<PAGE>   1
                                                                    EXHIBIT 10.1




                             SHAREHOLDERS' AGREEMENT

                                  by and among

                              SCHLUMBERGER LIMITED,

                            BAKER HUGHES INCORPORATED

                                       and

                            THE OTHER PARTIES LISTED

                                     ON THE

                             SIGNATURE PAGES HERETO


                        Effective as of November 30, 2000


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
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                                                                           Page

<S>                                                                        <C>
ARTICLE I SHAREHOLDERS REPRESENTATIVES COMMITTEE..............................2
     SECTION 1.1.  Shareholders Representatives...............................2
     SECTION 1.2.  Actions Requiring Presentation to the Shareholders
                   Representatives Committee..................................3
     SECTION 1.3.  Actions Requiring a Special Vote of the Representatives....3
     SECTION 1.4.  Appointments to Governing Bodies...........................7
     SECTION 1.5.  Indemnification............................................7
     SECTION 1.6.  US EmployCo................................................8

ARTICLE II GENERAL PROVISIONS.................................................8
     SECTION 2.1.  Amendment..................................................8
     SECTION 2.2.  Notices....................................................8
     SECTION 2.3.  Validity..................................................11
     SECTION 2.4.  Survival of Rights........................................11
     SECTION 2.5.  Governing Law.............................................11
     SECTION 2.6.  Waiver....................................................11
     SECTION 2.7.  Remedies in Equity........................................12
     SECTION 2.8.  Terminology...............................................12
     SECTION 2.9.  Counterparts..............................................12
     SECTION 2.10. Further Assurances........................................12
</TABLE>


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                             SHAREHOLDERS' AGREEMENT


         This SHAREHOLDERS' AGREEMENT (this "AGREEMENT") dated as of November
30, 2000, is entered into by and between Schlumberger Limited, a Netherlands
company ("SLB"), Schlumberger Technology Corporation, a Texas corporation
("STC"), Schlumberger Plc, a United Kingdom limited liability company ("SPLC"),
Schlumberger B.V., a Netherlands limited liability company ("SLBV"),
Schlumberger Oilfield Holdings Limited, an International Business Company of the
British Virgin Islands ("SOHL"), Baker Hughes Incorporated, a Delaware
corporation ("BHI"), Western Atlas International, Inc., a Delaware corporation
("WAII"), Baker Hughes (UK) Limited, an English company ("BHL"), Baker Hughes
International Branches Incorporated, a Delaware corporation ("BHIB"), and
Western Sea Holdings Limited, a Cayman Islands company ("WSHL" and, together
with STC, SPLC, SLBV, SOHL, WAII, BHL and BHIB, the "SHAREHOLDERS").

                                    RECITALS

         WHEREAS, SLB and BHI own, directly or through various subsidiaries, the
Shareholders; and

         WHEREAS, STC and WAII own 70% and 30% ownership interests,
respectively, in GECO Holdings L.L.C., a Delaware limited liability company ("US
VENTURE ENTITY"); and

         WHEREAS, SPLC and BHL own 70% and 30% ownership interests,
respectively, in GECO-PRAKLA (UK) Limited, a United Kingdom company ("UK VENTURE
ENTITY"); and

         WHEREAS, SLBV and BHIB own 70% and 30% ownership interests,
respectively, in Delft Geophysical B.V., a Netherlands company ("DUTCH VENTURE
ENTITY"); and

         WHEREAS, SOHL and WSHL own 70% and 30% ownership interests,
respectively, in Schlumberger Seismic Holdings Limited, an International
Business Company of the British Virgin Islands ("BVI VENTURE ENTITY" and,
together with US Venture Entity, UK Venture Entity and Dutch Venture Entity, the
"VENTURE ENTITIES"); and

         WHEREAS, STC and WAII own 70% and 30% ownership interests,
respectively, in GECO Resources, Inc., a Delaware corporation ("US EMPLOYCO");
and

         WHEREAS, the parties believe that it is in their best interests to
provide for, among other things, a Shareholders Representatives Committee with
respect to the Venture Entities and US EmployCo;

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
<PAGE>   4

                                   ARTICLE I
                     SHAREHOLDERS REPRESENTATIVES COMMITTEE

SECTION 1.1. Shareholders Representatives.

         (a) Each of SLB and BHI shall appoint two senior representatives (the
"REPRESENTATIVES") to serve on a Shareholders Representatives Committee (the
"COMMITTEE"), to discuss the overall policies, procedures and directions of the
Venture Entities and US EmployCo in accordance with the provisions of this
Agreement. In connection therewith, the parties agree to cause the Venture
Entities and US EmployCo to effect the decisions made by the Committee.

         (b) One of the Representatives appointed by SLB shall be designated by
SLB to serve as the Chairman of the Committee (the "CHAIRMAN"). The Chairman
shall preside at all meetings of the Committee and shall do and perform such
other duties as from time to time may be assigned to him by the Committee. The
Chairman may not be removed as Chairman except by the request of SLB, which may
appoint a successor Chairman. To facilitate the orderly conduct of meetings of
the Committee, the Chairman shall preside at such meetings, and in his absence
the other Representative appointed by SLB shall preside.

         (c) Except as otherwise provided, the Committee shall act at meetings
thereof duly convened and held as provided in this Agreement. Except as
otherwise provided in Section 1.1(h), a quorum shall exist for the transaction
of business by the Committee if at least one Representative of each of SLB and
BHI is present. The Representatives shall vote according to the ownership
percentages of their respective appointees, such that the Representatives
appointed by SLB, individually and collectively, shall have a 70% vote and the
Representatives appointed by BHI, individually and collectively, shall have a
30% vote. Except as otherwise provided in Section 1.3, the vote of a majority of
the ownership percentages of SLB and BHI shall constitute the act of the
Committee.

         (d) The Representatives may participate in a meeting thereof by means
of conference telephone or similar communications equipment allowing all
participants to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.

         (e) Any action required or permitted by this Agreement to be taken at a
meeting of the Committee may be taken if the requisite number of Representatives
consent in writing to the taking of such action.

         (f) The Committee may hold meetings, both regular and special, in any
agreed upon location.

         (g) Regular meetings of the Committee may be held without notice at
such time and at such place as shall from time to time be determined by
unanimous consent of the Representatives, but no less frequently than twice each
calendar year.

         (h) Special meetings of the Committee may be called by any
Representative on seven days' notice to the other Representatives in accordance
with Section 2.2. A Representative may waive notice of a meeting either before
or after a meeting. Any Representative attending a


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meeting, unless he attends for the specific purpose of objecting to the
transaction of any business at the meeting because he in good faith believes
that the meeting has not been properly called or convened, shall be deemed to
have received proper notice. Notwithstanding anything to the contrary contained
in this Agreement, if (i) (A) an SLB-appointed Representative provides at least
30 days' notice to the BHI-appointed Representatives with respect to the calling
of a special meeting or (B) a regular meeting is convened at its usually
scheduled date, time and place and (ii) at least one SLB-appointed
Representative is present at such meeting, a quorum shall be deemed to exist
regardless of whether one or both of the BHI-appointed Representatives are
absent from such meeting.

         (i) A Representative may only be removed or replaced by the party that
appointed him.

         (j) Any Representative may (i) designate an alternate person to
represent him as a Representative at a meeting of the Committee and for all
purposes incidental thereto or (ii) give the other Representative appointed by
the same party (or an alternate designated by either such Representative) his or
her written proxy to vote at any meeting. Any Representative represented by
proxy at a meeting shall be deemed to be in attendance for quorum purposes.

SECTION 1.2. Actions Requiring Presentation to the Shareholders Representatives
Committee.

         The following matters shall be presented to the Committee for its
approval:

         (a) Any matter that would require the special vote required under
Section 1.3;

         (b) The rolling three-year annual Venture (as defined below) business
plan and forecasts and any quarterly updates of the same;

         (c) The incurrence, assumption or guarantee by a Venture Entity of
Indebtedness (as defined below) in excess of US$50 million in any single
transaction or series of related transactions; and

         (d) Appointment or removal of the President of the Venture.

SECTION 1.3. Actions Requiring a Special Vote of the Representatives.

         Notwithstanding Section 1.1(c), none of the following actions shall be
taken unless approved by at least one Representative of each of SLB and BHI, and
any such action so approved shall constitute the act or action of the Committee
with respect thereto:

         (a) Approval of new members to the Venture, or transfers of SLB's or
BHI's interest in the Venture, except, in each case, pursuant to the transfer
provisions in Article XI of the Master Formation Agreement dated as of September
6, 2000 by and among SLB, BHI and the Other Parties Listed on the Signature
Pages Thereto;

         (b) issuance of additional equity interests in a Venture Entity or US
EmployCo or any of their respective subsidiaries;


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         (c) the approval of

                  (i)      (A) any aggregate deviations of greater than 15% from
                           the Venture's annual capital expenditures, including,
                           without limitation, acquisitions of businesses,
                           product lines and technology, set forth in its annual
                           business plan, (B) annual capital expenditures,
                           including, without limitation, acquisitions of
                           businesses, product lines and technology, in any such
                           plan in excess of 20% of annual plan revenues
                           (excluding, in each case, expenditures to acquire
                           speculative, non-exclusive proprietary or multiclient
                           seismic data) and (C) annual expenditures in excess
                           of 30% of annual business plan revenues in any
                           financial plan year on acquisition of speculative,
                           non-exclusive or multiclient seismic data;

                  (ii)     a Venture Entity's annual expenditures on research
                           and development expenses in excess of 5.0% of the
                           Venture's annual plan revenues;

                  (iii)    a Venture Entity's annual expenditures on general and
                           administrative expenses in relation to SLB and
                           Oilfield Services Headquarters corporate support in
                           excess of 1% of the Venture's annual plan revenues.

                  (iv)     a Venture Entity's expenditures in excess of US$5
                           million on any one contract between such Venture
                           Entity or any of its Affiliates, on the one hand, and
                           SLB, BHI or any of their respective Affiliates, on
                           the other hand, as well as the underlying contract;
                           provided that for this purpose if a contract is
                           reasonably likely to exceed this threshold even
                           though its value at the time of determining whether a
                           vote of the Representatives should be taken is less
                           than this threshold, the contract shall be treated as
                           having exceeded this threshold;

                  (v)      initiation, settlement or dismissal of lawsuits or
                           arbitral proceedings by or against a Venture Entity
                           or its subsidiaries (other than lawsuits involving
                           SLB, BHI or any of their respective Affiliates) where
                           the amount in controversy or settlement amount
                           exceeds US$25 million or where the rights of SLB or
                           BHI in the Venture Entity's technology for use
                           outside of the scope of the Venture Entity under the
                           licenses granted to that party are affected;
                           provided, that the Venture Entity or its Affiliates
                           may take any action necessary to preserve its rights
                           in a lawsuit or proceeding if time does not
                           practicably allow consultation with SLB and BHI to
                           obtain approval;

         (d) approval of

                  (i)      business, product line, asset or technology
                           dispositions whereby a Venture Entity receives in
                           consideration of the disposition US$30 million or
                           more; or


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                  (ii)     the contribution of assets by a Venture Entity to an
                           entity jointly owned by the Venture Entity and one or
                           more third parties where the value of the
                           contribution of assets by the Venture Entity is US$30
                           million or more;

         (e) change in the scope or purpose of a Venture Entity or US EmployCo;

         (f) approval of distributions or dividends by a Venture Entity or US
EmployCo;

         (g) approval of

                  (i)      a Venture Entity's incurrence, assumption or
                           guarantee of Indebtedness in the aggregate in excess
                           of the greater of US$150 million or 10% of the
                           Venture's net worth (excluding any debt contributed
                           by either SLB or BHI at the creation of the Venture
                           Entity) as reflected on the most recent combined
                           financial statements of the Venture;

                  (ii)     a Venture Entity's incurrence, assumption or
                           guarantee of Indebtedness in any one transaction or
                           series of related transactions of US$100 million
                           (including through the establishment of committed or
                           uncommitted credit facilities) or more or the
                           creation of any Lien to secure the same;

         (h) approval of capital calls by a Venture Entity or US EmployCo;

         (i) amendments to the organizational documents of a Venture Entity or
US EmployCo;

         (j) approval of

                  (i)      the liquidation or dissolution of a Venture Entity or
                           US EmployCo; or

                  (ii)     any merger, consolidation or reorganization of a
                           Venture Entity or US EmployCo or any of their
                           respective subsidiaries (except for mergers,
                           consolidations or reorganizations of subsidiaries of
                           a Venture Entity or US EmployCo with other
                           subsidiaries of a Venture Entity or US EmployCo or
                           with a Venture Entity or US EmployCo when the Venture
                           Entity or US EmployCo is the surviving entity);

         (k) the filing by a Venture Entity or US EmployCo or any of their
respective subsidiaries for protection from creditors under the applicable law
of bankruptcy or reorganization for debtors or the making of an assignment for
the benefit of creditors;

         (l) any write-off or write-down of the value of any assets of a Venture
Entity or US EmployCo, or any non-recurring charge, in each case, in excess of
US$20 million on a pre-tax basis;

         (m) any change in the independent auditors of a Venture Entity or US
EmployCo, or the adoption of or material change in any accounting policies of a
Venture Entity or US EmployCo;


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<PAGE>   8


         (n) the determination of compensation of Executive Officers of a
Venture Entity or US EmployCo; and

         (o) the adoption of or material change to a Venture Entity's or US
EmployCo's corporate policies.

"AFFILIATE" means any entity that directly or indirectly controls, is controlled
by, or is under common control with, any other entity. For the purposes of this
definition, "CONTROL" means the power to direct the management and affairs of an
entity or to vote 50% or more of the securities or other equity interests having
ordinary voting power with respect to an entity. For this purpose, a Venture
Entity, US EmployCo and their respective subsidiaries shall not be Affiliates of
any Shareholder.

"EXECUTIVE OFFICERS" means the senior management of the Venture.

"GUARANTEE" by any Person means any obligation, contingent or otherwise, of such
Person directly or indirectly guaranteeing any Indebtedness or other obligation
of any other Person or, in any manner, providing for the payment of any
Indebtedness or other obligation of any other Person or otherwise protecting the
holder of such Indebtedness or other obligation against loss (whether arising by
virtue of partnership arrangements, by obtaining letters of credit, by agreement
to keep-well, to purchase assets, goods, securities or services, or to
take-or-pay or otherwise), provided that the term "GUARANTEE" shall not include
endorsements for collection or deposit in the ordinary course of business.

"INDEBTEDNESS" of any Person means, without duplication, (a) all obligations of
such Person for borrowed money or with respect to deposits or advances of any
kind, (b) all obligations of such Person evidenced by bonds, debentures, notes
or similar instruments, (c) all obligations of such Person upon which interest
charges are customarily paid, (d) all obligations of such Person under
conditional sale or other title retention agreements relating to property or
assets purchased by such Person, (e) all obligations of such Person issued or
assumed as the deferred purchase price of property or services (excluding trade
accounts payable, trade advertising and accrued obligations), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all capital lease obligations of such Person, (i)
all obligations of such Person in respect of interest rate protection
agreements, foreign currency exchange agreements or other interest or exchange
rate hedging arrangements and (j) all obligations of such Person as an account
party in respect of letters of credit and bankers' acceptances. The Indebtedness
of any Person shall include the Indebtedness of any partnership in which such
Person is a general partner, other than to the extent that the instrument or
agreement evidencing such Indebtedness expressly limits the liability of such
Person in respect thereof.

"LIEN" means any mortgage, pledge, security interest, encumbrance, lien, claim,
irregularity, burden or defect.


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"PERSON" means any corporation, limited liability company, individual, joint
stock company, joint venture, partnership, unincorporated association,
governmental authority or other entity.

"VENTURE" means the overall business relationship constituting a venture
contemplated by SLB and BHI and unless the context otherwise requires to the
contrary, the term "VENTURE" includes one or more of the Venture Entities, US
EmployCo or all of them on a consolidated basis.

SECTION 1.4. Appointments to Governing Bodies.

         The governing bodies of the Venture Entities and US EmployCo shall be
comprised of three members, two of which shall be appointed by SLB and one of
which shall be appointed by BHI.

SECTION 1.5. Indemnification.

         (a) The Venture Entities and US EmployCo shall, jointly and severally,
indemnify each Representative (each an "INDEMNIFIED PERSON") made or threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a Representative, or is or was serving at the
written request of a Venture Entity or US EmployCo as a director, officer,
employee or agent of another corporation, limited liability company,
partnership, joint venture, trust or other enterprise, against any and all
claims, demands, losses, damages, fines, penalties (including interest),
liabilities, lawsuits and other proceedings, judgments and awards, and costs and
expenses (including but not limited to reasonable attorneys' fees)
(collectively, "DAMAGES") actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith, within the scope
of his duties and in a manner he reasonably believed to be in or not opposed to
the best interests of the Venture Entities and US EmployCo, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; provided, however, that no indemnification shall be given
to any Representative in connection with any (i) intentional misconduct or
knowing violation of the law, (ii) transaction from which an improper benefit is
received or (iii) knowing and intentional misrepresentations by that person as
to the scope of his authority to bind the Venture Entities and US EmployCo. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the Indemnified Person did not act in good
faith, within the scope of his duties and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Venture Entities
and US EmployCo, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.

         (b) Any indemnification under paragraph (a) (unless ordered by a court,
in which case indemnification will be provided in accordance with such order)
shall be made by the Venture Entities or US EmployCo only as authorized in the
specific case upon a determination by the Committee that indemnification is
proper in the circumstances because the Indemnified Person has met the
applicable standard of conduct set forth in paragraph (a).

         (c) Expenses incurred by any such Indemnified Person in defending a
civil or criminal action, suit or proceeding may be paid by the Venture Entities
or US EmployCo in


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advance of the final disposition of such action, suit or proceeding as
authorized by the Venture Entities or US EmployCo in the specific case upon
receipt of a formal undertaking by or on behalf of such Indemnified Person to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the Venture Entities or US EmployCo as authorized herein.

         (d) The indemnification provided by this Section 1.5 shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any agreement of the Venture Entities or US EmployCo and shall
continue as to an Indemnified Person who has ceased to be a Representative and
shall inure to the benefit of the heirs, executors and administrators of such an
Indemnified Person.

         (e) The Venture Entities and US EmployCo shall have the power to
purchase and maintain insurance consistent with these indemnity provisions on
behalf of any person who is or was a Representative or is or was serving at the
request of a Venture Entity or US EmployCo as a director, officer, manager,
employee or agent of another corporation, limited liability company,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such.

         (f) For purposes of this Section 1.5, references to "OTHER ENTERPRISES"
shall include employee benefit plans; references to "FINES" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "SERVING AT THE REQUEST OF A VENTURE ENTITY" shall include any
service as a Representative which imposes duties on, or involves services by,
such Representative with respect to an employee benefit plan, its participants,
or beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "NOT
OPPOSED TO THE BEST INTERESTS OF THE VENTURE ENTITIES AND US EMPLOYCO" as
referred to in this Section 1.5.

SECTION 1.6. US EmployCo. If SLB or BHI (or any of their respective Affiliates)
shall acquire the interest of the other in the Venture Entities such that SLB or
BHI then owns 100% of the Venture, directly or indirectly, STC and BHI, or their
respective Affiliates, for so long as they are shareholders of US EmployCo,
shall cause US EmployCo to continue to provide services to the US Venture Entity
on the same terms as such services are being provided at the time of that
acquisition.

                                   ARTICLE II
                               GENERAL PROVISIONS

SECTION 2.1. Amendment.

         This Agreement may not be amended, altered or modified except by
agreement of the Shareholders.

SECTION 2.2. Notices.

         2.2.1. Addresses. All notices under this Agreement shall be in writing
and shall be delivered by personal service; certified or registered U.S. mail,
postage prepaid, return receipt


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<PAGE>   11


requested; nationally recognized overnight courier, courier charges prepaid; or
facsimile transmission (followed by telephone confirmation of receipt) to
Schlumberger, Baker Hughes and to the Shareholders at the addresses herein set
forth and to the Representatives at the addresses therefor previously provided
to the notifying party or, if no such address is provided, to the appointing
party thereof.

         The addresses for notices are as follows:

                    If to Schlumberger, at:

                    Schlumberger Limited
                    277 Park Avenue
                    New York, New York 10172-2066
                    Facsimile: 212.350.8127
                    Attention: General Counsel

                    If to STC, at:

                    Schlumberger Technology Corporation
                    300 Schlumberger Drive
                    Sugar Land, Texas 77478
                    Attention: President

                    If to SPLC, at:

                    Schlumberger Plc
                    8th Floor, South Quay Plaza 2
                    183 Marsh Wall
                    London E14 95H, United Kingdom
                    Attention: President

                    If to SLBV, at:

                    Schlumberger B.V.
                    Parkstraat 83-89
                    2514 JG
                    The Hague, The Netherlands
                    Attention: President


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                    If to SOHL, at:

                    Schlumberger Oilfield Holdings Limited
                    c/o HWR Services
                    Craigmuir Chambers
                    P.O. Box 71
                    Road Town, Tortola, British Virgin Islands
                    Attention: President

                    If to Baker Hughes, at:

                    Baker Hughes Incorporated
                    3900 Essex Lane
                    Houston, Texas 77027
                    Facsimile: 713.439.8472
                    Attention: General Counsel

                    If to WAII, at:

                    Western Atlas International, Inc.
                    3900 Essex Lane
                    Houston, Texas 77027
                    Facsimile: 713.439.8472
                    Attention: General Counsel

                    If to BHL, at:

                    Baker Hughes (UK) Limited
                    3900 Essex Lane
                    Houston, Texas 77027
                    Facsimile: 713.439.8472
                    Attention: General Counsel

                    If to BHIB, at:

                    Baker Hughes International Branches Incorporated
                    3900 Essex Lane
                    Houston, Texas 77027
                    Facsimile: 713.439.8472
                    Attention: General Counsel

                    If to WSHL, at:

                    Western Sea Holdings Limited
                    3900 Essex Lane
                    Houston, Texas 77027
                    Facsimile: 713.439.8472
                    Attention: General Counsel


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<PAGE>   13


         2.2.2. Effective Date of Notices, etc. All notices, demands and
requests shall 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, in each case to the appropriate address set
forth in Section 2.2.1 above. Rejection or other refusal to accept or the
inability to deliver because of changed address of which no notice was given as
provided in Section 2.2.3 shall be deemed to be receipt of the notice, demand or
request sent.

         2.2.3. Changes. By giving the other parties or Representatives, as
applicable, at least 30 days' written notice thereof, the parties or
Representatives and their respective permitted successors and assigns shall 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 shall have the right to
specify as its address for notices any other address.

SECTION 2.3. Validity.

         In the event that any provision of this Agreement shall be held to be
invalid or unenforceable, the same shall not affect in any respect whatsoever
the validity or enforceability of the remainder of this Agreement.

SECTION 2.4. Survival of Rights.

         Except as provided herein to the contrary, this Agreement shall be
binding upon and inure to the benefit of the parties and their permitted
successors and assigns.

SECTION 2.5. Governing Law.

         This Agreement and the rights and liabilities of the parties shall be
governed by and construed in accordance with the laws of the State of Texas,
United States of America.

SECTION 2.6. Waiver.

         No consent or waiver, express or implied, by a party to or of any
breach or default by any other party in the performance by such other party of
its obligations hereunder shall 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 any other party or
to declare any other party in default, irrespective of how long such failure
continues, shall not constitute a waiver by such party of its rights hereunder.
The giving of consent by a party in any one instance shall not limit or waive
the necessity to obtain such party's consent in any future instance.


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<PAGE>   14


SECTION 2.7. Remedies in Equity.

         The rights and remedies of any party hereunder shall not be mutually
exclusive, and the exercise of one or more rights or remedies shall not preclude
the exercise of any other rights or remedies. Each of the parties confirms that
damages at law will be an inadequate remedy for a breach or threatened breach of
this Agreement and agrees that, except as expressly provided to the contrary in
this Agreement, in the event of a breach or threatened breach of any provision
hereof, the respective rights and obligations hereunder shall be enforceable by
specific performance, injunction or other equitable remedy, but nothing herein
contained is intended to, nor shall it, limit or affect any rights at law or by
statute or otherwise of any party aggrieved as against another for a breach or
threatened breach of any provision hereof, it being the intention by this
Section 2.7 to make clear the agreement of the parties that the respective
rights and obligations of the parties hereunder, except as expressly provided to
the contrary herein, shall be enforceable in equity as well as at law or
otherwise.

SECTION 2.8. Terminology.

         All personal pronouns used in this Agreement, whether used in the
masculine, feminine, or neuter gender, shall include all other genders; and the
singular shall include the plural and vice versa. Titles of Articles and
Sections are for convenience only, and neither limit nor amplify the provisions
of this Agreement itself. The term "PARTIES" shall mean SLB, BHI and the
Shareholders and the term "PARTY" shall mean any one of them.

SECTION 2.9. Counterparts.

         This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which shall constitute one
and the same agreement.

SECTION 2.10. Further Assurances.

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



                     [THIS SPACE INTENTIONALLY LEFT BLANK.]




                                      -12-
<PAGE>   15


IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above set forth.

                                Schlumberger Limited

                                By: /s/ Robert Villard
                                    --------------------------------------------
                                    Robert Villard
                                    Attorney-in-Fact


                                Schlumberger Technology Corporation

                                By: /s/ John Yearwood
                                    --------------------------------------------
                                    John Yearwood
                                    Attorney-in-Fact


                                Schlumberger Plc

                                By: /s/ Robert Villard
                                    --------------------------------------------
                                    Robert Villard
                                    Attorney-in-Fact


                                Schlumberger B.V.

                                By: /s/ Robert Villard
                                    --------------------------------------------
                                    Robert Villard
                                    Attorney-in-Fact


                                Schlumberger Oilfield Holdings Limited

                                By: /s/ Robert Villard
                                    --------------------------------------------
                                    Robert Villard
                                    Attorney-in-Fact


<PAGE>   16


                                Baker Hughes Incorporated

                                By: /s/ John H. Lohman, Jr.
                                    --------------------------------------------
                                    John H. Lohman, Jr.
                                    Vice President


                                Western Atlas International, Inc.

                                By: /s/ Peter J. Woolley
                                    --------------------------------------------
                                    Peter J. Woolley
                                    Vice President


                                Baker Hughes (UK) Limited

                                By: /s/ Peter J. Woolley
                                    --------------------------------------------
                                    Peter J. Woolley
                                    Director


                                Baker Hughes International Branches Incorporated

                                By: /s/ Gavin Sinclair
                                    --------------------------------------------
                                    Gavin Sinclair
                                    Vice President


                                Western Sea Holdings Limited

                                By: /s/ Peter J. Woolley
                                    --------------------------------------------
                                    Peter J. Woolley
                                    President