<PAGE>
                                                                     EXHIBIT 4.3


                             NATIONAL-OILWELL, INC.,

                             A DELAWARE CORPORATION





                                   ----------

                          REGISTRATION RIGHTS AGREEMENT

                                January 15, 2003

                                   ----------



[Registration Rights Agreement]

<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                            <C>

SECTION 1.   CERTAIN DEFINITIONS..................................................................................1

SECTION 2.   REGISTRATION RIGHTS..................................................................................3

         2.1.     SHELF REGISTRATION..............................................................................3
         2.2      DEMAND REGISTRATION.............................................................................3
         2.3.     LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS...................................................5
         2.4.     EXPENSES OF REGISTRATION........................................................................6
         2.5.     REGISTRATION PROCEDURES.........................................................................6
         2.6.     INDEMNIFICATION.................................................................................8
         2.7.     CERTAIN AGREEMENTS OF HOLDERS..................................................................10
         2.8.     RULE 144 REPORTING.............................................................................11
         2.9.     TRANSFER OF REGISTRATION RIGHTS................................................................12
         2.10.    TERMINATION OF REGISTRATION RIGHTS.............................................................12

SECTION 3.   MISCELLANEOUS.......................................................................................12

         3.1.     GOVERNING LAW..................................................................................12
         3.2.     SUCCESSOR AND ASSIGNS..........................................................................13
         3.3.     ENTIRE AGREEMENT; AMENDMENT....................................................................13
         3.4.     NOTICES, ETC...................................................................................13
         3.5.     DELAYS OR OMISSIONS............................................................................13
         3.6.     SEVERABILITY...................................................................................14
         3.7.     TITLES AND SUBTITLES...........................................................................14
         3.8.     GENDER.........................................................................................14
         3.9.     COUNTERPARTS...................................................................................14
</Table>


[Registration Rights Agreement]

<PAGE>

                                             THIS REGISTRATION RIGHTS AGREEMENT
                                    ("Agreement") is entered into as of the 15th
                                    day of January, 2003 by and between
                                    NATIONAL-OILWELL, INC., a Delaware
                                    corporation (the "Company"), and HALLIBURTON
                                    ENERGY SERVICES, INC., a Delaware
                                    corporation ("HES").

                                    Recitals

                  The Company is entering into two Purchase Agreements (the
"Stock Purchase Agreements") dated as of the date hereof, with HES pursuant to
which the Company is issuing to HES 3,200,000 shares of Common Stock (as defined
below) as partial consideration for the purchase of all of the outstanding
capital stock of Monoflo Inc. and Mono Group. In order to induce HES to enter
into the Stock Purchase Agreements, the Company wishes to grant registration
rights to HES as more fully set forth herein.

                  NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, the parties hereby agree as follows:

         Section 1. Certain Definitions.

                  As used in this Agreement, the following terms shall have the
following respective meanings:

                  "Closing Date" shall mean the date on which shares of Common
Stock are issued to HES pursuant to the Stock Purchase Agreements.

                  "Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

                  "Common Stock" shall mean the common stock of the Company, par
value $.01 per share, and any other securities issued in respect of Common Stock
upon any stock split, stock dividend, recapitalization, merger, consolidation,
share exchange or similar event.

                  "Demand Registration" has the meaning set forth in Section
2.2(a).

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

                  "Holder" shall mean HES and any Person holding Registrable
Securities to whom the rights under this Agreement have been transferred in
accordance with Section 2.9 hereof.

                  "NYSE" shall mean the New York Stock Exchange.


[Registration Rights Agreement]

<PAGE>

                  "Person" means any individual, any foreign or domestic
corporation, general partnership, limited partnership, limited liability
company, firm, joint venture, association, individual retirement account, joint
stock company, trust, estate, unincorporated organization, governmental or
regulatory body or other entity.

                  "Registrable Securities" shall mean the shares of Common Stock
of the Company issued to HES pursuant to the Stock Purchase Agreements;
provided, however, that such securities shall be treated as Registrable
Securities only if and only for so long as they are held by a Holder, and (i)
they have not been sold or disposed of pursuant to a registration statement
declared effective by the Commission, so that all transfer restrictions and
restrictive legends with respect thereto are removed upon the consummation of
such sale, or (ii) they have not been sold in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act, so that
all transfer restrictions and restrictive legends with respect thereto are
removed upon the consummation of such sale, or (iii) the registration rights as
to the Holder of such Registrable Securities have not expired pursuant to
Section 2.10.

                  The terms "register," "registered" and "registration" refer to
a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.

                  "Registration Expenses" shall mean all expenses incurred by
the Company in complying with Section 2.1 or 2.2 hereof, including, without
limitation, all registration, qualification and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, blue sky fees
and expenses, the fees and expenses incurred in connection with the listing of
the securities to be registered on each securities exchange or national market
on which similar securities issued by the Company are then listed or quoted, the
expense of any special audits incident to or required by any such registration
(but excluding the compensation of regular employees of the Company which shall
be paid in any event by the Company), all transfer taxes, the reasonable fees
and disbursements of one counsel for the Selling Holders incurred in connection
with any Demand Registration hereunder (but shall not include any underwriting
discounts, commissions or fees, including Underwriters' counsel fees and
expenses, attributable to the sale of the Registrable Securities) and any
reasonable out-of-pocket expenses of the Selling Holders or the agents who
manage their accounts.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect at the
time.

                  "Selling Holder" means a Holder who is selling Registrable
Securities pursuant to a registration statement.

                  "Shelf Registration" has the meaning set forth in Section
2.1(a) of this Agreement.



                                       2
<PAGE>

         Section 2. Registration Rights.

         2.1 Shelf Registration.

                  (a) The Company will prepare and file with the Commission, not
later than the 5th business day following the Closing Date, a registration
statement on Form S-3 for a public offering of shares of the Registrable
Securities from time to time in one or more transactions on the NYSE pursuant to
and in accordance with the applicable rules of the NYSE, in block transactions
on the NYSE pursuant to and in accordance with the applicable rules of the NYSE,
in negotiated transactions or in a combination of any methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices (a "Shelf Registration"). Such Shelf
Registration will contain a plan of distribution acceptable to the Selling
Holders.

                  (b) The Company will use its best lawful efforts to cause such
Shelf Registration to become and remain effective until all Registrable
Securities are sold. The Company will also use its best lawful efforts to take
such further actions as may be necessary (including, without limitation,
appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued under the
Securities Act and any other governmental requirements or regulations) to permit
or facilitate the sale and distribution of all of such Registrable Securities
pursuant to the plan of distribution in the Shelf Registration; provided,
however, that the Company shall not be obligated to take any action to permit or
facilitate such sale or distribution in any particular jurisdiction in which the
Company would be required to execute a general consent to service of process
unless the Company is already subject to service in such jurisdiction and except
as may be required by the Securities Act.

                  (c) The Company shall not register securities for sale for its
own account in any Shelf Registration requested pursuant to this Section 2.1
without the prior written consent of HES. The Company may not cause any other
registration of securities for sale for its own account (other than a
registration effected solely to implement an employee benefit plan or stock
option plan) to be initiated after the Closing Date prior to 90 days after the
effective date of the Shelf Registration, provided that the Company may file (i)
a registration statement on Form S-4 pursuant to the Registration Rights
Agreement dated as of November 22, 2002 by and between the Company and Merrill
Lynch, Pierce, Fenner & Smith Incorporated on or after March 5, 2003 and (ii)
any registration statement after the date on which the Shelf Registration
pursuant to this Section 2.1 is declared effective by the Commission.

         2.2 Demand Registration

                  (a) At any time after the Closing Date, if (i) the Shelf
Registration pursuant to Section 2.1 is not declared effective by the Commission
on or before the 45th day following the Closing Date or (ii) the Shelf
Registration pursuant to Section 2.1 that has been declared effective under the
Securities Act ceases at any time to be in effect under the Securities Act with
respect to such Registrable Securities prior to the time all such Registrable
Securities are sold, any Holder or Holders who collectively own at least 40% of
the outstanding Registrable



                                       3
<PAGE>

Securities may make up to two written requests for registration under the
Securities Act of all or part of its or their Registrable Securities (each, a
"Demand Registration"). In each case, such request will specify the number of
shares of Registrable Securities proposed to be sold and will also specify the
intended method of disposition thereof. Within 10 days after receipt of such
request, the Company will give written notice of such registration request to
any other Holders of Registrable Securities and include in such registration all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within 15 days after the receipt by the
applicable Holder of the Company's notice. Unless the Holder or Holders of a
majority in number of shares of the Registrable Securities to be registered in
such Demand Registration shall consent in writing, no other party, including the
Company (but excluding another Holder of a Registrable Security), shall be
permitted to offer securities under any such Demand Registration.

                  (b) The Company will, as soon as practicable and in no event
later than 30 days after receipt of such request, use its best lawful efforts to
effect such registration, qualification or compliance (including, without
limitation, appropriate qualification under applicable blue sky or other state
securities laws and appropriate compliance with applicable regulations issued
under the Securities Act and any other governmental requirements or regulations)
as may be so requested and as would permit or facilitate the sale and
distribution of all or such portion of such Registrable Securities; provided,
however, that the Company shall not be obligated to take any action to effect
any such registration, qualification or compliance pursuant to this Section 2.2
in any particular jurisdiction in which the Company would be required to execute
a general consent to service of process in effecting such registration,
qualification or compliance unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act.

                  (c) The Company will prepare and file with the Commission a
registration statement with respect to such securities and use its best lawful
efforts to cause such registration statement to become and remain effective for
a period of one hundred twenty (120) days or until the Selling Holder or Selling
Holders have completed the distribution described in the registration statement
relating thereto, whichever first occurs; provided, however, that such 120-day
period shall be extended for a period of time equal to the period the Selling
Holder refrains from selling any securities included in such registration at the
request of an underwriter of Common Stock (or other securities) of the Company.

                  (d) A registration will not count as a Demand Registration
until it has become effective.

                  (e) If the Selling Holders representing a majority of the
Registrable Securities to be registered in a Demand Registration so elect, the
offering of such Registrable Securities pursuant to such Demand Registration
shall be in the form of an underwritten offering. The Selling Holders of a
majority in number of the Registrable Securities to be included in such Demand
Registration will select a managing underwriter or underwriters to administer
the offering, which managing underwriter or underwriters shall be reasonably
satisfactory to the Company. The managing underwriter or underwriters shall be
deemed to be reasonably satisfactory to the Company unless the Company sends a
written notice of objection to counsel to



                                       4
<PAGE>

the Selling Holders within ten days of receipt of notice from the Selling
Holders of the appointment of a managing underwriter or underwriters. No person
may participate in any underwritten registration hereunder unless such person
(a) agrees to sell such person's securities on the basis provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and this Agreement.

                  (f) In such event, if the managing underwriter or underwriters
of such offering advise the Company and the Selling Holders in writing that in
their opinion the aggregate amount of Registrable Securities requested to be
included in such offering is sufficiently large to materially and adversely
affect the success of such offering, the Company will include in such
registration the aggregate number of Registrable Securities which in the opinion
of such managing underwriter or underwriters can be sold without any such
material adverse effect, and such amount shall be allocated pro rata among the
Selling Holders of Registrable Securities on the basis of the amount of
Registrable Securities requested to be included in such registration by each
such Selling Holder.

                  (g) If, after a prior Demand Registration has been consummated
pursuant to the terms of this Agreement, the Company shall have received a
notice for a Demand Registration, whether or not a registration statement with
respect thereto has been filed or has become effective, and the Company
furnishes to the Selling Holders a copy of a resolution of the Board of
Directors of the Company certified by the Secretary of the Company stating that
in the good faith judgment of the Board of Directors it would be materially
detrimental to the Company and its stockholders for such registration statement
(i) to be filed on or before the date such filing would otherwise be required
hereunder, or (ii) to become effective because such action (A) would materially
interfere with a significant acquisition, corporate reorganization or other
similar transaction involving the Company, (B) would require premature
disclosure of material information that the Company has a bona fide business
purpose for preserving as confidential, or (C) the Company is unable to comply
with requirements of the Commission, the Company shall have the right, but not
more than once with respect to any notice for a Demand Registration, to defer
such filing or effectiveness for such period as may be reasonably necessary
(which period shall not, in any event, exceed 90 days from the date of the
notice is received by the Company).

         2.3. Limitations on Subsequent Registration Rights.

                  (a) The Company represents and warrants to the Purchasers that
the registration rights granted to HES hereby do not conflict with any other
registration rights granted by the Company.

                  (b) The Company shall not, after the date hereof, grant any
registration rights (1) until the earlier of (i) 90 days after a Shelf
Registration has become effective or (ii) HES or its affiliates is the Holder of
less than 1,000,000 Registrable Securities or (2) that conflict with or impair
the registration rights granted hereby.



                                       5
<PAGE>

         2.4. Expenses of Registration.

                  All Registration Expenses incurred in connection with the
registrations pursuant to Section 2.1 and Section 2.2 shall be borne by the
Company.

         2.5. Registration Procedures.

                  In the case of each registration, qualification or compliance
effected by the Company pursuant to this Agreement, the Company will keep each
Holder advised in writing as to the initiation of each registration,
qualification and compliance and as to the completion thereof. At its expense
the Company will:

                  (a) Prior to filing a registration statement or prospectus or
any amendments or supplements thereto, furnish to each Selling Holder and
counsel selected by the Selling Holders of a majority in number of shares of the
Registrable Securities covered by such registration statement copies of all such
documents proposed to be filed, which documents will be subject to the review of
such counsel;

                  (b) As soon as reasonably possible, furnish to each Selling
Holder such number of copies of such registration statement, each amendment and
supplement thereto (in each case including all exhibits thereto), the prospectus
included in such registration statement (including each preliminary prospectus)
and such other documents as such Selling Holder may reasonably request in order
to facilitate the disposition of the Registrable Securities owned by such
Selling Holder; and

                  (c) After the filing of the registration statement, promptly
notify each Selling Holder of Registrable Securities covered by such
registration statement of any stop order issued or threatened by the Commission
and take all reasonable actions required to prevent the entry of such stop order
or to remove it if entered;

                  (d) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such registration statement;

                  (e) Notify each Selling Holder of Registrable Securities
covered by such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Securities Act of the happening of
any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing, and at the request of any such Selling Holder, prepare and
furnish to such Selling Holder a reasonable number of copies of a supplement to
or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such shares, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or



                                       6
<PAGE>

necessary to make the statements therein not misleading in the light of the
circumstances then existing;

                  (f) Cause all such Registrable Securities registered pursuant
hereto to be listed on each securities exchange or quoted on a quotation system
on which similar securities issued by the Company are then listed or quoted;

                  (g) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant to such registration statement and a CUSIP number
for all such Registrable Securities, in each case not later than the effective
date of such registration;

                  (h) Use its best efforts to comply with all applicable rules
and regulations of the Commission, and make available to its securities holders,
as soon as reasonably practicable, an earnings statement covering the period of
at least 12 months, but not more than 18 months, beginning with the first month
after the effective date of the registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act;

                  (i) Enter into customary agreements (including an underwriting
agreement in customary form if such distribution is made in connection with an
underwritten offering described in Section 2.2(e) or 2.2(f)) and take such other
actions as are reasonably required in order to expedite or facilitate the
disposition of such Registrable Securities;

                  (j) Make available for inspection by any Selling Holder of
such Registrable Securities, any underwriter participating in any disposition
pursuant to such registration statement, and any attorney, accountant or other
professional retained by any such Selling Holder or underwriter (collectively,
the "Inspectors"), all financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries (collectively, the
"Records") as shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and cause the Company's and its subsidiaries'
officers, directors and employees to supply all information reasonably requested
by any such Inspector in connection with such registration statement; provided
that the Company may require the Inspectors (i) to conduct their investigation
in a manner that does not unreasonably disrupt the Company's operations and (ii)
to execute such reasonable confidentiality agreements as the Company may
reasonably determine to be advisable; and

                  (k) If requested by Selling Holders of at least 50% of the
Registrable Securities that are being registered in an underwritten
registration, furnish to each prospective Selling Holder a signed counterpart of
a "comfort" letter signed by the independent public accountants who have
certified the Company's financial statements included in the registration
statement, covering substantially the same matters with respect to the
registration statement (and the prospectus included therein) and with respect to
events subsequent to the date of the financial statements, as are customarily
covered (at the time of such registration and closing) in "comfort" letters
delivered to the underwriters in underwritten public offerings of securities.



                                       7
<PAGE>

         2.6. Indemnification.

                  (a) In the event of a registration of any Registrable
Securities under the Securities Act pursuant to this Agreement, to the extent
permitted by law, the Company will indemnify each Selling Holder, each of its
officers and directors, partners and representatives and each Person controlling
such Selling Holder within the meaning of Section 15 of the Securities Act, with
respect to which registration, qualification or compliance has been effected
pursuant to this Agreement, and each underwriter, if any, and each Person who
controls any underwriter within the meaning of Section 15 of the Securities Act,
against all expenses, claims, losses, damages or liabilities, including any of
the foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement or prospectus, or any
amendment or supplement thereto under which such Registrable Securities were
registered under the Securities Act pursuant to this Agreement, or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein, not misleading, or
any violation by the Company of the Securities Act or any rule or regulation
promulgated under the Securities Act applicable to the Company in connection
with any such registration, pursuant to which such Registrable Securities were
registered under the Securities Act pursuant to this Agreement, and the Company
will reimburse each such Selling Holder, each of its officers and directors,
partners and representatives and each Person controlling such Selling Holder,
each such underwriter and each Person who controls any such underwriter, for any
legal and any other expenses reasonably incurred by them in connection with
investigating, preparing, settling or defending any such claim, loss, damage,
liability or action, provided that the Company will not be liable in any such
case to the extent that any such claim, loss, damage, liability, action or
expense arises out of or is based on any untrue statement or omission or alleged
untrue statement or omission, made in reliance upon and in conformity with
written information furnished to the Company by such Selling Holder, controlling
Person or underwriter and stated to be specifically for use therein.
Notwithstanding the foregoing, insofar as the foregoing indemnity relates to any
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) made in the preliminary prospectus but eliminated or remedied in the
amended prospectus on file with the Commission at the time the registration
statement becomes effective or in the final prospectus filed with the Commission
pursuant to Rule 424(b) of the Commission, the indemnity agreement herein shall
not inure to the benefit of any Selling Holder or underwriter if a copy of the
final prospectus filed pursuant to Rule 424(b) was not furnished to the Person
or entity asserting the loss, liability, claim or damage at or prior to the time
such furnishing is required by the Securities Act.

                  (b) To the extent permitted by law, each Selling Holder will,
if Registrable Securities held by such Selling Holder are included in the
securities as to which such registration, qualification or compliance is being
effected, indemnify the Company, each of its directors, officers and
representatives, each underwriter, if any, of the Company's securities covered
by such a registration statement, each Person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, and each
other such Selling Holder, each of its officers and directors and each Person
controlling such Selling Holder within the meaning of Section 15 of the
Securities Act, against all expenses, claims, losses, damages or liabilities
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact



                                       8
<PAGE>

contained in any such registration statement or prospectus, or any amendment or
supplement thereto, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company, such Selling Holders,
such directors, officers, representatives, Persons, underwriters or control
Persons for any legal or any other expenses reasonably incurred in connection
with investigating or defending any such expense, claim, loss, damage, liability
or action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement or prospectus, or any amendment or
supplement thereto, in reliance upon and in conformity with written information
furnished to the Company by such Selling Holder and stated to be specifically
for use therein. Notwithstanding the foregoing, the liability of each Selling
Holder under this subsection (b) shall be limited in an amount equal to the net
proceeds from the sale of the Registrable Securities sold by such Selling
Holder. In addition, insofar as the foregoing indemnity relates to any such
untrue statement (or alleged untrue statement) or omission (or alleged omission)
made in the preliminary prospectus but eliminated or remedied in the amended
prospectus on file with the Commission at the time the registration statement
becomes effective or in the final prospectus filed pursuant to Rule 424(b) of
the Commission, the indemnity agreement herein shall not inure to the benefit of
the Company, any underwriter or (if there is no underwriter) any Selling Holder
if a copy of the final prospectus filed pursuant to Rule 424(b) was not
furnished to the Person or entity asserting the loss, liability, claim or damage
at or prior to the time such furnishing is required by the Securities Act.

                  (c) Each party entitled to indemnification under this Section
2.6 (the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Agreement unless the failure to
give such notice is materially prejudicial to an Indemnifying Party's ability to
defend such action and provided further, that the Indemnifying Party shall not
assume the defense for matters as to which there is a conflict of interest or
separate and different defenses. No Indemnifying Party, in the defense of any
such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation. No Indemnified Party shall consent to entry of any
judgment or enter into any settlement without the consent of each Indemnifying
Party (which consent shall not be unreasonably withheld). Each Indemnified Party
shall furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with defense of such claim and litigation resulting
therefrom.



                                       9
<PAGE>

                  (d) If the indemnification provided for in this Section 2.6 is
held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any losses, claims, damages, expenses or liabilities
referred to therein, then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages, expenses or
liabilities in such proportion as is appropriate to reflect the relative fault
of the Company on the one hand and each Selling Holder offering securities in
the offering on the other in connection with the statements or omissions which
resulted in such losses, claims, damages, expenses or liabilities, as well as
any other relevant equitable considerations. The relative fault of the Company
on the one hand and each Selling Holder on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by a Selling Holder and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Selling
Holders agree that it would not be just and equitable if contribution pursuant
to this Section 2.6(d) were based solely upon the number of entities from whom
contribution was requested or by any other method of allocation which does not
take account of the equitable considerations referred to above in this Section
2.6(d). The amount paid or payable by an Indemnified Party as a result of the
losses, claims, damages, expenses and liabilities referred to above in this
Section 2.6(d) shall be deemed to include any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending
any such action or claim, subject to the provisions of Section 2.6(c) hereof.
Notwithstanding the provisions of this Section 2.6(d), no Selling Holder shall
be required to contribute any amount or make any other payments under this
Agreement which in the aggregate exceed the proceeds received by such Selling
Holder. No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.

                  (e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in any underwriting
agreement entered into in connection with an underwritten public offering are in
conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.

         2.7. Certain Agreements of Holders.

                  (a) The Selling Holder(s) included in any registration shall
furnish to the Company such information regarding such Selling Holder(s), the
Registrable Securities and the distribution proposed by such Selling Holder(s),
as shall be reasonably required in connection with any registration,
qualification or compliance referred to in Section 2.

                  (b) The failure of any Selling Holder(s) to be included in a
registration to furnish the information requested pursuant to Section 2.7(a)
shall not affect the obligation of the Company under Section 2 to the remaining
Selling Holder(s) who furnish such information unless, in the reasonable opinion
of counsel to the Company or the underwriters, such failure impairs or may
impair the legality of the registration statement or the underlying offering.



                                       10
<PAGE>

                  (c) Each Selling Holder agrees that, upon receipt of any
notice from the Company of the happening of any event requiring the preparation
of a supplement or amendment to a prospectus relating to Registrable Securities
so that, as thereafter delivered to such Selling Holder, such prospectus will
not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing, each Selling
Holder will forthwith discontinue disposition of Registrable Securities pursuant
to the registration statements contemplated by this Agreement until its receipt
of copies of the supplemented or amended prospectus from the Company and, if so
directed by the Company, each Selling Holder shall deliver to the Company all
copies, other than permanent file copies then in such Selling Holder's
possession, of the prospectus covering such Registrable Securities that is
current at the time of receipt of such notice.

                  (d) Each Selling Holder agrees to notify the Company, at any
time when a prospectus relating to the registration statement contemplated by
this Agreement is required to be delivered by it under the Act, of the
occurrence of any event relating to such Selling Holder which requires the
preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of Registrable Securities, such
prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing relating to such Selling Holder, and such Selling Holder shall promptly
make available to the Company information necessary to enable the Company to
prepare any such supplement or amendment. Each Selling Holder agrees not to take
any action with respect to any distribution deemed to be made pursuant to such
registration statement that conflicts with the plan of distribution contained in
such registration statement or constitutes a violation of Section 10(b) under
the Exchange Act or any other applicable rule, regulation or law.

                  (e) Each Selling Holder acknowledges and agrees that in the
event of sales under a shelf registration statement pursuant to this Agreement,
(1) the Registrable Securities sold pursuant to such registration statement are
not transferable on the books of the Company unless the share certificate
submitted to the transfer agent evidencing such Registrable Securities is
accompanied by a certificate reasonably satisfactory to the Company to the
effect that (A) the Registrable Securities have been sold in accordance with
such registration statement and (B) the requirement of delivering a current
prospectus has been satisfied.

         2.8. Rule 144 Reporting.

                  With a view to making available the benefits of certain rules
and regulations of the Commission which may at any time permit the sale of the
Restricted Securities to the public without registration, the Company agrees to
use its best lawful efforts to:

                  (a) Make and keep public information regarding the Company
available, as those terms are understood and defined in Rule 144 under the
Securities Act, at all times from and after the Closing Date.



                                       11
<PAGE>

                  (b) File with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Exchange Act;

                  (c) So long as a Holder owns any Restricted Securities,
furnish to such Holder forthwith upon request a written statement by the Company
as to its compliance with the reporting requirements of said Rule 144, and of
the Securities Act and the Exchange Act, a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents of the
Company and other information in the possession of or reasonably obtainable by
the Company as a Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing such Holder to sell any such securities
without registration.

         2.9. Transfer of Registration Rights.

                  The rights granted to a Holder under Section 2 may be assigned
to a transferee or assignee in connection with any transfer or assignment of
Registrable Securities by a Holder provided that: (i) such transfer is effected
in accordance with applicable securities laws, (ii) such assignee or transferee
acquires at least the lesser of (a) one-half of the number of Registrable
Securities originally held by the Holder that owned such Registrable Securities
on the date hereof and (b) Registrable Securities consisting of 300,000 shares
of Common Stock (subject to appropriate adjustment for any stock splits,
dividends, subdivisions, combinations, recapitalizations and the like), (iii)
the Holder notifies the Company in writing of the transfer or assignment,
stating the name and the address of the transferee or assignee and identifying
the Registrable Securities with respect to which such registration rights are
being transferred or assigned, and (iv) the assignee or transferee agrees in
writing to be bound by the provisions of this Agreement.

         2.10. Termination of Registration Rights.

                  The registration rights granted pursuant to this Agreement
shall terminate as to any Holder at such time as such Holder may sell under Rule
144(k) all Registrable Securities then held by such Holder.

         Section 3. Miscellaneous.

         3.1. GOVERNING LAW.

                  THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS
OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF
LAWS EXCEPT TO THE EXTENT THAT THE NEW YORK CONFLICTS OF LAWS PRINCIPLES WOULD
APPLY THE APPLICABLE LAWS OF THE STATE OF DELAWARE TO INTERNAL MATTERS RELATING
TO CORPORATIONS THEREUNDER).



                                       12
<PAGE>

         3.2. Successor and Assigns.

                  Except as otherwise provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon, the successors, assigns,
heirs, executors and administrators of the parties hereto.

         3.3. Entire Agreement; Amendment.

                  This Agreement constitutes the full and entire understanding
and agreement between the parties with regard to the subject hereof and
supersedes all prior agreements regarding registration rights between the
Company and HES. Except as expressly provided herein, neither this Agreement nor
any term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought; provided, however, that
any provisions hereof may be amended, waived, discharged or terminated upon the
written consent of the Company and the Holders representing at least a majority
of the then outstanding Registrable Securities; and provided further, that any
such amendment, waiver, discharge or termination that would adversely affect in
any material respect the rights hereunder of any Holder, in its capacity as
such, without similarly affecting the rights hereunder of all of the Holders may
not be made without the prior written consent of such adversely affected Holder.

         3.4. Notices

                  All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, or otherwise delivered by hand or by messenger, including
Federal Express or similar overnight courier service, or by facsimile
transmission addressed (a) if to HES, to Halliburton Energy Services, Inc.,
10002 Bellaire Boulevard, Houston, Texas 77072, Attn: General Counsel; telefax
number (281) 575-5499, or at such other address as HES shall have furnished to
the Company in writing, or (b) if to the Company, to National-Oilwell, Inc.,
10000 Richmond Avenue, Houston, Texas 77042, Attn: Dwight W. Rettig, General
Counsel; telefax number (713) 346-7995, or at such other address as the Company
shall have furnished to HES.

                  Each such notice or other communication shall for all purposes
of this Agreement be treated as effective or having been given when delivered if
delivered personally, or, if sent by mail, at the earlier of its receipt or five
days after the same has been deposited in a regularly maintained receptacle for
the deposit of the United States mail, addressed and mailed as aforesaid, or, if
sent by courier, on the next business day following the day of dispatch or sent
by facsimile transmission, on the date of such transmission if confirmation of
such transmission is received.

         3.5. Delays or Omissions.

                  Except as expressly provided herein, no delay or omission to
exercise any right, power or remedy accruing to any party upon any breach or
default of another party under this Agreement shall impair any such right, power
or remedy of such party that is not in breach or



                                       13
<PAGE>

default nor shall it be construed to be a waiver of any such breach or default,
or an acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part
of any party of any provisions or conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement or by law or otherwise
afforded to any party, shall be cumulative and not alternative.

         3.6. Severability.

                  In the event that any provision of this Agreement becomes or
is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision; provided that no such severability shall be effective if it
materially changes the economic benefit of this Agreement to any party.

         3.7. Titles and Subtitles.

                  The titles and subtitles used in this Agreement are used for
convenience only and are not considered in construing or interpreting this
Agreement.

         3.8. Gender.

                  As used herein, masculine pronouns shall include the feminine
and neuter, neuter pronouns shall include the masculine and the feminine.

         3.9. Counterparts.

                  This Agreement may be executed in any number of counterparts,
each of which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one instrument.



                                       14
<PAGE>

                  IN WITNESS WHEREOF, the undersigned or each of their
respective duly authorized officers or representatives have executed this
Agreement effective upon the date first set forth above.



                                    "COMPANY"

                                    NATIONAL-OILWELL, INC.


                                    By: /s/ Steven W. Krablin
                                        ----------------------------------------
                                        Name: Steven W. Krablin
                                        Title: Vice President and Chief
                                        Financial Officer



                                    "HES"


                                    HALLIBURTON ENERGY SERVICES, INC.



                                    By:    /s/ Mike Weberpal
                                        ----------------------------------------
                                    Name:  Mike Weberpal
                                    Title: Attorney in Fact





[Registration Rights Agreement]