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                                                                    EXHIBIT 10.1


                                LICENCE AGREEMENT


This Licence Agreement ("Agreement"), effective as of 28 February 2002
("Effective Date") and dated 1 March 2002 ("the Execution Date") as amended
April 29, 2002 is made between SHELL TECHNOLOGY VENTURES INC. ("SHELL"),
WEATHERFORD/LAMB, INC. ("the Company") and WEATHERFORD INTERNATIONAL, INC.
("Weatherford") (individually a "Party" and together the "Parties").

WHEREAS, SHELL and its Affiliates have certain Intellectual Property Rights to
Expanded Tube Technology which may be utilized in various commercial
applications, including, without limitation, the Field of Use; and

WHEREAS SHELL and its Affiliates have certain information relating to Expanded
Tube Technology; and

WHEREAS the Company wishes to be granted a right and licence for the use of
certain of the aforementioned Intellectual Property Rights and information
related thereto and SHELL is willing to grant such right and licence on terms
and conditions set forth herein; and

WHEREAS Weatherford (who is, at the Effective Date, the parent of the Company)
is prepared to guarantee the obligations of the Company set forth herein,

the Parties agree as follows:

1.       DEFINITIONS

         The following terms, as used in this Agreement and the Recitals to it,
will have the following meanings:

         "Affiliate" means:

         (a)      in respect of a Person other than SHELL;

                  any company or legal entity

                  (i)      which Controls either directly or indirectly such
                           Person; or



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                  (ii)     which is Controlled directly or indirectly by such
                           Person; or

                  (iii)    which is directly or indirectly Controlled by a
                           company or entity which directly or indirectly
                           Controls such Person;

                  for the purposes of this paragraph (a), "Control" and its
                  derivatives means either

                  (A)      the right to exercise 50% (fifty percent) or more of
                           the voting rights exercisable at a general meeting of
                           the shareholders (or its equivalent) of such company
                           or entity; or

                  (B)      where paragraph (A) cannot be satisfied due to legal
                           or governmental restrictions of the country in which
                           such company or entity is registered, and SHELL
                           agrees that such company or entity should be regarded
                           as an Affiliate (such agreement not to be
                           unreasonably withheld), the right to exercise a
                           number being less than 50% (fifty percent) of such
                           voting rights, provided that the Controlling party
                           exercises control of such company or entity with
                           respect to operations and management. For the
                           avoidance of doubt, it shall be reasonable for SHELL
                           to refuse to agree that such company be regarded as
                           an Affiliate if it is not reasonably satisfied that
                           such control of operations and management actually
                           exists; and

         (b)      in respect of SHELL:

                  (i)      N.V. Koninklijke Nederlandsche Petroleum Maatschappij
                           (a Dutch company), The "Shell" Transport and Trading
                           Company, p.l.c. (an English company) and any company
                           other than SHELL that is for the time being directly
                           or indirectly affiliated with the two first mentioned
                           companies or either of them.

                  For the purpose of this paragraph (i), a particular company
                  is:

                  (A)      directly affiliated with another company or companies
                           if the latter hold/holds shares carrying 50% (fifty
                           percent) or more of the votes exercisable at a
                           general meeting of shareholders (or its equivalent)
                           of the particular company; and

                  (B)      indirectly affiliated with a company or companies (in
                           this definition referred to as "the parent company or
                           companies") if a series of



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                           companies can be specified, beginning with the parent
                           company or companies and ending with the particular
                           company, so related that each company of the series,
                           except the parent company or companies, is directly
                           affiliated with one or more companies earlier in the
                           series; and

                  (ii)     any company which is managed or operated by SHELL or
                           a company as defined in (i) above and/or has a
                           service agreement with SHELL and/or a company as
                           defined in (i) above pursuant to which it pays on a
                           cost sharing basis a proportion of certain of the
                           costs of research and/or technical development
                           activities of SHELL or such other company pursuant to
                           a cost allocation arrangement, provided that any
                           company which from time to time holds a licence or
                           sub-licence in relation to the Other Commercial
                           Licence as referred to in Clause 3.1 hereof and
                           which, but for this proviso would be an Affiliate of
                           SHELL, shall for so long as the aforesaid licence
                           subsists be deemed for the purposes of this Agreement
                           not to be an Affiliate of SHELL.

         "Affiliate Sub-Licensee" means Affiliate of the Company to whom a
         sub-licence has been granted in accordance with the terms of this
         Agreement.

         "Change of Control" means:

         (a)      the acquisition by a non-Affiliate of Weatherford of 50% or
                  more of the combined voting power of the outstanding voting
                  securities of the Company (or its permitted assignee);

         (b)      the merger or consolidation of the Company with and into
                  another corporation or other entity (whether or not the
                  Company is the surviving corporation), where Weatherford or an
                  Affiliate of Weatherford does not continue to own 50% or more
                  of the combined voting power of the outstanding voting
                  securities of the surviving corporation; or

         (c)      the Company transfers all or substantially all of its assets
                  (including this licence) to a Person which is a non-Affiliate
                  of Weatherford or the Company transfers all or substantially
                  all of its assets not including this licence to a Person who
                  is a non-Affiliate of Weatherford or the Company where the
                  Company is unable to demonstrate to the reasonable
                  satisfaction of SHELL that



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                  it retains appropriate financial and commercial resources to
                  continue to meet its obligations under, and to operate, the
                  licence;

         provided that, a change of control of Weatherford shall not be deemed
         to be a "Change of Control" of the Company. For the avoidance of doubt,
         a change of control of Weatherford includes, without limitation, the
         following events:

         (i)      any "person", including a "group", as those terms are used in
                  Section 13(d)(3) of the Securities Exchange Act of 1934
                  acquires or otherwise becomes the owner of 50% or more of the
                  combined voting power of Weatherford's then outstanding voting
                  securities;

         (ii)     Weatherford is merged or consolidated with and into another
                  corporation or other entity, whether or not:

                  (A)      Weatherford is the surviving or parent corporation,

                  (B)      the stockholders of Weatherford prior to such merger
                           or consolidation continue to own 50% or more of the
                           combined voting power of the outstanding voting
                           securities of the surviving corporation,

                  (C)      the directors of the surviving corporation are
                           "continuing directors" (within the customary meaning
                           of such term), or

                  (D)      the surviving corporation is publicly traded; and

         (iii)    Weatherford transfers all or substantially all of its assets
                  as contemplated by Delaware corporate law on a consolidated
                  basis to another corporation or entity which is a less than a
                  50% owned subsidiary of Weatherford.

         "Confidential Information" means:

         (a)      any information referred to in paragraphs (a), (b) and (d) of
                  the definition of Technical Information, whether in written,
                  electronic or other physical form provided that where the same
                  is orally or visually disclosed by SHELL or any Affiliate of
                  SHELL it shall be confirmed in writing as confidential within
                  thirty (30) days of such oral or visual disclosure;



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         (b)      any information referred to in paragraphs (c) and (e) of the
                  definition of Technical Information; and

         (c)      any other technical information provided to the Company or its
                  Affiliates that should reasonably, by the nature of such
                  information or under the circumstances of its disclosure, be
                  considered of a confidential nature.

         "Documentation" means any and all written materials or electronic media
         relating to a product (whether hardware or software) or service
         including, without limitation, (i) all manuals, drawings, patterns,
         plans, specifications, tolerances, algorithms, formulas, source code,
         object code and other data whatsoever and all supplements, revisions
         and updates thereto and (ii) all programmer's notes and manuals,
         flowcharts, user manuals and all other information which assists in
         compiling, interpreting, linking, interfacing, porting, loading,
         maintaining, supporting, debugging, upgrading, updating, enhancing or
         programming software applications programs, or which otherwise describe
         and/or explain the components, structures, sequencing, organisation,
         function, performance, communications and/or operation of such software
         application programs.

         "Enventure" means Enventure Global Technology LLC.

         "EST" means expandable perforated (including slotted) tube
         applications, including, without limitation, applications utilized for
         wellbore drilling, completion and/or repair.

         "Expanded Tube Technology" means all technology related to or necessary
         for the expansion of tubulars as covered by any of the SHELL
         Intellectual Property.

         "Field of Use" means any application of Expanded Tube Technology in
         oil, gas and water wells (including subsea applications).

         "Framework Agreement" means the framework agreement between Shell
         Technology Ventures Limited and Weatherford dated 1 March 2002 and
         effective as of 28 February 2002.

         "Intellectual Property Rights" means all Patent Rights and any other
         intellectual property rights existing under the laws of any
         jurisdiction, including, without limitation, copyrights (whether
         registrable or not), rights under copyright applications for
         registration, rights under copyright registrations, unregistered design
         rights, rights under design rights registrations, rights under design
         rights applications, database rights, trade secrets or other similar
         property rights.



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         "Licensed Patents" means the patent applications and patents listed in
         Schedule 1, any patents claiming priority from or granted on any of the
         patent applications listed in Schedule 1, any patents and patent
         applications corresponding with any of the patent applications and
         patents listed in Schedule 1, any other patents or patent applications
         that SHELL may from time to time agree in writing in accordance with
         Clause 16 are to be added to Schedule 1; and including any divisions,
         reissues, reexaminations, continuations, continuations-in-part,
         extensions and renewals thereof.

         "Net Invoice Price" means the gross invoice price, incorporating all
         revenues accrued or received by the Company or any Affiliate
         Sub-Licensee or other Affiliate of the Company from a third Person who
         is not an Affiliate of the Company or from an Affiliate who is the end
         user thereof from the sale, lease, supply, or other disposal of
         Products and the provision of Services after deduction of any crating,
         freight, packing, transportation, insurance, prompt payment, trade or
         quantity discounts, taxes (not computed on income), duties, storage,
         Value Added Tax or any other sales tax or duty from time to time in
         force and credits for returned or defective goods, relating exclusively
         to the sale, lease, supply, other disposal or provision of the Products
         or the Services save as may be modified in accordance with Clause 5.6.

         "Patent Rights" means the rights conveyed by patents and patent
         applications including any patents which issue from such applications,
         as well as divisions, reissues, continuations and renewals thereof.

         "Payment Period" means the period of 17 years commencing on the
         Effective Date.

         "Person" means an individual, a partnership, a corporation, a limited
         liability company, an unincorporated association, a joint stock
         company, a trust, a joint venture, an unincorporated organisation, a
         governmental agency, department or instrumentality or any political
         subdivisions thereof and any other legal entity.

         "Products" means EST and STT products that (a) were directly created
         with and/or incorporate and/or otherwise are/were developed using
         Technical Information and/or (b) come within one (1) or more claims of
         or otherwise use any of the inventions coming within any of the claims
         of the Licensed Patents.

         "Promissory Note" means the promissory note in the agreed form in the
         sum of US$ 20 million due and payable on 31 December 2002 to be issued
         by Weatherford.



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         "Services" means services (a) relating to the installation of Products,
         and/or (b) using and/or otherwise developed using Technical Information
         and/or using a product or method coming within one (1) or more claims
         of or otherwise use any of the inventions coming within any of the
         claims of any of the Licensed Patents.

         "SHELL Intellectual Property" means the Licensed Patents and the
         Technical Information.

         "STT" means expandable solid tube applications, including without
         limitation, applications utilized for wellbore drilling, completion
         and/or repair

         "Technical Information" means:

         (a)      the know-how, manufacturing processes, data, test results,
                  engineering and manufacturing drawings and specifications,
                  lists of materials, sources of materials and Documentation and
                  instructions and any other information (i) contained in any of
                  the documents listed in Schedule 2 and/or (ii) accepted by the
                  Company pursuant to Clause 6.2;

         (b)      any information directly related to any inventions covered by
                  any of the Licensed Patents set out in Schedule 1 that SHELL
                  or any Affiliate of SHELL discloses to the Company or any
                  Affiliate of the Company, to the extent that the same are
                  directly related to any inventions covered by any of the
                  Licensed Patents set out in Schedule 1;

         (c)      any information received or obtained by Petroline Wireline
                  Services Limited directly or indirectly from SHELL and/or any
                  Affiliate of SHELL under the Development Agreement between
                  Shell Internationale Research Maatschappij B.V. and Petroline
                  Wireline Services Limited dated 22 February 1993;

         (d)      any information provided by SHELL or any Affiliate of SHELL in
                  connection with or as a result of the provision of technical
                  support and assistance as referred to in Clause 6.1; and

         (e)      any information disclosed by SHELL or any of its Affiliates
                  pursuant to the Memorandum of Understanding dated 31 October
                  2001 and/or the Confidentiality Agreement dated 15 November
                  2001 between Shell Technology Ventures Limited and
                  Weatherford.



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         "Warrants" means the warrants in agreed form to be issued by
         Weatherford in favour of SHELL.

         "Weatherford" means Weatherford International Inc.

         "Year" means each consecutive period of 12 months during the currency
         of this Agreement beginning on the Effective Date and each anniversary
         thereof.

2.       COMMENCEMENT, DURATION AND SURVIVAL

2.1      This Agreement shall commence on the Effective Date.

2.2      Termination or cancellation of this Agreement will not terminate any
         obligation with respect to any amounts due and owing to the other Party
         but unpaid or unsatisfied, including, without limitation amounts due
         and owing under the obligation to pay royalties. Notwithstanding
         termination or cancellation of this Agreement, the Parties may assert
         their accrued rights to indemnification pursuant to Clause 10. The
         provisions in Clause 6: Confidential Information/Publicity, Clause 7:
         Limitation of Liability/Indemnity/Warranties, Clause 10:
         Indemnification, Clause 13: Law and Jurisdiction, in addition to the
         provisions of this Clause 2, will survive any termination of this
         Agreement.

2.3      The Parties hereby agree to arrange for their respective Affiliates,
         Shell Research Limited and Petroline Wireline Services Limited to
         terminate the licence agreement between the latter two companies with
         effective date 15 April 1996 with effect from the Effective Date.

3.       INTELLECTUAL PROPERTY

3.1      SHELL hereby grants to the Company a world-wide, perpetual,
         royalty-bearing, non-exclusive, non-sub-licensable and non-transferable
         (except as permitted in Clause 14) licence to use the SHELL
         Intellectual Property, to manufacture, and have manufactured, use and
         have used, lease and have leased, sell and have sold, dispose of and
         have disposed of on behalf of the Company Products made by or for the
         Company for use only in the Field of Use and provide and have provided
         Services to third parties only in the Field of Use and to further
         develop such Products and Services for use only in the Field of Use. It
         is understood and agreed that the licence granted under patent
         application WO 00/26,501, any patents granted thereon, any
         corresponding patent



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         applications and patents granted on such corresponding patent
         applications shall be restricted to applications whereby the device
         including the shape memory metal is arranged around a portion of the
         conduit which is expanded, and the licence granted under patent
         application WO 01/36,782, any patents granted thereon, any
         corresponding patent applications and patents granted on such
         corresponding patent applications shall not include the right to
         manufacture, sell, lease, supply or otherwise dispose of or provide the
         drill bit as covered by such patent rights. The licence shall be
         sub-licensable to Affiliates of the Company except to the extent that
         SHELL or its Affiliates are restricted from permitting any
         sub-licensing pursuant to any of the agreements listed in Schedule 3.
         The Company shall ensure that in any and all sub-licences there are
         included like obligations on the Affiliate Sub-Licensees as those on
         the Company contained in this Agreement and that all Affiliate
         Sub-Licensees duly observe and perform the same. Notwithstanding the
         fact that the licence contemplated by Clause 3.1 is described as a
         non-exclusive licence, SHELL agrees that it and its Affiliates will not
         whether acting together or separately authorise or permit, in addition
         to the Company and Affiliate Sub-Licensees, more than one third Person
         and its Affiliates to hold a licence or sub-licences in respect of the
         SHELL Intellectual Property in the Field of Use at any one (1) time
         (which Person and its Affiliates are at the Effective Date Enventure,
         Halliburton Company and their respective Affiliates) ("Other Commercial
         Licence") provided, however, that such licence or sub-licence shall not
         be sub-licenseable by such other Person and its Affiliates other than
         to other Affiliates of such Person and its Affiliates. Notwithstanding
         the foregoing provisions of this Clause 3.1, SHELL and Affiliates of
         SHELL shall remain free to (i) use and have used SHELL Intellectual
         Property within the Field of Use for their own operations only,
         consistent with their customary practice at the Effective Date provided
         that in no case shall SHELL or its Affiliates make or have made any
         Products for commercial sale, lease or other commercial disposal to a
         third Person and (ii) to provide Services to Affiliates consistent with
         this customary practice at the Effective Date.

3.2      The Company agrees that it will not obscure, deface or remove any
         legend or notice placed by SHELL or an Affiliate of SHELL on any
         tangible manifestation of SHELL Intellectual Property provided to the
         Company (including all the documents listed in Schedule 2) for the
         purpose of protecting the Intellectual Property Rights of SHELL or such
         Affiliate of SHELL in, under or to such SHELL Intellectual Property.



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3.3.     SHELL hereby undertakes for so long as the licence granted hereunder
         subsists and save as provided in Clause 3.4 not to, and to procure that
         none of its Affiliates bring proceedings against the Company or any of
         its Affiliates, permitted assigns or customers anywhere in the world
         alleging infringement of any claims or any claim of any patent directed
         to Expanded Tube Technology, and which are owned by Shell Oil Company
         or Shell Internationale Research Maatschappij B.V. and existing at or
         granted on applications published and pending at the Effective Date by
         the use of the licence in Clause 3.1 to manufacture and have
         manufactured, use and have used, lease and have leased, sell and have
         sold, dispose of and have disposed of on behalf of the Company products
         or the use of methods in each case falling within the claims of any of
         the Licensed Patents within the Field of Use.

3.4.     The undertaking in Clause 3.3 shall not in any event apply in relation
         to the patents and patent applications listed in Schedule 5, any
         patents claiming priority from or granted on any of the patent
         applications listed in Schedule 5, any patents and patent applications
         corresponding with any of the patent applications and patents listed in
         Schedule 5, and including any divisions, reissues, reexaminations,
         continuations, continuations-in-part, extensions and renewals thereof.

4.       MAINTENANCE AND PROSECUTION

4.1      SHELL agrees to treat the SHELL Intellectual Property in the same
         manner as it treats its other Intellectual Property Rights of a similar
         nature, and agrees not to abandon any patent applications and patents
         forming part of the Licensed Patents without the prior written consent
         of the Company, such consent not to be unreasonably withheld. In the
         event that SHELL wishes to abandon any such patent application or
         patent SHELL will give 30 days notice of the intended date of
         abandonment, discuss within such 30 day period with the relevant
         licensees of such patent application or patent (who at the relevant
         time are actively exploiting a licence in respect of such patent
         application or patent), the terms and conditions of an assignment for
         no additional monetary consideration, with immunity from suit in
         respect thereof being granted to SHELL and its Affiliates and assigns
         to one or more of such licensees of any such patent application or
         patent and the granting of the right, either singularly or jointly, to
         continue prosecution of and the maintenance of any such patent
         application or patent (with the licensee in question bearing the cost
         of preparation and recordal of any assignment).



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4.2      SHELL agrees to provide to the Company on an annual basis a report on
         the status of the Licensed Patents. SHELL further agrees upon the
         reasonable request of the Company to provide copies of the novelty
         search reports carried out by patent offices in the course of the
         prosecution of the Licensed Patents that have been received by SHELL or
         an Affiliate of SHELL.

4.3      The Company shall notify SHELL in writing of any suspected infringement
         by any third party of any Licensed Patent. If the Company supplies to
         SHELL evidence that reasonably demonstrates infringement by a third
         party in the Field of Use of one or more of the Licensed Patents to an
         extent so as to cause actual loss of business (including loss of
         contract) of the Company or any Affiliate of the Company ("a Third
         Party Infringement") in a particular Product or Service and SHELL has
         failed to take commercially reasonable steps either to cause the Third
         Party Infringement to cease (whether pursuant to a Court order,
         undertaking or otherwise) or, provided SHELL is entitled hereunder to
         do so, license such third party, in either case, within six (6) months
         of a written notification from the Company of such Third Party
         Infringement (such notice to contain reasonable evidence to demonstrate
         Third Party Infringement including the actual loss of business
         (including loss of contract)), then the Company will pay all royalties
         payable on sales of those Products and Services in the country in which
         the Third Party Infringement was occurring into an escrow account which
         will be established by the parties at a mutually acceptable bank on the
         terms of an escrow agreement to be agreed by the parties within 90 days
         of this Agreement. The escrow agreement shall, inter alia, provide that
         upon SHELL taking commercially reasonable steps to cause cessation of
         the Third Party Infringement SHELL will forthwith receive the royalties
         paid into the escrow account together with all interest accrued thereon
         provided that if subsequently Shell fails to take any further steps as
         may be or become commercially reasonable in respect of that Third Party
         Infringement then the Company shall be entitled to pay subsequent
         royalties into the escrow account which shall remain in such account
         until SHELL takes such further commercially reasonable steps whereupon
         SHELL will forthwith receive the royalties paid into the escrow account
         together with all interest accrued thereon (provided further that this
         proviso shall apply mutatis mutandis in relation to any and all further
         failures to take further commercially reasonable steps as aforesaid).
         For the avoidance of doubt in the event that some royalties in respect
         of sales of a particular Product or Service in a particular country are
         paid into an escrow account pursuant to this Clause, the Company is
         required to continue to pay to SHELL all other royalties due under and
         in accordance with the



                                      -11-
<PAGE>

         terms of this Agreement. SHELL shall keep the Company reasonably
         updated with respect to any steps taken by SHELL to cause the cessation
         of the Third Party Infringment or licence the third party so infringing
         the Licensed Patents as provided for in Clause 4.3.

5.       CONSIDERATION

5.1      In consideration of the licence granted hereunder the Company agrees to
         pay to SHELL the sum of One hundred and forty five million US Dollars
         (US$ 145 million).

5.2      Consideration shall be satisfied as follows:

         (a)      as to US$65 million on the Execution Date by transfer for
                  value on the Effective Date to SHELL's account at JP Morgan
                  Chase Bank, New York, ABA number 021000021, account number
                  323055907; and

         (b)      as to US$20 million by the issue of the Promissory Note on the
                  Effective Date and its delivery to SHELL on the Execution
                  Date; and

         (c)      as to US$60 million by the issue of the Warrants on the
                  Effective Date and their delivery to SHELL on the Execution
                  Date.

5.3      Subject always to Clause 5.9, the Company shall further pay to SHELL a
         royalty of 6% (six percent) of the Net Invoice Price of every sale,
         lease, supply or other disposal of Products during the Payment Period
         and/or provision of Services during the Payment Period (whether by or
         on behalf of the Company or an Affiliate Sub-Licensee or any other
         Affiliate of the Company) to a Person other than an Affiliate of the
         Company or to an Affiliate of the Company (where such Affiliate is the
         end user) whether or not there is a subsisting patent or pending patent
         application in the country in which the sale, lease, supply or other
         disposal of Products or provision of Services occurred.

5.4      The Company shall within thirty (30) days after 31 March, 30 June, 30
         September and 31 December in each Year and three (3) months after the
         end of the Payment Period send to SHELL a statement showing the
         quantity, description and value of the Products sold, leased, supplied
         or disposed of or Services provided by the Company and by its Affiliate
         Sub-Licensees and other Affiliates of the Company during the preceding
         three (3) months (or such shorter period as may be applicable) ending
         on such day and showing the amount of royalty due hereunder in respect
         of each such period. With each such statement the Company shall send a
         remittance to SHELL for the total aggregate amount of royalty shown by
         such statement to be due. The Company shall



                                      -12-
<PAGE>

         remain responsible for the payment of royalties due for Products and
         Services sold leased, supplied, otherwise disposed of or provided by
         its Affiliate Sub-Licensees.

5.5      The Company shall and shall procure that Affiliate Sub-Licensees shall
         keep proper records and books of account showing the quantity,
         description and Net Invoice Price of the Products sold, leased,
         supplied, disposed of and Services provided hereunder for a period of
         five (5) years after the date any such statement is due hereunder. Such
         records may be inspected by duly authorised in-house or independent
         representatives or agents of SHELL during normal business hours, with
         at least two (2) weeks prior written notice, and such inspections may
         occur not more frequently than once per calendar year. The Company and
         its Affiliates shall have the right to exclude from any such inspection
         any and all confidential information that is not directly related to
         the payment of royalties under this Agreement.

5.6      The gross invoice price as used in the definition of Net Invoice Price
         for the purpose of determining any royalty payable to SHELL hereunder
         in respect of any sale, lease or other disposal of Products or
         provision of Services shall be based on a fair arm's length value of
         the Products and Services such that the effect of the sale, lease or
         other disposal of Products or provision of Services and any related
         transactions has not been to avoid the liability to pay royalties.

5.7      All sums payable hereunder to SHELL shall be paid in US Dollars. Any
         Net Invoice Price not expressed in such currency shall be converted to
         such currency at the open middle market spot rate of exchange in London
         as published in the Financial Times (or failing that, such other
         published source as SHELL may reasonably select) on the last day of the
         relevant period specified in Clause 5.4 hereof during which the
         Products and Services were sold leased, supplied, otherwise disposed of
         or provided.

5.8      If any amount specified for payment by the Company under this Agreement
         shall be subject to taxes or governmental charges other than income tax
         in SHELL's country of residence which are to be paid by SHELL or to be
         withheld by the Company, the Company shall pay such increased amount as
         yields to SHELL, after payment or withholding of the taxes or charges,
         the full amount specified in this Agreement provided that (save where
         the amount specified is paid by a company resident for tax purposes
         outside the United States of America) the Company or other payer
         resident for tax purposes in the United States of America shall not be
         obliged to pay any greater sum on account of any withholding made by
         the Company or such other payer than it would have been required to pay
         had the payment been made to SHELL or another



                                      -13-
<PAGE>

         recipient resident for tax purposes in the United States of America.
         The Company and SHELL agree to take such actions prescribed by
         applicable law or regulation, or as reasonably requested, as will
         permit, in accordance with the law of any relevant jurisdiction in
         which the Company or SHELL (as the case may be) is resident for tax
         purposes or any double taxation agreement to which such jurisdiction is
         a party, any sum payable under this Agreement to be paid free and
         clear, or at a reduced rate, of any deduction or withholding. All sums
         payable hereunder (for the avoidance of doubt whether or not payable
         under this Clause 5.8 or otherwise) to SHELL shall be exclusive of any
         sales tax, value added tax or any other taxes on sales, turnover or
         value added similar or corresponding thereto.

5.9      All royalties payable to SHELL under this Clause 5 shall be payable
         only in respect of Products and Services sold, leased, supplied or
         otherwise disposed of or provided during the Payment Period, after
         which the licences to which such royalties relate shall be treated as
         fully paid-up and no further royalties shall be payable by the Company
         to SHELL in respect of such licences.

5.10     If the Company fails to pay any amount due under this Agreement by the
         due date, it shall pay interest (calculated on a daily basis) on the
         amount outstanding (before and after termination of this Agreement)
         from the date that the same became due until actual payment, at a rate
         of 3% (three percent) above the annual prime rate from time to time of
         JP Morgan Chase Bank, New York.

5.11     In the event that Weatherford, at any time during the period commencing
         on the Effective Date and expiring on the tenth anniversary thereof,
         declares and pays a dividend in cash on all of its outstanding shares
         of common stock, par value $1.00 per share ("Dividend"), the Company
         shall include with the next royalty payment remitted to Shell pursuant
         to Clause 5.4 hereof an additional amount equal to the product of three
         million, two hundred and thirty-two thousand, two hundred and fourteen
         (3,232,214) times the per share amount of such cash dividend. Provided
         that where a royalty payment is not due or is due but is not paid by
         the Company to SHELL within the period for payment of a royalty as
         specified in Clause 5.4 hereof which falls immediately following the
         declaration and payment of such Dividend ("Relevant Period") then the
         Company shall remit the additional amount as aforesaid within the
         Relevant Period.



                                      -14-
<PAGE>

6.       PROVISION OF INFORMATION

6.1      SHELL or an Affiliate of SHELL will provide the Company with the
         Technical Information referred to in paragraphs (a) and (b) of the
         definition of Technical Information. The Technical Information referred
         to in Schedule 2 shall be provided by or on behalf of SHELL to the
         Company within 30 days of the Effective Date. SHELL agrees to provide
         through an Affiliate of SHELL technical support and assistance, of a
         scope and during a term and at a cost to the Company and on such other
         terms as may be agreed between such Affiliate of SHELL and the Company
         at the time in question, to the Company in connection with the
         implementation and development of products based upon the SHELL
         Intellectual Property, on the understanding that SHELL shall be under
         no obligation to provide such support to the extent it is restricted
         from doing so by other contractual arrangements to which it or any of
         its Affiliates is a party.

6.2      SHELL or an Affiliate of SHELL will provide the Company with a
         description of all information which SHELL is able and free to provide
         at the Effective Date directly relating to the expansion of tubulars in
         a wellbore ("Information"). Within 30 days following the provision of
         such description of the Information, the Company shall notify SHELL in
         writing whether it wishes to accept the Information. Such acceptance in
         writing shall be effected by way of an exchange of a schedule listing
         the Information and upon such exchange the Information shall
         immediately become Technical Information under this Agreement and SHELL
         or an Affiliate of SHELL shall thereupon provide the Company with
         details of such Technical Information.

6.3      The Company agrees that it will not make use of or in any way circulate
         within its own organization or permit its Affiliates to make use of or
         in any way circulate any Confidential Information except to the extent
         necessary for the performance of the Company's obligations and rights
         pursuant to this Agreement.

6.4      The Company agrees that the Company will disclose Confidential
         Information only to its Affiliate Sub-Licensees and its Affiliates,
         officers, directors, employees, (hereinafter individually referred to
         as a "Representative" and collectively referred to as the
         "Representatives") who have a need (related to the performance of the
         Company's obligations and exercise of rights pursuant to this
         Agreement) to know such information for the purposes of exercising its
         rights or complying with its obligations under this Agreement and
         certifies that such Representatives have previously agreed, either as a
         condition to employment or in order to obtain the Confidential
         Information, to be bound by terms and conditions substantially similar
         to those of this Agreement,



                                      -15-
<PAGE>

         including, without limitation, terms and conditions restricting the use
         and disclosure of the Confidential Information. The Company agrees that
         it will inform each of its Representatives to whom Confidential
         Information is to be disclosed of the confidential nature of such
         Confidential Information and direct such Representatives not to (i)
         disclose such Confidential Information to any third Person or (ii) use
         such Confidential Information except in connection with the performance
         of the Company's obligations and exercise of rights pursuant to this
         Agreement and any other purpose SHELL may hereafter authorize in
         writing. The Company will be liable for (i) the unauthorized use or
         disclosure by its Representatives of Confidential Information and (ii)
         any other breach by the Company's Representatives of the terms and
         conditions of this Clause 6.

6.5      The Company further agrees that (i) it will not (except as expressly
         authorized herein) disclose any Confidential Information to any third
         Person, and (ii) it will use all reasonable means adequate to preserve
         its secrecy.

6.6      The obligations under Clauses 6.3, 6.4 and 6.5 of the Company with
         respect to any portion of Confidential Information will not apply if
         and to the extent that the Company can document that:

         (a)      such Confidential Information was in the public domain at the
                  time it was communicated directly or on behalf of SHELL or any
                  Affiliate of SHELL to the Company;

         (b)      such Confidential Information entered the public domain
                  subsequent to the time it was communicated directly or on
                  behalf of SHELL or any Affiliate of SHELL to the Company
                  through no fault of the Company;

         (c)      such Confidential Information was in the Company's or an
                  Affiliate's possession free of any obligation of confidence at
                  the time it was communicated direct or on behalf of SHELL or
                  an Affiliate of SHELL to the Company;

         (d)      such Confidential Information was rightfully communicated by a
                  source other than SHELL and/or an Affiliate of SHELL free of
                  any obligation of confidence subsequent to the time it was
                  communicated to the Company by SHELL or an Affiliate of SHELL;
                  or



                                      -16-
<PAGE>

         (e)      information which is of the same nature as or identical to
                  Confidential Information and was independently developed for
                  the Company or an Affiliate by Persons who did not access the
                  Confidential Information in any way other than in
                  circumstances where the exceptions in Clauses 6.6 (a) to (d)
                  above apply.

6.7      In the event the Company is required by order of a court or
         governmental authority having competent jurisdiction, to disclose any
         Confidential Information, it shall give SHELL prompt notice of such
         requirement so that SHELL may seek an appropriate protective order and
         shall withhold disclosure until SHELL has had reasonable opportunity to
         procure, and shall exercise its best efforts to assist SHELL in
         procuring, such a protective order unless SHELL has given written
         notice to the Company of its decision not to seek a protective order.
         If despite such prompt notice and reasonable efforts the protective
         order is denied or disclosure is mandated before the order can be
         sought, the Company may disclose Confidential Information without
         liability hereunder; provided, however, that the Company shall use its
         reasonable efforts to obtain assurances that confidential treatment
         will be accorded to such Confidential Information and provided further
         that such disclosure shall be limited to the specific information
         necessary to comply with such order. Except as expressly set forth
         herein, the Company will not be deemed to have acquired by reason of
         this Agreement any rights with respect to Confidential Information.
         Except as expressly set forth herein, all Confidential Information
         furnished to the Company in electronic, written or documentary form
         (including, without limitation, documents, drawings, models, apparatus,
         sketches, designs and lists), together with all copies thereof, or
         extracts made therefrom, will remain the property of SHELL and will, at
         the request of SHELL, be destroyed or returned to SHELL upon
         termination of this Agreement; however, the Company's external counsel
         in England may, upon entering into an undertaking with SHELL to keep
         the same confidential, retain a copy of the Technical Information for
         archival purposes only.

6.8      SHELL hereby undertakes for so long as the licence hereunder subsists
         and save as provided in Clause 6.9 that it shall not and shall procure
         that no Affiliate of SHELL brings proceedings against the Company or
         any of its Affiliates, permitted assigns and customers anywhere in the
         world alleging infringement of any claim or claims of any patent
         directed to Expanded Tube Technology and based on Technical
         Information, and which is owned by Shell Oil Company or Shell
         Internationale Research Maatschappij B.V. by the use of Technical
         Information in accordance with the terms of



                                      -17-
<PAGE>

         this Agreement by the use of the licence in Clause 3.1 to manufacture
         and have manufactured, use and have used, lease and have leased, sell
         and have sold, dispose and have disposed of on behalf of the Company
         products or the use of methods in each case falling within the claims
         of any of the Licensed Patents within the Field of Use.

6.9      Within a period of 45 days following the provision by or on behalf of
         SHELL of any Technical Information (other than the Technical
         Information described in Schedule 2 at the Effective Date) to the
         Company or any Affiliates of the Company after the Effective Date,
         SHELL shall be entitled by notice in writing to notify the Company or
         any Affiliates of the Company (as the case may be) of any such
         Technical Information which it is not free to provide to the Company or
         Affiliates of the Company. Forthwith upon receipt of such notice in
         writing, the Company shall and/or shall procure that its Affiliates
         shall (a) not use for any purpose, (b) return to SHELL and (c) keep
         confidential pursuant to the provisions of Clause 6, the Technical
         Information which is the subject matter of such notice ("Returned
         Information"). Any Returned Information shall upon its return to SHELL
         no longer be deemed to be Technical Information.

7.       LIMITATION OF LIABILITY/INDEMNITY/WARRANTIES

7.1      SHELL does not make and SHELL hereby disclaims any warranty regarding
         the accuracy, quality or fitness for purpose of the Technical
         Information disclosed or otherwise provided to the Company, Weatherford
         or any of their respective Affiliates and takes no responsibility for
         any expense, loss, or action incurred or undertaken in reliance upon
         such information, and save as expressly provided in Clause 7.2 hereof
         makes no warranty that such information provided hereunder can be used
         without regard to third-party intellectual property rights. Save in
         respect of claims for any loss, cost, damage, liability or expense
         (including attorney's fees) arising out of any matters expressly
         provided for in Clause 7.2 the Company hereby waives any right to
         recover from SHELL or any Affiliate of SHELL any loss, cost, damage,
         liability or expense (including attorney's fees) incurred as a result
         of or arising out of the use of any Technical Information disclosed by
         or obtained from SHELL or any Affiliate of SHELL pursuant to this
         Agreement.

7.2      SHELL warrants to the Company, as at the Effective Date:

         (a)      it has full power and authority (including all necessary
                  corporate approvals) to execute and deliver this Agreement and
                  to perform its obligations hereunder and that this Agreement
                  is a legal, valid and binding obligation of SHELL and



                                      -18-
<PAGE>

                  no further corporate approvals (including all necessary
                  approvals from Affiliates) are necessary for SHELL to execute
                  and deliver this Agreement and perform its obligations
                  hereunder;

         (b)      SHELL is entitled to grant the licence provided for in this
                  Agreement. The Licensed Patents listed in Schedule 1 at the
                  Effective Date are beneficially owned by Affiliates of SHELL
                  and are legally owned and registered or proceeding in the name
                  of the Affiliate of SHELL as indicated in Schedule 1. No
                  person other than SHELL and Affiliates of SHELL owns solely or
                  jointly any of the Licensed Patents listed in Schedule 1 at
                  the Effective Date;

         (c)      none of SHELL, Shell Oil Company or Shell Internationale
                  Research Maat-Schappij B.V. has received any notice or is
                  otherwise aware of any infringement by SHELL or any of its
                  Affiliates of any third Person's Patent Rights by the making,
                  importation, use or sale of products or the supply of services
                  utilizing Expanded Tube Technology in the Field of Use with
                  the exception of infringement alleged by Baker Oil Tools of US
                  patent no. 6,098,717 and foreign equivalents, and infringement
                  alleged by Schlumberger Technology of the latter's US patent
                  6,085,838 and foreign equivalents;

         (d)      there are no licences or sub-licences under the Licensed
                  Patents listed in Schedule 1 at the Effective Date granted by
                  SHELL or any of its Affiliates to, or other agreements
                  conferring a right or interest in or to the Licensed Patents
                  listed in Schedule 1 at the Effective Date entered into by
                  SHELL or any of its Affiliates with, third parties other than
                  Affiliates of SHELL in the Field of Use subsisting at the
                  Effective Date except for Enventure, Halliburton Company and
                  their respective Affiliates (as referred to in Clause 3.1) and
                  the licence granted to Petroline Wireline Services Limited
                  with an effective date of 15th April, 1996; and, further SHELL
                  has not received any notice and is not aware of any
                  infringement in the Field of Use of any patents forming part
                  of the SHELL Intellectual Property listed in Schedule 1 and/or
                  Schedule 2 at the Effective Date by the making, use or sale of
                  products or the supply of services utilizing Expanded Tube
                  Technology by any third party with the exception of Baker Oil
                  Tools for sale of, and possible sale of their Express Screen
                  and FORMlock expandable liner hangers, the manufacture, use or
                  sale of which may infringe any such patents; and



                                      -19-
<PAGE>

         (e)      to the best of the knowledge of SHELL, Shell Oil Company,
                  Shell Internationale Research Maatschappij B.V. and Shell
                  Technology Ventures Limited, the entry into this Agreement by
                  SHELL will not constitute a breach (which would have an
                  adverse effect on the enjoyment of the Company's licence
                  hereunder) by SHELL of any agreement relating to any of the
                  Licensed Patents listed in Schedule 1 at the Effective Date or
                  the information referred to in paragraph (a) of the definition
                  of Technical Information and provided at the Effective Date;

         Provided that in relation to any granted patents and/or any pending
         patent applications that SHELL may from time to time agree after the
         Effective Date to add to Schedule 1 (in accordance with the provisions
         of Clause 16) and which thereby become Licensed Patents, SHELL agrees
         that at the date when such patents or pending patent applications
         become Licensed Patents (by adding such patents or pending patent
         applications to Schedule 1 by way of a modification to this Agreement
         in accordance with the provisions of Clause 16) it shall give a
         warranty in respect of such patents and/or pending patent applications
         mutatis mutandis on the same terms as the warranty set out in Clause
         7.2(b) save that references to "the Effective Date" shall be replaced
         with the relevant date of the modification to this Agreement as
         aforesaid. For the avoidance of doubt, SHELL shall decide in its sole
         discretion whether any pending patent applications shall be added to
         Schedule 1 prior to the date such pending patent applications mature
         into granted patents.

7.3      The warranties set out above are subject to all matters fairly
         disclosed in the documents listed in Schedule 4 to this Agreement.

7.4      Any termination of this Agreement will be without prejudice to any
         accrued liability of either Party to the other Party for breach of this
         Agreement existing immediately prior to such termination.

7.5      Neither the Company nor Weatherford shall be entitled to recover from
         SHELL in respect of a breach or breaches of any of the warranties
         contained in or to be given pursuant to Clauses 7.2 (a) or (b) (whether
         for breach of contract, tort (including negligence), breach of
         statutory obligation or otherwise, except fraud or fraudulent
         misrepresentation), a sum in excess of one hundred and fifty million US
         Dollars (US$150 million) in aggregate, less any amounts recovered under
         Clause 7.6 (which sum shall include claims for reasonable legal,
         professional and other costs and expenses incurred by Weatherford in
         connection with such breach(es)). Neither the



                                      -20-
<PAGE>

         Company nor Weatherford shall be entitled to bring any claims
         whatsoever in respect of a breach or breaches of the warranties
         contained in or to be given pursuant to Clause 7.2 after the expiry of
         the period of seventeen years from the Effective Date.

7.6      Neither the Company nor Weatherford shall be entitled to recover from
         SHELL in respect of a breach or breaches of any of the warranties
         contained in Clauses 7.2(c), (d) or (e) and under any other claim
         (other than a claim made under Clause 7.5 for breach of any of the
         warranties contained in or to be given pursuant to Clauses 7.2(a) and
         (b)) arising directly or indirectly out of or relating to this
         Agreement (whether for breach of contract, tort (including negligence),
         breach of statutory obligation or otherwise, except fraud or fraudulent
         misrepresentation) and the Framework Agreement, a sum in excess of X in
         aggregate (which sum shall include claims for reasonable legal,
         professional and other costs and expenses incurred by Weatherford in
         connection with such breach(es)). In this Clause 7.6, X shall be
         interpreted as follows:

         (a)      during the period from the Effective Date to the day prior to
                  the first anniversary of the Effective Date (the "First
                  Year"), X = one hundred and fifty million US Dollars (US$ 150
                  million) less any amounts received under Clause 7.5;

         (b)      during the period from the first anniversary of the Effective
                  Date to the day prior to second anniversary of the Effective
                  Date (the "Second Year"), X = one hundred and twenty million
                  US Dollars (US$ 120 million) less any amounts recovered during
                  the First Year and any amounts recovered under Clause 7.5;

         (c)      during the period from the second anniversary of the Effective
                  Date to the day prior to the third anniversary of the
                  Effective Date (the "Third Year"), X = ninety million US
                  Dollars (US$ 90 million) less any amounts recovered during the
                  First Year and the Second Year and any amounts recovered under
                  Clause 7.5;

         (d)      during the period from the third anniversary of the Effective
                  Date to the day prior to the fourth anniversary of the
                  Effective Date (the "Fourth Year") X = sixty million US
                  Dollars (US$ 60 million) less any amounts recovered during the
                  First Year, Second Year and/or Third Year and any amounts
                  recovered under Clause 7.5;



                                      -21-
<PAGE>

         (e)      during the period from the fourth anniversary of the Effective
                  Date to the day prior to the seventeenth anniversary of the
                  Effective Date, X = thirty million US Dollars (US$30 million)
                  in aggregate less any amounts recovered during the First Year,
                  the Second Year, the Third Year, the Fourth Year and in any of
                  the years falling between the fourth and seventeenth
                  anniversaries of the Effective Date and any amounts recovered
                  under Clause 7.5; and

         (f)      after the expiry of the period of seventeen years from the
                  Effective Date X shall be zero and the amount referred to in
                  Clause 7.5 shall also be zero,

         save that where X pursuant to these calculations is a sum less than
         zero, X shall be deemed to be zero. Any claim made in accordance with
         Clause 7.5 or this Clause 7.6 that is made against SHELL in one (1)
         period identified in subclauses (a) to (f) of this Clause 7.6 and
         resolved in another such period shall be limited only by the
         calculation of X corresponding to the period in which such claim was
         commenced.

7.7      In no event shall any Party be liable in respect of a breach or
         breaches of any of the warranties contained in Clause 7.2 or any other
         claim (whether for breach of contract, indemnity, tort (including
         negligence), breach of statutory obligation or otherwise, except fraud,
         fraudulent misrepresentation and except for the avoidance of doubt,
         claims for infringement of Patent Rights) under this Agreement or the
         Framework Agreement or any act or omission in connection with this
         Agreement for any loss of profit or any indirect or consequential loss
         or damage suffered by any of the Parties or any of their Affiliates or
         exemplary or punitive damages.

8        ENFORCEABILITY OF RIGHTS AND OBLIGATIONS

         Any failure by any Party to enforce any of the provisions of this
         Agreement or to require at any time performance by any other Party of
         any of the provisions hereof, will not affect the validity of this
         Agreement or any provision hereof, or the right of any Party thereafter
         to enforce each and every provision. Should any provision of this
         Agreement be held unenforceable or in conflict with the law of any
         jurisdiction, to the extent permitted by law, the validity of the
         remaining provisions will not be affected by such holding.



                                      -22-
<PAGE>

9        U.S. EXPORT ADMINISTRATION ACT

         The Company agrees that no Technical Information nor the direct product
         of such Technical Information will be shipped, either directly or
         indirectly, to any country as may be prohibited under the U.S.
         Re-export Controls (issued by the U.S. Department of Commerce as they
         now exist or may be amended ("the Re-export Controls"). The Company
         further certifies that, unless prior authorisation is obtained from the
         U.S. Bureau of Export Administration, the Company will not knowingly:

         (a)      export or re-export, directly or indirectly, to any country
                  any technical data (including software) comprised of the
                  Technical Information; or

         (b)      export, directly or indirectly, to any country any direct
                  product (including processes and services) of such technical
                  data (including software),

         if without such prior authorization such re-export or export would be
         in violation of the Re-export Controls as they now exist or as they may
         be amended.

10       INDEMNIFICATION

10.1     The Company shall indemnify SHELL, its Affiliates, directors, officers
         and employees against, and pay any related costs of, any claim or
         action for negligence or whatever other cause brought against SHELL or
         any of its Affiliates by any third party in respect of any loss or
         damage (including personal injury or death) sustained by such third
         party and arising out of a breach of the obligations of the Company in
         this Agreement and/or the use of Products or Services and/or Licensed
         Patents and/or Technical Information by the Company or any of its
         Affiliate Sub-Licensees or permitted assignees or by any third party to
         whom the Company or any of its Affiliate Sub-Licensees or other
         Affiliates or permitted assignees has provided Products or Services,
         other than loss or damage directly arising from any matter that is a
         breach of the warranties in Clause 7.2 or from fraud, fraudulent
         misrepresentation or from the Wilful Misconduct of SHELL or its
         Affiliates but always having regard to the novel nature of any
         application of Expanded Tube Technology. Nothing in this Clause 10.1
         shall operate to override the terms of any commercial contract entered
         into between Weatherford and/or its Affiliates and SHELL and/or its
         Affiliates in respect of the sale, lease, supply or other disposal of
         Products to SHELL and/or it Affiliates or the provision of Services to
         SHELL and/or its Affiliates and the terms of such commercial contracts
         shall be unaffected by this Clause 10.1.



                                      -23-
<PAGE>

10.2     "Wilful Misconduct" in Clause 10.1, in relation to the performance of
         the obligations of SHELL under this Agreement, shall mean an
         intentional, conscious or reckless disregard by a person who is
         employed by SHELL or any of its Affiliates as a director or other
         corporate officer or who occupies a senior managerial position having
         direct responsibility for research and development with respect to
         applications of Expanded Tube Technology (including, for the avoidance
         of doubt, the person having overall supervisory authority over the team
         carrying out such research and development), of good and prudent oil
         and gas field practice in utter disregard of avoidable and harmful
         consequences. In assessing whether an event of Wilful Misconduct has
         occurred, regard shall be had to the novel nature of any application of
         Expanded Tube Technology.

11       EXPIRY AND TERMINATION

         SHELL may terminate this Agreement (including the licences granted
         herein) forthwith by notice in writing if:

         (a)      the Company fails to make any of the payments due or otherwise
                  perform any of its obligations in each case pursuant to
                  Clauses 5.2 (a), 5.2 (b), 5.2 (c) or 5.11 or under the
                  documents referred to therein within 30 days of any relevant
                  date upon which such payments fall due or such obligations
                  fall due to be performed and provided that the Company has not
                  made such payments or performed such obligations within 15
                  days of receiving written notice from SHELL of such
                  non-payment or non-performance;

         (b)      (except insofar as the Company has a right to pay royalties
                  into an escrow account pursuant to Clause 4.3 or as there is a
                  bona fide dispute as to whether or not royalties are payable
                  and the dispute resolution procedure set out in the first two
                  sentences of Clause 13.2 has been invoked), any royalties due
                  hereunder have remained unpaid for a period of six (6) months
                  from the date on which they are due pursuant to Clause 5.4,
                  provided SHELL has first given the Company notice that the
                  royalties in question are overdue and the Company has failed
                  to pay the same within 30 days of the notice;

         (c)      the Company has assigned or purported to assign this licence
                  or granted a sub-licence or purported to grant a sub-licence
                  under this licence in circumstances where the Company was not
                  entitled under Clauses 3.1, 14.2 or 14.3 (as appropriate) to
                  do so and SHELL has given the Company written notice



                                      -24-
<PAGE>

                  requiring, in the case of an assignment, a reassignment, and,
                  in the case of a licence or sub-licence, the termination of
                  such licence or sub-licence and/or such other arrangement, all
                  on terms reasonably satisfactory to SHELL and the Company has
                  failed to do so within 30 days of such notice;

         (d)      the Company or any Affiliate of the Company in any formal
                  court or patent office proceedings launches a challenge aiming
                  to invalidate any patents in the Licensed Patents or to
                  adversely affect SHELL's ownership of any of the Licensed
                  Patents, or otherwise formal court or patent office
                  proceedings are launched by another party pursuant to any
                  agreement between the Company and/or any of its Affiliates and
                  that other party;

         (e)      the Company becomes subject to a Change of Control; or

         (g)      either the Company or Weatherford makes an assignment for the
                  benefit of creditors, files a petition under any bankruptcy
                  law or any insolvency law or any other law for the relief or
                  aid of debtors, including, without limitation, the United
                  States Federal Bankruptcy Code of 1986 or any amendment
                  thereto (any such law or code being herein referred to as a
                  "Bankruptcy Law") or files a petition or answer seeking for
                  itself, or consenting to or acquiescing in any reorganization,
                  arrangement, composition, readjustment, liquidation,
                  dissolution or similar relief under any Bankruptcy Law or
                  fails to deny, in a timely manner, the material allegations of
                  or to contest any such petition filed against it or should any
                  action commenced by any such petition continue undismissed,
                  unstayed or in effect for more than 90 days or should a
                  receiver, custodian, liquidator, fiscal agent or trustee of
                  any of them or of the whole or any substantial part of their
                  properties or assets be appointed or should a court enter an
                  order, judgment or decree approving a petition filed against
                  any one of them seeking reorganization, arrangement,
                  composition, readjustment, liquidation, dissolution or similar
                  relief under any Bankruptcy Law or should an order of relief
                  be entered pursuant to any such Bankruptcy Law with respect to
                  either one of them.

12       CONSEQUENCES OF TERMINATION

         After termination the Company shall:

         (a)      make no further use of any:



                                      -25-
<PAGE>

                  (i)      Licensed Patents (but this restriction shall only
                           apply in relation to a particular patent while that
                           patent is in force); and

                  (ii)     Confidential Information insofar as it does not fall
                           within one of the exceptions provided for in Clause
                           6.6;

         (b)      immediately destroy (with verification thereof on oath) or, in
                  the Company's sole discretion return to SHELL all records of
                  and documents containing Confidential Information (and all
                  copies thereof) in the possession, power or control of the
                  Company and/or its Affiliates (save that the Company's
                  external counsel in England may, upon entering into an
                  undertaking with Shell to keep the same confidential, retain a
                  copy of the Technical Information for archival purposes only).

13       LAW AND JURISDICTION

13.1     This Agreement shall be governed by and construed in accordance with
         English law and each Party to this Agreement submits to the exclusive
         jurisdiction of the English courts.

13.2     If there is any dispute, claim, or controversy, regardless of the legal
         or equitable theory involved, arising out of or relating to this
         Agreement (including any such matter involving any parent, subsidiary,
         Affiliate, successor in interest or agent of either of the Parties) (a
         "Disputed Matter"), the Parties will first attempt to amicably resolve
         such Disputed Matter in good faith. If the initial efforts to resolve
         such Disputed Matter are not successful, the Parties will submit the
         Disputed Matter jointly to the respective senior executive officers of
         the Company and SHELL, or such other senior executive as each Party may
         designate from time to time. The Parties agree that any legal action or
         proceedings arising out of or in connection with this Agreement may be
         brought in the High Court of Justice in England, and the parties hereby
         irrevocably submit to the exclusive jurisdiction of such court in
         connection with any such legal action or proceedings. The parties agree
         that any legal action or proceedings shall be initiated in the Patents
         Court (part of the Chancery Division of the High Court of Justice in
         England).

13.3     SHELL irrevocably appoints Shell Technology Ventures Limited as its
         agent to accept service of legal proceedings in connection with all
         matters arising out of this Agreement and the transactions contemplated
         by this Agreement and agrees that any



                                      -26-
<PAGE>

         claim form, judgment or other notice of legal process in connection
         with any such legal action or proceedings shall be sufficiently served
         if delivered to the Company Secretary, Shell Technology Ventures
         Limited at Shell Centre, London SE1 7NA

13.4     Each of the Company and Weatherford irrevocably appoints Dickson Minto
         of Royal London House, 22/25 Finsbury Square, London EC2A 2DX as its
         agent to accept service of legal proceedings in connection with all
         matters arising out of this Agreement and the transactions contemplated
         by this Agreement and agree that any claim form, judgment or other
         notice of legal process in connection with any such legal action or
         proceedings shall be sufficiently served if delivered to Dickson Minto
         at such address.

14       PARTIES BOUND/ASSIGNMENT

14.1     This Agreement will be binding upon and inure to the benefit of the
         Parties hereto and to their permitted successors and assigns.

14.2     Subject to Clause 14.3 the Company shall not assign any of its rights
         arising from this Agreement without the prior written consent of SHELL,
         such consent not to be unreasonably withheld.

14.3     The Company shall be entitled to assign its rights arising from this
         Agreement to an Affiliate of the Company without the prior written
         consent of SHELL

14.4     Subject to Clause 14.5, SHELL shall not assign any of its rights
         arising from this Agreement without the prior written consent of the
         Company, such consent not to be unreasonably withheld.

14.5     SHELL shall be free without requiring the consent of any other Party to
         assign any of its rights arising from this Agreement to any Affiliate
         of SHELL, provided the Affiliate to whom SHELL's rights are assigned
         enters into an agreement with the Company that it will observe the
         obligations contained in this Agreement.

15.      GUARANTEE

15.1     Weatherford irrevocably and unconditionally guarantees to SHELL the due
         and punctual performance and/or collectibility of each obligation of
         the Company contained in this Agreement. Weatherford shall pay to SHELL
         from time to time on demand any sum of money which the Company is at
         any time obligated to pay and is



                                      -27-
<PAGE>

         due and payable to SHELL under or pursuant to this Agreement and which
         has not been paid at the time the demand is properly made.
         Weatherford's obligations under this Clause are primary obligations and
         not those of a mere surety and Weatherford shall perform the Company's
         obligations as called upon to do so by SHELL and as if it were
         primarily liable for the performance. Weatherford's obligations under
         this Clause 15 shall not be impaired, discharged or affected by;

         (a)      any failure, defect or unenforceability of any obligation,
                  term or condition of this Agreement; or

         (b)      any legal limitation, disability or incapacity of the
                  Company; or

         (c)      the fraud of the Company or any other Person; or

         (d)      the lack of authority of any director or other person
                  purporting to act on behalf of the Company,

         as a result of which any obligation undertaken by the Company under
         this Agreement is or may be rendered invalid, void or unenforceable
         against the Company. All such circumstances shall be disregarded
         between SHELL and Weatherford and this guarantee shall be construed as
         if there were no such invalidity, voidness or unenforceability provided
         always that Weatherford shall be entitled to the same defences and
         rights (including limitation of liability) to which the Company is
         entitled under or in respect of this Agreement.

15.2     Weatherford's obligations under Clause 15.1 are continuing obligations
         and are not satisfied, discharged or affected by:

         (a)      an intermediate payment or settlement of account by, or a
                  change in the constitution or control of, or the insolvency
                  of, or bankruptcy, winding up or analogous proceedings
                  relating to, the Company; or

         (b)      any arrangement which the Company makes with SHELL (with the
                  prior written consent of Weatherford) which might operate to
                  diminish or discharge the liability of or otherwise provide a
                  defence to a surety.

15.3     SHELL may at any time it thinks fit and without reference to
         Weatherford:



                                      -28-
<PAGE>

         (a)      grant time for payment or grant another indulgence or agree to
                  an amendment, variation, waiver or release in respect of an
                  obligation of the Company under this Agreement provided,
                  however, that in no case may SHELL extend or enlarge the
                  obligations guaranteed pursuant to this Clause 15 without the
                  prior written consent of Weatherford;

         (b)      give up, deal with, vary, exchange or abstain from perfecting
                  or enforcing other securities or guarantees held by SHELL;

         (c)      discharge a party to other securities or guarantees held by
                  SHELL and realise all or any of those securities or
                  guarantees; and

         (d)      compound with and make other arrangements with the Company or
                  a person or persons liable on other securities or guarantees
                  held or to be held by SHELL.

15.4     So long as the Company has any actual or contingent obligation under
         this Agreement Weatherford shall not exercise a right which it may at
         any time have by reason of the performance of its obligations under
         Clause 15.1 to be indemnified by the Company, to claim a contribution
         from another surety of the Company's obligations or to take the benefit
         of any of the Company's rights under this Agreement (otherwise than
         pursuant to an assignment permitted in accordance with Clause 14) or of
         any other security taken by the Company in connection with this
         Agreement.

15.5     Weatherford's liability under this Agreement shall in no circumstances
         be greater than the liability expressed to be assumed by the Company
         under this Agreement.

15.6     In the event of a proposed change of control of Weatherford as referred
         to in the definition of Change of Control, Weatherford shall (if
         requested by SHELL) use all commercially reasonable endeavours to
         procure a guarantee of the Company's obligations from the successor
         entity on terms reasonably satisfactory to SHELL.

16       MODIFICATION OF AGREEMENT

         This Agreement will not be modified except by written instrument signed
         by authorized representatives of the Parties hereto.



                                      -29-
<PAGE>

17       HEADINGS/SCHEDULES

         The Clause headings in this Agreement are solely for convenience and
         will not be considered in its interpretation. This Agreement will be
         deemed to have been jointly drafted by the Parties and accordingly,
         resolution of ambiguities in drafting will not be resolved based upon
         authorship. The Schedules and other attachments referred to throughout
         this Agreement are incorporated into this Agreement.

18       WAIVER

         The failure of any Party at any time to require performance by any
         other Party of any provision of this Agreement will not affect in any
         way the full right to require the performance at any subsequent time.
         The waiver by any Party of a breach of any provision of this Agreement
         will not be taken or held to be a waiver of the provision itself. Any
         course of performance will not be deemed to amend or limit any
         provision of this Agreement.

19       WEATHERFORD ACKNOWLEDGEMENT

         Each of the Company and Weatherford warrants to SHELL that:

         (a)      it is not aware as at the Effective Date of any fact, matter
                  or circumstance amounting to a breach of warranty by SHELL
                  hereunder; and

         (b)      it has not entered into this Agreement or any of the
                  agreements referred to herein in reliance on any
                  representation, statement, assurance, covenant, undertaking,
                  indemnity, guarantee or commitment of any kind whatsoever
                  other than as set out herein or therein as the case may be and
                  it will have no remedy against SHELL or any of its Affiliates
                  in respect of any such representation, statement, assurance,
                  covenant, undertaking, indemnity, guarantee or commitment of
                  any kind whatsoever made on or prior to the date of this
                  Agreement aforesaid provided that nothing in this Sub-Clause
                  shall have the effect of limiting or restricting any liability
                  of SHELL or any of its Affiliates arising as a result of any
                  fraud and fraudulent misrepresentation.



                                      -30-
<PAGE>

20       SEVERABILITY

         If any part of this Agreement shall be held to be in whole or in part
         invalid, illegal or unenforceable in any jurisdiction, such invalidity,
         illegality or unenforceability shall not impair or affect the remaining
         provisions or parts thereof, of this Agreement. The Parties shall in
         such an event negotiate in good faith in order to agree the terms of a
         mutually satisfactory provision to be substituted for the invalid,
         illegal or unenforceable provision which as nearly as possible validly
         gives effect to their intentions as expressed herein.

21       NOTICES, ETC.

21.1     All notices, demands, requests or other communications that may be or
         are required to be given, served or sent by either Party to the other
         Party pursuant to this Agreement will be in writing and will be mailed
         by first-class, registered or certified mail, return receipt requested,
         postage prepaid, or transmitted by hand delivery, telegram or facsimile
         transmission addressed as follows:

         (a)      If to SHELL:  Shell Technology Ventures Limited
                                Shell Centre
                                London
                                SE1 7NA

                  with a copy (which will not constitute notice) to:

                                Shell International B.V.
                                16 Carel van Bylandtlaan,
                                2596 HR The Hague
                                the Netherlands
                                Facsimile Transmission No.: 31 70 3776141

                                Attn.: Intellectual Property Services

         (b)      If to the Company or to Weatherford:

                                Weatherford/Lamb, Inc. or Weatherford
                                International Inc.
                                515 Post Oak Blvd., Suite 600
                                Houston, Texas 77027
                                Facsimilie: 713-693-4484

                                Attn.: Vice President - Law



                                      -31-
<PAGE>

21.2     Any Party may designate by written notice a new address to which any
         notice, demand, request or communication may thereafter be given,
         served or sent. Each notice, demand, request or communication that is
         mailed, delivered or transmitted in the manner described above will be
         deemed sufficiently given, served, sent and received for all purposes
         at such time as it is delivered to the addressee with the return
         receipt, the delivery receipt, the affidavit of messenger or (with
         respect to a facsimile transmission) the answer back being deemed
         conclusive evidence of such delivery or at such time as delivery is
         refused by the addressee upon presentation.

22       ENTIRE AGREEMENT

         This Agreement and the other agreements referred to herein constitute
         the sole and entire agreement between SHELL and the Company with
         respect to the subject matter hereof, and supersede any and all prior
         agreements and understandings with respect to such subject matter
         (including the entire provisions of the confidentiality agreement dated
         15 November 2001 and the Memorandum of Understanding dated 31 October
         2001 in each case, between Weatherford and Shell Technology Ventures
         Limited).

23       INTERPRETATION

         Words of any gender used in this Agreement will be held and construed
         to include any other gender, words in the singular number will be held
         to include the plural and the words "including" or "include" shall be
         construed as being by way of illustration only and shall not be
         construed as limiting the generality of either of the foregoing words.

24       FORCE MAJEURE

         No Party to this Agreement will be liable to the other for any delay or
         failure by such Party to perform its obligations (excluding obligations
         to pay consideration sums and royalties and the confidentiality
         obligations) under this Agreement if such delay or failure arises from
         any cause or causes beyond the reasonable control of such Party,



                                      -32-
<PAGE>

         including, without limitation, labour disputes, strikes, acts of God,
         floods, lightning, shortages of materials, rationing, utility or
         communication failures, earthquakes, casualty, war, acts of the public
         enemy, riots, insurrections, embargoes, blockades or regulations or
         orders of governmental authorities. If a Party to this Agreement is
         delayed or prevented from performing such Party's obligations pursuant
         to this Agreement due to any cause beyond such Party's reasonable
         control, such delay will be excused during the continuance of such
         delay and the period of performance will be extended to the extent
         necessary to enable such Party to perform its obligations after the
         cause of such delay has been removed.

25.      THIRD PARTIES

         Save as otherwise expressly provided in this Agreement, no term of this
         Agreement is enforceable under the Contracts (Rights of Third Parties)
         Act 1999 by a Person who is not a Party to this Agreement and the
         Parties shall be entitled to amend or vary the terms of this Agreement
         without the consent of any Person who is not a Party to this Agreement.

IN WITNESS WHEREOF, SHELL, Weatherford and the Company have caused this
Agreement to be executed by their duly authorized representatives.

SHELL TECHNOLOGY VENTURES INC.

By: /s/ Ricardo Rodriguez

Name: Ricardo Rodriguez

Title: Attorney In Fact


WEATHERFORD/LAMB, INC.

By: /s/ Burt M. Martin

Name: Burt M. Martin

Title: Vice President



                                      -33-
<PAGE>

WEATHERFORD INTERNATIONAL, INC.

By: /s/ Burt M. Martin

Name: Burt M. Martin

Title: Vice President - Law



                                      -34-