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                                                                   Exhibit 10.30

                              EXECUTIVE AGREEMENT


     This Executive Agreement (this "Agreement") is made and entered into as of
the 22nd day of March, 2000 (the "Effective Date") between Varco International,
Inc., a California corporation (the "Company") and Michael W. Sutherlin (the
"Executive").

WHEREAS, the Executive is employed as an Executive Officer of the Company; and

WHEREAS, the Company believes it to be in the best interests of its stockholders
to attract, retain and motivate key executive officers and ensure continuity of
management; and

WHEREAS, it is in the best interest of the Company and its stockholders if the
key executive officers can approach material business development decisions
objectively and without concern for their personal situation;

WHEREAS, the Company recognizes that the possibility of a Change of Control of
the Company may result in the departure of key executives to the detriment of
the Company and its stockholders;

     In consideration of Executive's continued employment as an executive
officer with the Company and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and
Executive agree as follows:

1.   Term of Agreement

     A.   This Agreement shall commence on the Effective Date and shall continue
          in effect, unless terminated earlier as otherwise set forth herein
          through December 31, 2002; provided, however, that unless so
          terminated earlier, the term of this Agreement shall automatically be
          extended for one or more additional terms of three (3) years;
          provided, however, this Agreement may be terminated at any time after
          the expiration of the original term upon the Company providing three
          (3) years written notice to the Executive.

     B.   The term of this Agreement shall terminate upon the expiration of the
          "Severance Payout Period" or "Change in Control Payout Period", as
          applicable, and all rights or benefits thereunder have been satisfied.

2.   Certain Definitions

A.  "Cause".  "Cause" shall mean:
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     (i)  Executive's conviction of a felony involving moral turpitude,
          dishonesty or a breach of trust as regards the Company;
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          (ii)   Executive's commission of any act of theft, fraud, embezzlement
                 or misappropriation against the Company that is materially
                 injurious to it regardless of whether a criminal conviction is
                 obtained;

          (iii)  Executive's willful and continued failure to devote
                 substantially all of his business time to the Company's
                 business affairs (excluding failures due to illness,
                 incapacity, vacations, incidental civic activities and
                 incidental personal time) which failure is not remedied within
                 a reasonable time after written demand is delivered by the
                 Company, which demand specifically identifies the manner in
                 which the Company, believes that Executive has failed to devote
                 substantially all of his business time to the Company's
                 business affairs; or

          (iv)   Executive's unauthorized disclosure of confidential information
                 of the Company that is materially injurious to the Company.

          For purposes of this definition, no act, or failure to act, on
     Executive's part shall be deemed "willful" unless done, or omitted to be
     done, by Executive not in good faith and without reasonable belief that
     Executive's action or omission was in the best interest of the Company.

     B.   "Change in Control" means  (i) any person or persons acting in concert
          -------------------
          becoming the beneficial owner, directly or indirectly, of securities
          of the Company representing forty (40%) percent or more of the total
          voting power of all of its then outstanding voting securities, (ii) a
          merger or consolidation of the Company in which (x) the voting
          securities of the Company immediately prior to the merger or
          consolidation do not represent, or are not converted into, securities
          that represent, a majority of the voting power of all voting
          securities of the surviving entity immediately after the merger or
          consolidation or (y) individuals who were directors of the Company
          immediately prior to the effectiveness of such merger or consolidation
          do not constitute a majority of the Board of Directors of the
          surviving entity immediately after the merger or consolidation, (iii)
          a sale of substantially all of the assets of the Company (other than a
          sale to one or more subsidiaries of the Company), (iv) a liquidation
          or dissolution of the Company, or (v) individuals who, as of the
          Effective Date, constitute the Board of Directors (the "Incumbent
          Board") cease (for any reason other than death) to constitute at least
          a majority of such Board; provided that any individual who becomes a
          director of the Company subsequent to the Effective Date, whose
          election, or nomination for election by the Company's stockholders,
          was approved by the vote of at least a majority of the directors then
          in office shall be deemed a member of the Incumbent Board.

     C.   "Date of Termination" shall mean the date specified in the Notice of
           -------------------
          Termination relating to termination of Executive's employment with
          Company; provided that such date shall not be less than 20 days nor
          more than 45 days following: (i) involuntary termination, not for
          cause, pursuant to Section 4 hereof, or (ii) the

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          date within the Protective Period that Executive voluntarily
          terminates his employment for good reason as governed by Section 5
          hereof.

     D.   "Executive" shall mean the named Executive Officer who is a party to
          -----------
this Agreement and in the event of the Executive's death after a "qualifying"
termination pursuant to Section 4 hereof or a Change of Control pursuant to
Section 5 hereof, then the term "Executive" shall include his estate.

     E.   "Good Reason" shall mean:
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          (i)    failure to re-elect or appoint the Executive to any corporate
                 office or directorship held at the time of the Change of
                 Control or a material reduction in Executive's authority,
                 duties or responsibilities (including status, offices, titles
                 and reporting requirements) or if Executive is assigned duties
                 or responsibilities inconsistent in any material respect from
                 those of Executive at the time of the relevant Change in
                 Control all on the basis of which Executive makes a good faith
                 determination that the terms of his employment have been
                 detrimentally and materially affected.

          (ii)   a material reduction of Executive's compensation or benefits,
                 including annual base salary, annual bonus, intermediate or
                 long-term cash or equity incentive opportunities or plans from
                 those in effect prior to the Change in Control;

          (iii)  the Company fails to obtain a written agreement satisfactory to
                 Executive from any successor or assigns of the Company to
                 assume and perform this Agreement as provided in Section 9
                 hereof;

          (iv)   the Company requires Executive to be based at any office
                 located more than fifty (50) miles from the Company's current
                 offices without Executive's consent.

     F.   "Notice of Termination" shall mean a written notice delivered to the
          -----------------------
          other party indicating the specific termination provision in this
          Agreement relied upon for termination of Executive's employment and
          shall set forth in reasonable detail the facts and circumstances
          claimed to provide a basis for termination of Executive's employment
          under the provision so indicated.

     G.   "Option Plans" shall mean the Company's stock option plans, incentive
          --------------
          plans, equity participation plans, or other similar plans, and any
          stock option agreements or other agreements used in connection
          therewith.

     H.   "Termination Base Salary" shall mean Executive's base salary at the
          -------------------------
          rate in effect at the time the Notice of Termination is given or, for
          purposes of a Change of Control, if a greater amount, Executive's base
          salary at the rate in effect immediately prior to the Change of
          Control.

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     I.   "Tuboscope Change in Control" means a Change in Control as a result of
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          merger or combination of the Company and Tuboscope Inc.

3.   Termination for Cause. The Company may terminate Executive for Cause at any
     time, including following a Change of Control, upon written notice to
     Executive.

4.   Standard Severance Plan. If Executive is terminated involuntarily (i.e.,
     without the consent of Executive) by the Company for any reason other than
     for Cause (and such termination is not pursuant to a Change of Control) the
     Executive shall receive the following compensation and benefits from the
     Company:

     A.   The Company shall pay to Executive when otherwise due Executive's
          Termination Base Salary through the Date of Termination.

     B.   Effective as of the Date of Termination, the Company shall continue to
          pay to Executive (the "Severance Pay") the Termination Base Salary,
          payable on a regular payroll basis, for a period of twenty-four (24)
          months following the Date of Termination (such period to be herein
          referred to as the "Severance Payout Period"), subject to reduction as
          follows:

          (i)    If Executive is re-employed during the Severance Payout Period,
                 Executive shall receive throughout the remainder of the
                 Severance Payout Period following the effective date of such
                 re-employment, 50% of the Severance Pay otherwise due and
                 payable to Executive after such date of re-employment;

          (ii)   In addition, if Executive is re-employed during the Severance
                 Payout Period at an annual base salary that is less than the
                 Termination Base Salary, in addition to the payment required by
                 clause (i) above, Executive shall receive on a monthly basis
                 throughout the remainder of the Severance Payout Period
                 following the effective date of such re-employment the
                 difference between (x) the salary actually received by
                 Executive on a monthly basis from such re-employment and (y)
                 the Termination Base Salary expressed as a monthly payment.

     C.   The Company shall pay to Executive as a bonus an amount equal to sixty
          percent (60%) of Executive's Termination Base Salary in lieu of
          participation in the Company's Management Incentive Bonus Plan or a
          similar or successor plan for the year in which the Date of
          Termination occurs. Such bonus shall be due and payable on the normal
          distribution date for bonuses for participants in such plan.

5.   Change in Control Severance Plan. In the event that within the "Protective
     Period" (24 months following the effective date of a Change of Control)
     either (a) Executive voluntarily terminates employment for Good Reason or
     (b) the Company terminates Executive's employment other than for Cause, the
     Executive shall receive the following compensation and benefits from the
     Company:

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     A.   The Company shall pay to Executive when otherwise due Executive's
          Termination Base Salary through the Date of Termination.

     B.   Effective as of the Date of Termination, the Company shall continue to
          pay to Executive the Termination Base Salary, payable on a regular
          payroll basis, for a period of thirty-six (36) months following the
          Date Termination (such period to be herein referred to as the "Change
          in Control Payout Period").

     C.   Effective as of the Date of Termination, the Company shall pay to
          Executive an amount equal to three (3) times (i.e., the 36 months set
          forth in B above) sixty percent (60%) of Executive's Termination Base
          Salary in lieu of participation in the Company's Management Incentive
          Bonus Plan or a similar or successor plan. Payment shall be made in
          installments consistent with payment of the Executive's Termination
          Base Salary on a regular payroll basis.

     D.   Executive shall become and be fully vested in Executive's accrued
          benefits under all qualified pension, nonqualified pension, profit
          sharing, 401(k), deferred compensation and supplemental plans
          maintained by the Company for Executive's benefit, except to the
          extent that the acceleration of vesting of such benefits would violate
          any applicable law or require the Company to accelerate the vesting of
          the accrued benefits of all participants in such plan or plans, in
          which case the Company shall pay Executive a lump sum payment, within
          30 days following the Date of Termination, in an amount equal to the
          present value of such unvested accrued benefits. In addition, if such
          a lump sum payment is payable, the Company shall make an additional
          gross-up payment to Executive in an amount such that the net amount of
          the lump sum payment and such additional gross-up payment retained by
          Executive, after the calculation and deduction of all federal, state
          and local income tax and employment tax (including any interest or
          penalties imposed with respect to such taxes) on such lump sum payment
          and additional gross-up payment, and taking into account any lost or
          reduced tax deductions on account of such gross-up payment, shall be
          equal to such lump sum payment.

6.   Additional Benefits.

     A.   For the term of the Severance Payout Period or Change in Control
          Payout Period, as applicable, the Company shall continue to provide
          Executive and Executive's eligible family members, based on the cost
          sharing arrangement between Executive and the Company on the Date of
          Termination, with medical and dental health benefits and disability
          coverage and benefits at least equal to those which would have been
          provided to Executive if Executive's employment had not been
          terminated or, if more favorable to Executive, as in effect generally
          at any time during such Severance Payout Period or Change in Control
          period, as applicable. Notwithstanding the foregoing, if Executive
          becomes re-employed and is eligible to receive medical, dental and
          disability benefits under another employer's plans, the Company's
          obligations under this Section 6A shall be reduced to the extent
          comparable benefits are actually received by Executive during the
          Severance

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          Payout Period or Change in Control Payout Period, as applicable, and
          any such benefits actually received by Executive shall be promptly
          reported by Executive to the Company. In the event Executive is
          ineligible under the terms of the Company's benefit plans or programs
          to continue to be so covered, the Company shall provide Executive with
          substantially equivalent coverage through other sources or will
          provide Executive with a lump sum payment in such amount that, after
          all taxes on that amount, shall be equal to the cost to Executive of
          providing Executive such benefit coverage. The lump sum shall be
          determined on a present value basis using the interest rate provided
          in Section 1274(b)(2)(B) of the Internal Revenue Code of 1986, as
          amended (the "Code") on the Date of Termination. In addition, if such
          a lump sum payment is payable, the Company shall make an additional
          gross-up payment to Executive in an amount such that the net amount of
          the lump sums payment and such additional gross-up payment retained by
          Executive, after the calculation and deduction of all federal, state
          and local income tax and employment tax (including any interest or
          penalties imposed with respect to such taxes) on such lump sum payment
          and additional gross-up payment, and taking into account any lost or
          reduced tax deductions on account of such gross-up payment, shall be
          equal to such lump sum payment.

     B.   Outplacement Benefits. Throughout the term of the Severance Payout
          ---------------------
          Period or Change in Control Payout Period, as applicable, Executive
          shall be entitled to receive outplacement services, payable by the
          Company, with an aggregate cost not to exceed 15% of Executive's
          Termination Base Salary, with an executive outplacement service firm
          reasonably acceptable to the Company and Executive.

     C.   Automobile Benefits. Throughout the Severance Payout Period or Change
          -------------------
          in Control Payout Period, as applicable, the Company shall continue to
          provide Executive with a company car comparable to the company car
          provided to Executive at the Date of Termination.

     D.   Retention Bonus. In the event that during the Protective Period
          ---------------
          following a Change in Control, the Executive becomes entitled to
          voluntarily terminate his employment for Good Reason and
          notwithstanding the foregoing the Executive remains in the employment
          of the Company for a period of at least twelve months commencing on
          the date he became entitled to so terminate (the "Retention Period"),
          the Company shall pay to the Executive a retention bonus in the amount
          of Six Hundred Thousand Dollars ($600,000) (the "Retention Amount")
          within ten (10) days after the end of the Retention Period. In the
          event that following the Retention Period and prior to the end of the
          Protective Period the Executive terminates his employment for Good
          Reason, 50% of the Retention Amount shall be offset against the
          amounts otherwise payable under Section 5B and 50% shall be offset
          against the amounts otherwise payable under Section 5C, each in the
          inverse order of maturity of such amounts. Except for the foregoing
          offsets, the payment of the Retention Amount shall not prejudice any
          rights of the Executive under this Agreement in the event that the
          Executive voluntarily terminates his employment for Good Reason
          following the Retention Period.

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7.   Accelerated Vesting of Options Upon a Change of Control.

     Notwithstanding any provisions to the contrary of any of the Option Plans
     or Option Agreements, upon a Change in Control (other than a Tuboscope
     Change in Control) all outstanding unvested stock options, if any, granted
     to Executive under any of the Option Plans (or options substituted therefor
     covering the stock of a successor corporation) shall be and become fully
     vested and exercisable as to all shares of stock covered thereby effective
     as of the date of the Change in Control.

8.   Mitigation.

     Executive shall not be required to mitigate the amount of any payment
     provided for in this Agreement by seeking other employment or otherwise
     nor, except as provided in Section 4B and Section 6A, shall the amount of
     any payment or benefit provided for in this Agreement be reduced by any
     compensation earned or benefit received by Executive as the result of
     employment by another employer or self-employment, by retirement benefits,
     by offset against any amount claimed to be owed by Executive to the Company
     or otherwise.

9.   Successor Agreement.

     The Company will require any successor (whether direct or indirect, by
     purchase, merger, consolidation or otherwise) to all or substantially all
     of the business and/or assets of the Company to assume expressly and agree
     to perform this Agreement in the same manner and to the same extent that
     the Companies would be required to perform if no succession had taken
     place.  Failure of the successor to so assume shall constitute a breach of
     this Agreement and entitle Executive to the benefits hereunder as if
     triggered by a termination not for Cause.

10.  Indemnity.

     In any situation where under applicable law the Company has the power to
     indemnify, advance expenses to and defend Executive in respect of any
     judgements, fines, settlements, loss, cost or expense (including attorneys
     fees) of any nature related to or arising out of Executive's activities as
     an agent, employee, officer or director of the Company or in any other
     capacity on behalf of or at the request of the Company, then the Company
     shall promptly on written request, indemnify Executive, advance expenses
     (including attorney's fees) to Executive and defend Executive to the
     fullest extent permitted by applicable law, including but not limited to
     making such findings and determinations and taking any and all such actions
     as the Company may, under applicable law, be permitted to have the
     discretion to take so as to effectuate such indemnification, advancement or
     defense.  Such agreement by the Company shall not be deemed to impair any
     other obligation of the Company respecting Executive's indemnification or
     defense otherwise arising out of this or any other agreement or promise of
     the Company under any statute.

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11.  Notice.

     For the purpose of this Agreement, notices and all other communications
     provided for in this Agreement shall be in writing and delivered by United
     States certified or registered mail (return receipt requested, postage
     prepaid) or by courier guaranteeing overnight delivery or by hand delivery
     (with signed receipt required), addressed to the respective addresses set
     forth below, and such notice or communication shall be deemed to have been
     duly given two days after deposit in the mail, one day after deposit with
     such overnight carrier or upon delivery with hand delivery.  The addresses
     set forth below may be changed by a writing in accordance herewith.

     The Company:                       Executive:

     Varco International, Inc.          Michael W. Sutherlin
     743 North Eckhoff Street           2907 Pebble Drive
     Orange, California  92868          Corona Del Mar, California  92625
     Attn:  Chief Executive Officer

12.  Dispute Resolution.

     If any dispute arises out of this Agreement, the "complaining party" shall
     give the "other party" written notice of such dispute.  The other party
     shall have ten (10) business days to resolve the dispute to the complaining
     party's satisfaction.  If the dispute is not resolved by the end of such
     period, the complaining party may by written notice (the "Notice") demand
     arbitration of the dispute as set out below, and each party hereto
     expressly agrees to submit to, and be bound by, such arbitration.

     (a)  Each party will, within ten (10) business days of the Notice, nominate
          an arbitrator.  Each nominated arbitrator must be someone experienced
          in dispute resolution and of good character without moral turpitude
          and not within the employ or direct or indirect influence of the
          nominating party.  The two nominated arbitrators will, within ten (10)
          business days of nomination, agree upon a third arbitrator.  If two
          (2) appointed arbitrators cannot agree on a third arbitrator within
          such period, the parties may seek such an appointment through any
          permitted court proceeding or by the American Arbitration Association
          ("AAA").  The three arbitrators will set the rules and timing of the
          arbitration, but will generally follow the rules of the AAA and this
          Agreement where same are applicable and shall provide for written fact
          findings.

     (b)  The arbitration hearing will in no event take place more than ninety
          (90) days after the appointment of the third arbitrator.

     (c)  The arbitration will take place in Orange, California unless otherwise
          unanimously agreed to by the parties.

     (d)  The results of the arbitration and the decision of the arbitrators
          will be final and binding on the parties and each party agrees and
          acknowledges that these results shall be enforceable in a court of
          law.

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13.  Governing Law.

     This Agreement will be governed by and construed in accordance with the
internal substantive laws, and not the choice of law rules, of the State of
California.

14.  Excise Taxes and Gross-Up Payments.

     A.   The benefits of this Section 14 shall only apply if the aggregate
          payments and distributions to Executive or for Executive's benefit
          (whether paid or payable or distributed or distributable) pursuant to
          the terms of this Agreement (the "Payment") exceeds 2.99 multiplied by
          the Executive's "base amount" (as defined under Section 280G(b)(3) of
          the Code) by 12.5% or greater. Only if the Payment to Executive
          satisfies or exceeds such threshold, then Executive (i) shall be
          entitled to the benefits and payments set forth in this Section 14,
          and (ii) shall be referred to in this Section 14 as "Tax Eligible
          Executive".

     B.   If it shall be determined that Executive is a Tax Eligible Executive
          and any or all of the Payment would be subject to the excise tax
          imposed by Section 4999 of the Code (the "Excise Tax"), then Tax
          Eligible Executive shall be entitled to receive from the Company an
          additional payment (the "Gross-Up Payment") in an amount such that the
          net amount of the Payment and the Gross-Up Payment retained by Tax
          Eligible Executive after the calculation and deduction of all Excise
          Taxes (including any interest or penalties imposed with respect to
          such taxes) on the Payment and all federal, state and local income
          tax, employment tax and Excise Tax (including any interest or
          penalties imposed with respect to such taxes) on the Gross-Up Payment
          provided for in this Section 14, and taking into account any lost or
          reduced tax deductions on account of the Gross-Up Payment, shall be
          equal to the Payment.

     C.   All determinations required to be made under this Section 14,
          including whether Executive is a Tax Eligible Executive and whether
          and when the Gross-Up Payment is required and the amount of such
          Gross-Up Payment, and the assumptions to be utilized in arriving at
          such determinations (consistent with the provisions of the Section
          14), shall be made by the Company's independent certified public
          accountants (the "Accountants"). The Accountants shall provide Tax
          Eligible Executive and the Company with detailed supporting
          calculations with respect to such Gross-Up Payment within fifteen (15)
          business days of the receipt of notice from Executive or the Company
          that Executive has received or will receive a Payment. In the event
          that the Accountants are also serving as accountant or auditor for the
          individual, entity or group effecting the Change in Control, Tax
          Eligible Executive shall appoint another nationally recognized public
          accounting firm to make the determinations required hereunder (which
          accounting firm shall then be referred to as the Accountants
          hereunder). All fees and expenses of the Accountants shall be borne
          solely by the Company. All determinations by the Accountants shall be
          binding upon the Company and Tax Eligible Executive.

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     D.   For the purposes of determining whether any of the Payments will be
          subject to the Excise Tax and the amount of such Excise Tax, such
          Payments will be treated as "parachute payments" within the meaning of
          Section 280G of the Code, and all "parachute payments" in excess of
          the "base amount" (as defined under Section 280G(b)(3) of the Code)
          shall be treated as subject to the Excise Tax, unless and except to
          the extent that in the opinion of the Accountants such payment (in
          whole or in part) either do not constitute "parachute payments" or
          represent reasonable compensation for services actually rendered
          (within the meaning of Section 280G(b)(4) of the Code) in excess of
          the "base amount" or such "parachute payments" are otherwise not
          subject to such Excise Tax. For purposes of determining the amount of
          the Gross-Up Payment, Tax Eligible Executive shall be deemed to pay
          federal income taxes at the highest applicable marginal rate of
          federal income taxation for the calendar year in which the Gross-Up
          Payment is to be made and to pay any applicable state and local income
          taxes at the highest applicable marginal rate of taxation for the
          calendar year in which the Gross-Up Payment is to be made, net of the
          maximum reduction in federal income taxes that could be obtained from
          the deduction of such state or local taxes if paid in such year
          (determined without regard to limitations on deductions based upon the
          amount of Tax Eligible Executive's adjusted gross income); and to have
          otherwise allowable deductions for federal, state and local income tax
          purposes at least equal to those disallowed because of the inclusion
          of the Gross-Up Payment in Tax Eligible Executive's adjusted gross
          income.

     E.   To the extent practicable, any Gross-Up Payment with respect to any
          Payment shall be paid by the Company at the time Tax Eligible
          Executive is entitled to receive the Payment and in no event will any
          Gross-Up Payment be paid later than thirty (30) days after the receipt
          by Tax Eligible Executive of the Accountant's determination. As a
          result of uncertainty in the application of Section 4999 of the Code
          at the time of the initial determination by the Accountants hereunder,
          it is possible that the Gross-Up Payment made will have been an amount
          less than the Company should have paid pursuant to this Section 14
          (the "Underpayment"). In the event that the Company exhausts its
          remedies pursuant to Section 14 and Tax Eligible Executive is required
          to make a payment of any Excise Tax, the Underpayment shall be
          promptly paid by the Company to or for Tax Eligible Executive's
          benefit.

     F.   Executive shall notify the Company in writing of any claim by the
          Internal Revenue Service that, if successful, would require the
          payment by the Company of the Gross-Up Payment. Such notification
          shall be given as soon as practicable after Executive is informed in
          writing of such claim and shall apprise the Company of the nature of
          such claim and the date on which such claim is requested to be paid.
          Tax Eligible Executive shall not pay such claim prior to the
          expiration of the thirty (30) day period following the date on which
          Tax Eligible Executive gives such notice to the Company (or such
          shorter period ending on the date that any payment of taxes, interest
          and/or penalties with respect to such claim is due). If the Company
          notifies Tax Eligible Executive in writing prior to the

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          expiration of such thirty (30) day period that it desires to contest
          such claim, Tax Eligible Executive shall:

          (i)    give the Company any information reasonably requested by the
                 Company relating to such claim

          (ii)   take such action in connection with contesting such claim as
                 the Company shall reasonably request in writing from time to
                 time, including, without limitation, accepting legal
                 representation with respect to such claim by an attorney
                 reasonably selected by the Company;

          (iii)  cooperate with the Company in good faith in order to
                 effectively contest such claim; and

          (iv)   permit the Company to participate in any proceedings relating
                 to such claims; provided, however, that the Company shall bear
                 and pay directly all costs and expenses (including additional
                 interest and penalties) incurred in connection with such
                 contest and shall indemnify Tax Eligible Executive for, advance
                 expenses to Tax Eligible Executive for, defend Tax Eligible
                 Executive against and hold Tax Eligible Executive harmless
                 from, on an after-tax basis, any Excise Tax or income tax
                 (including interest and penalties with respect thereto) imposed
                 as a result of such representation and payment of all related
                 costs and expenses. Without limiting the foregoing provisions
                 of this Section 14, the Company shall control all proceedings
                 taken in connection with such contest and, at its sole option,
                 may pursue or forego any and all administrative appeals,
                 proceedings, hearings and conferences with the taxing authority
                 in respect of such claim and may, at its sole option, either
                 direct Tax Eligible Executive to pay the tax claimed and sue
                 for a refund or contest the claim in any permissible manner,
                 and Tax Eligible Executive agrees to prosecute such contest to
                 a determination before any administrative tribunal, in a court
                 of initial jurisdiction and in one or more appellate courts, as
                 the Company shall determine; provided, however, that if the
                 Company directs Tax Eligible Executive to pay such claim and
                 sue for a refund, the Company shall advance the amount of such
                 payment to Tax Eligible Executive, on an interest-free basis,
                 and shall indemnify Tax Eligible Executive for, advance
                 expenses to Tax Eligible Executive for, defend Tax Eligible
                 Executive against and hold Tax Eligible Executive harmless
                 from, on an after-tax basis, any Excise Tax or income tax
                 (including interest or income penalties with respect thereto)
                 imposed with respect to such advance or with respect to any
                 imputed income with respect to such advance (including as a
                 result of any forgiveness by the Company of such advance);
                 provided, further, that any extension of the statute of
                 limitations relating to the payment of taxes for the taxable
                 year of Tax Eligible Executive with respect to which such
                 contested amount is claimed to be due is limited solely to such
                 contested amount. Furthermore, the Company's control of the
                 contest shall be limited to issues with respect to

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                 which a Gross-Up Payment would be payable hereunder and Tax
                 Eligible Executive shall be entitled to settle or contest, as
                 the case may be, any other issue raised by the Internal Revenue
                 Service or any other taxing authority.

     IN WITNESS WHEREOF, the Company and the Executive have executed this
Amendment to be effective the date first above written.

EXECUTIVE                               THE COMPANY

                                        VARCO INTERNATIONAL, INC.



/s/ MICHAEL W. SUTHERLIN                By /s/ GEORGE BOYADJIEFF
 Michael W. Sutherlin                      George Boyadjieff
                                           Chairman and Chief Executive Officer

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