Exhibit 4.8

EXECUTION COPY

SETTLEMENT AGREEMENT AND AMENDMENT

SETTLEMENT AGREEMENT AND AMENDMENT (this "Settlement"), dated as of February 9, 2005, between ABB Handels-
und Verwaltungs AG, a company incorporated under the laws of Switzerland ("ABB"), and Vetco Limited (registered number 4765054) (formerly known as
Laradew Limited), a company incorporated under the laws of England and Wales ("Purchaser").

WHEREAS,
ABB and Purchaser entered into a Stock and Asset Purchase Agreement, dated as of January 16, 2004 (as amended, the "Purchase Agreement"; capitalized terms used in this
Settlement and not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement), under which Purchaser agreed to purchase or cause to be purchased from ABB and
certain of its Affiliates the OGP Shares and the Purchased Assets and to assume or cause to be assumed the Assumed Liabilities, in each case at the Closing;

WHEREAS,
the Closing occurred on July 12, 2004;

WHEREAS,
on September 24, 2004, Purchaser delivered to ABB the Purchase Price Documentation pursuant to Section 2.10(a) of the Purchase Agreement;

WHEREAS,
by agreement of the Parties, ABB's time to deliver a Dispute Notice pursuant to Section 2.10(b) of the Purchase Agreement was extended to November 24, 2004;

WHEREAS,
on November 23, 2004, ABB delivered its Dispute Notice to Purchaser pursuant to Section 2.10(b)(ii) of the Purchase Agreement; and

WHEREAS,
ABB and Purchaser have agreed, among other things, to settle all claims relating to the Post-Closing Adjustment pursuant to Section 2.10 of the Purchase
Agreement and certain related matters;

NOW,
THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, ABB and Purchaser hereby agree as follows:



2.Final Effective Date Balance Sheet.The worksheet entitled "Star 1 & 2 BS by Unit!" within the Excel
workbook entitled "ENA June D&T v1.0.xls" (the "ENA Balance Sheet") is hereby deemed to be the Effective Date Balance Sheet for all purposes under the
Purchase Agreement. The ENA Balance Sheet, adjusted to reduce Net Assets by the amount set forth in Section 1(a) of this Settlement (the "Net Asset
Reduction") and to allocate the Net Asset Reduction in the manner agreed between the parties, is hereby deemed to be the Final Effective Date Balance Sheet for all purposes
under the Purchase Agreement. A copy of the Final Effective Date Balance Sheet is attached hereto as Annex 2.

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3.Settlement of Certain Matters.The following items shall be settled as set forth below:



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|(i)    |  | Bonga (Subsea Equipment & Umbilicals)      |  | US$34,480,000 |  
|------ |  | ------------------------------------------ |  | ------------- | -
|(ii)   |  | Corrib Project                             |  | US$2,195,000  |  
|(iii)  |  | ABO Project
(such amount being a gain)     |  | (US$2,069,000 | )
|(iv)   |  | Workover Trees                             |  | US$4,900,000  |  
|(v)    |  | Marlim Manifolds                           |  | US$34,725,000 |  
|(vi)   |  | Caratinga Trees                            |  | US$9,607,000  |  
|(vii)  |  | Petrobras Riser Joints (Gas Fill)          |  | US$86,000     |  
|(viii) |  | 2,500m Horizontal Trees for Roncador Field |  | US$5,377,000  |  

For
the avoidance of doubt, the foregoing amounts shall be the values of "Element [A]" in the formulas specified in Section 9.06(d)(ii) and
(iii) of the Purchase Agreement.



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4.Waiver of Deferred Consideration.ABB hereby waives its right to the Deferred Consideration provided for in
Section 2.04(a) of the Purchase Agreement.

5.Amendments to Section 9.06 of the Purchase Agreement.(a) Section 9.06 of the Purchaser
Agreement is hereby amended as follows:



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6.Section 5.30 of the Purchase Agreement.From and after the date of this Settlement, Purchaser shall
have no further obligation to make any payments to ABB pursuant to Section 5.30 of the Purchase
Agreement;providedthat nothing in this Section 6 shall prejudice the rights or obligations of either Party under Section 9.06 of the
Purchase Agreement.

7.Releases.ABB hereby releases and forever discharges Purchaser, and Purchaser hereby releases and forever
discharges ABB, and their respective directors, officers, employees, predecessors, successors, affiliates, subsidiaries, agents and attorneys and the shareholders of their respective ultimate holding
companies and such holding companies' respective directors, officers, employees, predecessors, successors, affiliates, subsidiaries, agents and attorneys (collectively the
"Releasees") from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties,
controversies, variances, trespasses, damages, judgments, executions, claims and demands whatsoever and howsoever arising, whether in law or in equity, whether known or unknown, contingent or
otherwise, which ABB or Purchaser now has, ever had or hereafter can, shall or may have against Purchaser or ABB, as the case may be, and/or its respective Releasees for, upon or by reason of any
matter, cause or thing arising out of or related to (i) any breach or alleged breach of Section 2.10 of the Purchase Agreement, (ii) any breach or alleged breach of
Section 9.06 of the Purchase Agreement prior to or as at the date hereof, including, in the case of the ABB release, any of the allegations that were asserted by ABB in its Notice of Dispute
pursuant to Section 11.12(b) of the Purchase Agreement dated November 29, 2004.

8.Settlement Effect on Representations and Warranties.No Purchaser Indemnified Party shall be entitled to
assert any Warranty Claim against ABB pursuant to Section 9.03(a)(i) based on facts, events or circumstances that (i) constitute any part of the basis for any accounting entry
made by Purchaser that was rejected by ABB in the Dispute Notice or (ii) constitute any part of the basis for any of the accounting entries included by Purchaser and reflected in the Purchase
Price Documentation and set forth on Annex 7 attached hereto. For the avoidance of doubt, this Section 8 shall only apply to the ability of a Purchaser Indemnified Party to assert any rights
pursuant to Section 9.03(a)(i) of the Purchase Agreement and shall not, inter alia, restrict the ability of a Purchaser Indemnified Party to assert its rights in connection with any
other provision of Section 9.

9.Confidentiality.The Parties agree that neither they nor their counsel shall disclose the existence or terms
of this Settlement to any person or entity, except as required by law or regulation, without the express and prior written consent of all of the Parties. For avoidance of doubt, this Section 9
shall not act to prevent either party from sharing this Settlement with its professional advisers or performing necessary financial reporting in accordance with applicable laws and GAAP.

10.Advice of Counsel.The Parties acknowledge that they have been advised by counsel concerning the contents
and effect of this Settlement, that they understand all of its provisions, and that they are entering into this Settlement knowingly and voluntarily.

11.Authority to Sign.The undersigned persons represent and warrant that they are duly authorized to sign this
Settlement on behalf of the person or entity on whose behalf they are listed as signing and that they have full and proper authority to bind such person or entity to all of the terms herein.

12.Rule of Construction.In the event that an ambiguity or a question of intent or interpretation arises, this
Settlement shall be construed as if drafted jointly by the Parties, and no presumption or

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burden
of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Settlement.

13.Incorporation by Reference.The provisions set forth in Sections 1.02, 11.02, 11.03, 11.04, 11.05, 11.06,
11.07, 11.08, 11.09, 11.11, 11.12, 11.14(a) and 11.15 of the Purchase Agreement shall be incorporated by reference herein as if set forth in full herein.

14.Ratification of Purchase Agreement.Except as expressly amended hereby, all of the terms of the Purchase
Agreement (including the representations and warranties contained in Articles III and IV therein and the indemnities in Article IX) shall remain the same and in full force and effect in
accordance with their terms and the Purchase Agreement, as expressly amended hereby, is hereby ratified and confirmed in all respects.

IN
WITNESS WHEREOF, each of the Parties hereto has caused this Settlement to be executed as of the date first written above by its respective officers thereunto duly authorized.

| |  | ABB HANDELS- UND VERWALTUNGS AG        
| |  | ---------------------------------------
| |  | By                                     
| |  | By                                     
| |  | VETCO LIMITED
(FORMERLY LARADEW LIMITED
| |  | By                                     

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