which creates or recognizes an
alternate payee's right to, or assigns to an alternate payee, all or a portion
of the benefits payable to a participant under the STC Savings Plan or the STC
Pension Plan.

QMCSO. "QMCSO" means a medical child support order which qualifies
under ERISA Section 609(a) and which creates or recognizes the existence of an
alternate recipient's right to, or assigns to an alternate recipient the right
to, receive benefits for which a participant or beneficiary is eligible under
any of the Health Plans.

SAVINGS PLAN. "Savings Plan" when immediately preceded by "STC," means
the Schlumberger Technologies, Inc. Savings and Profit Sharing Plan, a defined
contribution plan. When immediately preceded by "NPTest," " Savings Plan" means
the savings and profit sharing plan to be established by NPTest pursuant to
Sections 2.03 and 4.01.

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SAVINGS RESTORATION PLAN. "Savings Restoration Plan," when immediately
preceded by STC, means the Schlumberger Restoration Savings Plan which relates
to restoration of defined contribution benefits limited by the qualified plan
rules. When immediately preceded by "NPTest," "Savings Restoration Plan" means
the plan to be established by NPTest pursuant to Section 5.03(b) which
corresponds to the STC Savings Restoration Plan.

SCHLUMBERGER. "Schlumberger" means Schlumberger Limited, a Netherland,
Antilles corporation.

SEC. "SEC" means the United States Securities and Exchange Commission.

SEPARATION. "Separation" shall mean the IPO and subsequent offerings or
sales of NPTest Common Stock resulting in STC owning less than 50% of the
outstanding NPTest Common Stock.

SEPARATION AGREEMENT. "Separation Agreement" means the Master
Separation and Sale Agreement between STC and NPTest entered into as of
_____________.

SEPARATION DATE. "Separation Date" means the first date as of which STC
Group owns directly or indirectly less than 50% of the outstanding NPTest Common
Stock.

SEVERANCE PLANS. "Severance Plans," when immediately preceded by "STC,"
means the severance pay plans established and maintained by STC. When
immediately preceded by "NPTest," "Severance Plans" means the severance pay
plans established and maintained by NPTest.

STC. "STC" means Schlumberger Technology Corp. a Texas corporation. In
all such instances in which STC is referred to in this Agreement, it shall also
be deemed to include a reference to each member of the STC Group, unless it
specifically provides otherwise; STC shall be solely responsible to NPTest for
ensuring that each member of the STC Group complies with the applicable terms of
this Agreement. Notwithstanding the foregoing, to the extent that this Agreement
provides for STC to assume Liabilities associated with non-U.S. employees or
employee benefit plans or arrangements, such Liabilities shall be assumed by SBV
or its appropriate subsidiary.

STC EMPLOYEE. "STC Employee" means an individual who, on the Separation
Date, is or was employed with any member of the STC Group and is not a NPTest
Employee.

STC GROUP. "STC Group" shall mean STC, STI, SBV and each entity (other
than an entity which is a member of the NPTest Group) which is a member of the
same controlled group of corporations with STC as determined under Section
414(b) or (c) of the Code.

STC INDEMNITIES. "STC Indemnities" shall mean STC and each member of
the STC Group and each of their respective directors, officers and employees,
and each of the heirs, executors, successors and assigns of any of the
foregoing.

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STC PENSION PLAN. "STC Pension Plan" means the Schlumberger Technology
Corp. Pension Plan, a defined benefit plan.

STC TERMINATED EMPLOYEE. "STC Terminated Employee" means any individual
who is a former employee of any member of the STC Group and who, on the
Separation Date, is not a NPTest Employee.

STC WCP. "STC WCP" means the STC Workers' Compensation Program,
comprised of the various arrangements established by a member of the STC Group
to comply with the workers' compensation requirements of the states in which the
STC Group conducts business.

STOCK PURCHASE PLAN. "Stock Purchase Plan" means the Schlumberger
Limited Discounted Stock Purchase Plan.

SUBSIDIARY. "Subsidiary" shall have the meaning set forth in the
Separation Agreement.

TAX SHARING AGREEMENT. "Tax Sharing Agreement" means the Ancillary
Agreement which is attached as an exhibit to the Separation Agreement.

TRANSITION SERVICES AGREEMENT. "Transition Services Agreement" means
the Master Transitional Services Agreement, which is attached as an exhibit to
the Separation Agreement.

UNION PLANS. "Union Plans," means all Plans maintained by STC or NPTest
for the benefit of certain of their bargaining unit employees.

ARTICLE II.

GENERAL PRINCIPLES

2.01 ASSUMPTION OF NPTEST LIABILITIES. Except as specified otherwise in
this Agreement, or as mutually agreed upon by NPTest and STC from time to time,
STC (or SBV, to the extent relating to non-U.S. employees, employee benefit
plans or arrangements) hereby assumes and agrees to pay, perform, fulfill and
discharge, in accordance with their respective terms, subject to Section 9.02
and to the indemnification provisions of Section 2.02, all Liabilities relating
to NPTest Retired Employees, to the extent relating to, arising out of or
resulting from former employment with any member of the STC Group and/or the
NPTest Group (including Liabilities arising under or relating to STC Plans and
NPTest Plans). Except as specified otherwise in this Agreement, or as mutually
agreed upon by NPTest and STC from time to time, NPTest hereby assumes and
agrees to pay, perform, fulfill and discharge, in accordance with their
respective terms, all of the following subject to Section 9.02 and to the
indemnification provisions of Section 2.02: (a) all Liabilities relating to
NPTest Employees, in each case relating to, arising out of or resulting from
employment by any member of the STC Group before the IPO Closing Date,
(including Liabilities arising under or relating to STC Plans and NPTest Plans);
(b) all other Liabilities relating to employees of any member of the NPTest
Group, to the extent relating to, arising out of or resulting from future,
present or

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former employment with any member of the NPTest Group (including Liabilities
arising under or relating to STC Plans and NPTest Plans); (c) all Liabilities
relating to, arising out of or resulting from any other actual or alleged
employment relationship with any member of the NPTest Group; and (d) all other
Liabilities relating to, arising out of or resulting from obligations,
liabilities and responsibilities expressly assumed or retained by any member of
the NPTest Group or a NPTest Plan, pursuant to this Agreement.

2.02 EMPLOYMENT LIABILITIES INDEMNIFICATION

(a) Indemnification by NPTest. Except as otherwise
provided in this Agreement, including Subsection 2.02(c),
NPTest shall, for itself and as agent for each member of the
NPTest Group, indemnify, defend (or, where applicable, pay the
defense costs for) and hold harmless the STC Indemnitees from
and against any and all Employment Liabilities that any third
party seeks to impose upon the STC Indemnitees, or which are
imposed upon the STC Indemnitees, if and to the extent such
Employment Liabilities relate to, arise out of or result from
any of the following items (without duplication):

(i) any acts or omissions or alleged acts or
omissions by or on behalf of any member or person
employed by a member of the NPTest Group in the
conduct of the NPTest Business;

(ii) any claim by an officer of any member of
the NPTest Group (who is an officer as of the IPO
Closing Date) against any member or employee of any
member of the STC Group except with respect to
benefit obligations of NPTest Employees assumed by
STC pursuant to a specific provision of this
Agreement;

(iii) any breach by NPTest or any member or
person employed by a member of the NPTest Group of
this Agreement, the Separation Agreement or any other
Ancillary Agreement; and

(iv) the employment of the NPTest Employees by
any member of the NPTest Group after the [ ] Date,
including Liabilities arising under or relating to
STC Plans and NPTest Plans.

In the event that any member of the NPTest Group makes a payment to the
STC Indemnitees hereunder, and the Employment Liability on account of which such
payment was made is subsequently diminished, either directly or through a
third-party recovery, STC will promptly repay (or will procure a STC Indemnitee
to promptly repay) such member of the NPTest Group the amount by which the
payment made by such member of the NPTest Group exceeds the actual cost of the
associated indemnified Employment Liability.

(b) Indemnification by STC. Except as otherwise
provided in this Agreement, including Subsection 2.02(c), STC shall,
for itself and as agent for each member of the STC Group, indemnify,
defend (or, where applicable, pay

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the defense costs for) and hold harmless the NPTest
Indemnitees from and against any and all Employment
Liabilities that any third party seeks to impose upon the
NPTest Indemnitees, or which are imposed upon the NPTest
Indemnitees, if and to the extent such Employment Liabilities
relate to, arise out of or result from any of the following
items (without duplication):

(i) any acts or omissions or alleged acts or
omissions by or on behalf of any member or person
employed by a member of the STC Group in the conduct
of the STC Business;

(ii) any claim by an officer of any member of
the STC Group (who is an officer as of the IPO
Closing Date) against any member or employee of any
member of the NPTest Group;

(iii) any breach by STC or any member or person
employed by a member of the STC Group of this
Agreement, the Separation Agreement or any other
Ancillary Agreement; and

(iv) the employment of the NPTest Employees by
any member of the STC Group before the [ ] Date,
including Liabilities arising under or relating to
STC Plans and NPTest Plans.

In the event that any member of the STC Group makes a payment
to the NPTest Indemnitees hereunder, and the Employment Liability on account of
which such payment was made is subsequently diminished, either directly or
through a third-party recovery, NPTest will promptly repay (or will procure a
NPTest Indemnitee to promptly repay) such member of the STC Group the amount by
which the payment made by such member of the STC Group exceeds the actual cost
of the indemnified Employment Liability.

(c) Exceptions. In accordance with the current
practice in effect as of the execution of the Agreement, with
respect to claims for benefits or compensation, if an
underlying act or omission as contemplated in Subsections
2.02(a) or 2.02(b) occurs and such act or omission constitutes
the principal basis for such a claim, then Subsection 2.02(a)
or (b) shall apply, as applicable, to establish
indemnification obligations. If, however, no specific act or
omission occurs that is attributable to STC or NPTest and the
principal underlying basis for a claim for benefits or
compensation involves plan administration or other similar
systemic type activities related to maintenance of plans,
notwithstanding Subsections 2.02(a) and (b), in accordance
with the current practice in effect as of the execution of the
Agreement, NPTest and STC shall be responsible for their pro
rata allocated share of costs to defend such claim. In
addition, if a claim relates specifically to the transfer or
other movement of employment between STC and NPTest in
connection with the Separation and to the employee benefit
changes made in connection therewith, then notwithstanding
Subsections 2.02(a) and (b), in accordance with the current
practice in effect as of the execution of the

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Agreement, NPTest and STC shall be responsible for their pro
rata allocated share of costs to defend such claim.

2.03 ESTABLISHMENT OF NPTEST PLANS.

(a) Health and Welfare Plans and Retiree Medical.
Except as specified otherwise in this Agreement, effective as
of the Health Plans Transition Date, NPTest intends to
establish the NPTest Health and Welfare Plans to the extent
financially and administratively practicable. The foregoing
NPTest Health and Welfare Plans as in effect as of the Health
Plan Transition Date shall be substantially comparable to the
STC Health and Welfare Plans as in effect on the Health Plan
Transition Date; provided, however, that NPTest does not
intend to establish any retiree life or retiree medical
program.

(b) Savings Plan and Fringe Benefits. Except as
specified otherwise in this Agreement, effective as of the
earlier of the Separation Date, January 1, 2003, or such other
date(s) as STC and NPTest may mutually agree, to the extent
financially and administratively practicable, NPTest intends
to establish the NPTest Savings Plan as more fully described
in Article IV and the NPTest Fringe Benefits as more fully
described in Article VIII.

(c) Equity and Other Compensation. Except as
specified otherwise in this Agreement, effective as of the
Separation Date or such other date(s) as STC and NPTest may
mutually agree, to the extent financially and administratively
practicable, NPTest intends to establish such Plans as NPTest
determines to be appropriate, including, without limitation,
the NPTest Savings Restoration Plan. The foregoing NPTest
Plans shall be substantially comparable to the STC Plans as in
effect on the Separation Date.

(d) NPTest Under No Obligation to Maintain Plans.
Except as specified otherwise in this Agreement, nothing in
this Agreement shall preclude NPTest, at any time from
amending, merging, modifying, terminating, eliminating,
reducing, or otherwise altering in any respect any NPTest
Plan, any benefit under any NPTest Plan or any trust,
insurance policy or funding vehicle related to any NPTest Plan
(to the extent permitted by law).

2.04 NPTEST'S PARTICIPATION IN STC PLANS.

(a) Participation in STC Plans.

(i) Except as specified otherwise in this
Agreement, or as STC and NPTest may mutually agree,
NPTest shall adopt as a Participating Company the
STC Plans in effect as of NPTest Transition Date, to
the extent that NPTest has not yet established
substantially comparable Plans. Effective as of any
date on or after NPTest Transition Date and before
the Separation Date (or such other date as STC and
NPTest may mutually agree upon), any member of the
NPTest Group not described in the preceding

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sentence may, at its request and with the consent of
STC and NPTest, become a Participating Company in
any or all of the STC Plans, to the extent that
NPTest has not yet established a substantially
comparable Plan.

(ii) On and after the Separation Date, or such
other date as the STC and NPTest may mutually agree,
NPTest shall no longer participate as a
participating company in any STC Plans.

(b) STC's General Obligations as Plan Sponsor.

(i) To the extent that NPTest is a
Participating Company in any STC Plan(s), STC shall
continue to administer, or cause to be administered,
in accordance with their terms and applicable law,
such STC Plan(s), and shall have the sole and
absolute discretion and authority to interpret the
STC Plan(s), as set forth therein. STC shall not
discriminate against NPTest Employees in favor of
STC Employees with respect to the administration
and/or distribution of benefits under the STC Plans.

(ii) With regard to NPTest Retired Employees
participating in STC Plans after the Separation
Date, STC shall continue to administer, or cause to
be administered, in accordance with their terms and
applicable law, such STC Plans, and shall have sole
and absolute discretion and authority to interpret
such Plans or amend or terminate such Plans, as set
forth therein.

(c) NPTest's General Obligations as Participating
Company. NPTest shall perform with respect to its
participation in the STC Plans, the duties of a Participating
Company as set forth in each such Plan or any procedures
adopted pursuant thereto, including (without limitation): (i)
assisting in the administration of claims, to the extent
requested by the claims administrator of the applicable STC
Plan; (ii) cooperating fully with STC Plan auditors, benefit
personnel and benefit vendors; (iii) preserving the
confidentiality of all financial arrangements STC has or may
have with any vendors, claims administrators, trustees or any
other entity or individual with whom STC has entered into an
agreement relating to the STC Plans; and (iv) preserving the
confidentiality of participant information (including, without
limitation, personal health information) to the extent not
specified otherwise in this Agreement.

(d) Termination of Participating Company Status.
Except as specified otherwise in this Agreement or otherwise
may be mutually agreed upon by STC and NPTest, effective as of
the Separation Date or such other date as NPTest establishes a
substantially comparable Plan (as specified in Section 2.03 or
otherwise in this Agreement), NPTest shall automatically cease
to be a Participating Company in the corresponding STC Plan.

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(e) Costs. NPTest shall pay its allocable portion
of contributions and administration costs attributable to
NPTest Employees while participating in STC Plans as provided
in Article IX.

2.05 TERMS OF PARTICIPATION BY NPTEST EMPLOYEES IN NPTEST
PLANS.

(a) Non-Duplication of Benefits. As of the
Separation Date or such other date that applies to the
particular NPTest Plan, the separate NPTest Plans shall be,
with respect to employees of the NPTest Group, in all respects
the successors in interest to, and shall not provide benefits
that duplicate benefits provided by, the corresponding STC
Plans. STC and NPTest shall mutually agree, if necessary, on
methods and procedures, including amending the respective Plan
documents, to prevent employees of the NPTest Group from
receiving duplicate benefits from the STC Plans and the NPTest
Plans.

(b) Service Credit. Except as specified otherwise
in this Agreement or as required by applicable law, with
respect to NPTest Employees, each NPTest Plan shall provide
that all service, all compensation and all other
benefit-affecting determinations that, as of the Separation
Date, were recognized under the corresponding STC Plan shall,
as of the Separation Date, receive full recognition and credit
and be taken into account under such NPTest Plan to the same
extent as if such items occurred under such NPTest Plan,
except to the extent that duplication of benefits would
result. The service crediting provisions shall be subject to
any respectively applicable "service bridging," "break in
service," "employment date," or "eligibility date" rules under
the NPTest Plans and the STC Plans.

2.06 NON-U.S. PLANS. NPTest and STC each intend that
matters, issues, or Liabilities relating to, arising out of, or resulting from
non-U.S. Plans, and non-U.S.-related employment matters be handled in a manner
that is consistent with comparable U.S. matters, issues, or Liabilities as
reflected in this Agreement (to the extent permitted by applicable law or as
otherwise specified in Schedule 2.06 hereto).

ARTICLE III.

DEFINED BENEFIT PLAN

3.01 NPTEST EMPLOYEES' PARTICIPATION IN STC PENSION PLAN.
Effective as of the IPO Closing Date, STC shall amend the STC Pension Plan to
provide that employees who become employed by any member of the NPTest Group on
or after the IPO Closing Date shall not be eligible to participate in the STC
Pension Plan. Effective as of the IPO Closing Date, STC shall amend the STC
Pension Plan to provide that eligible employees of any member of the NPTest
Group shall be fully vested in their accrued benefit under the STC Pension Plan
and to provide that such employees shall no longer participate in the STC
Pension Plan on and after such date. Effective as of the IPO Closing Date, STC
shall assume all Liabilities to or relating to the employees of any member of
the NPTest Group and the NPTest

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Retired Employees under the STC Pension Plan. An IPO Retiree may elect to retire
from STC and begin receiving pension benefits from the STC Pension Plan
effective as of the IPO Closing Date, so long as STC does not own, directly or
indirectly, more than 80% of the common stock of NPTest following the IPO
Closing Date.

3.02 NPTEST EMPLOYEES PARTICIPATION IN IS PENSION PLAN. Except as
otherwise required by applicable law, (a) effective as of the IPO Closing Date,
STC shall amend the IS Pension Plan to provide that employees who become
employed by any member of the NPTest Group on or after the IPO Closing Date
shall not be eligible to participate in the IS Pension Plan, (b) effective as of
the Separation Date, eligible employees of any member of the NPTest Group shall
no longer participate in the IS Pension Plan on and after such date and (c)
effective as of the Separation Date, STC shall assume all Liabilities to or
relating to the employees of any member of the NPTest Group and the NPTest
Retired Employees under the IS Pension Plan.

ARTICLE IV.

DEFINED CONTRIBUTION PLANS

4.01 NPTEST SAVINGS PLAN. Effective as of the earlier of the
Separation Date or December 31, 2002, the account balances of the employees of
the members of the NPTest Group who participate in the STC Savings Plan shall be
fully vested. Effective as of the NPTest Transition Date, NPTest, as a
Participating Company in the STC Savings Plan, shall be responsible for
providing an employer contribution with respect to NPTest Employees in
accordance with the terms of the STC Savings Plan. Effective as of the earlier
of the Separation Date or January 1, 2003, NPTest shall establish, or cause to
be established, a trust, which is intended to be qualified under Code Section
401(a), exempt from taxation under Code Section 501(a)(1), and forming the
separate NPTest Savings Plan. As soon as reasonably practicable following the
Separation Date, or such earlier date as mutually agreed to by the parties, STC
shall cause to be determined for the STC Savings Plan the amount of assets to be
transferred from the STC Savings Plan to the NPTest Savings Plan. Such amount
shall be equal to the greater of (a) the amount required under Code Section
414(l), or (b) the amount within the sub-account(s) within the trust associated
with the STC Savings Plan that has been separately maintained and accounted for
on behalf of employees of the members of the NPTest Group less the amount
attributable to NPTest Retired Employees. No participant shall be entitled to a
distribution from the Savings Plans solely as a result of the Separation.

4.02 IS PROFIT-SHARING PLAN [Reserved.]

4.03 NPTEST RETIRED EMPLOYEES. Notwithstanding the above, account
balances of NPTest Retired Employees, if any, shall remain in the STC Savings
Plan after the Separation Date; provided, however, that if an IPO Retiree
accepts or continues employment with the NPTest Group, then he shall continue to
participate in the NPTest Savings Plan in the same manner as other NPTest
Employees.

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ARTICLE V.

EXECUTIVE AND OTHER PLANS

5.01 BENEFIT AND SAVINGS RESTORATION PLANS.

(a) Benefit Restoration Plan. Effective as of the
IPO Closing Date, employees of the members of the NPTest Group
shall no longer accrue benefits under the STC Benefit
Restoration Plan. NPTEST Employees who have not reached age 55
as of the Separation Date shall forfeit any benefit under the
STC Benefit Restoration Plan. As of the IPO Closing Date, STC
shall assume all Liabilities to or relating to the NPTest
Retired Employees under the STC Benefit Restoration Plan.

(b) Savings Restoration Plan.

(i) Establishment of NPTest Savings
Restoration Plan. Effective as of the earlier of the
Separation Date, January 1, 2003, or such other date
as STC and NPTest may mutually agree, NPTest may
establish in its sole discretion the NPTest Savings
Restoration Plan which shall be substantially
comparable to the STC Savings Restoration Plan. As
of the NPTest Transition Date, NPTest shall assume
all Liabilities to or relating to the NPTest
Employees under the STC Savings Restoration Plan. As
of the NPTest Transition Date, STC shall assume all
Liabilities to or relating to the NPTest Retired
Employees under the STC Savings Restoration Plan.

(ii) Participation in the NPTest Savings
Restoration Plan. Effective as of the date NPTest
establishes the NPTest Savings Restoration Plan, if
at all, eligible NPTest Employees determined in
accordance with the terms of the applicable Plan
shall cease to be eligible to participate in the STC
Savings Restoration Plan. In any event, NPTest
Employees shall not be eligible to participate in
the STC Savings Restoration Plan after the earlier
of the Separation Date or January 1, 2003.

5.02 SEVERANCE PLANS. NPTest shall establish such severance
plans as it deems necessary in its discretion. Except as required by applicable
law, the STC Severance Plans shall provide that no NPTest Employee shall become
eligible for severance benefits on account of the IPO or Separation.

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ARTICLE VI.

HEALTH AND WELFARE PLANS

6.01 ASSUMPTION OF HEALTH AND WELFARE PLAN LIABILITIES.

(a) General - Health and Welfare Plans. STC shall retain all
Liabilities incurred through the Health Plans Transition Date under each
STC Health and Welfare Plan, whether or not claims are filed before the
Health Plan Transition Date, by or on behalf of NPTest Employees or their
spouses or dependents. NPTest shall indemnify STC against any Liabilities
arising after the [ ] Date and prior to the Health Plans Transition Date by
paying the current cost of coverage associated with such NPTest Employees
or their spouses or dependents, to the extent not already paid. Claims for
benefits incurred by NPTest Employees prior to the Health Plans Transition
Date must be submitted to the appropriate STC Health and Welfare Plan
within 90 days following the Health Plans Transition Date. Immediately
following the Health Plan Transition Date, NPTest Employees shall no longer
participate in the STC Health and Welfare Plans, and NPTest shall be
responsible for all Liabilities under the NPTest Health and Welfare Plans.
NPTest affirmatively covenants to ensure that any NPTest Employee on
short-term disability or leave of absence as of the Health Plans Transition
Date shall be immediately covered under the NPTest short-term disability
coverage and all other NPTest Health and Welfare Plans, and shall receive
the same disability benefits as such employee would have received if he had
remained an STC Employee. Any NPTest Employee who becomes disabled or goes
on leave of absence on or after the Health Plans Transition Date shall
receive benefits in accordance with the applicable NPTest Plan, as
determined by NPTest in its discretion.

(b) Retiree Life and Medical. Effective as of the IPO Closing
Date, employees of the members of the NPTest Group shall no longer be
eligible to participate in STC's retiree life insurance and retiree medical
plans, and STC shall assume all Liabilities under STC's retiree medical
plan for those employees of the NPTest Group who as of the IPO Closing Date
have attained the requisite age and service requirements under such Plan;
provided, however, that such employees shall not accrue any additional
benefits under any such Plans. IPO Retirees shall be treated as retirees of
Schlumberger for purposes of retiree life and health insurance and shall be
eligible to receive retiree medical and life insurance in accordance with
STC's retiree plans (as such may be amended from time to time), even if
such IPO Retiree accepts or continues employment with the NPTest Group
following the IPO. Except as otherwise expressly provided above, after the
IPO Closing Date, no other employee of any member of the NPTest Group shall
be entitled to benefits under the STC retiree medical plan.

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6.02 CLAIMS FOR HEALTH AND WELFARE PLANS.

(a) Administration of STC Claims. STC shall administer
claims incurred under the STC Health and Welfare Plans by
NPTest Employees before the Health Plan Transition Date, but
only to the extent that NPTest has not, before the Health Plan
Transition Date, established and assumed administrative
responsibility for a comparable Plan. Any determination made
or settlements entered into by STC with respect to such claims
shall be final and binding.

(b) Outsourcing of Claims by STC. STC shall have the
right to engage a third party administrator, vendor, or
insurance company to administer ("Outsource") claims incurred
under the STC Health and Welfare Plans, including claims
incurred by employees of the members of the NPTest Group
before the Health Plans Transition Date; provided, however,
that such decision to outsource shall not result in any
additional cost to NPTest above that provided in the
Transition Services Agreement. STC may determine the manner
and extent of such Outsourcing, including the selection of one
or more third party administrators, vendors, or insurance
companies and the ability to transfer the liability for such
claims to one or more independent insurance companies.

6.03 POST-SEPARATION TRANSITIONAL ARRANGEMENTS.

(a) Continuance of Elections, Co-Payments and Maximum
Benefits.

(i) As of the Health Plan Transition Date or such
other date as STC and NPTest may mutually agree,
NPTest shall cause the NPTest Health and Welfare Plans
to maintain substantially comparable coverage and
contribution elections, if any, made by NPTest
Employees under the STC Health and Welfare Plans and
apply such elections under the NPTest Health and
Welfare Plans for the remainder of the period or
periods, if any, for which such elections are by their
terms applicable. The transfer or other movement of
employment between STC and NPTest in connection with
the Separation shall constitute neither a "status
change" under the STC Health and Welfare Plans or the
NPTest Health and Welfare Plans nor a "qualifying
event," as defined under COBRA.

(ii) On and after the Health Plan Transition Date,
NPTest shall cause the NPTest Health Plans to
recognize and give credit for all benefits paid to
NPTest Employees under the STC Health Plans for (A)
all amounts applied to deductibles, out of pocket
maximums, co-payments and other applicable benefit
coverage limits with respect to which such expenses
have been incurred by NPTest Employees under the STC
Health Plans for the remainder of the calendar year in
which the Separation Date occurs and (B) all benefits
paid to NPTest Employees under the STC

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Health Plans for purposes of determining when such
persons have reached their lifetime maximum benefits
under the NPTest Health Plans. Notwithstanding the
above, NPTest's obligations under this Subsection
6.03(a)(ii) shall be limited by the market
availability of health insurance products or other
arrangements satisfying the criteria described above.
NPTest shall use its commercially reasonable best
efforts to locate and engage the services of a vendor
whose policies or other arrangements meet the
requirements above.

(b) HCFA Administration. As of the Health Plan
Transition Date, NPTest shall assume all Liabilities relating
to, arising out of or resulting from claims verified by STC or
NPTest under the HCFA data match reports that relate to NPTest
Employees.

6.04 COBRA AND HIPAA. STC shall be responsible, through the
Health Plan Transition Date, for compliance with the health care continuation
coverage requirements of COBRA, the portability requirements under the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA") and the STC
Health and Welfare Plans with respect to employees of the members of the NPTest
Group and qualified beneficiaries (as such term is defined under COBRA). STC
shall provide all necessary notices, or cause the notices to be provided, as
soon as administratively practical, but in no event later than required under
COBRA. NPTest shall be responsible for providing STC or its agents with all
necessary employee change notices and related information for covered
dependents, spouses, qualified beneficiaries (as such term is defined under
COBRA), and alternate recipients pursuant to QMCSO, in accordance with
applicable STC COBRA policies and procedures. As soon as administratively
practicable after the Separation Date, STC shall provide NPTest, through hard
copy, electronic format or such other mechanism as is appropriate under the
circumstances, with a list of all qualified beneficiaries (as such term is
defined under COBRA) that relate to the members of the NPTest Group and the
relevant information pertaining to their coverage elections. Effective as of the
Health Plan Transition Date, NPTest shall be solely responsible for compliance
with the health care continuation coverage requirements of COBRA and the
portability requirements under HIPAA for the NPTest Health and Welfare Plans for
NPTest Employees and their qualified beneficiaries (as such term is defined
under COBRA).

6.05 LEAVE OF ABSENCE PROGRAMS AND FMLA. Effective as of the
Separation Date, NPTest shall establish the NPTest Leave of Absence Programs and
FMLA programs and shall be responsible for administering leaves of absence and
complying with FMLA with respect to NPTest Employees.

6.06 STC WORKERS' COMPENSATION PROGRAM.

(a) Through the Health Plan Transition Date or such
other date as STC and NPTest may mutually agree, STC shall
continue to be responsible for the administration of all
claims that (A) are, or have been, incurred under the STC WCP
before the Health Plan Transition Date by employees of the
NPTest Group ("NPTest WCP Claims"), and (B) have been
historically administered by STC or

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its third party administrator. However, STC will advise NPTest
of and secure approval for any material changes to current
policy or practice with respect to the administration of
NPTest WCP Claims.

(b) Effective as of the Health Plan Transition Date or
such other date as STC and NPTest may mutually agree, NPTest
shall be responsible for the administration of all NPTest WCP
Claims.

(c) Each party shall fully cooperate with the other
with respect to the administration and reporting of NPTest WCP
Claims, the payment of NPTest WCP Claims determined to be
payable, and the transfer of the administration of any NPTest
WCP Claims to the other party.

ARTICLE VII.

EQUITY AND OTHER COMPENSATION

7.01 SCHLUMBERGER OPTIONS.

(a) Treatment of Outstanding Options. All terms and
conditions applicable to the Schlumberger Options (including,
but not limited to, the vesting schedule) shall remain
applicable to the Schlumberger Options following the IPO
Closing Date. Outstanding Schlumberger Options that are vested
but unexercised and unexpired as of the Separation Date may be
exercised by the option holder for a period of 90 days
following the Separation Date; provided that vested options
held by employees who have reached age 55 with 5 years of
service as of the Separation Date may be exercised for a
period of 12 months following the Separation Date in
accordance with the existing terms of the option agreements.
All unvested options held by NPTest Employees shall be
forfeited and cancelled.

(b) Certain Non-U.S. Optionees. Except as may
otherwise be agreed upon by STC and NPTest, this Section 7.01
shall govern the treatment of Schlumberger Options held by
Non-U.S. NPTest Employees. In the event it is determined that
the local law applicable to any Non-U.S. Optionee requires a
different treatment, STC and NPTest shall take such steps as
is required to comply with local law.

7.02 STOCK PURCHASE PLAN. Effective as of the Separation Date,
employees of the members of the NPTest group shall no longer be eligible to
participate in the Stock Purchase Plan and shall be treated as a terminated
employee under the terms of the Stock Purchase Plan.

7.03 NPTEST OPTION PLAN. Effective on or before the IPO
Closing Date, or such other date as STC and NPTest may mutually agree, NPTest
shall establish the Option Plan for the benefit of employees of the members of
the NPTest Group. The Option Plan is intended to allow grants of
performance-based compensation consistent with Code Section 162(m).

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7.04 ANNUAL BONUS PLAN.

(a) STC Payment of Bonuses upon the IPO closing Date.
Assuming the IPO Closing Date occurs in 2002, on or as soon as
practicable after the IPO Closing Date, or such other date as
the parties may agree, STC shall make a one-time bonus payment
to each NPTest Employee who participates in the STC Annual
Bonus Plan immediately prior to the IPO Closing Date. Such
bonus shall be equal to the full annual bonus for calendar
year 2002 that such NPTest Employee would have been entitled
to receive had such NPTest Employee remained as an employee of
STC through December 31, 2002 and was entitled to be paid at
maximum bonus. On or before the IPO Closing Date, or such
other date as STC and NPTest may mutually agree, STC shall
make a one-time bonus payment to those NPTest Employees who do
not participate in the STC Annual Bonus Plan in an amount
equal to such NPTest Employee's salary for one month at the
rate payable as of the IPO Closing Date. If the IPO Closing
Date does not occur in 2002, then the provisions above shall
not apply and the parties shall mutually agree as to the
amount and timing of annual bonus payments.

(b) NPTest Annual Bonus Plan. Effective on or before
the IPO Separation Date, or such other date as STC and NPTest
may mutually agree, NPTest shall establish the NPTest Annual
Bonus Plan for the benefit of employees of the members of the
NPTest Group and (assuming the IPO Closing Date occurs during
2002) such plan shall be maintained at least through December
31, 2002, and thereafter in the sole discretion of NPTest. The
NPTest Annual Bonus Plan is intended to comply with Code
Section 162(m).

ARTICLE VIII.

FRINGE AND OTHER BENEFITS

8.01 FRINGE BENEFITS. Employees of the NPTest Group shall
continue to participate in the STC Fringe Benefits through the Separation Date
or such other date as STC and NPTest may mutually agree. Effective as of the
Separation Date, NPTest shall establish the NPTest Fringe Benefits which NPTest
deems appropriate in its sole discretion. Effective as of the Separation Date,
eligible NPTest Employees determined in accordance with the terms of the
applicable plans or programs shall only be eligible to participate in the NPTest
Fringe Benefits.

8.02 VACATION. NPTest Employees in the United States shall be
entitled to transfer up to ten (10) vacation days accrued while such NPTest
Employee was employed by a member of the STC Group. With respect to any vacation
days in excess of ten (10), each NPTest Employee, to the extent applicable shall
be entitled to receive a cash amount calculated in accordance with the terms and
conditions set forth on Schedule 8.02 hereto. All other NPTest Employees shall
have their vacation treated in accordance with local policy and applicable law.

8.03 OTHER BENEFITS. To the extent that STC maintains,
sponsors or provides other fringe benefits for its employees not specifically
identified in this Article VIII, then STC shall, to the extent permitted by law,
continue to make such benefits available to

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employees of the NPTest Group on substantially similar terms and conditions as
are offered to the employees of any member of the STC Group through the
Separation Date or such other date upon which NPTest and STC mutually agree.
NPTest and STC agree to make commercially reasonable best efforts to mutually
agree on whether, when, and on what terms any member of the NPTest Group shall
maintain, sponsor or offer fringe benefits.

ARTICLE IX.

CERTAIN TRANSITION MATTERS

9.01 TRANSITION SERVICES AGREEMENT. On or about the date
hereof, STC and NPTest shall enter into the Transition Services Agreement
covering the provisions of various services to be provided by STC to NPTest. The
provisions of this Agreement shall be subject to the provisions of such
Transition Services Agreement.

9.02 PAYMENT OF LIABILITIES, PLAN EXPENSES AND RELATED
MATTERS.

(a) Shared Costs. NPTest shall pay its allocable
share, as determined by STC in good faith, of any
contributions made to any trust maintained in connection with
a STC Plan while NPTest is a Participating Company in any such
STC Plan.

(b) Contributions to Trusts. With respect to STC Plans
to which employees of NPTest make contributions, STC shall use
reasonable procedures to determine NPTest Liabilities
associated with such Plans, taking into account such
contributions, settlements, refunds and similar payments.

(c) Administrative Expenses Not Chargeable to a Trust.
To the extent not charged pursuant to this Article IX, and to
the extent not otherwise agreed to by STC and NPTest, and to
the extent not chargeable to a trust established in connection
with a STC Plan, NPTest shall be responsible, through either
direct payment or reimbursement to STC, for its allocable
share of expenses incurred by STC in the administration of (i)
the STC Plans while NPTest participates in such Plans, and
(ii) the NPTest Plans, to the extent STC administers such
Plans. For this purpose, NPTest's allocable share of such
expenses shall be calculated at STC's cost through December
31, 2002, and at a competitive market rate established by STC
in good faith thereafter.

9.03 SHARING OF PARTICIPANT INFORMATION. STC and NPTest shall
share, or cause to be shared, all participant information that is necessary or
appropriate for the efficient and accurate administration of each of the STC
Plans and the NPTest Plans during the respective periods applicable to such
Plans as NPTest and STC may mutually agree. STC and NPTest and their respective
authorized agents shall, subject to applicable laws of confidentiality and data
protection, be given reasonable and timely access to, and may make copies of,
all information relating to the subjects of this Agreement in the custody of the
other party or its agents, to the extent necessary or appropriate for such
administration.

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9.04 REPORTING AND DISCLOSURE COMMUNICATIONS TO PARTICIPANTS.
While NPTest is a Participating Company in the STC Plans, STC shall take, or
cause to be taken, all actions necessary or appropriate to facilitate the
distribution of all STC Plan-related communications and materials to employees,
participants and beneficiaries, including (without limitation) summary plan
descriptions and related summaries of material modification(s), summary annual
reports, investment information, prospectuses, notices and enrollment material
for the STC Plans. NPTest shall provide all information needed by STC to
facilitate such STC Plan-related communications. NPTest shall take, or cause to
be taken, all actions necessary or appropriate to facilitate the distribution of
all NPTest Plan-related communications and materials to employees, participants
and beneficiaries. NPTest shall assist, and NPTest shall cause each other
applicable member of the NPTest Group to assist, STC in complying with all
reporting and disclosure requirements of ERISA, including the preparation of
Form Series 5500 annual reports, for the STC Plans, where applicable.

9.05 AUDITS REGARDING VENDOR CONTRACTS. From the period
beginning as of the Separation Date or such other date as STC and NPTest
mutually agree upon and ending on such date as STC and NPTest may mutually
agree, STC and NPTest and their duly authorized representatives shall have the
right to conduct joint audits with respect to any vendor contracts that relate
to both the STC Health and Welfare Plans and the NPTest Health and Welfare
Plans. The scope of such audits shall remain consistent with the current
practices and all documents and other information currently made available for
review shall continue to be made available. STC and NPTest shall agree on the
performance standards, audit methodology, auditing policy and quality measures,
reporting requirements, and the manner in which costs incurred in connection
with such audits will be shared.

9.06 BENEFICIARY DESIGNATIONS. Subject to Section 9.09, all
beneficiary designations made by employees of the NPTest Group for the STC Plans
(other than the STC Pension Plan, except to the extent NPTest may be required to
establish or assume the sponsorship of a retirement plan(s) pursuant to Section
2.07) shall be transferred to and be in full force and effect under the
corresponding NPTest Plans until such time, if ever, any such beneficiary
designations are replaced or revoked by the employees of the NPTest Group who
made the beneficiary designations. All beneficiary designations made by NPTest
Retired Employees for the NPTest Plans shall be transferred to and be in full
force and effect under the corresponding STC Plans until such time, if ever, any
such beneficiary designations are replaced or revoked by the NPTest Retired
Employees who made the beneficiary designations.

9.07 REQUESTS FOR IRS AND DOL OPINIONS. STC and NPTest shall
make such applications to regulatory agencies, including the IRS and DOL, as may
be necessary or appropriate. NPTest and STC shall cooperate fully with one
another on any issue relating to the transactions contemplated by this Agreement
for which STC and/or NPTest elects to seek a determination letter or private
letter ruling from the IRS or an advisory opinion from the DOL.

9.08 FIDUCIARY MATTERS. STC and NPTest each acknowledge that
actions contemplated to be taken pursuant to this Agreement may be subject to
fiduciary duties or standards of conduct under ERISA or other applicable law,
and no party shall be deemed to be in violation of this Agreement if such party
fails to comply with any provisions hereof based

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upon such party's good faith determination that to do so would violate such a
fiduciary duty or standard.

9.09 CONSENT OF THIRD PARTIES. If any provision of this
Agreement is dependent on the consent of any third party (such as a vendor) and
such consent is withheld, STC and NPTest shall use their commercially reasonable
best efforts to implement the applicable provisions of this Agreement. If any
provision of this Agreement cannot be implemented due to the failure of such
third party to consent, STC and NPTest shall negotiate in good faith to
implement the provision in a mutually satisfactory manner.

9.10 TAX COOPERATION. In connection with the interpretation
and administration of this Agreement, STC and NPTest shall take into account the
agreements and policies established pursuant to the Separation Agreement and the
Tax Sharing Agreement.

9.11 PLAN RETURNS. Plan Returns shall be filed or caused to be
filed by STC or NPTest as the case may be in accordance with the principles
established in the Tax Sharing Agreement. For purposes of this Section 9.11,
"Plan Returns" means any return, report, certificate, form or similar statement
or document required to be filed with a government agency with respect to an
employee benefit plan governed by the ERISA, or a program governed by Section
6039D of the Code.

ARTICLE X.

EMPLOYMENT-RELATED MATTERS

10.01 TERMS OF NPTEST EMPLOYMENT. Employees of the NPTest
Group shall be required to execute a new agreement regarding confidential
information and proprietary developments in a form approved by NPTest. In
addition, nothing in the Separation Agreement, this Agreement, or any Ancillary
Agreement should be construed to change the at-will status of any of the
employees of any member of the STC Group or the NPTest Group.

10.02 HR DATA SUPPORT SYSTEMS. STC shall provide human
resources data support for employees of the members of the NPTest Group in
accordance with the terms of the Transition Services Agreement.

10.03 EMPLOYMENT OF EMPLOYEES WITH U.S. WORK VISAS. NPTest
will comply with all immigration laws and regulations of the United States of
America as such laws and regulations applied to employees of any member of the
STC Group in the United States of America pursuant to a work or training visa
regardless of visa category. NPTest expressly assumes all obligations,
liabilities and undertakings arising from or under attestations made in each
certified and effective Labor Condition Application filed by STC. NPTest shall
file amended petitions with the Immigration and Naturalization Service, as may
be necessary or appropriate.

10.04 CONFIDENTIALITY AND PROPRIETARY INFORMATION.

(a) Except as provided in Section 10.04(b) hereof, no
provision of this Agreement shall be deemed to release any
individual for any violation of

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the STC non-competition guideline or any agreement or policy
pertaining to confidential or proprietary information of any
member of the STC Group or NPTest Group, or otherwise relieve
any individual of his or her obligations under such
non-competition guideline, agreement, or policy.

(b) Employee Agreements. As used in this Section
10.04(b), "Employee Agreement" means any employment,
severance, supplemental pension agreement or confidentiality
agreement, and any corresponding agreements executed by STC or
NPTest employees in connection with their employment. Nothing
in this Agreement, the Separation Agreement or any other
Ancillary Agreement shall be deemed to supercede any provision
regarding the conduct of employees mandated by any applicable
regulatory authority.

(i) Survival of STC Employee Agreement
Obligations and STC's Common Law Rights. The STC
Employee Agreements of all NPTest Employees and
all former STC employees transferred to NPTest on
or before the Separation Date shall remain in full
force and effect according to their terms, and all
Liabilities thereunder shall be assumed by NPTest.
Notwithstanding the foregoing to the contrary,
none of the following acts committed by former STC
or NPTest employees within the scope of their
NPTest employment shall constitute a breach of
such STC Employee Agreements: (i) the use or
disclosure of Confidential Information (as that
term is defined in the STC Employee Agreement) for
or on behalf of NPTest, if such disclosure is
consistent with the assignment or license of
rights, businesses and assets granted to NPTest
and restrictions imposed on NPTest under any other
agreement between the parties, and the rendering
of any services, directly or indirectly, to NPTest
to the extent such services are consistent with
the assignment or license of rights, businesses
and assets granted to NPTest and the restrictions
imposed on NPTest under any other agreement
between the parties. Further, STC retains any
rights it has under statute or common law with
respect to actions by its former employees to the
extent such actions are inconsistent with the
assignment or license of rights, businesses and
assets granted to NPTest and restrictions imposed
on NPTest under any other Ancillary Agreement or
any other agreement between the parties.

(ii) Survival of NPTest's Employee
Agreement Obligations and NPTest's Common Law
Rights. The NPTest Employee Agreements of all STC
Employees and all former NPTest employees
transferred to STC on or before the Separation
Date shall remain in full force and effect
according to their terms; provided, however, that
none of the following acts committed by former
NPTest or STC employees within the scope of their
STC employment shall constitute a breach of such
NPTest Employee

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Agreements: (i) the use or disclosure of Confidential
Information (as that term is defined in the STC
Employee Agreement) for or on behalf of STC, if such
disclosure is consistent with the rights, businesses
and assets retained by STC and restrictions imposed on
STC under any other agreement between the parties, and
(ii) the rendering of any services, directly or
indirectly, to STC to the extent such services are
consistent with the rights, businesses and assets
retained by STC and the restrictions imposed on STC
under any other agreement between the parties.
Further, NPTest retains any rights it has under
statute or common law with respect to actions by its
former employees to the extent such actions are
inconsistent with the rights, businesses and assets
retained by STC and restrictions imposed on STC under
any other agreement between the parties.

(iii) Assignment, Cooperation for
Compliance and Enforcement.

(A) (1) STC retains all rights under
the STC Employee Agreements of all
former STC employees necessary to
permit STC to protect the rights and
interests of STC, but hereby
transfers and assigns to NPTest its
rights under the STC Employee
Agreements of all former STC
employees to the extent required to
permit NPTest to enjoin, restrain,
recover damages from or obtain
specific performance of the STC
Employee Agreements or obtain other
remedies against any employee who
breaches his or her STC Employee
Agreement, and to the extent
necessary to permit NPTest to protect
its rights and interests.

(2) STC and NPTest agree, at
their own respective cost and
expense, to use their reasonable
efforts to cooperate as follows: (A)
NPTest shall advise STC of: (1) any
violation(s) of the STC Employee
Agreements by NPTest or former STC
employees, and (2) any violation(s)
of the NPTest Employee Agreements
which affect STC's rights; and (B)
STC shall advise NPTest of any
violation(s) of the STC Employee
Agreements by current or former STC
employees which affect NPTest's
rights; provided, however, that the
foregoing obligations shall only
apply to violation(s) which become
known to an attorney within the legal
department of the party obligated to
provide notice thereof.

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(3) STC and NPTest each may separately
enforce the STC Employee Agreements of NPTest and
former STC employees to the extent necessary to
reasonably protect their respective interests,
provided, however, that (i) NPTest shall not
commence any litigation relating thereto without
first consulting with STC's General Counsel or his
or her designee and (ii) STC shall not commence
any litigation relating thereto against any former
STC employee who is at the time an employee of the
NPTest Group without first consulting with
NPTest's General Counsel or his or her designee.
If either party, in seeking to enforce any STC
Employee Agreement, notifies the other party that
it requires, or desires, the other party to join
in such action, then the other party shall do so.
In addition, if either party commences or becomes
a party to any action to enforce a STC Employee
Agreement of an employee of the NPTest Group or
former STC employee, the other party shall,
whether or not it becomes a party to the action,
cooperate with the other party by making available
its files and employees who have information or
knowledge relevant to the dispute, subject to
appropriate measures to protect the
confidentiality of any proprietary or confidential
information that may be disclosed in the course of
such cooperation or action and subject to any
relevant privacy laws and regulations. Any such
action shall be conducted at the expense of the
party bringing the action and the parties shall
agree on a case by case basis on compensation, if
any, of the other party for the value of the time
of such other party's employees as reasonably
required in connection with the action.

(B) (1) NPTest retains all rights under the
NPTest Employee Agreements of all former NPTest
employees necessary to permit NPTest to protect
the rights and interests of NPTest, but hereby
transfers and assigns to STC its rights under the
NPTest Employee Agreements of all former NPTest
employees to the extent required to permit STC to
enjoin, restrain, recover damages from or obtain
specific performance of the NPTest Employee
Agreements or obtain other remedies against any
employee who breaches his or her NPTest

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Employee Agreement, and to the extent necessary to
permit STC to protect its rights and interests.

(2) STC and NPTest agree, at their own
respective cost and expense, to use their
reasonable efforts to cooperate as follows: (A)
STC shall advise NPTest of: (1) any violation(s)
of the NPTest Employee Agreements by STC or former
NPTest employees, and (2) any violation(s) of the
STC Employee Agreements which affect NPTest's
rights; and (B) NPTest shall advise STC of any
violations of the NPTest Employee Agreements by
current or former NPTest employees which affect
STC's rights; provided, however, that the
foregoing obligations shall only apply to
violations which become known to an attorney
within the legal department of the party obligated
to provide notice thereof.

(3) STC and NPTest each may separately
enforce the STC Employee Agreements of STC and
former NPTest employees to the extent necessary to
reasonably protect their respective interests,
provided, however, that (i) STC shall not commence
any litigation relating thereto without first
consulting with NPTest's General Counsel or his or
her designee and (ii) NPTest shall not commence
any litigation relating thereto against any former
NPTest employee who is at the time a STC Employee
without first consulting with STC's General
Counsel or his or her designee. If either party,
in seeking to enforce any NPTest Employee
Agreement, notifies the other party that it
requires, or desires, the other party to join in
such action, then the other party shall do so. In
addition, if either party commences or becomes a
party to any action to enforce a NPTest Employee
Agreement of a STC Employee or former NPTest
employee, the other party shall, whether or not it
becomes a party to the action, cooperate with the
other party by making available its files and
employees who have information or knowledge
relevant to the dispute, subject to appropriate
measures to protect the confidentiality of any
proprietary or confidential information that may
be disclosed in the course of such cooperation or
action and subject to any relevant privacy laws
and regulations. Any such

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action shall be conducted at the expense of the
party bringing the action and the parties shall
agree on a case by case basis on compensation, if
any, of the other party for the value of the time
of such other party's employees as reasonably
required in connection with the action.

(C) STC and NPTest understand and acknowledge
that matters relating to the making, performance,
enforcement, assignment and termination of employee
agreements are typically governed by the laws and
regulations of the national, federal, state or local
governmental unit where an employee resides, or where
an employee's services are rendered, and that such laws
and regulations may supersede or limit the
applicability or enforceability of this Section 10.04.
In such circumstances, STC and NPTest agree to take
action with respect to the employee agreements that
best accomplishes the parties' objectives as set forth
in this Section 10.04 and that is consistent with
applicable law.

10.05 ACCRUED PAYROLL, BONUSES, PROFIT SHARING AND COMMISSIONS.
Except as provided in Section 7.04 of this Agreement, NPTest shall be
responsible for all Liabilities relating to, arising out of, or attributable to
payroll, bonuses, profit sharing and commissions accrued by employees of NPTest
from the NPTest Transition Date through the Separation Date. STC and NPTest
shall agree on the manner and method of payment for all payroll, bonuses, profit
sharing and commissions agreed to on behalf of employees who have been employed
by NPTest on or before the Separation Date. Xxxxxx Xxxxx 00, 0000, XXX shall
make a 2002 profit-sharing contribution on behalf of NPTest Employees for the
period of time from January 1, 2002 until the NPTest Employees Transition Date.
Such contribution shall be determined by STC in its discretion. NPTest shall be
responsible for the 2002 profit-sharing contribution for NPTest Employees for
the period from the NPTest Transition Date until December 31, 2002, and for all
profit-sharing contributions on behalf of NPTest Employees thereafter. STC shall
provide or cause to be provided to NPTest in the same manner as in effect on the
date of this Agreement all payroll services as required in the Transition
Services Agreement.

10.06 PAYROLL AND WITHHOLDING.

(a) Income Reporting, Withholding. STC shall perform in the
same manner as in effect on the date of this Agreement the income
reporting and withholding function under NPTest's employer
identification number for employees of the NPTest Group and other
service providers as required by the Transition Services Agreement.

(b) Delivery of, and Access to, Documents and Other
Information. Concurrently with the Separation Date, STC shall cause to
be

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delivered to NPTest, the employee information set forth on all IRS
Forms W-4 executed by STC Employees designated as NPTest Employees as
of the Separation Date. For the period ending on the Separation Date
(and for such additional period as STC and NPTest may mutually agree),
STC shall make reasonably available to NPTest all forms, documents or
information, no matter in what format stored, relating to compensation
or payments made to any employee or service provider of NPTest. Such
information may include, but is not limited to, information concerning
employee payroll deductions, payroll adjustments, records of time
worked, tax records (e.g., IRS Forms W-2, W-4, 940 and 941), and
information concerning garnishment of wages or other payments.

(c) Consistency of Tax Positions; Duplication. STC and
NPTest shall individually and collectively make commercially
reasonable best efforts to avoid unnecessarily duplicated federal,
state or local payroll taxes, insurance or workers' compensation
contributions, or unemployment contributions arising on or after the
Separation Date. STC and NPTest shall take consistent reporting and
withholding positions with respect to any such taxes or contributions.

10.07 PERSONNEL AND PAY RECORDS. For the period beginning on the date
of this Agreement and ending on the Separation Date (and for such additional
period as STC and NPTest may mutually agree), STC shall make reasonably
available to NPTest for review and reproduction, subject to applicable laws on
confidentiality and data protection, all current and historic forms, documents
or information, no matter in what format stored, relating to pre-Separation Date
personnel and medical records. Such forms, documents or information may include,
but is not limited to: (a) information regarding ranking or promotions of
employees of the NPTest Group; (b) the existence and nature of garnishment
orders or other judicial or administrative actions or orders affecting an
employee's or service provider's compensation; and (c) performance evaluations.

10.08 NON-TERMINATION OF EMPLOYMENT; NO THIRD-PARTY BENEFICIARIES.
No provision of this Agreement shall be construed to create any right, or
accelerate entitlement, to any compensation or benefit whatsoever on the part of
any NPTest Employee or other future, present or former employee of STC or NPTest
under any STC Plan or NPTest Plan or otherwise. Without limiting the generality
of the foregoing: (a) except as otherwise provided in this agreement or
applicable provisions of Plans, neither the Separation nor the termination of
the Participating Company status of NPTest or any member of the NPTest Group
shall cause any employee to be deemed to have incurred a termination of
employment; and (b) no transfer of employment between STC and NPTest before the
Separation Date shall be deemed a termination of employment for any purpose
hereunder.

ARTICLE XI.

GENERAL PROVISIONS

11.01 EFFECT IF IPO AND/OR SEPARATION DOES NOT OCCUR. Subject to
Section 11.08, if the IPO and/or Separation does not occur, then all actions and
events that are,

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under this Agreement, to be taken or occur effective as of the IPO Closing Date,
and/or Separation Date, or otherwise in connection with the IPO and/or
Separation, shall not be taken or occur except to the extent specifically agreed
by the parties.

11.02 RELATIONSHIP OF PARTIES. Nothing in this Agreement shall be
deemed or construed by the parties or any third party as creating the
relationship of principal and agent, partnership or joint venture between the
parties, the understanding and agreement being that no provision contained
herein, and no act of the parties, shall be deemed to create any relationship
between the parties other than the relationship set forth herein. This Agreement
shall be binding upon and inure solely to the benefit of and be enforceable by
each party and its respective successors and permitted assigns. Nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.

11.03 AFFILIATED COMPANIES. Each of STC and NPTest shall cause to be
performed, and hereby guarantee the performance of, any and all actions of any
and all members of the STC Group or the NPTest Group, respectively.

11.04 INCORPORATION OF SEPARATION AGREEMENT PROVISIONS. If a dispute,
claim or controversy results from or arises out of or in connection with this
Agreement, the parties agree to use the procedures set forth in Section 5.9 of
the Separation Agreement in lieu of other available remedies, to resolve same.
The provisions of Section 5.9 (Dispute Resolution), Section 6.1 (Limitation of
Liability) and 6.6 (Notices) of the Separation Agreement are hereby incorporated
herein by reference, and unless otherwise expressly specified herein, such
provisions shall apply as if fully set forth herein (references in this Section
11.04 to an "Article" or "Section" shall mean Articles or Sections of the
Separation Agreement, and, except as expressly set forth herein, references in
the material incorporated herein by reference shall be references to the
Separation Agreement).

11.05 GOVERNING LAW. To the extent not preempted by applicable
federal law, this Agreement shall be governed by, construed and interpreted in
accordance with the laws of the State of Delaware, irrespective of the choice of
law principles of the State of Delaware, as to all matters, including matters of
validity, construction, effect, performance and remedies.

11.06 SEVERABILITY. If any term or other provision of this Agreement
is determined to be invalid, illegal or incapable of being enforced by any rule
of law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to either party. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible and in an
acceptable manner to the end that transactions contemplated hereby are fulfilled
to the fullest possible extent.

11.07 AMENDMENT. The Boards of Directors of NPTest, STI, SBV and STC
may mutually agree to amend the provisions of this Agreement at any time or
times, either prospectively or retroactively, to such extent and in such manner
as the Boards mutually deem

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advisable. Each Board may delegate its amendment power, in whole or in part, to
one or more Persons or committees as it deems advisable.

11.08 TERMINATION. This Agreement may be terminated and the Separation
abandoned at any time prior to the IPO Closing Date by STC in its sole
discretion. This Agreement may be terminated at any time after the IPO Closing
Date and before the Separation Date by mutual consent of STC, STI, SBV and
NPTest. In the event of termination pursuant to this Section, no party shall
have any liability of any kind under this Agreement to the other party.

11.09 CONFLICT. In the event of any conflict between the provisions of
this Agreement and the Separation Agreement or any Plan, the provisions of this
Agreement shall control.

11.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts each of which shall be deemed to be an original, but all of which
together shall constitute but one and the same Agreement.

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IN WITNESS WHEREOF, each of the parties have caused this Employee
Matters Agreement to be executed on its behalf by its officers thereunto duly
authorized on the day and year first above written.

SCHLUMBERGER TECHNOLOGY CORP.

By:________________________________________
Name:
Title:

NPTEST, INC.

By:________________________________________
Name:
Title:

SCHLUMBERGER TECHNOLOGIES, INC.

By:________________________________________
Name:
Title:

SCHLUMBERGER B.V.

By:________________________________________
Name:
Title:

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Schedule 2.06

Special Agreements Regarding Non-U.S. Plans

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Schedule 8.02

Vacation Cashout

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