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)

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

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