Exhibit 10.8 Master Transitional Services Agreement

Exhibit 10.8

Master Transitional Services Agreement

by and among

Schlumberger Technologies, Inc.,

Schlumberger Technology Corporation,

Schlumberger BV

and

NPTest, Inc.

_______ __, 2002

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS.............................................................. 3
Section 1.1 Additional Services................................................ 3
Section 1.2 Impracticable...................................................... 3
Section 1.3 IPO Closing Date................................................... 3
Section 1.4 Localized Version.................................................. 4
Section 1.5 Master Confidential Disclosure Agreement........................... 4
Section 1.6 Master Separation And Sale Agreement............................... 4
Section 1.7 Prior Transfers.................................................... 4
Section 1.8 Service(s)......................................................... 4
Section 1.9 Software........................................................... 4
Section 1.10 Source Code. ...................................................... 4
Section 1.11 Source Code Documentation.......................................... 4

ARTICLE II TRANSITION SERVICE SCHEDULES............................................ 4

ARTICLE III SERVICES............................................................... 5
Section 3.1 Services Generally................................................. 5
Section 3.2 Service Boundaries................................................. 5
Section 3.3 Impracticability................................................... 5
Section 3.4 Additional Resources............................................... 5
Section 3.5 Additional Services................................................ 5
Section 3.6 Obligations As To Additional Services.............................. 5

ARTICLE IV TERM.................................................................... 6

ARTICLE V COMPENSATION............................................................. 6
Section 5.1 Charges For Services. ............................................. 6
Section 5.2 Payment Terms...................................................... 6
Section 5.3 Performance Under Ancillary Agreements............................. 7
Section 5.4 Error Correction; True-Ups; Accounting............................. 7

ARTICLE VI GENERAL OBLIGATIONS; STANDARD OF CARE .................................. 7
Section 6.1 Performance by Schlumberger........................................ 7
Section 6.2 Disclaimer Of Warranties........................................... 7
Section 6.3 Performance by NPT................................................ 7
Section 6.4 Transitional Nature Of Services; Changes........................... 7
Section 6.5 Responsibility For Errors; Delays.................................. 7
Section 6.6 Good Faith Cooperation; Consents................................... 8
Section 6.7 Alternatives....................................................... 8

ARTICLE VII TERMINATION............................................................ 8
Section 7.1 Termination........................................................ 8
Section 7.2 Survival........................................................... 9
Section 7.3 User IDs, Passwords................................................ 9

ARTICLE VIII RELATIONSHIP BETWEEN THE PARTIES................................... 9

ARTICLE IX SUBCONTRACTORS....................................................... 9

ARTICLE X INTELLECTUAL PROPERTY................................................. 10
Section 10.1 Allocation Of Rights By Ancillary Agreements................... 10
Section 10.2 Existing Ownership Rights Unaffected........................... 10
Section 10.3 Ownership Of Developed Works................................... 10
Section 10.4 License To Preexisting Works................................... 10

ARTICLE XI SOFTWARE LICENSE..................................................... 10
Section 11.1 Software Deliverable/License................................... 10
Section 11.2 Delivery and Acceptance........................................ 10
Section 11.3 Rights Granted And Restrictions. .............................. 11
Section 11.4 As-Is Warranty................................................. 12
Section 11.5 Miscellaneous.................................................. 12

ARTICLE XII INFRINGEMENT DEFENSE ............................................... 12

ARTICLE XIII CONFIDENTIALITY.................................................... 13

ARTICLE XIV LIMITATION OF LIABILITY ............................................ 13

ARTICLE XV FORCE MAJEURE........................................................ 14

ARTICLE XVI DISPUTE RESOLUTION.................................................. 14

ARTICLE XVII MISCELLANEOUS...................................................... 14
Section 16.1 Entire Agreement. ............................................. 14
Section 16.2 Governing Law.................................................. 14
Section 16.3 Descriptive Headings. ......................................... 14
Section 16.4 Notices........................................................ 15
Section 16.5 Counterparts................................................... 15
Section 16.6 Binding Effect; Assignment..................................... 16
Section 16.7 Severability................................................... 16
Section 16.8 Failure Or Indulgence Not Waiver; Remedies Cumulative.......... 16
Section 16.9 Amendment...................................................... 16
Section 16.10 Authority...................................................... 16

MASTER TRANSITIONAL SERVICES AGREEMENT

This Master Transitional Services Agreement (the "Agreement") is
effective as of the Separation Date as set forth in the Master Separation and
Sale Agreement between the parties named below, _______ __, 2002 (the "Effective
Date"), by and among Schlumberger Technologies, Inc., a Delaware corporation
("STI"), Schlumberger Technology Corporation, a Texas corporation ("STC"),
Schlumberger BV, a company organized and existing under the laws of the
Netherlands ("SBV" and, together with STI, and STC, "Schlumberger"), and NPTest,
Inc. ("NPT"), a Delaware corporation. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the Master
Separation and Sale Agreement (as defined below).

RECITALS

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

WHEREAS, NPT is engaged in the NPT Business (as such term is defined in
the Master Separation and Sale Agreement);

WHEREAS, the parties have entered into a Master Separation and Sale
Agreement in connection with the Separation, as there described; and

WHEREAS, as provided in the Master Separation and Sale Agreement, the
parties desire to set forth certain agreements regarding certain transitional
services as requested by NPT and provided by Schlumberger.

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

ARTICLE I

DEFINITIONS

For the purpose of this Agreement, the following capitalized terms
shall have the following meanings:

Section 1.1 Additional Services. "Additional Services" shall have the
meaning set forth in Section 3.5.

Section 1.2 Impracticable. "Impracticable" shall have the meaning set
forth in Section 3.3.:

Section 1.3 IPO Closing Date. "IPO Closing Date" has the meaning set
forth in the Master Separation and Sale Agreement.

Section 1.4 Localized Version. "Localized Version" means localized
versions of the Software.

Section 1.5 Master Confidential Disclosure Agreement. "Master
Confidential Disclosure Agreement" shall mean that certain Master Confidential
Disclosure Agreement by and among STI, STC, SBV and NPT.

Section 1.6 Master Separation And Sale Agreement. "Master Separation
and Sale Agreement" shall mean that certain Master Separation and Sale Agreement
by and among STI, STC, SBV and NPT.

Section 1.7 Prior Transfers. "Prior Transfers" has the meaning set
forth in the Master Separation and Sale Agreement.

Section 1.8 Service(s). "Service(s)" shall have the meaning set forth
in Section 3.1.

Section 1.9 Software. "Software" means Schlumberger's software
program(s), in object code only, listed and described in the relevant Transition
Service Schedule.

Section 1.10 Source Code. "Source Code" means any human readable code,
including interpreted code, of Schlumberger, listed and described in the
relevant Transition Service Schedule.

Section 1.11 Source Code Documentation. "Source Code Documentation"
means the manuals and other documentation that are reasonably necessary to use
the Source Code licensed herein, including those items listed and described in
the relevant Transition Service Schedule hereto.

ARTICLE II

TRANSITION SERVICE SCHEDULES

This Agreement will govern individual transitional services as
requested by NPT and provided by Schlumberger, the details of which are set
forth in the Transition Service Schedules attached to this Agreement. Each
Service shall be covered by this Agreement upon execution of a transition
service schedule in the form attached hereto (each transition service schedule,
a "Transition Service Schedule").

For each Service, the parties shall set forth, among other things, the
time period during which the Service will be provided if different from the term
of this Agreement determined pursuant to Article IV hereof, a summary of the
Service to be provided; a description of the Service; and the estimated charge,
if any, for the Service and any other terms applicable thereto on the Transition
Service Schedule. Obligations regarding each Transition Service Schedule shall
be effective upon execution of this Agreement, or upon the later addition of a
Transition Service Schedule by mutual agreement of the parties. This Agreement
and all the Transition Service Schedules shall be together defined as the
"Agreement".

ARTICLE III

SERVICES

Section 3.1 Services Generally. Except as otherwise provided herein,
for the term determined pursuant to Article IV hereof, Schlumberger shall
provide or cause to be provided to NPT the service(s) described in the
Transition Service Schedule(s) attached hereto. The service(s) described on a
single Transition Service Schedule shall be referred to herein as a "Service."
Collectively, the services described on all the Transition Service Schedules
(including Additional Services) shall be referred to herein as "Services."

Section 3.2 Service Boundaries. Except as provided in a Transition
Service Schedule for a specific Service: (i) Schlumberger shall be required to
provide the Services only to the extent and only at the locations such Services
are being provided by Schlumberger for NPT immediately prior to the Separation
Date; and (ii) the Services will be available only for purposes of conducting
the business of NPT substantially in the manner it was conducted prior to the
Separation Date.

Section 3.3 Impracticability. Schlumberger shall not be required to
provide any Service to the extent the performance of such Service becomes
"Impracticable" as a result of a cause or causes outside the reasonable control
of Schlumberger including unfeasible technological requirements, or to the
extent the performance of such Services would require Schlumberger to violate
any applicable laws, rules or regulations or would result in the breach of any
software license or other applicable contract, or due to Force Majeure.

Section 3.4 Additional Resources. Except as provided in a Transition
Service Schedule for a specific Service, in providing the Services, Schlumberger
shall not be obligated to: (i) hire any additional employees; (ii) maintain the
employment of any specific employee; (iii) purchase, lease or license any
additional equipment or software; or (iv) pay any costs related to the transfer
or conversion of NPT's data to NPT or any alternate supplier of Services.

Section 3.5 Additional Services. From time to time after the
Separation Date, the parties may identify additional services that one party
will provide to the other party in accordance with the terms of this Agreement
(the "Additional Services"). Accordingly, the parties shall execute additional
Transition Service Schedules for such Additional Services pursuant to Article
II. Except as set forth in Section 3.6, the parties may agree in writing on
Additional Services during the term of this Agreement.

Section 3.6 Obligations As To Additional Services. Except as set
forth in the next sentence, Schlumberger shall be obligated to perform, at a
charge determined using the principles for determining fees under Section 5.1,
any Additional Service that: (a) was provided by Schlumberger immediately prior
to the Separation Date, or (b) is essential to effectuate an orderly transition
under the Master Separation and Sale Agreement, unless such performance would
significantly disrupt Schlumberger's operations or materially increase the scope
of its responsibilities under this Agreement. If Schlumberger reasonably
believes the performance of Additional Services requested under subparagraphs
(a) or (b) would significantly disrupt its operations or materially increase the
scope of its responsibility under this Agreement,

Schlumberger and NPT shall negotiate in good faith to establish terms under
which Schlumberger can provide such Additional Services, but Schlumberger shall
not be obligated to provide such Additional Services if, following good faith
negotiation, it is unable to reach agreement on such terms.

ARTICLE IV

TERM

The term of this Agreement shall commence on the Effective Date and
shall remain in effect through December 31, 2002 (the "Expiration Date"), unless
earlier terminated under Article VII. This Agreement may be extended by mutual
written agreement of the Parties, either in whole or with respect to one or more
of the Services; provided, however, that such extension shall only apply to the
Services for which the Agreement was extended. The parties shall be deemed to
have extended this Agreement with respect to a specific Service if the
Transition Service Schedule for such Service specifies a completion date beyond
the aforementioned Expiration Date. The parties may agree on an earlier
expiration date respecting a specific Service by specifying such date on the
Transition Service Schedule for that Service. Services shall be provided up to
and including the date set forth in the applicable Transition Service Schedule,
subject to earlier termination as provided herein.

ARTICLE V

COMPENSATION

Section 5.1 Charges For Services. NPT shall pay Schlumberger the
charges, if any, set forth on the Transition Service Schedules for each of the
Services listed therein as adjusted, from time to time, in accordance with the
processes and procedures established under Section 5.4 and Section 5.5 hereof.
Such fees shall include the direct costs, as determined using the process
described in such Transition Service Schedule, and indirect costs of providing
the Services, unless specifically indicated otherwise on a Transition Service
Schedule. However, if the term of this Agreement is extended beyond the
Expiration Date as provided in Article IV, the parties will negotiate in good
faith to determine commercially reasonable charges for such Services. The
parties shall use good faith efforts to discuss any situation in which the
actual charge for a Service is reasonably expected to exceed the estimated
charge, if any, set forth on a Transition Service Schedule for a particular
Service; provided, however, that the incurrence of charges in excess of any such
estimate on such Transition Service Schedule shall not justify stopping the
provision of, or payment for, Services under this Agreement.

Section 5.2 Payment Terms. Schlumberger shall ▇▇▇▇ NPT monthly for
all charges pursuant to this Agreement. Such bills shall be accompanied by
reasonable documentation or other reasonable explanation supporting such
charges. NPT shall pay Schlumberger for all Services provided hereunder within
forty-five (45) calendar days after receipt of an invoice therefor. Schlumberger
may withhold or suspend those Services for which payment is not received by
ninety (90) days after NPT has received an invoice.

Section 5.3 Performance Under Ancillary Agreements. Notwithstanding
anything to the contrary contained herein, NPT shall not be charged under this
Agreement for any obligations that are specifically required to be performed
under the Master Separation and Sale Agreement or any other Ancillary Agreement
and any such other obligations shall be performed and charged for (if
applicable) in accordance with the terms of the Master Separation and Sale
Agreement or such other Ancillary Agreement.

Section 5.4 Error Correction; True-Ups; Accounting. The parties shall
reasonably agree on a process and procedure for conducting internal audits and
making adjustments to charges as a result of the movement of employees and
functions between parties, the discovery of errors or omissions in charges, as
well as a true-up of amounts owed. In no event shall such processes and
procedures extend beyond two years after completion of a Service.

ARTICLE VI

GENERAL OBLIGATIONS; STANDARD OF CARE

Section 6.1 Performance by Schlumberger. Subject to Section 3.4 and
any other terms and conditions of this Agreement, Schlumberger shall maintain
sufficient resources to perform its obligations hereunder. Schlumberger shall
use reasonable efforts to provide Services in accordance with the policies,
procedures and practices in effect before the Separation Date, and shall
exercise the same care and skill as it exercises in performing similar services
for itself.

Section 6.2 Disclaimer Of Warranties. SCHLUMBERGER MAKES NO
WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT, WITH RESPECT TO THE SERVICES, SOFTWARE OR OTHER DELIVERABLES
PROVIDED BY IT HEREUNDER.

Section 6.3 Performance by NPT. NPT shall use reasonable efforts, in
connection with receiving Services, to follow the policies, procedures and
practices of Schlumberger in effect before the Separation Date, including
providing information and documentation sufficient for Schlumberger to perform
the Services as they were performed before the Separation Date and making
available, as reasonably requested by Schlumberger, sufficient resources and
timely decisions, approvals and acceptances in order that Schlumberger may
accomplish its obligations hereunder in a timely manner.

Section 6.4 Transitional Nature Of Services; Changes. The parties
acknowledge the transitional nature of the Services and that Schlumberger may
make changes from time to time in the manner of performing the Services if
Schlumberger is making similar changes in performing similar services for itself
and if Schlumberger furnishes to NPT sixty (60) days' written notice regarding
such changes.

Section 6.5 Responsibility For Errors; Delays. Schlumberger's sole
responsibility to NPT:

(a) for errors or omissions in Services, shall be to furnish
correct information, payment and/or adjustment in the Services, at no additional
cost or expense to NPT; provided,

NPT must promptly advise Schlumberger of any such error or omission of which it
becomes aware after having used reasonable efforts to detect any such errors or
omissions in accordance with the standard of care set forth in Section 6.3; and

(b) for failure to deliver any Service because of
Impracticability, shall be to use reasonable efforts, subject to Section 3.3, to
make the Services available and/or to resume performing the Services as promptly
as reasonably practicable.

Section 6.6 Good Faith Cooperation; Consents. The parties will use
good faith efforts to cooperate with each other in all matters relating to the
provision and receipt of Services. Such cooperation shall include exchanging
information, performing true-ups and adjustments, and obtaining all third party
consents, licenses, sublicenses or approvals necessary to permit each party to
perform its obligations hereunder (including by way of example, not by way of
limitation, rights to use third party software needed for the performance of
Services). The costs of obtaining such third party consents, licenses,
sublicenses or approvals shall be borne by NPT. The parties will maintain in
accordance with its standard document retention procedures, documentation
supporting the information relevant to cost calculations contained in the
Transition Service Schedules and cooperate with each other in making such
information available as needed in the event of a tax audit, whether in the
United States or any other country.

Section 6.7 Alternatives. If Schlumberger reasonably believes it is
unable to provide any Service because of a failure to obtain necessary consents,
licenses, sublicenses or approvals pursuant to Section 6.6 or because of
Impracticability, the parties shall cooperate to determine the best alternative
approach. Until such alternative approach is found or the problem otherwise
resolved to the satisfaction of the parties, Schlumberger shall use reasonable
efforts, subject to Section 3.3 and Section 3.4, to continue providing the
Service. To the extent an agreed upon alternative approach requires payment
above and beyond that which is included in Schlumberger's charge for the Service
in question, the parties shall share equally in making any such payment unless
they otherwise agree in writing.

ARTICLE VII

TERMINATION

Section 7.1 Termination. This Agreement, and/or any of the Services
provided under a Schedule hereto, may be terminated at any time upon the mutual
written agreement of the parties. This Agreement may be terminated at any time
prior to the IPO Closing Date by and in the sole discretion of Schlumberger
without the approval of NPT. After the IPO Closing Date and prior to December
31, 2002, NPT may terminate this Agreement, either with respect to all or with
respect to any one or more of the Services provided to NPT hereunder, for any
reason or for no reason, at any time upon thirty (30) days' prior written notice
to Schlumberger. After December 31, 2002, either party may terminate this
Agreement, either with respect to all or with respect to any one or more of the
Services provided to NPT hereunder, for any reason or for no reason, at any time
upon thirty (30) days' prior written notice to the other party; provided,
however, that such right to terminate this Agreement or Services may not be
invoked by a party if Services are being provided hereunder under a Schedule
where the termination date of said Services is subsequent to December 31, 2002.
In addition, after the IPO Closing Date and subject

to the provisions of Article XVI below, either party may terminate this
Agreement with respect to a specific Service if the other party materially
breaches a material provision with regard to that particular Service and does
not cure such breach (or does not take reasonable steps required under the
circumstances to cure such breach going forward) within thirty (30) days after
being given notice of the breach; provided, however, that the non-terminating
party may request that the parties engage in a dispute resolution negotiation as
specified in Article XVI below prior to termination for breach.

Section 7.2 Survival. Those Sections of this Agreement that, by their
nature, are intended to survive termination will survive in accordance with
their terms. Notwithstanding the foregoing, in the event of any termination with
respect to one or more, but less than all Services, this Agreement shall
continue in full force and effect with respect to any Services not terminated
hereby.

Section 7.3 User IDs, Passwords. The parties shall use good faith
efforts at the termination or expiration of this Agreement or any specific
Service hereto to ensure that all applicable user IDs and passwords are
canceled.

ARTICLE VIII

RELATIONSHIP BETWEEN THE PARTIES

The relationship between the parties established under this Agreement
is that of independent contractors and neither party is an employee, agent,
partner, or joint venturer of or with the other. Schlumberger will be solely
responsible for any employment-related taxes, insurance premiums or other
employment benefits respecting its personnel's performance of Services under
this Agreement. NPT agrees to grant Schlumberger personnel access to sites,
systems and information (subject to the provisions of confidentiality in Article
XIII below) as necessary for Schlumberger to perform its obligations hereunder.
Schlumberger personnel agree to obey any and all security regulations and other
published policies of NPT.

ARTICLE IX

SUBCONTRACTORS

Schlumberger may engage a "Subcontractor" to perform all or any portion
of Schlumberger's duties under this Agreement, provided that Schlumberger shall
have bound any such Subcontractor under the confidentiality obligations at least
as protective as the terms of Article XIII regarding confidentiality below, and
provided further that Schlumberger remains responsible for the performance of
such Subcontractor. As used in this Agreement, "Subcontractor" will mean any
individual, partnership, corporation, firm, association, unincorporated
organization, joint venture, trust or other entity engaged to perform hereunder.

ARTICLE X

INTELLECTUAL PROPERTY

Section 10.1 Allocation Of Rights By Ancillary Agreements. This
Agreement and the performance of this Agreement will not affect the ownership of
any copyrights, patents, trademarks, technology or other intellectual property
rights allocated in the Ancillary Agreements.

Section 10.2 Existing Ownership Rights Unaffected. Neither party will
gain, by virtue of this Agreement, any rights of ownership of copyrights,
patents, trade secrets, trademarks or any other intellectual property rights
owned by the other.

Section 10.3 Ownership Of Developed Works. Except as set forth in
Section 10.2, Schlumberger will own all copyrights, patents, trade secrets,
trademarks and other intellectual property rights subsisting in the Software
Deliverables (as defined in Section 11.1 below) and other works developed by
Schlumberger for purposes of this Agreement.

Section 10.4 License To Preexisting Works. NPT grants Schlumberger a
non-exclusive, worldwide, royalty-free license to use, copy, and make derivative
works of, distribute, display, perform and transmit NPT's pre-existing
copyrighted works or other intellectual property rights solely to the extent
necessary for Schlumberger to perform its obligations under this Agreement.

ARTICLE XI

SOFTWARE LICENSE

Section 11.1 Software Deliverable/License. Unless otherwise agreed by
the parties under the Ancillary Agreements or any separate license or technology
agreement, if Schlumberger supplies NPT with a deliverable that in whole or in
part consists of software, firmware, or other computer code (referred to as a
"Software Deliverable") as indicated in a Transition Service Schedule, such
Software Deliverables will be supplied in object code form only and will be
subject to the terms of this Article XI. In the event that such Software
Deliverables are licensed to Schlumberger by third parties, NPT agrees to be
bound by any different or additional conditions that are required by such third
parties and are communicated in writing by Schlumberger to NPT.

Section 11.2 Delivery and Acceptance.

(a) Delivery. Schlumberger agrees to deliver to NPT one (1):
(i) master copy of the Software in object code form only (as specified on the
relevant Transition Service Schedule of the Agreement) on the media described on
the relevant Transition Service Schedule and (ii) Documentation for the Software
on the media described in the relevant Transition Service Schedule ((i) and (ii)
collectively a "Complete Copy") as listed in the relevant Transition Service
Schedule no later than 10 days after the Separation Date (or any other start
date as specifically indicated in the relevant Transition Service Schedule). If
Source Code is licensed under this Agreement, Schlumberger agrees to deliver one
copy of such Source Code no later

than 10 days after the Separation Date (or any other start date as specifically
indicated in the relevant Transition Service Schedule). Additional Software or
Source Code may be added to this Agreement from time to time by execution by the
parties of a Transition Service Schedule.

(b) Acceptance of Software (Non-Source Code). NPT agrees and
understands that it will be entitled to continue to use the Software in its
present form, as currently used in the NPT Business, subject to the provisions
of this Agreement. Such Software is accepted by NPT "as is" with no warranties.
NPT shall be responsible for any maintenance of such Software and any results it
obtains from the use of such Software.

Section 11.3 Rights Granted And Restrictions.

(a) License To Software. Subject to the terms and conditions
of this Agreement, including restrictions imposed by third parties with respect
to Software licensed to Schlumberger, Schlumberger hereby grants to NPT, under
Schlumberger's intellectual property rights in and to the Software, a
non-exclusive, nontransferable worldwide license to (i) use and display the
Software for its own internal information processing services and computing
needs, and to make sufficient copies as necessary for such use, and (ii) use the
Documentation in connection with the permitted use of the Software and make
sufficient copies as necessary for such use.

(b) License To Source Code. Subject to the terms and
conditions of this Agreement, Schlumberger hereby grants to NPT, under
Schlumberger's intellectual property rights in and to the Software, a
non-exclusive, nontransferable worldwide license to (i) use and reproduce the
Source Code for the Software (for archival and back-up purposes only), for the
sole purpose of supporting the object code version of the Software (if such
object code exists), or, if no object code exists, for the sole purpose of its
own internal information processing services and computing needs and (ii) to use
Source Code Documentation in connection with the permitted use of the Source
Code and make copies for archival and back-up purposes only.

(c) Restrictions. NPT shall not itself, or through any
Subsidiary, affiliate, agent or third party: (i) sell, lease, license or
sublicense the Software, the Source Code, the Documentation or the Source Code
Documentation; (ii) decompile, disassemble, or reverse engineer the Software, in
whole or in part, except to the extent such restriction is prohibited by
applicable law; (iii) allow access to the Software or Source Code by any user
other than NPT; (iv) write or develop any derivative software or any other
software program based upon the Software or Source Code; (v) use the Software or
Source Code to provide processing services to third parties, or (vi) otherwise
use the Software or Source Code on a "service bureau" basis; or provide,
disclose, divulge or make available to, or permit use of the Software or Source
Code by any third party without Schlumberger's prior written consent.

(d) Confidentiality. The Source Code and Source Code
Documentation are hereby deemed "Confidential Information" and subject to the
terms and procedures of the Master Confidential Disclosure Agreement. The period
of disclosure shall be one year from the Effective Date of this Agreement or
until the termination of Services in which such Software is used (whichever is
later), and the period of confidentiality shall be perpetual.

(e) Trademarks. Neither party is granted any ownership in or
license to the trademarks, marks or trade names (collectively, "Marks") of the
other party with respect to the licensed Software.

(f) Ownership. Schlumberger hereby reserves all rights to the
Software, Source Code and Documentation, and any copyrights, patents, trade
secrets, trademarks or other intellectual property rights embodied therein or
used in connection therewith, except for the rights expressly granted herein.

(g) Copyright Notices. NPT agrees that it will not remove any
copyright notices, proprietary markings, trademarks or trade names from the
Software, Source Code, Documentation, or Source Code Documentation.

(h) Technical Assistance And Training. Schlumberger agrees to
provide technical assistance and training to NPT personnel only if such
assistance is set forth in the relevant Transition Service Schedule.

Section 11.4 As-Is Warranty. As-Is Warranty. THE SOFTWARE AND SOURCE
CODE PROVIDED HEREUNDER IS LICENSED ON AN "AS-IS" BASIS ONLY, WITHOUT ANY
EXPRESS WARRANTIES OF ANY KIND.

Implied Warranty Disclaimer. SCHLUMBERGER MAKES NO WARRANTIES
WHATSOEVER, EITHER EXPRESS OR IMPLIED, REGARDING THE SOFTWARE OR SOURCE CODE
(INCLUDING DOCUMENTATION AND SOURCE CODE DOCUMENTATION), ITS MERCHANTABILITY OR
ITS FITNESS FOR ANY PARTICULAR PURPOSE. NPT ACKNOWLEDGES THAT IT IS SOLELY
RESPONSIBLE FOR ANY RESULTS OBTAINED FROM THE USE OF THE SOFTWARE OR SOURCE CODE
(INCLUDING DOCUMENTATION AND SOURCE CODE DOCUMENTATION) AND NPT HEREBY
IRREVOCABLY WAIVES ANY CLAIMS IT MAY HAVE OR LATER MAY HAVE AGAINST THE
SCHLUMBERGER GROUP IN CONNECTION WITH SUCH USE AND RESULTS.

Section 11.5 Miscellaneous. No Obligations. NEITHER PARTY ASSUMES ANY
RESPONSIBILITY OR OBLIGATIONS WHATEVER, OTHER THAN THE RESPONSIBILITIES AND
OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT OR A SEPARATE WRITTEN
AGREEMENT BETWEEN THE PARTIES

Non-Restrictive Relationship. Nothing in this Agreement will be
construed to preclude NPT from independently developing, acquiring or marketing
computer software packages which may perform the same or similar functions as
the Software provided by Schlumberger.

ARTICLE XII

INFRINGEMENT DEFENSE

(a) Notwithstanding anything to the contrary in Article XIII
below or the Master Confidential Disclosure Agreement, Schlumberger agrees to
defend NPT and its directors, officers, employees and agents against any and all
claims, actions or suits (any of the

foregoing, a "Claim") incurred by or asserted against NPT based upon
infringement of a third party patent or other intellectual property right in
connection with the delivery or use of any Software or Service delivered by
Schlumberger hereunder. NPT agrees to notify Schlumberger promptly of any Claim
and permit Schlumberger at Schlumberger's expense to defend such Claim and will
cooperate in the defense thereof. Schlumberger agrees to pay any awards or
settlement amounts arising from a Claim. Neither Schlumberger nor NPT will enter
into or permit any settlement of any such Claim without the express written
consent of the other party. NPT may, at its option and expense, have its own
counsel participate in any proceeding that is under the direction of
Schlumberger and will cooperate with Schlumberger and its insurer in the
disposition of any such matter.

(b) Should any Software or Service delivered hereunder become, or in
Schlumberger's opinion be likely to become, the subject of a claim of
infringement or the like under such patent or copyright laws, NPT shall permit
Schlumberger, at Schlumberger's option, to either: (a) procure for NPT the right
to continue using the Software or Service; (b) replace or modify the Software or
Service so that it becomes non-infringing (provided the same level of
functionality is maintained); or (c) accept the return of the Software and
cancel NPT's future payment obligations (if any) with respect to its use of the
returned Software. If the infringing Software is leased or rented to NPT, or is
a Service subject to a service agreement, Schlumberger may terminate the lease
or rental or service agreement and NPT's sole remedy in such case shall be the
return by Schlumberger of any payments made by NPT for periods after such
termination.

(c) Schlumberger shall have no liability or obligation to NPT under
this Article XII for any patent or copyright infringement or claim thereof based
upon: (i) Schlumberger's compliance with NPT's specifications, where such
specifications require Schlumberger to modify the Software or Service; (ii) the
combination of the Software or Service with other items or services not
furnished or approved in writing by Schlumberger; (iii) any unauthorized
addition to or modification of the Software, or alteration of the Services at
the request of NPT; or (iv) any use of the Software in the performance of a
method or process (practice of a process), except where such practice is solely
completed by or within the Software. NPT shall defend and hold Schlumberger
harmless against any expense, judgment or loss for alleged infringement of any
patent, copyright or other proprietary right which results from a claim based
upon (i), (ii), (iii), or (iv).

ARTICLE XIII

CONFIDENTIALITY

The terms of the Master Confidential Disclosure Agreement between the
parties shall apply to any Confidential Information (as defined therein) that is
the subject matter of this Agreement.

ARTICLE XIV

LIMITATION OF LIABILITY

The terms of the provisions entitled "Limitation of Liability" in the
Master Separation and Sales Agreement shall apply to any liabilities or damages
incurred by the parties by reason of any breach of this Agreement or the
activities of the parties hereunder.

ARTICLE XV

FORCE MAJEURE

Each party will be excused for any failure or delay in performing any
of its obligations under this Agreement, other than the obligations of NPT to
make certain payments to Schlumberger pursuant to Article V hereof for services
rendered, if such failure or delay is caused by Force Majeure. "Force Majeure"
means any act of God or the public enemy, any accident, explosion, fire, storm,
earthquake, flood, or any other circumstance or event beyond the reasonable
control of the party relying upon such circumstance or event.

ARTICLE XVI

DISPUTE RESOLUTION

The terms of the provisions entitled "Dispute Resolution" in the
Master Separation and Sale Agreement shall apply to any claims or controversies
or disputes arising hereunder among the parties to this Agreement.

ARTICLE XVII

MISCELLANEOUS

Section 16.1 Entire Agreement. This Agreement, the Master Separation
and Sale Agreement and the other Ancillary Agreements, the Exhibits and
Schedules referenced or attached hereto and thereto, and the agreements executed
in connection with the Prior Transfers constitute the entire agreement between
the parties with respect to the subject matter hereof and thereof and shall
supersede all prior written and oral and all contemporaneous oral agreements and
understandings with respect to the subject matter hereof and thereof.

Section 16.2 Governing Law. This Agreement shall be construed in
accordance with and all Disputes hereunder shall be governed by the laws of the
State of Delaware, excluding its conflict of law rules and the United Nations
Convention on Contracts for the International Sale of Goods.

Section 16.3 Descriptive Headings. The headings contained in this
Agreement, in any Exhibit or Schedule hereto and in the table of contents to
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. Any capitalized term used in
any Exhibit or Schedule but not otherwise defined therein, shall have the
meaning assigned to such term in this Agreement. When a reference is made in
this Agreement to an Article or a Section, Exhibit or Schedule, such reference
shall be to an Article or Section of, or an Exhibit or Schedule to, this
Agreement unless otherwise indicated.

Section 16.4 Notices. Notices, offers, requests, or other communications
required or permitted to be given by either party pursuant to the terms of this
Agreement shall be given in writing to the respective parties to the following
addresses:

if to STI:

Schlumberger Technologies, Inc.
[To Come]
Attention: [__________]
Telephone: [__________]
Facsimile: [__________]
if to SBV:

Schlumberger BV
[To Come]
Attention: [__________]
Telephone: [__________]
Facsimile: [__________]
if to STC:

Schlumberger Technology Corporation
[To Come]
Attention: [__________]
Telephone: [__________]
Facsimile: [__________]
if to NPT:

NPTest, Inc.
[To Come]
Attention: General Counsel
Telephone: [__________]
Facsimile: [__________]

or to such other address as the party to whom notice is given may have
previously furnished to the other in writing as provided herein. Any notice
involving non-performance, termination, or renewal shall be sent by hand
delivery, recognized overnight courier or, within the United States, may also be
sent via certified mail, return receipt requested. All other notices may also be
sent by fax, confirmed by first class mail. All notices shall be deemed to have
been given and received on the earlier of actual delivery or three (3) days from
the date of postmark.

Section 16.5 Counterparts. This Agreement, and the Schedules hereto, may be
executed in counterparts, each of which shall be deemed to be an original but
all of which shall constitute one and the same agreement.

Section 16.6 Binding Effect; Assignment. No party may, directly or
indirectly, in whole or in part, whether by operation of law or otherwise,
assign or transfer this Agreement, without the other parties' prior written
consent, and any attempted assignment, transfer or delegation without such prior
written consent shall be voidable at the sole option of such other parties.
Notwithstanding the foregoing, each party (or its permitted successive assignees
or transferees hereunder) may assign or transfer this Agreement as a whole
without consent to an entity that succeeds to all or substantially all of the
business or assets of such party. Without limiting the foregoing, this Agreement
will be binding upon and inure to the benefit of the parties and their permitted
successors and assigns.

Section 16.7 Severability. If any term or other provision of this
Agreement is determined by a court, administrative agency or arbitrator 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 will nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated is not affected in any manner materially adverse
to any party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 16.8 Failure Or Indulgence Not Waiver; Remedies Cumulative. No
failure or delay on the part of either party hereto in the exercise of any right
hereunder shall impair such right or be construed to be a waiver of, or
acquiescence in, any breach of any representation, warranty or agreement herein,
nor shall any single or partial exercise of any such right preclude other or
further exercise thereof or of any other right.

Section 16.9 Amendment. No change or amendment will be made to this
Agreement or the Schedules attached hereto except by an instrument in writing
signed on behalf of each of the parties to such agreement.

Section 16.10 Authority.Each of the parties hereto represents to the other
that (a) it has the corporate or other requisite power and authority to execute,
deliver and perform this Agreement, (b) the execution, delivery and performance
of this Agreement by it have been duly authorized by all necessary corporate or
other actions, (c) it has duly and validly executed and delivered this
Agreement, and (d) this Agreement is a legal, valid and binding obligation,
enforceable against it in accordance with its terms subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and general equity principles.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in duplicate originals by its duly authorized representatives.

Schlumberger Technologies, Inc. NPTest, Inc.

By:____________________________ By:________________________
Name: Name:
Title: Title:

Schlumberger BV

By:____________________________
Name:
Title:

Schlumberger Technology Corporation

By:____________________________
Name:
Title:

TRANSITION SERVICE SCHEDULE TO
MASTER TRANSITIONAL SERVICES AGREEMENT

1. Transition Service Schedule #: [__________] (To be inserted by responsible
individual or department.)

2. Functional Area: [__________]

3. Start/End Date: The Services start on the Separation Date of the Master
Transitional Services Agreement between [Schlumberger ____(legal entity
name)] ("Schlumberger") and NPTest, Inc. ("NPT") to which this Transition
Service Schedule is attached and end on [__________], 2002 unless otherwise
indicated below.

Indicate below if other start/end date:

Start Date: ___________________________
End Date: ___________________________

If Start and End dates vary by service and/or country, please indicate in
Section 5 below.

4. Summary of Services (Describe the service to be provided in appropriate
detail.

5. List of services to be provided per country and site: (List all the
services to be provided at each site. Enter Start Date and End Date if
different than Section 3 above.)

Country Site Service(s) Start Date End Date
------------------ ------------- ---------------- --------------- -----------

6. Performance parameters/Service level: (State minimum performance expected
from each service, if applicable.):

7. Estimated Total Compensation: ____________________________

8. Describe cost methodology and cost drivers affecting Estimated Total
Compensation (Describe on an individual service basis if necessary):

9. Describe the process by which the cost of services will be adjusted in the
instance of an increase/reduction in the services provided: (Describe on an
individual service basis if necessary.)

10. Software: Will software be used or included with the Services to be
provided under this Transition Service Schedule: ____ Yes ____ No

If yes, will source code be provided: ____ Yes ____ No

List software to be provided:

Software Application Number of Licenses to be Provided
------------------------------------- -------------------------------------

_____________________________________ _____________________________________

Upon execution of this Transition Service Schedule by both parties, this
Transition Service Schedule is hereby deemed incorporated into and made part of
that certain Master Transitional Services Agreement between Schlumberger and
NPT.

[Schlumberger Limited] NPTest, Inc.

By: ________________________________ By: _______________________________
(Authorized Signature) (Authorized Signature)

Date: Date:
Name: Name:
Title: Title:

Exhibit 10.8 Master Transitional Services Agreement

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