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                                                                    EXHIBIT 10.2

                         [Bank of Scotland Letterhead]


                                                              18th November 1999


TERM LOAN

The Bank is pleased to offer a facility to the undernoted Borrower on the
following terms and conditions ("this Offer"):

1.    MAIN FINANCIAL PROVISIONS

      1.1    Name and Address of each Borrower:

                    Dril-Quip (Europe) Ltd (Company No. 81748) incorporated
                    under the Companies Acts and having its Registered Office at
                    18 Golden Square, Aberdeen, AB10 1HA.

             Where there is more than one Borrower any reference to "the
             Borrower" shall mean and include each of the above and their
             obligations and liabilities under this facility shall be joint
             and several.

      1.2    Amount of facility:  (Pounds)3,000,000

      1.3    Period of facility: 120 months from the date of the drawing under
             the facility.

      1.4    An Arrangement Fee of (Pounds)7,000 is payable on acceptance of
             this Offer and will be debited to the Servicing Account unless
             otherwise agreed.

      1.5    The Servicing Account is Account Number 00361710 with the Bank. The
             Borrower must ensure that at all times there are sufficient funds
             available in the Servicing Account to pay the amounts debited under
             this Offer as soon as those amounts are debited.

      1.6    Interest will be calculated by the Bank on a day-to-day basis on
             the outstanding balance of the facility owing to the Bank. Interest
             accruing will be debited to the Servicing Account on the last
             business day of each month. The interest rate will be 1% per annum
             over the Bank's Base Rate, as fluctuating from time to time.

      1.7    The Bank's Base Rate at the date of this Offer is 5.5% per annum.
             Changes are notified in national newspapers and all the Bank's
             Branches.

      1.8    The amount drawn under the facility must be repaid as follows:

             Number of repayments:  120

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             Amount each repayment:  (Pounds)25,000.00

             Repayments will be debited to the Servicing Account at intervals
             of one month commencing one month after the date of the drawing
             under the facility.

2.    USE OF FACILITY

      The facility may be used only for capital costs relative to the
      development of a Base in Norway.

      Where the facility is to be used for the purchase of an asset (or assets)
      or property then any proceeds of sale of such asset (or assets) or
      property shall be paid to the Bank in reduction or repayment of the
      facility.

3.    EARLY REPAYMENT OF THE FACILITY

      3.1    The facility may be repaid earlier than as specified in paragraph
             1.8 of this Offer provided repayment takes place on the last
             business day of a calendar month and the Borrower shall give at
             lest 30 days' prior notice to the Bank.

      3.2    If only part of the facility is repaid early the Borrower shall
             ensure that the repayments required under this Offer shall continue
             to be paid until all sums due under this Offer have been paid.

      3.3    Any sums repaid early may not be redrawn.

      3.4    This paragraph also applies where a Borrower is required to repay
             part of the facility early because an asset purchased by using the
             facility has been sold.

4.    FINANCIAL INFORMATION

      Throughout the period the facility is available (including any extension
      of the facility) the Borrower must provide the Bank with the following
      financial information:

      Annual financial statements for the Company and the US parent, within four
      months after the end of the financial year to which they relate;

5.    EVENTS OF DEFAULT

      5.1    The Bank may declare that an event of default has occurred upon or
             at any time after the happening of any of the following events:

             (a) if the Borrower fails to pay any sum on the due date for
                 payment under this Offer or any other sum due and payable to
                 the Bank;

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             (b) if a petition is presented or an order is made or resolution is
                 passed for the bankruptcy, sequestration, winding-up or
                 administration of the Borrower or (in Scotland) the appointment
                 of a judicial factor to the Borrower;

             (c) if any diligence, distress, execution, sequestration or other
                 legal process is levied or enforced or sued out against any of
                 the assets of the Borrower;

             (d) if any person takes possession of, or a receiver is appointed
                 over, the whole or any part of the assets of the Borrower;

             (e) if the Borrower ceases or suspends payment of sums due or is
                 unable to pay debts as they fall due or is deemed unable to pay
                 sums due or is deemed apparently insolvent under insolvency
                 legislation;

             (f) if any of the events specified in clauses (a) to (e) inclusive
                 above happen in regard to a Guarantor of the Borrower; or

             (g) if the Borrower is a limited company and control of the
                 Borrower passes to any person without the Bank's prior consent
                 which, consent will not be withheld unreasonably.

      5.2    If the Bank declares that an event of default has occurred the Bank
             may at (or at any time after) the time of making the declaration:

             (a) cancel the facility; and/or

             (b) demand immediate payment of the sums outstanding (in which case
                 the sums outstanding shall become immediately due and payable
                 by the Borrower) or declare that the sums outstanding shall
                 become due and payable on demand; and/or

             (c) elect that interest at the default rate (being 2% over the rate
                 specified in this Offer) will apply in which case interest
                 under the facility will become payable at that rate before or
                 after any court decree or judgment; and/or

             (d) change an administration fee to compensate it for the
                 additional time spent in administering the facility.

6.    GENERAL ADMINISTRATIVE PROVISIONS

      6.1    The Bank can withdraw this Offer at any time prior to acceptance.
             However, unless it is withdrawn, this Offer is open for acceptance
             which must reach the Bank within one calendar month of the date of
             this offer. If this Offer, duly signed, is not received by the Bank
             within that period then, unless the Bank agrees otherwise, this
             Offer shall lapse.

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      6.2    If the term loan remains undrawn three months from the date of this
             Offer (or such longer period as the Bank may agree) then it shall
             automatically cease to be available.

      6.3    A statement of the sums outstanding at any time and/or charges due
             to the Bank at any time, duly certified by a Bank authorised
             official, shall (except where the Bank has made an obvious error)
             be final and conclusive.

      6.4    No delay by the Bank in exercising any right, power or privilege
             under this Offer shall prevent the Bank from exercising it at a
             later date and the Bank can exercise any of the powers conferred on
             more than one occasion.

      6.5    Unless the Bank otherwise agrees in this Offer, this Offer will be
             governed by the law of the country in which the branch of the Bank
             specified in this Offer is situated and the courts of that country
             will have jurisdiction in relation to any matter relating to this
             Offer.

      6.6    Any notice from the Bank shall be effectively given if sent by post
             to the Registered Office/place of business/residence of the
             addressee last known to the Bank. Any notice shall be deemed to
             have been given and received forty eight hours after being sent by
             first class post.

      6.7    The Borrower shall reimburse the Bank for all legal fees and
             expenses relating to this Offer and any security that may be
             required.

7.    ADDITIONAL CONDITIONS

      None

8.    SECURITY

      *    The following security ALREADY HELD by the Bank shall be available as
           security for the amounts owing to the Bank under this Offer (as well
           as for any other amounts covered by that security):

           Standard Security over 4.6 acre site, Stoneywood Park, Dyce, Aberdeen

           Standard Security over office, workshop and yard on a 5.5 acre site
           at Stoneywood Park, Dyce, Aberdeen

           Any security WHICH MAY SUBSEQUENTLY BE HELD by the Bank shall be
           available to secure the amounts owing to the Bank under this Offer
           and all other sums due to the Bank, to the full extent that the terms
           of such security permit.

           A charge of (Pounds)nil will be made to cover the Bank's security
           administration costs and will be debited on acceptance of this Offer.
           This is in addition to any costs and expenses charged by any firm of
           solicitors employed by the Bank to complete the documentation and
           procedures for the above security requirements which will be paid by
           the Borrower.

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9.    EMU COMPLIANCE

      If the introduction of, changeover to or operation of a single or unified
      European currency results in:

      (1)  the currency in which the facility is provided changing or being
           replaced or the Bank (in its reasonable opinion) requiring to amend
           either this facility letter or the security held by the Bank due to
           changes in price sources for any European Union member state national
           currency or the ECU or market conventions relating to the calculation
           of interest; and/or

      (2)  the Bank incurring an additional or increased cost in relation to its
           providing the facility;

      then the Borrower agrees that in the case of (1) above, it will permit the
      facility letter and/or the security held by the Bank to be amended to the
      extent necessary (in the Bank's reasonable opinion) to reflect those
      changed circumstances and in the case of (2) above, to indemnify the Bank
      in respect of that additional or increased cost.

10.   TIME LIMIT FOR ACCEPTANCE OF OFFER

      To accept this Offer, each Borrower named in paragraph 1.1. should please
      sign below where indicated, and the completed Offer should be returned to
      the Bank at the above address within one calendar month from the date of
      this Offer. A duplicate of this Offer is enclosed for the Borrower to
      keep.


   /s/                                        Date of Offer:  18th November 1999
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For and on behalf of the Bank

We accept the above Offer.


AS WITH ANY LEGALLY BINDING AGREEMENT WE RECOMMEND THAT YOU CONSULT YOUR
SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT PROFESSIONAL ADVISER BEFORE ACCEPTING
THIS OFFER.


Signed for and on behalf of Dril-Quip (Europe) Ltd:


/s/ J. Mike Walker           Director
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/s/ Gary D. Smith            Director/Secretary
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23-Nov-99                    Date
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