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                                                                    EXHIBIT 10.3



                         TRANSITION SERVICES AGREEMENT

         This Transition Services Agreement (this "Agreement") is entered into
as of April __, 2000, between Weatherford International, Inc., a Delaware
corporation ("Weatherford"), and Grant Prideco, Inc., a Delaware corporation, on
behalf of itself and each of its Affiliates (collectively, "Grant Prideco").

                               W I T N E S S E T H

         WHEREAS, Weatherford and Grant Prideco are parties to the Distribution
Agreement and other related agreements; and

         WHEREAS, Weatherford and Grant Prideco desire for Weatherford and its
Affiliates to provide certain services to Grant Prideco;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Weatherford and Grant Prideco, each on behalf of itself and its
Affiliates, hereby covenant and agree as follows:


                                   ARTICLE 1
                                   DEFINITIONS

         All capitalized terms or other defined terms used but not defined in
this Agreement are used in this Agreement with the following meanings:

         "AFFILIATE" means, with respect to Weatherford or Grant Prideco, any
Person, that directly or indirectly, is in control of, is controlled by,
controls or is under common control of Weatherford or Grant Prideco, as the case
may be. For purposes of this definition, control shall include the ownership of
50% or more of the legal or beneficial interest in any Person or the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise. A
Person who is an Affiliate shall only be considered an Affiliate for so long as
that Person meets the definition of an Affiliate. An officer, director, general
partner, managing member or trustee of a Person or Affiliate of such Person
shall not be considered to be an Affiliate unless such Person is under the
direct or indirect control or common control of Weatherford or Grant Prideco, as
the case may be. For purposes of clarity, neither Weatherford nor Grant Prideco
shall be considered to be an Affiliate of the other, nor shall National Oilwell,
Grey Wolf Inc. or any other company in which a director or officer of
Weatherford is also a director, officer or shareholder be considered an
Affiliate of Weatherford unless Weatherford itself controls such company.

         "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
other day on which commercial banks in Houston, Texas are authorized or required
to close.

         "CLOSING DATE" shall mean the effective date of the Distribution
Agreement or such other date as the parties shall agree to in writing.




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                                   ARTICLE 1
                                   DEFINITIONS

         All capitalized terms or other defined terms used but not defined in
this Agreement are used in this Agreement with the following meanings:

         "AFFILIATE" means, with respect to Weatherford or Grant Prideco, any
Person, that directly or indirectly, is in control of, is controlled by,
controls or is under common control of Weatherford or Grant Prideco, as the case
may be. For purposes of this definition, control shall include the ownership of
50% or more of the legal or beneficial interest in any Person or the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise. A
Person who is an Affiliate shall only be considered an Affiliate for so long as
that Person meets the definition of an Affiliate. An officer, director, general
partner, managing member or trustee of a Person or Affiliate of such Person
shall not be considered to be an Affiliate unless such Person is under the
direct or indirect control or common control of Weatherford or Grant Prideco, as
the case may be. For purposes of clarity, neither Weatherford nor Grant Prideco
shall be considered to be an Affiliate of the other, nor shall National Oilwell,
Grey Wolf Inc. or any other company in which a director or officer of
Weatherford is also a director, officer or shareholder be considered an
Affiliate of Weatherford unless Weatherford itself controls such company.

         "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
other day on which commercial banks in Houston, Texas are authorized or required
to close.

         "CLOSING DATE" shall mean the effective date of the Distribution
Agreement or such other date as the parties shall agree to in writing.


<PAGE>   3


         "DISTRIBUTION AGREEMENT" shall mean that certain Distribution Agreement
dated as of April __, 2000, by and between Weatherford and Grant Prideco, as the
same may be amended or otherwise modified from time to time pursuant to the
terms thereof.

         "GOVERNMENTAL AUTHORITY" shall mean any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "PERSON" shall mean an individual, partnership, corporation, business
trust, limited liability company, limited liability partnership, joint stock
company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.

                                   ARTICLE II
                              WEATHERFORD SERVICES

         2.1      SERVICES. Weatherford agrees to provide, or cause its
Affiliates to provide, the services described below to Grant Prideco:

                  (a)      Treasury Services. Weatherford will provide, or cause
to be provided, the treasury services set forth on ANNEX A (the "Treasury
Services"). Weatherford will allocate to Grant Prideco a proportional amount of
the costs and expenses of Weatherford's Treasury Department to the extent they
relate to matters associated with the Treasury Services. Grant Prideco agrees to
pay Weatherford for such proportional amount and for all additional costs, fees,
expenses, penalties, taxes and interest incurred by Weatherford relating to the
provision of the Treasury Services.

                  (b)      Insurance and Risk Management Services. Weatherford
will provide, or cause to be provided, the insurance and risk management
services set forth on ANNEX B (the "Insurance and Risk Management Services").
Weatherford will allocate to Grant Prideco a proportional amount of the costs
and expenses of Weatherford's Risk Management Department to the extent they
relate to matters associated with the Insurance and Risk Management Services.
Grant Prideco agrees to pay Weatherford for such proportional amount and for all
additional costs, fees, expenses, penalties, taxes and interest incurred by
Weatherford relating to the provision of the Insurance and Risk Management
Services. Grant Prideco shall be solely responsible for, and shall reimburse
Weatherford for, the amount of any retentions, deductibles or any other payments
for any claims relating to Grant Prideco.

                  (c)      Tax Services. Weatherford will provide general tax
supervision and oversight and assistance relating to the tax accounting of Grant
Prideco, including assistance with the preparation and filing of the state,
federal and foreign tax returns and assistance with the maintenance of tax
records (collectively, the "Tax Services"). Weatherford will allocate to Grant
Prideco a proportional amount of the costs and expenses of Weatherford's Tax
Department to the extent they relate to matters associated with the Tax
Services, including the costs of the preparation and filing of state, federal
and foreign tax returns. Grant Prideco agrees to pay Weatherford for such
proportional amount and for all additional costs, fees, expenses, penalties,
taxes and interest incurred by Weatherford relating to the provision of the Tax
Services.



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                  (d)      Management Information Systems Services. Weatherford
will provide the management information system services set forth on ANNEX C
(the "MIS Services"). Weatherford will allocate to Grant Prideco a proportional
amount of the costs and expenses of Weatherford's MIS Department to the extent
they relate to matters associated with the MIS Services. Grant Prideco agrees to
pay Weatherford for such proportional amount and for all additional costs, fees,
expenses, penalties, taxes and interest incurred by Weatherford relating to the
provision of the MIS Services.

                  (e)      Accounting Services. Weatherford will make its
Accounting Department available to Grant Prideco on a reasonable basis (the
"Accounting Services", and, collectively with the Treasury Services, the
Insurance and Risk Management Services, the Legal Services, the Tax Services and
the MIS Services, the "Services"). Weatherford will allocate to Grant Prideco a
proportional amount of the costs and expenses of Weatherford's Accounting
Department to the extent they relate to matters associated with the Accounting
Services. Grant Prideco agrees to pay Weatherford for such proportional amount
and for all additional costs, fees and expenses incurred by Weatherford relating
to the provision of the Accounting Services.

         2.2      Early Termination of Services. With respect to any Service
(or portion thereof) that Grant Prideco no longer requires Weatherford (or its
Affiliates) to perform, Grant Prideco shall promptly notify Weatherford that
such Service (or portion thereof) is no longer required, and 30 Business Days
following receipt by Weatherford of such notice, such Service (or portion
thereof) will no longer be provided by Weatherford (or its Affiliates) under
this Agreement and Weatherford will have no further obligation with respect
thereto.

         2.3      Management Fee and Reimbursement. Weatherford will prepare and
submit to Grant Prideco a monthly statement of account and invoice setting forth
in reasonable detail the amounts owed by Grant Prideco for the Services pursuant
to this Agreement for the immediately preceding month and the method and basis
of their calculation. In consideration for Weatherford's agreement to provide
and administer the Services under this Agreement, Grant Prideco also agrees to
pay to Weatherford a management fee equal to 10% of the total amount of the
proportional amount of the costs and expenses of the various Weatherford
departments allocated to Grant Prideco. Such management fee shall be added to
each monthly statement of account and invoice sent to Grant Prideco. Grant
Prideco agrees to pay to Weatherford, by wire transfer in immediately available
U.S. funds, all amounts owed and due under this Agreement within 30 days of
receipt of such monthly statement of account and invoice. Interest at the rate
of 10% per annum, compounded monthly, will accrue and will be payable with
respect to any amounts due and not paid by Grant Prideco until such amounts, and
any interest thereon, have been paid.

         2.4      Adjustments. All costs, expenses and fees associated with the
Services are subject to change and adjustment based upon changes in
Weatherford's internal cost structure and the cost of outside services utilized
by Weatherford.

         2.5      Term and Termination. Subject to the provisions of Section 2.2
hereof, the term of this Agreement shall commence on the Closing Date and shall
continue until, and terminate on, the first anniversary following the Closing
Date. The termination of this Agreement shall not release (i) either party from
its liability to the other party under this Agreement arising from a



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breach of this Agreement, (ii) either party from its rights and obligations
under Article III or (iii) Grant Prideco from its payment obligations under
Sections 2.1 and 2.3.

                                  ARTICLE III
           ALLOCATION OF LIABILITY; RELATIONSHIP; DELEGATION OF DUTY

         3.1      WAIVER AND INDEMNIFICATION. GRANT PRIDECO HEREBY WAIVES ANY
AND ALL CLAIMS AGAINST WEATHERFORD, ITS AFFILIATES AND THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (THE "WEATHERFORD PARTIES") FOR
DAMAGES RESULTING FROM PERFORMANCE OF, ERROR OR DELAY IN PERFORMANCE, ATTEMPTING
TO PERFORM OR FAILING TO PERFORM, ANY RESPONSIBILITIES HEREUNDER, OR ANY DAMAGES
OF ANY KIND RELATED THERETO, INCLUDING CLAIMS ARISING AS A RESULT OF THE EXPRESS
NEGLIGENCE OF SUCH PERSONS UNLESS SUCH DAMAGES RESULTED FROM THE WILLFUL
MISCONDUCT OF SUCH PERSONS. FURTHER, GRANT PRIDECO HEREBY AGREES TO DEFEND,
INDEMNIFY AND HOLD THE WEATHERFORD PARTIES HARMLESS FROM AND AGAINST ANY AND ALL
CLAIMS, DAMAGES, CAUSES OF ACTION AND LEGAL LIABILITIES ARISING OUT OF, IN
CONNECTION WITH, OR AS AN INCIDENT TO, THIS AGREEMENT OR ANY ACT OR OMISSION IN
THE PERFORMANCE BY SUCH PERSONS OF THEIR RESPONSIBILITIES HEREUNDER, INCLUDING
DAMAGES, CAUSES OF ACTION AND LEGAL LIABILITIES ARISING AS A RESULT OF THE
NEGLIGENCE OF SUCH PERSONS, UNLESS SUCH DAMAGES RESULTED FROM THE WILLFUL
MISCONDUCT OF SUCH PERSONS SEEKING INDEMNIFICATION.

         3.2      LIMITATION ON WARRANTIES AND CONSEQUENTIAL DAMAGES. NONE OF
THE WEATHERFORD PARTIES MAKES ANY WARRANTIES OR REPRESENTATIONS REGARDING
SERVICES PROVIDED PURSUANT TO THIS AGREEMENT OTHER THAN THOSE EXPRESSED IN THIS
AGREEMENT AND NONE OF THE WEATHERFORD PARTIES MAKES ANY EXPRESS OR IMPLIED
WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. SUCH
SERVICES ARE FURNISHED ON AN "AS IS" BASIS, AND NONE OF THE WEATHERFORD PARTIES
ASSUMES ANY RESPONSIBILITY FOR ANY DAMAGE OR LOSS (INCLUDING, WITHOUT
LIMITATION, ANY CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES OR LOST PROFITS)
ARISING OUT OF, RESULTING FROM OR CAUSED BY SERVICES FURNISHED.

         3.3      EXPRESS NEGLIGENCE. THE INDEMNITIES SET FORTH IN THIS ARTICLE
III ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE
EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING TEXAS' EXPRESS NEGLIGENCE RULE
OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES
BECAUSE OF THE SIMPLE OR GROSS NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR
PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF ANY OF THE WEATHERFORD PARTIES.



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         3.4      INDEPENDENT CONTRACTOR. UNLESS OTHERWISE AGREED BY THE PARTIES
WITH RESPECT TO LEGAL SERVICES, IN PERFORMING THE SERVICES HEREUNDER, GRANT
PRIDECO AND WEATHERFORD ACKNOWLEDGE AND AGREE THAT THE WEATHERFORD PARTIES AND
THEIR REPRESENTATIVES SHALL BE CONSIDERED INDEPENDENT CONTRACTORS WITH RESPECT
TO GRANT PRIDECO AND SHALL UNDER NO CIRCUMSTANCES BE DEEMED TO BE EMPLOYEES,
AGENTS, PARTNERS OR JOINT VENTURERS OF GRANT PRIDECO. ADDITIONALLY, WEATHERFORD
SHALL HAVE THE AUTHORITY AND RESPONSIBILITY TO SELECT THE MEANS, MANNER AND
METHOD OF PERFORMING THE SERVICES REQUIRED TO BE CAUSED TO BE PERFORMED BY IT
HEREUNDER.

         3.5      Delegation of Duty. In the performance of their respective
obligations under this Agreement, Weatherford and its Affiliates may act
directly or through agents, counsel (in-house or outside) or other persons, may
delegate the performance of functions and may consult with agents, counsel
(in-house or outside) and other persons. None of Weatherford or any of its
Affiliates will be liable for the default or misconduct of any persons employed,
consulted or engaged thereby. Weatherford and its Affiliates will be entitled to
conclusively rely for all purposes upon any notice, document, correspondence,
request or directive received by it from Grant Prideco, or any officer or
director of Grant Prideco, and shall not be obligated to inquire (a) as to the
authority or power of any person executing or presenting any such notice,
document, correspondence, request or directive, or (b) as to the truthfulness of
any statements set forth therein.

                                   ARTICLE IV
                                 MISCELLANEOUS

         4.1      Audit Right. Upon reasonable prior written request, Grant
Prideco shall have the right to audit Weatherford's calculations, and schedules
thereto, of the costs and expenses for the services provided hereunder. Upon the
request of Grant Prideco, Weatherford shall provide Grant Prideco with copies of
invoices relating to any third party costs and expenses relating to the
Services.

         4.2      Complete Agreement; Amendment. This Agreement, including the
Annexes and other writings referred to herein or delivered pursuant hereto,
constitutes the entire agreement between Weatherford and Grant Prideco with
respect to the subject matter hereof and supersedes all other agreements,
representations, warranties, statements, promises and understandings, whether
oral or written, with respect to the subject matter hereof. This Agreement may
not be amended, altered or modified except by a writing signed by duly
authorized officers of Weatherford and Grant Prideco.

         4.3      NOTICES. All notices under this Agreement must be in writing
and delivered by personal service; certified or registered mail, postage
prepaid, return receipt requested; nationally-recognized overnight courier,
courier charges prepaid; or facsimile transmission



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(followed by telephone confirmation of receipt), to Weatherford or Grant
Prideco, as applicable, at the addresses herein set forth.

                  The addresses for notices are as follows:

                           Weatherford International, Inc.
                           515 Post Oak Boulevard, Suite 600
                           Houston, Texas  77027
                           Attention:    General Counsel
                           Facsimile:    (713) 693-4484
                           Confirm:      (713) 693-4102

                           Grant Prideco, Inc.
                           1450 Lake Robbins Dr., Suite 600
                           The Woodlands, Texas  77380
                           Attention:    President
                           Facsimile:    (281) 297-8569
                           Confirm:      (281) 297-8500

                           With a copy to:

                           Fulbright & Jaworski L.L.P.
                           1301 McKinney, Suite 5100
                           Houston, Texas  77010-3095
                           Attention:    Charles L. Strauss
                           Facsimile:    (713) 651-5246
                           Confirm:      (713) 651-5535

All notices, demands and requests will be effective upon actual receipt or, in
the case of delivery by facsimile transmission, the completion of such
transmission during the normal business hours of the recipient. Rejection or
other refusal to accept or the inability to deliver because of changed address
of which no notice was given as provided herein will be deemed to be receipt of
the notice, demand or request sent. By giving to the other party at least 10
Business Days' written notice thereof, a party and its respective permitted
successors and permitted assigns will have the right from time to time and at
any time during the term of this Agreement to change their respective addresses
for notices and each will have the right to specify as its address for notices
any other address within the United States of America.

         4.4      SEVERABILITY. Any provision hereof that is prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render unenforceable such provision in any
other jurisdiction.

         4.5      ASSIGNMENT; OTHER BENEFITS. This Agreement will be binding
upon and inure to the benefit of and be enforceable by the parties hereto and
their respective successors and



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permitted assigns. Neither party to this Agreement may assign its rights under
this Agreement without the prior written consent of the other party; provided,
however, Weatherford may assign any of its rights and obligations under this
Agreement to any Weatherford Affiliate, of which Weatherford beneficially owns
or controls at least 50% of the equity or other interests of such Affiliate,
without the consent of Grant Prideco.

         4.6      GOVERNING LAW. This Agreement will be governed by, and
construed in accordance with, the internal laws of the State of Texas, without
reference to or the application of the rules of conflicts of laws set forth in
such laws.

         4.7      WAIVER. No consent or waiver, express or implied, by a party
hereto to or of any breach or default by the other party hereto in the
performance by such other party of its obligations hereunder will be deemed or
construed to be a consent or waiver to or of any other breach or default in the
performance by such other party of the same or any other obligations of such
other party hereunder. Failure on the part of a party to complain of any act or
failure to act of the other party or to declare the other party in default,
irrespective of how long such failure continues, will not constitute a waiver by
such party of its rights hereunder. The giving of consent by a party in any one
instance will not limit or waive the necessity to obtain such party's consent in
any future instance.

         4.8      TERMINOLOGY. All personal pronouns used in this Agreement,
whether used in the masculine, feminine or neuter gender, will include all other
genders; and the singular will include the plural and vice versa. The headings
of the Articles and Sections of this Agreement are included for convenience only
and will not be deemed to constitute part of this Agreement or to affect the
construction hereof or thereof.

         4.9      FORCE MAJEURE. Except for the obligation of Grant Prideco to
make payments hereunder when due and the indemnification obligations arising
hereunder, neither party shall be liable for delays in performance or for
non-performance, directly occasioned or caused by Force Majeure. Force Majeure
means any event beyond the reasonable control of the party claiming to be
affected thereby, including, without limitation, acts of God, storms, floods,
war, fire, strikes, lockouts or differences with workers, acts of the public
enemy, insurrections, riots or rules or regulations of any Governmental
Authority asserting jurisdiction or control, compliance with which makes
continuance of operations impossible. Inability of either party to secure funds
shall not be regarded as Force Majeure. Upon the occurrence of Force Majeure,
the party affected shall give prompt notice thereof to the other party and
shall, at its cost and expense, do all things reasonable to remove or mitigate
its effect.

         4.10     COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will for all purposes be deemed an original, but all
of which together will constitute one and the same agreement.

         4.11     FURTHER ASSURANCES. Each party hereto agrees to do all acts
and things and to make, execute and deliver such written instruments, as will
from time to time be reasonably required to carry out the terms and provisions
of this Agreement.



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         4.12     ARBITRATION. The parties hereto agree that any claim arising
out of or related to this Agreement shall be governed by the dispute resolution,
arbitration and choice of forum provisions set forth in Section 8.3 of the
Distribution Agreement.





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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth in the introduction to this Agreement.

                               WEATHERFORD INTERNATIONAL, INC.



                               By:
                                   -------------------------------------------
                                               Curtis W. Huff
                                   Executive Vice President, Chief Financial
                                    Officer,  General Counsel and Secretary


                               GRANT PRIDECO, INC.



                               By:
                                  --------------------------------------------
                                                  John C. Coble
                                                   President



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                                                                         ANNEX A

                                TREASURY SERVICES

Letters of Credit

Weatherford Treasury will continue to maintain certain letters of credit that
are outstanding as of the date of this Agreement, a list of which is attached
hereto. As such letters of credit are required to be renewed, Grant Prideco
shall be required to cause replacement letters of credit to be issued; provided,
however, if the circumstances under which the letters of credit were initially
issued prohibit Weatherford or Grant Prideco from having a replacement letter of
credit issued, Weatherford shall cause such letters of credit to be renewed at
Grant Prideco's sole expense. Grant Prideco also shall cause there to be issued
to Weatherford within 90 days following the Closing Date a letter of credit from
a financial institution acceptable to Weatherford backing up any liability that
Weatherford may have with respect to any letter of credit issued by Weatherford
or any of its affiliates for Grant Prideco or any of its affiliates.

Guarantees

There are certain guarantees outstanding as of the date of this Agreement, a
list of which is attached hereto. As such leases with underlying guarantees are
required to be renewed, Grant Prideco shall be required to cause a replacement
guarantee to be issued, except for the SGD 6,500,000 line of credit in the name
of Grant Prideco (Singapore) Pte. Ltd. with Standard Chartered Bank, in which
Weatherford will release its guarantee not sooner than 60 days following the
Closing Date.

Miscellaneous

Other miscellaneous treasury services historically provided by Weatherford on
behalf of Grant Prideco that may be reasonably requested by Grant Prideco and
not unduly burdensome on Weatherford.


                                      A-1

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                                                                         ANNEX B

                     INSURANCE AND RISK MANAGEMENT SERVICES

Medical Insurance

Weatherford will continue to administer all medical claims relating to employees
of Grant Prideco that are for periods prior to the Closing Date and that are
covered under Weatherford's existing medical insurance program. All losses,
costs, fees and expenses relating to such claims, including the costs of
extending any of such coverage, and Weatherford's administration thereof shall
be the sole responsibility of Grant Prideco.

Risk Management

1.       Weatherford will continue to administer all claims relating to Grant
Prideco that are for periods prior to the Closing Date and that are covered
under Weatherford's existing insurance program. All losses, costs, fees and
expenses relating to such claims and Weatherford's administration thereof shall
be the sole responsibility of Grant Prideco.

2.       Grant Prideco also will be responsible for any shortfalls under the
current Weatherford insurance allocation method. Under such method, all
Weatherford entities receive an allocation based on their actual exposures and
historical loss experience. The insurance allocation represents the cost of the
actual insurance premiums and an estimate of losses that fall within
Weatherford's self-insured retentions and deductibles (Workers Compensation,
Auto Liability, Property and General Liability).

Actual insurance premiums are allocated on a pro-rata basis based on each unit's
percentage of total revenue, payroll, auto counts and property values. For
example, if a particular unit has 10% of all vehicles, the unit will pay 10% of
the auto liability premium. Estimated losses for a particular unit are allocated
on a formula basis outlined below:

         1.       Through a modeling process, losses are estimated for the
insurance year that will fall within Weatherford's deductibles and self-insured
retentions.

         2.       Total Weatherford losses are calculated for the prior
three-year period.

         3.       Each unit's losses are calculated for the same three-year
period (limited to $100,000 per loss).

         4.       Each unit's losses are calculated as a percentage of the total
three-year loss totals.

         5.       Each unit's percentage of losses is then applied against the
estimated losses establishing the unit's loss allocation for the coming
insurance year.



                                      B-1
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Miscellaneous

Other miscellaneous insurance and risk management services historically provided
by Weatherford on behalf of Grant Prideco that may be reasonably requested by
Grant Prideco and not unduly burdensome on Weatherford.

                                      B-2
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                                                                         ANNEX C

                     MANAGEMENT INFORMATION SYSTEMS SERVICES

Miscellaneous management information systems services historically provided by
Weatherford on behalf of Grant Prideco that may be reasonably requested by Grant
Prideco and not unduly burdensome on Weatherford.

Participation by Grant Prideco employees in software and other information
system training offered in the ordinary course to Weatherford's employees and
its affiliates' employees.

Network access in foreign locations where such access is being provided as of
the date of this Agreement and Grant Prideco has not yet obtained its own
independent network capability.


                                      C-1