UNITED STATES OF AMERICA,                       Plaintiff,                   v. BAROID CORPORATION, BAROID DRILLING FLUIDS, INC.,    DB STRATABIT (USA) INC., and DRESSER INDUSTRIES, INC.;                   Defendants.

| | | | | | | | | | | | | | |

Civil Action No.: 93-2621 Judge Stanley Sporkin

ORDER MODIFYING FINAL JUDGMENT

It is hereby ORDERED that the Final Judgment in this case is hereby modified as follows:

Section IV(F), second sentence is hereby amended to state: "The purchaser of the divested drilling fluid business shall not sell the drilling fluid business to, or combine that business, with the drilling fluid operations of Dresser Industries, Inc., Baker Hughes, Inc., or Schlumberger Ltd., or any of their affiliates or subsidiaries during the life of this decree. The purchaser of the divested drilling fluid business shall not sell the drilling fluid business to, or combine that business, with the drilling fluid operations of Anchor Drilling Fluids, except in accordance with the terms of the Joint Motion to Modify Final Judgment and Stipulated Divestiture Agreement filed by the United States and Smith International, Inc. on June 4, 1996, which is hereby incorporated and made a part of the Final Judgment.

A sentence is added to Section XV to state: "With respect to Smith International, Inc., the terms of this Final Judgment shall expire on the tenth anniversary of the date this Order is filed and entered.

DATE: ________________________

_______________________________ Stanley Sporkin United States District Judge