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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA



UNITED STATES OF AMERICA,

         Plaintiff,

                  v.

BAROID CORPORATION,
BAROID DRILLING FLUIDS, INC.,   
DB STRATABIT (USA) INC., and
DRESSER INDUSTRIES, INC.;      

         Defendants.

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Civil Action No.: 93-2621 (RCL)

STIPULATION AND ORDER

It is hereby STIPULATED by Diamond Products International ("DPI") and the United States, by their attorneys, as follows:

1. In 1994, International Superior Products, Inc., the predecessor company to DPI, agreed to be bound by the Final Judgment when it purchased the United States diamond drill bit business of Baroid Corporation.

2. Paragraph V.F. of the Final Judgment prohibits DPI, as the purchaser of Baroid's diamond bit business, from engaging in certain transactions.

3. DPI has joined the United States in asking this Court to modify Paragraph V.F. of the Final Judgment to change the prohibition to a notice provision.

4. If this Court grants the requested modification to Paragraph V.F., DPI agrees to abide by the Final Judgment, as modified.


Dated: 6/12/00

FOR DIAMOND PRODUCTS
INTERNATIONAL,

_______________/s/________________
Lisa Jose Fales
Bar #431976
Howrey & Simon
1299 Pennsylvania Avenue, NW
Washington, D.C. 20004
Telephone: 202/383-7022
Facsimile: 202/383-6610


FOR THE UNITED STATES,


_______________/s/________________
Angela L. Hughes
Member of The Florida Bar, #211052
Attorney, Antitrust Division
U.S. Department of Justice
325 7th Street, NW, Suite 500
Washington, D.C. 20530
Telephone: 202/307-6410
Facsimile: 202/307-2784




ORDER



It is SO ORDERED, this ______ day of __________, 2000.


___________________________________
United States District Court Judge