Executive Employment Agreement - Landmark Graphics Corp. and John W. Gibson


                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Executive Employment Agreement  ("Agreement"),  is entered into by
and between  Landmark  Graphics  Corporation  ("Employer")  and John W.  Gibson,
("Employee"), to be effective on January 1, 2000 (the "Effective Date").

                              W I T N E S S E T H:

         WHEREAS, Employee is currently employed by Employer; and

         WHEREAS,  Employer is desirous of continuing the employment of Employee
after the  Effective  Date  pursuant  to the terms  and  conditions  and for the
consideration  set  forth  in  this  Agreement,  and  Employee  is  desirous  of
continuing in the employ of Employer  pursuant to such terms and  conditions and
for such consideration.

         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  promises,
covenants,  and  obligations  contained  herein,  Employer and Employee agree as
follows:

ARTICLE 1: EMPLOYMENT AND DUTIES:

         1.1.  Employer  agrees to employ  Employee,  and Employee  agrees to be
employed by Employer,  beginning as of the Effective Date and  continuing  until
the date of termination of Employee's  employment  pursuant to the provisions of
Article 3 (the "Term"), subject to the terms and conditions of this Agreement.

         1.2.  Beginning as of the Effective Date, Employee shall be employed as
Chief  Operating  Officer of Employer.  Employee agrees to serve in the assigned
position or in such other executive  capacities as may be requested from time to
time by  Employer  and to  perform  diligently  and to the  best  of  Employee's
abilities the duties and services  appertaining  to such positions as reasonably
determined  by Employer,  as well as such  additional  or  different  duties and
services  appropriate to such positions  which Employee from time to time may be
reasonably directed to perform by Employer.

         1.3.  Employee  shall at all times  comply  with and be subject to such
policies and procedures as Halliburton  Company  ("Halliburton") or Employer may
establish from time to time,  including,  without  limitation,  the  Halliburton
Company Code of Business Conduct (the "Code of Business Conduct").

         1.4.  Employee  shall,  during the period of  Employee's  employment by
Employer,  devote Employee's full business time, energy, and best efforts to the
business  and  affairs  of  Employer.  Employee  may  not  engage,  directly  or
indirectly, in any other business,  investment, or activity that interferes with
Employee's  performance  of  Employee's  duties  hereunder,  is  contrary to the
interest of  Halliburton or any of its  affiliated  subsidiaries  and divisions,
including Employer (collectively, the "Halliburton Entities" or, individually, a
"Halliburton  Entity"),  or  requires  any  significant  portion  of  Employee's
business time. The foregoing  notwithstanding,  the parties  recognize and agree



that  Employee may engage in passive  personal  investments  and other  business
activities  which  do  not  conflict  with  the  business  and  affairs  of  the
Halliburton  Entities or interfere  with  Employee's  performance  of his or her
duties hereunder. Employee may not serve on the board of directors of any entity
other than a Halliburton  Entity during the Term without the approval thereof in
accordance with  Halliburton's  policies and procedures  regarding such service.
Employee  shall be  permitted to retain any  compensation  received for approved
service on any unaffiliated corporation's board of directors.

         1.5.  Employee  acknowledges  and agrees that Employee owes a fiduciary
duty of  loyalty,  fidelity  and  allegiance  to act at all  times  in the  best
interests of the Employer  and the other  Halliburton  Entities and to do no act
which  would,  directly  or  indirectly,  injure  any  such  entity's  business,
interests, or reputation.  It is agreed that any direct or indirect interest in,
connection with, or benefit from any outside activities, particularly commercial
activities,  which interest might in any way adversely affect  Employer,  or any
Halliburton  Entity,  involves a possible conflict of interest.  In keeping with
Employee's fiduciary duties to Employer, Employee agrees that Employee shall not
knowingly  become  involved  in a conflict  of  interest  with  Employer  or the
Halliburton  Entities,  or upon  discovery  thereof,  allow such a  conflict  to
continue.  Moreover,  Employee  shall not  engage in any  activity  which  might
involve a possible  conflict of interest  without  first  obtaining  approval in
accordance with Halliburton's policies and procedures.

         1.6   Nothing  contained  herein  shall be construed  to  preclude  the
transfer of Employee's  employment to another  Halliburton  Entity  ("Subsequent
Employer") as of, or at any time after,  the Effective Date and no such transfer
shall be deemed to be a  termination  of  employment  for  purposes of Article 3
hereof; provided, however, that, effective with such transfer, all of Employer's
obligations  hereunder  shall be  assumed  by and be  binding  upon,  and all of
Employer's  rights hereunder shall be assigned to, such Subsequent  Employer and
the defined term "Employer" as used herein shall thereafter be deemed amended to
mean such Subsequent  Employer.  Except as otherwise  provided above, all of the
terms and conditions of this Agreement, including without limitation, Employee's
rights and  obligations,  shall remain in full force and effect  following  such
transfer of employment.

ARTICLE 2: COMPENSATION AND BENEFITS:

         2.1.  Employee's  base  salary  during  the Term shall be not less than
$360,000  per  annum  which  shall be paid in  accordance  with  the  Employer's
standard  payroll  practice for its  executives.  Employee's  base salary may be
increased from time to time with the approval of the  Compensation  Committee of
Halliburton's Board of Directors (the "Compensation Committee") or its delegate,
as  applicable.  Such increased base salary shall become the minimum base salary
under this  Agreement  and may not be decreased  thereafter  without the written
consent of Employee.

         2.2.  During the Term,  Employee shall  participate in the  Halliburton
Annual  Performance Pay Plan, or any successor annual incentive plan approved by
the Compensation Committee;  provided, however, that all determinations relating
to Employee's participation,  including,  without limitation,  those relating to

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the  performance   goals   applicable  to  Employee  and  Employee's   level  of
participation  and payout  opportunity,  shall be made in the sole discretion of
the person or committee to whom such authority has been granted pursuant to such
plan's terms.

         2.3.  During the Term, Employer shall pay or reimburse Employee for all
actual,  reasonable and customary expenses incurred by Employee in the course of
his or her  employment;  including,  but not limited to, travel,  entertainment,
subscriptions  and dues associated with Employee's  membership in  professional,
business and civic  organizations;  provided that such expenses are incurred and
accounted for in accordance with Employer's applicable policies and procedures.

         2.4.  While  employed  by  Employer,   Employee  shall  be  allowed  to
participate,  on the same  basis  generally  as  other  executive  employees  of
Employer,  in  all  general  employee  benefit  plans  and  programs,  including
improvements  or  modifications  of the  same,  which on the  Effective  Date or
thereafter are made available by Employer or Halliburton to all or substantially
all of Employer's similarly situated executive employees.  Such benefits, plans,
and programs may include, without limitation,  medical, health, and dental care,
life  insurance,   disability   protection,   and  qualified  and  non-qualified
retirement  plans.  Except as  specifically  provided  herein,  nothing  in this
Agreement is to be construed or  interpreted to increase or alter in any way the
rights,  participation,  coverage,  or  benefits  under  such  benefit  plans or
programs than provided to similarly situated executive employees pursuant to the
terms and  conditions  of such benefit  plans and  programs.  While  employed by
Employer,  Employee  shall be eligible to receive  awards under the  Halliburton
Company  1993  Stock  and  Long-Term  Incentive  Plan (the  "1993  Plan") or any
successor  stock-related  plan  adopted  by  Halliburton's  Board of  Directors;
provided, however, that the foregoing shall not be construed as a guarantee with
respect to the type,  amount or frequency of such awards, if any, such decisions
being  solely  within  the  discretion  of  the  Compensation  Committee  or its
delegate, as applicable.

         2.5.  Neither Halliburton nor  Employer shall by reason of this Article
2 be obligated to  institute, maintain,  or refrain  from changing,  amending or
discontinuing,  any incentive  compensation,  employee benefit or stock or stock
option  program or plan,  so long as such actions are  similarly  applicable  to
covered employees generally.

         2.6.  Employer may withhold from any compensation, benefits, or amounts
payable under this Agreement all federal,  state, city, or other taxes as may be
required pursuant to any law or governmental regulation or ruling.

ARTICLE 3:  TERMINATION OF EMPLOYMENT AND EFFECTS OF SUCH TERMINATION:

         3.1.  Employee's  employment  with  Employer  shall  be  terminated (i)
upon the death of Employee,  (ii) upon Employee's Retirement (as defined below),
(iii) upon Employee's  Permanent  Disability (as defined below),  or (iv) at any
time by Employer upon notice to Employee,  or by Employee upon thirty (30) days'
notice to Employer, for any or no reason.

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         3.2.  If Employee's  employment is terminated  by reason  of any of the
following circumstances,  Employee shall not be entitled to receive the benefits
set forth in Section 3.3 hereof:

         (i)      Death.

         (ii)     Retirement.  "Retirement"  shall mean  either  (a)  Employee's
                  retirement   at  or  after  normal   retirement   age  (either
                  voluntarily or pursuant to Halliburton's retirement policy) or
                  (b) the  voluntary  termination  of  Employee's  employment by
                  Employee in accordance with Employer's early retirement policy
                  for other than Good Reason (as defined below).

         (iii)    Permanent  Disability.   "Permanent   Disability"  shall  mean
                  Employee's physical or mental incapacity to perform his or her
                  usual duties with such condition likely to remain continuously
                  and permanently as determined by the Compensation Committee.

         (iv)     Voluntary  Termination.  "Voluntary  Termination" shall mean a
                  termination  of employment in the sole  discretion  and at the
                  election of Employee for other than Good Reason. "Good Reason"
                  shall mean (a) a termination of employment by Employee because
                  of a material breach by Employer of any material  provision of
                  this Agreement which remains  uncorrected for thirty (30) days
                  following  notice of such  breach  by  Employee  to  Employer,
                  provided such termination  occurs within sixty (60) days after
                  the  expiration of the notice  period or (b) a termination  of
                  employment by Employee  within six (6) months after a material
                  reduction in Employee's rank or responsibility with Employer.

         (v)      Termination for Cause. Termination of Employee's employment by
                  Employer for Cause.  "Cause" shall mean any of the  following:
                  (a) Employee's gross  negligence or willful  misconduct in the
                  performance  of the duties and  services  required of Employee
                  pursuant to this Agreement, (b) Employee's final conviction of
                  a felony,  (c) a material  violation  of the Code of  Business
                  Conduct  or (d)  Employee's  material  breach of any  material
                  provision of this  Agreement  which  remains  uncorrected  for
                  thirty (30) days  following  notice of such breach to Employee
                  by Employer.  Determination  as to whether or not Cause exists
                  for  termination of Employee's  employment will be made by the
                  Compensation Committee.

         In the  event  Employee's  employment  is  terminated  under any of the
foregoing circumstances,  all future compensation to which Employee is otherwise
entitled and all future  benefits for which Employee is eligible shall cease and
terminate as of the date of termination, except as specifically provided in this
Section 3.2.  Employee,  or his or her estate in the case of  Employee's  death,
shall be entitled to pro rata base salary  through the date of such  termination
and  shall  be  entitled  to any  individual  bonuses  or  individual  incentive
compensation not yet paid but payable under  Employer's or  Halliburton's  plans
for years prior to the year of Employee's  termination of employment,  but shall

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not be entitled to any bonus or incentive  compensation for the year in which he
or she  terminates  employment or any other payments or benefits by or on behalf
of  Employer  except  for those  which may be payable  pursuant  to the terms of
Employer's or Halliburton's  employee benefit plans (as defined in Section 3.4),
stock, stock option or incentive plans, or the applicable  agreements underlying
such plans.

         3.3   If  Employee's  employment is  terminated by  Employee  for  Good
Reason or by  Employer  for any reason  other  than as set forth in Section  3.2
above, Employee shall be entitled to each of the following:

         (i)      To the  extent  not otherwise  specifically  provided  in  any
                  underlying   restricted   stock  agreements,   all  shares  of
                  Halliburton   common  stock  previously  granted  to  Employee
                  under  the  1993  Plan,  and  any  similar  plan  adopted   by
                  Halliburton   in   the   future,   which   at   the   date  of
                  termination of employment are  subject  to  restrictions  (the
                  "Restricted  Shares")  will be treated in a manner  consistent
                  with Halliburton's  past practices for treatment of Restricted
                  Shares held by executives whose  employment was  involuntarily
                  terminated  by a  Halliburton  Entity for  reasons  other than
                  Cause,  which,  in most  instances,  have  been to forfeit the
                  Restricted  Shares and pay to such executive  a lump  sum cash
                  payment equal to the value of the Restricted Shares  (based on
                  the closing  price of Halliburton common stock on the New York
                  Stock  Exchange on  the date  of termination  of  employment);
                  although in some cases,  Halliburton  has,  in lieu  of, or in
                  combination   with,  the  foregoing  and  in  its  discretion,
                  caused the forfeiture  restrictions  with  respect to all or a
                  portion of the Restricted Shares to lapse and provided for the
                  retention of such shares by such executive.

          (ii)    Subject to the  provisions of Section 3.4,  Employer shall pay
                  to Employee a severance  benefit  consisting  of a single lump
                  sum cash payment equal to two years' of Employee's base salary
                  as  in  effect  at  the  date  of  Employee's  termination  of
                  employment. Such severance benefit shall be paid no later than
                  sixty   (60)  days   following   Employee's   termination   of
                  employment.

         (iii)    Employee  shall  be  entitled  to any  individual  bonuses  or
                  individual  incentive  compensation  not yet paid but  payable
                  under Employer's or Halliburton's plans for years prior to the
                  year of Employee's  termination  of  employment.  Such amounts
                  shall be paid to Employee in a single lump sum cash payment no
                  later than sixty (60) days following Employee's termination of
                  employment.

         (iv)     Employee  shall  be  entitled  to any  individual  bonuses  or
                  individual   incentive   compensation   under   Employer's  or
                  Halliburton's plans for the year of Employee's  termination of
                  employment  determined as if Employee had remained employed by
                  the Employer for the entire year.  Such amounts  shall be paid
                  to  Employee  at the  time  that  such  amounts  are  paid  to
                  similarly  situated  employees  except that no portion of such
                  amounts shall be deferred to future years.

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         3.4.  The severance  benefit paid  to Employee pursuant  to Section 3.3
shall be in consideration of Employee's  continuing  obligations hereunder after
such termination,  including,  without limitation,  Employee's obligations under
Articles 4 and 5.  Further,  as a  condition  to the  receipt of such  severance
benefit, Employer, in its sole discretion, may require Employee to first execute
a release, in the form established by Employer, releasing Employer and all other
Halliburton Entities, and their officers, directors, employees, and agents, from
any and all  claims  and  from  any and all  causes  of  action  of any  kind or
character,  including,  but not  limited  to,  all  claims  and causes of action
arising out of Employee's  employment  with  Employer and any other  Halliburton
Entities or the  termination of such  employment.  The performance of Employer's
obligations  under Section 3.3 and the receipt of the severance benefit provided
thereunder by Employee shall  constitute  full settlement of all such claims and
causes of action.  Employee shall not be under any duty or obligation to seek or
accept other employment  following a termination of employment pursuant to which
a  severance  benefit  payment  under  Section  3.3 is owing and the amounts due
Employee  pursuant to Section 3.3 shall not be reduced or  suspended if Employee
accepts   subsequent   employment  or  earns  any  amounts  as  a  self-employed
individual.  Employee's  rights  under  Section  3.3  are  Employee's  sole  and
exclusive  rights against the Employer or its affiliates and the Employer's sole
and exclusive liability to Employee under this Agreement,  in contract,  tort or
otherwise,  for  the  termination  of his or her  employment  relationship  with
Employer.  Employee agrees that all disputes relating to Employee's  termination
of  employment,  including,  without  limitation,  any  dispute as to "Cause" or
"Voluntary   Termination"   and  any  claims  or  demands  against  Employer  or
Halliburton  based upon  Employee's  employment  for any monies other than those
specified  in Section 3.3,  shall be resolved  through the  Halliburton  Dispute
Resolution  Plan as  provided in Section 6.6  hereof;  provided,  however,  that
decisions  as to  whether  "Cause"  exists  for  termination  of the  employment
relationship  with  Employee and whether and as of what date Employee has become
permanently   disabled  are   delegated  to  the   Compensation   Committee  for
determination  and any  dispute  of  Employee  with any such  decision  shall be
limited to whether the  Compensation  Committee  reached  such  decision in good
faith.  Nothing contained in this Article 3 shall be construed to be a waiver by
Employee of any benefits  accrued for or due Employee under any employee benefit
plan (as such term is defined in the Employees'  Retirement  Income Security Act
of 1974, as amended)  maintained by Employer or Halliburton except that Employee
shall not be entitled to any severance  benefits  pursuant to any severance plan
or program of the Employer or Halliburton.

         3.5.  Termination  of the  employment  relationship does  not terminate
those  obligations  imposed by this Agreement which are continuing  obligations,
including, without limitation, Employee's obligations under Articles 4 and 5.

ARTICLE 4:  OWNERSHIP  AND PROTECTION OF  INTELLECTUAL PROPERTY AND CONFIDENTIAL
            INFORMATION:

         4.1.  All information, ideas, concepts, improvements,  discoveries, and
inventions,  whether patentable or not, which are conceived,  made, developed or
acquired  by  Employee,  individually  or in  conjunction  with  others,  during
Employee's  employment  by Employer  or any of its  affiliates  (whether  during

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business  hours or otherwise  and whether on  Employer's  premises or otherwise)
which relate to the business, products or services of Employer or its affiliates
(including,  without  limitation,  all such  information  relating to  corporate
opportunities,  research,  financial and sales data,  pricing and trading terms,
evaluations, opinions,  interpretations,  acquisition prospects, the identity of
customers  or their  requirements,  the  identity  of key  contacts  within  the
customer's organizations or within the organization of acquisition prospects, or
marketing and merchandising  techniques,  prospective names, and marks), and all
writings or materials of any type embodying any of such items, shall be the sole
and exclusive property of Employer or its affiliates, as the case may be.

         4.2.  Employee  acknowledges  that the  businesses  of Employer and its
affiliates  are highly  competitive  and that Employer and its  affiliates  have
developed  and own and  will  develop  and own  valuable  information  which  is
confidential,  unique and specific to Employer and its affiliates  ("Proprietary
and Confidential Information") and which includes, without limitation, financial
information,   projections  and  forecasts;   marketing   plans;   business  and
implementation  plans;  names  of and  other  information  (such as  credit  and
financial data)  concerning their customers and business  associates;  and other
concepts,   ideas,  plans,  strategies,   analyses,   surveys,  and  proprietary
information  related to past,  present or  anticipated  business of Employer and
various of its affiliates. Employee further acknowledges that protection of such
Proprietary and Confidential Information against unauthorized disclosure and use
is of critical  importance to Employer and its affiliates in  maintaining  their
competitive position. Employee hereby agrees that Employee will not, at any time
during  or after  his or her  employment  by  Employer,  make  any  unauthorized
disclosure of any  Proprietary and  Confidential  Information of Employer or its
affiliates,  or  make  any  use  thereof,  except  in  the  carrying  out of his
employment responsibilities hereunder.  Proprietary and Confidential Information
shall not include information in the public domain (but only if the same becomes
part of the public  domain  through a means other than a  disclosure  prohibited
hereunder). The above notwithstanding, a disclosure shall not be unauthorized if
(i) it is required by law or by a court of competent  jurisdiction or (ii) it is
in connection with any judicial, arbitration,  dispute resolution or other legal
proceeding in which  Employee's  legal rights and  obligations as an employee or
under this Agreement are at issue;  provided,  however,  that Employee shall, to
the extent  practicable  and  lawful in any such  events,  give prior  notice to
Employer  of his  intent  to  disclose  any such  Proprietary  and  Confidential
Information  in such  context  so as to  allow  Employer  or its  affiliates  an
opportunity (which Employee will not oppose) to obtain such protective orders or
similar relief with respect thereto as may be deemed appropriate.

         4.3.  All written  materials, records,  and other documents made by, or
coming  into the  possession  of,  Employee  during  the  period  of  Employee's
employment by Employer which contain or disclose  Proprietary  and  Confidential
Information  of Employer or its  affiliates  shall be and remain the property of
Employer, or its affiliates,  as the case may be. Upon termination of Employee's
employment  by Employer,  for any reason,  Employee  promptly  shall deliver the
same, and all copies thereof, to Employer.

         4.4   For  purposes of this Article 4 and Article 5, "affiliates" shall
mean  entities  in which  Employer  or  Halliburton  has a 20% or more direct or
indirect equity interest.

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ARTICLE 5: POST-EMPLOYMENT AND NON-COMPETITION OBLIGATIONS:

         5.1.  Employee and Employer agree and acknowledge that Employer and its
affiliates have developed and own and will develop and own valuable  Proprietary
and Confidential  Information and that Employer and its affiliates have goodwill
and will  continue to have  goodwill.  Employer and Employee  further  agree and
acknowledge  that  the  Employer  and its  affiliates,  have a  substantial  and
legitimate interest in protecting their Proprietary and Confidential Information
and goodwill.  Therefore,  as part of the consideration for the compensation and
benefits to be paid to Employee  hereunder,  and as an additional  incentive for
Employer  to enter  into this  Agreement,  Employer  and  Employee  agree to the
non-competition  provisions of this Article 5.  Employee  agrees that during the
period of Employee's non-competition  obligations hereunder,  Employee will not,
directly or indirectly  for Employee or for others,  in any  geographic  area or
market  where  Employer or any of its  affiliates  are  conducting  any business
(other than de minimis business operations) as of the date of termination of the
employment  relationship or have during the previous twelve months conducted any
business (other than de minimis business operations):

         (i)      engage in any business directly  competitive with any business
                  (other  than de  minimis  business  operations)  conducted  by
                  Employer or its affiliates;

         (ii)     render advice or services to, or otherwise  assist,  any other
                  person,  association,  or entity who is  engaged,  directly or
                  indirectly,  in any  business  directly  competitive  with any
                  business (other than de minimis business operations) conducted
                  by Employer or its affiliates; or

         (iii)    induce  any  employee  of  Employer  or any of its  affiliates
                  (other than Employee's  personal  secretary or  administrative
                  assistant)  to  terminate  such  employee's   employment  with
                  Employer or its affiliates, or hire or assist in the hiring of
                  any such  induced  employee  by any  person,  association,  or
                  entity not affiliated with Employer.

These non-competition obligations shall extend until two years after termination
of  the  employment  relationship  between  Employer  and  Employee.  The  above
notwithstanding,  nothing  in this  Section  5.1 shall  prohibit  Employee  from
engaging in or being  employed by any entity that  engages in the  provision  of
management  consulting or other consulting services to third parties, even where
such entity on occasion renders advice or services to, or otherwise assists, any
other person,  association, or entity who is engaged, directly or indirectly, in
any business,  directly  competitive with any business  conducted by Employer or
any of Employer's affiliates, so long as Employee does not personally,  directly
or indirectly (A)  participate in rendering such advice,  services or assistance
to any such competing person, association or entity, (B) provide any information
or other  assistance  to any other  person  employed  by Employee or by any such
consulting entity for use, directly or indirectly,  in rendering such assistance
to any  competing  person,  association  or entity or (C) engage in any  conduct
which would be violative of the provisions of Article 4 hereof.

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         5.2.  Employee  understands that  the foregoing  restrictions may limit
his ability to engage in certain  businesses  anywhere  in the world  during the
period  provided  for  above,  but  acknowledges   that  Employee  will  receive
sufficiently  high  remuneration  and other  benefits  under this  Agreement  to
justify such restriction.  Employee acknowledges that money damages would not be
sufficient remedy for any breach of this Article 5 by Employee,  and agrees that
Employer,  on its own  behalf or on behalf  of any of its  affiliates,  shall be
entitled to specific  performance  and  injunctive  relief as remedies  for such
breach or any threatened breach. Such remedies shall not be deemed the exclusive
remedies  for a breach  of this  Article  5, but  shall  be in  addition  to all
remedies  available  at  law  or in  equity  to  Employer  and  its  affiliates,
including,  without  limitation,  the recovery of damages from  Employee and his
agents involved in such breach.

         5.3.  It is expressly understood  and agreed that Employer and Employee
consider  the  restrictions  contained in this  Article 5 to be  reasonable  and
necessary  to  protect  the  Proprietary  and  Confidential  Information  and/or
goodwill of Employer and its affiliates and that Employee's  obligations to keep
such information confidential shall survive this Agreement. Nevertheless, if any
of the aforesaid  restrictions  are found by a court having  jurisdiction  to be
unreasonable,  or  overly  broad as to  geographic  area or time,  or  otherwise
unenforceable,  the parties intend for the restrictions  therein set forth to be
modified  by such  courts so as to be  reasonable  and  enforceable  and,  as so
modified by the court, to be fully enforced.

ARTICLE 6: MISCELLANEOUS:

         6.1.  Except as otherwise  provided in Section 4.4 hereof, for purposes
of this Agreement,  the terms  "affiliate" or  "affiliated"  means an entity who
directly,  or  indirectly  through  one or  more  intermediaries,  controls,  is
controlled  by,  or is  under  common  control  with  Halliburton  or  in  which
Halliburton has a 50% or more equity interest.

         6.2.  For   purposes  of  this   Agreement,   notices  and   all  other
communications  provided  for herein  shall be in writing and shall be deemed to
have been duly given when  received by or tendered to Employee or  Employer,  as
applicable,  by pre-paid  courier or by United  States  registered  or certified
mail, return receipt requested, postage prepaid, addressed as follows:

         If to Employer, to Halliburton Company at 3600 Lincoln Plaza, 500 North
         Akard Street, Dallas, Texas 75201-3391, to the attention of the General
         Counsel.

         If to Employee, to his or her last known personal residence.

         6.3.  This Agreement shall be governed by and construed and enforced,
in all respects in accordance with the law of the State of Texas, without regard
to  principles  of conflicts of law,  unless  preempted by federal law, in which
case federal law shall govern;  provided,  however, that the Halliburton Dispute
Resolution  Plan and the Federal  Arbitration  Act shall  govern in all respects
with regard to the resolution of disputes hereunder.

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         6.4.  No failure by either  party  hereto at any time to give notice of
any breach by the other party of, or to require  compliance  with, any condition
or provision of this Agreement shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.

         6.5.  It is a  desire  and  intent  of  the  parties  that  the  terms,
provisions,  covenants,  and  remedies  contained  in this  Agreement  shall  be
enforceable to the fullest extent permitted by law. If any such term, provision,
covenant,  or remedy of this Agreement or the application thereof to any person,
association, or entity or circumstances shall, to any extent, be construed to be
invalid  or  unenforceable  in whole  or in part,  then  such  term,  provision,
covenant,  or  remedy  shall  be  construed  in a  manner  so as to  permit  its
enforceability  under the applicable law to the fullest extent permitted by law.
In any case,  the  remaining  provisions  of this  Agreement or the  application
thereof to any person,  association, or entity or circumstances other than those
to which they have been held  invalid  or  unenforceable,  shall  remain in full
force and effect.

         6.6.  It is the mutual  intention  of the  parties to have any  dispute
concerning this Agreement resolved out of court. Accordingly,  the parties agree
that any such dispute shall, as the sole and exclusive  remedy, be submitted for
resolution through the Halliburton Dispute Resolution Plan;  provided,  however,
that the  Employer,  on its own behalf  and on behalf of any of the  Halliburton
Entities, shall be entitled to seek specific performance or injunctive relief in
any court of competent jurisdiction to prevent any breach or the continuation of
any breach of the  provisions of Articles 4 and 5 and Employee  hereby  consents
that such equitable  relief may be granted without the necessity of the Employer
posting any bond. The parties agree that the  resolution of any dispute  through
the Halliburton Dispute Resolution Plan shall be final and binding.

         6.7.  This  Agreement shall be binding upon and inure to the benefit of
Employer,  to the extent  herein  provided,  Halliburton  and any other  person,
association,  or  entity  which  may  hereafter  acquire  or  succeed  to all or
substantially  all of the business or assets of Employer or  Halliburton  by any
means  whether  direct or  indirect,  by  purchase,  merger,  consolidation,  or
otherwise.  Employee's  rights and obligations under this Agreement are personal
and such rights,  benefits, and obligations of Employee shall not be voluntarily
or involuntarily assigned,  alienated,  or transferred,  whether by operation of
law or otherwise,  without the prior written consent of Employer,  other than in
the case of death or incompetence of Employee.

         6.8.  This Agreement  replaces and merges any previous  agreements  and
discussions  pertaining to the subject  matter  covered  herein.  This Agreement
constitutes  the entire  agreement  of the  parties  with regard to the terms of
Employee's  employment,  termination of employment and severance  benefits,  and
contains  all of  the  covenants,  promises,  representations,  warranties,  and
agreements between the parties with respect to such matters.  Each party to this
Agreement   acknowledges  that  no  representation,   inducement,   promise,  or
agreement,  oral or written,  has been made by either  party with respect to the
foregoing  matters  which  is  not  embodied  herein,  and  that  no  agreement,
statement, or promise relating to the employment of Employee by Employer that is
not contained in this Agreement shall be valid or binding.  Any  modification of
this  Agreement  will be  effective  only if it is in writing and signed by each

                                       10


party whose  rights  hereunder  are  affected  thereby,  provided  that any such
modification must be authorized or approved by the Compensation Committee or its
delegate, as appropriate.

         IN WITNESS  WHEREOF,  Employer and  Employee  have duly  executed  this
Agreement in multiple originals to be effective on the Effective Date.


                                  LANDMARK GRAPHICS CORPORATION


                                  By:
                                     --------------------------------------
                                        Robert P. Peebler
                                        Chief Executive Officer and President


                                  EMPLOYEE


                                  -----------------------------------------
                                         John W. Gibson



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