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                                                                    EXHIBIT 4.17

                                                               EXECUTION VERSION


                          REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement ("Agreement"), dated as of November 16, 2001,
is made by and among Weatherford International, Inc., a Delaware corporation
(the "Company"), and CiDRA Corporation, a Delaware corporation (the initial
"Holder" and, collectively with any of its permitted assignees, the "Holders"),
who hereby agree as follows:

1.       INTRODUCTION

For purposes of this Agreement, the following terms shall have the meanings
ascribed to them below.

         "Agreement"                shall mean this Registration Rights
                                    Agreement, as amended, supplemented or
                                    otherwise modified from time to time;

         "best lawful efforts"      shall mean the efforts that a prudent
                                    business person desirous of achieving a
                                    result would use under similar circumstances
                                    to ensure that such result is achieved as
                                    expeditiously as possible;

         "Common Stock"             means the Company's common stock, par value
                                    $1.00 per share;

         "Exchange Act"             shall mean the United States Securities
                                    Exchange Act of 1934, as amended, or any
                                    successor legislation thereto (including the
                                    rules and regulations promulgated
                                    thereunder);

         "Registrable Securities"   shall mean (a) the Shares and (b) any Common
                                    Stock or other securities of the Company
                                    issued or issuable with respect to any of
                                    the Shares by way of stock dividend or stock
                                    split, or in connection with a combination
                                    of shares, recapitalization, merger,
                                    consolidation or other reorganization or
                                    otherwise. As to any particular Registrable
                                    Securities, such securities shall cease to
                                    be Registrable Securities when (i) such
                                    securities may be sold under Rule 144(k),
                                    (ii) such securities shall have been
                                    transferred, new certificates not bearing a
                                    legend restricting further transfer shall
                                    have been delivered by the Company and
                                    subsequent disposition of them shall not
                                    require registration or qualification of
                                    them under the Securities Act or any state
                                    securities or blue sky law then in force, or
                                    (iii)


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                                      such securities shall have ceased to be
                                      outstanding;

        "Rule 144"                    shall mean Rule 144 promulgated by the SEC
                                      under the Securities Act, or any successor
                                      to such rule;

        "Rule 145"                    shall mean Rule 145 promulgated by the SEC
                                      under the Securities Act, or any successor
                                      to such rule;

        "Rule 158"                    shall mean Rule 158 promulgated by the SEC
                                      under the Securities Act, or any successor
                                      to such rule;

        "Asset Purchase Agreement"    shall mean the Asset Purchase Agreement,
                                      dated October 24, 2001, among the Company
                                      and the Holder;

        "SEC"                         shall mean the United States Securities
                                      and Exchange Commission, or any successor
                                      agency thereto;

        "Securities Act"              shall mean the United States Securities
                                      Act of 1933, as amended, or any successor
                                      legislation thereto (including the rules
                                      and regulations promulgated thereunder);

        "Shares"                      means the Common Stock issued to the
                                      Holder pursuant to the Asset Purchase
                                      Agreement or such Common Stock transferred
                                      by the Holder to a permitted assignee in
                                      accordance with the terms and conditions
                                      of this Agreement.

The words "hereof", "herein" and "hereunder" and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and section, subsection, schedule and
exhibit references are to this Agreement. Capitalized terms used in this
Agreement but not defined herein shall have the meanings ascribed to them in the
Asset Purchase Agreement.

2.      SHELF REGISTRATION

        (a)       On or prior to the date which is two (2) business days
                  (subject to the receipt of information in accordance with
                  Section 2(b) below) after the date of this Agreement, the
                  Company will file a "shelf" registration statement (the "Shelf
                  Registration Statement") on Form S-3 (or other appropriate
                  form) pursuant to Rule 415 under the Securities Act (or any
                  similar rule that may be adopted under that Act) with respect
                  to dispositions of the Registrable Securities for resale in a
                  non-underwritten offering having a period of distribution not
                  to exceed two years


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                  from the date of this Agreement. The Company will use its best
                  lawful efforts to cause the Shelf Registration Statement to be
                  declared effective as promptly as is practicable after such
                  filing and, subject to subsections (c) and (d) below, will use
                  its best lawful efforts to keep the Shelf Registration
                  Statement effective, supplemented and amended to the extent
                  necessary to assure that it is available for sale of the
                  Registrable Securities by the Holders thereof (and public
                  resale of the Registrable Securities covered by the Shelf
                  Registration Statement) and that it conforms with the
                  requirements of this Agreement, the Securities Act, and the
                  policies, rules and regulations of the SEC, in each case
                  during the entire period (the "Shelf Registration Period")
                  beginning on the date such Shelf Registration Statement shall
                  first be declared effective under the Securities Act (the
                  "Shelf Effective Date") and ending on the Termination Date (as
                  defined in Section 6).

         (b)      The Holder shall have furnished, as soon as practicable after
                  the date of the Asset Purchase Agreement but not later than
                  one (1) business day prior to the initial filing of the Shelf
                  Registration Statement, to the Company in writing any of the
                  information specified in Items 507 and 508 of Regulation S-K
                  under the Securities Act, or any other information required by
                  the Securities Act or the Rules of the SEC to be included in
                  the Shelf Registration Statement, and will promptly furnish to
                  the Company any such information upon the Company's request
                  for inclusion in any new prospectus or prospectus supplement
                  or post-effective amendment.

         (c)      If during the Shelf Registration Period, the Company believes
                  that an event or events have occurred which, in the good faith
                  opinion of the Company, require the filing of a new prospectus
                  or prospectus supplement or post-effective amendment in order
                  that the prospectus not contain any misstatement of a material
                  fact or not omit to state a material fact required to be
                  stated therein or necessary to make the statements therein (in
                  the light of the circumstances under which they were made) not
                  misleading (a "Corrective Filing"), the Company shall promptly
                  so notify the Holders in writing (a "Material Event Notice"),
                  and the Company shall prepare and file with the SEC and
                  deliver to the Holders such Corrective Filing, as promptly as
                  practicable but in any event within ten (10) days after the
                  date a Material Event Notice is given, except that the Company
                  may delay such filing for such number of days, not to exceed
                  forty-five (45) days, if the Company determines that (i) the
                  public disclosure of any of the information requiring the
                  Corrective Filing is impractical or would have a material
                  adverse effect on the Company, or (ii) the filing of such
                  Corrective Filing would have a significant disruptive effect
                  on any material transaction then pending; provided that such
                  delay shall not be longer than is reasonably required, in the
                  Company's sole judgment, to avoid such material adverse effect
                  or significant disruptive effect. If any new prospectus or
                  prospectus supplement or post-effective amendment is required
                  in connection with the Shelf Registration Statement other than
                  a Corrective Filing (any such filing, other than a Corrective
                  Filing, is herein called a "Routine Filing"), the Company will
                  so notify the Holders in writing (a "Filing Notice") and shall
                  prepare and file with the SEC and deliver to the Holders such
                  Routine Filing as promptly as practicable but in any event
                  within ten (10) days after the date the Filing Notice is
                  given. The Holders may make sales of


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                  the Registrable Securities under the Shelf Registration
                  Statement during the Shelf Registration Period, but if the
                  Holders have received a Material Event Notice or Filing
                  Notice, sales may not be made from the time such notice is
                  received in accordance with Section 6(i) below until the date
                  on which the Corrective Filing or Routine Filing, as the case
                  may be, has been filed or if the Corrective Filing or Routine
                  Filing is a post-effective amendment, the date the
                  post-effective amendment has become effective under the
                  Securities Act, of which date the Company shall give prompt
                  written notice to the Holders.

         (d)      Notwithstanding anything to the contrary contained in this
                  Section 2, the Company shall be permitted, on written notice
                  to the Holders, to suspend the period of sale or distribution
                  of the Registrable Securities at any time:

                  (i)      during the period beginning ten (10) days prior to
                           the estimated date of filing, and ending on the date
                           twenty (20) days following, the effective date of a
                           registration statement pertaining to an underwritten
                           public offering of securities for the account of the
                           Company; provided, however, that the Company shall
                           have received written advice from the managing
                           underwriter or underwriters that sales of Registrable
                           Securities under the Shelf Registration Statement
                           could reasonably be expected to adversely affect such
                           offering;

                  (ii)     during any period in which the Company is in
                           possession of material non-public information
                           concerning it or its business and affairs, the public
                           disclosure of which, in the good faith judgement of
                           the Company, as certified in a certificate signed by
                           the President or Chief Executive Officer of the
                           Company and furnished to the Holders, would have a
                           material adverse effect on the Company; or

                  (iii)    during any period if the Company is engaged in any
                           material acquisition, transaction or disposition
                           transaction that would, in the good faith judgement
                           of the Company, as certified in a certificate signed
                           by the President or Chief Executive Officer of the
                           Company and furnished to the Holders, be
                           significantly disrupted by a sale or distribution.

         (e)      The Company's filing of a report under the Exchange Act that
                  is incorporated by reference into the prospectus shall be
                  considered to be a Corrective Filing if such filing eliminates
                  the necessity of otherwise making a Corrective Filing.

         (f)      The Company may give such stop transfer instructions as it
                  shall deem reasonably necessary to prevent any sale of
                  Registrable Securities under the Shelf Registration Statement
                  at any time when the Holders are not permitted to make such a
                  sale.

         (g)      In no event shall the aggregate number of days in which delays
                  are imposed in making Corrective Filings under Section 2(c)
                  and/or sales of Registrable Securities are suspended under
                  Section 2(d) exceed forty-five (45) days during any period of
                  three (3) consecutive calendar months.


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3.       REGISTRATION PROCEDURES

         (a)      Subject to Section 2, the Company will use its best lawful
                  efforts to effect the registration of the Registrable
                  Securities pursuant to this Agreement and in so doing will:

                  (i)      prepare and file with the SEC under the Securities
                           Act a registration statement with respect to the
                           Registrable Securities, and use its best lawful
                           efforts to cause such registration statement to
                           become effective and to remain effective as provided
                           herein;

                  (ii)     prepare and file with the SEC such amendments and
                           supplements, if any, to such registration statement
                           and the prospectus used in connection therewith as
                           may be necessary to (A) keep such registration
                           statement effective during the Shelf Registration
                           Period and (B) comply with the provisions of the
                           Securities Act with respect to the disposition of all
                           securities covered by such registration statement in
                           accordance with the intended methods of disposition
                           by the sellers thereof set forth in such registration
                           statement;

                  (iii)    furnish to each Holder such number of copies of such
                           registration statement (including exhibits), each
                           amendment and supplement thereto, the prospectus
                           included in such registration statement (including
                           each preliminary prospectus) as such Holder may
                           reasonably request in order to facilitate the
                           disposition of the Registrable Securities;

                  (iv)     use its best lawful efforts to register or qualify
                           the Registrable Securities under such securities or
                           blue sky laws of such jurisdictions as any Holder
                           reasonably requests and do any and all other acts and
                           things which may be reasonably necessary or advisable
                           to enable such Holder to consummate the disposition
                           in such jurisdictions of the Registrable Securities
                           owned by such Holder, provided that the Company will
                           not be required to (A) qualify generally to do
                           business in any jurisdiction where it would not
                           otherwise be required to qualify but for this
                           subsection, (B) subject itself to taxation in any
                           such jurisdiction or (C) consent to general service
                           of process in any such jurisdiction;

                  (v)      notify each Holder promptly in writing (A) when the
                           Company is informed that such registration statement
                           or any post-effective amendment to such registration
                           statement becomes effective; (B) of any request by
                           the SEC for an amendment or any supplement to such
                           registration statement or any related prospectus; (C)
                           of the issuance by the SEC of any stop order
                           suspending the effectiveness of such registration
                           statement or of any order preventing or suspending
                           the use of any related prospectus or the initiation


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                           or threat of any proceeding for that purpose; (D) of
                           the suspension of the qualification of the
                           Registrable Securities for sale in any jurisdiction
                           or the initiation or threat of a proceeding for that
                           purpose; and (E) at any time when a prospectus
                           relating thereto is required to be delivered under
                           the Securities Act, when it becomes aware of the
                           happening of any event as a result of which the
                           prospectus included in such registration statement
                           (as then in effect) contains any untrue statement of
                           a material fact or omits any fact necessary to make
                           the statements therein not misleading in light of the
                           circumstances then existing, and, as promptly as
                           practicable thereafter (but subject to Sections 2(c)
                           and 2(d));

                  (vi)     upon the occurrence of any event contemplated by
                           Section 3(a)(v)(E) above, prepare in sufficient
                           quantities a supplement or amendment to such
                           prospectus so that, as thereafter delivered to the
                           purchasers of such Registrable Securities, such
                           prospectus will not contain any untrue statement of a
                           material fact or omit to state any fact necessary to
                           make the statements therein not misleading in light
                           of the circumstances then existing;

                  (vii)    subject to the execution of confidentiality
                           agreements in a form reasonably satisfactory to the
                           Company, make reasonably available for inspection by
                           any Holder, the Representative Counsel (as
                           hereinafter defined) and any attorney, accountant or
                           other agent retained by any such Representative
                           Counsel, all financial and other records, pertinent
                           corporate documents and properties of the Company,
                           and cause the Company's officers, directors and
                           employees to supply all information reasonably
                           requested by any such Holder, Representative Counsel,
                           attorney, accountant or agent in connection with such
                           registration statement to the extent such information
                           is reasonably necessary in order for any such party
                           to fulfill its role with respect to the preparation
                           and completion of the registration statement;

                  (viii)   provide the Holders and Representative Counsel a
                           reasonable opportunity to review and comment on any
                           filing to be made in connection with any such
                           registration, other than documents incorporated by
                           reference in such registration statement;

                  (ix)     if at any time the SEC shall issue any stop order
                           suspending the effectiveness of such registration
                           statement, or any securities commission or other
                           regulatory authority shall issue an order suspending
                           the qualification or exemption from qualification of
                           the Registrable Securities under the securities or
                           blue sky laws of any jurisdiction, the Company shall
                           use its commercially reasonable efforts to obtain the
                           withdrawal or lifting of such order at the earliest
                           possible time; and

                  (x)      provide a transfer agent and registrar for all
                           Registrable Securities registered pursuant to this
                           Agreement and a CUSIP number for all such Registrable
                           Securities, in each case not later than the effective
                           date of such registration; and


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                  (xi)     use its commercially reasonable efforts to cause all
                           Registrable Securities to be listed, by the date of
                           the first sale of Registrable Securities pursuant to
                           such registration statement, on The New York Stock
                           Exchange.

         In the case of each registration, qualification or compliance effected
by the Company pursuant to this Agreement, the Company will keep each Holder
advised in writing as to the initiation of each registration, qualification and
compliance and as to the completion thereof.

         (b)      Each Holder agrees that:

                  (i)      upon receipt of any notice from the Company of the
                           happening of any event of the kind described in
                           Section 3(a)(v)(E), such Holder will forthwith
                           discontinue such Holder's disposition of Registrable
                           Securities pursuant to the registration statement
                           covering such Registrable Securities until such
                           Holder's receipt of the copies of the supplemented or
                           amended prospectus contemplated by Section 3(a)(vi);
                           and

                  (ii)     in connection with the preparation and review
                           pursuant to this Agreement of any registration
                           statement or prospectus or any amendments or
                           supplements thereto, the Holders of a majority of the
                           Registrable Securities included in such registration
                           will choose one counsel ("Representative Counsel")
                           who shall represent all of the Holders at their
                           expense and participate in the registration process
                           on their behalf and will coordinate requests by
                           Holders for information from the Company and act as
                           liaison between such Holders or their individual
                           counsel, accountants and agents and the Company.

4.       REGISTRATION EXPENSES

Whether or not any registration pursuant to this Agreement shall become
effective, all expenses incident to the Company's performance of or compliance
with this Agreement, including without limitation all registration and filing
fees, National Association of Securities Dealers' fees, fees and expenses of
compliance with state securities or blue sky laws, printing and engraving
expenses and fees and disbursements of counsel for the Company, the independent
certified public accountants for the Company, underwriters (excluding discounts
and commissions) and other persons retained by the Company (all such expenses
being herein called "Registration Expenses"), will be borne by the Company;
provided, however, that each Holder shall pay (A) any underwriting discounts and
selling commissions applicable to such Registrable Securities sold by such
Holder and (B) such Holder's pro rata share of all fees and disbursements of
counsel for the Holders.

5.       INDEMNIFICATION

         (a)      Indemnification by the Company: The Company agrees to
                  indemnify, with respect to any registration statement filed by
                  it, to the fullest extent permitted by law, each Holder, its
                  officers, directors and agents and each person who controls
                  such Holder (within the meaning of the Securities Act) against
                  all losses, liabilities, damages, fines, costs and expenses
                  (collectively, "Losses") (including,


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                  without limitation, reasonable fees and expenses of legal
                  counsel) resulting from any untrue or alleged untrue statement
                  of a material fact or any omission or alleged omission of a
                  material fact required to be stated in the registration
                  statement, prospectus or preliminary prospectus or any
                  amendment thereof or supplement thereto or necessary to make
                  the statements therein not misleading, except insofar as the
                  same are caused by or contained in any information furnished
                  in writing to the Company by or on behalf of such Holder
                  expressly for use therein.

         (b)      Indemnification by Holders: In connection with any
                  registration statement in which a Holder is participating,
                  each such Holder agrees to indemnify, to the fullest extent
                  permitted by law, the Company, its directors and officers and
                  each person who controls the Company (within the meaning of
                  the Securities Act) against any Losses (including, without
                  limitation, reasonable fees and expenses of legal counsel)
                  resulting from any untrue or alleged untrue statement of a
                  material fact or any omission or alleged omission of a
                  material fact required to be stated in the registration
                  statement, prospectus or preliminary prospectus or any
                  amendment thereof or supplement thereto or necessary to make
                  the statements therein not misleading, to the extent, but only
                  to the extent, that such untrue statement or omission is
                  caused by or contained in any information with respect to such
                  Holder so furnished in writing by such Holder expressly for
                  use therein and the Company does not know, at the time such
                  information is included in the registration statement,
                  prospectus, preliminary prospectus, amendment or supplement,
                  that such information is false or misleading. Notwithstanding
                  the foregoing, the liability of a Holder under this subsection
                  (b) shall be limited to an amount equal to the net proceeds
                  from the sale of the Holder's Registrable Securities.

         (c)      Failure to Deliver Prospectus: A person that would otherwise
                  be entitled to indemnification under subsection (a) or (b) and
                  who was timely furnished a copy of the registration statement
                  or prospectus or preliminary prospectus or any amendments or
                  supplements thereto shall not be so entitled to the extent
                  that the Losses would not have resulted but for such party's
                  failure to deliver timely any of such documents that such
                  party was legally obligated to deliver and, if the indemnified
                  party is a Holder, that pertain to the Shelf Registration
                  Statement.

         (d)      Conduct of Indemnification Proceedings: Promptly after receipt
                  by an indemnified party under subsection (a) or (b) above of
                  notice of the commencement of any action, suit, proceeding,
                  investigation or threat thereof made in writing for which such
                  person will claim indemnification pursuant to this Agreement,
                  such indemnified party shall notify the indemnifying party in
                  writing of the commencement thereof or of such involvement, as
                  the case may be, but the omission to so notify the
                  indemnifying party shall not relieve the indemnifying party
                  from any liability which it may have to any indemnified party
                  under such subsection. In the event that the indemnifying
                  party elects to assume the defense of any action, proceeding
                  or investigation, the indemnified party shall have the right
                  to employ separate counsel and to participate in the defense
                  thereof, but the fees and expenses of such separate counsel
                  shall be at such indemnified party's


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                  expense unless (i) the indemnifying party has agreed to pay
                  such fees and expenses or (ii) the named parties to any such
                  action, proceeding or investigation (including any impleaded
                  parties) include an indemnified party and the indemnifying
                  party, and such indemnified party shall have been advised by
                  counsel that there may be a conflict of interest between such
                  indemnified party and the indemnifying party in the conduct of
                  the defense of such action, in which case, if such indemnified
                  party notifies the indemnifying party, the indemnifying party
                  shall not assume the defense of such an action, proceeding or
                  investigation on such indemnified party's behalf, it being
                  understood, however, that the indemnifying party shall not, in
                  connection with any one such action or proceeding or separate
                  but substantially similar or related actions or proceedings
                  arising out of the same general allegations or circumstances,
                  be liable for the reasonable fees and expenses of more than
                  one separate firm of attorneys at any time for all indemnified
                  parties. The indemnifying party shall promptly pay, upon
                  submission of invoices by the indemnified party, all expenses
                  incurred by the indemnified party for which indemnification is
                  provided, which payment shall be made to the person who
                  submitted the invoice or, if the indemnified party submits
                  evidence (reasonably satisfactory to the indemnifying party)
                  that the indemnified party has paid such invoice, then to the
                  indemnified party. The indemnifying party shall not be
                  required to indemnify the indemnified party with respect to
                  any amounts paid in settlement of any action, proceeding or
                  investigation entered into without the written consent of the
                  indemnifying party, which written consent shall not be
                  unreasonably withheld. No settlement of any action, proceeding
                  or investigation involving any relief other than monetary
                  payments (including without limitation injunctive relief or
                  civil or criminal sanctions) shall be entered into without the
                  written consent of both the indemnifying party and the
                  indemnified party, with the right to provide or withhold such
                  consent to be at each such party's sole discretion. No
                  indemnifying party, in the defense of any such action,
                  proceeding or investigation, shall, except with the written
                  consent of the indemnified party, consent to entry of any
                  judgment or enter into any settlement which does not include
                  as an unconditional term thereof a giving by the claimant or
                  plaintiff to such indemnified party of a release from all
                  liability in respect to the subject mater of such action,
                  proceeding or investigation.

         (e)      Contribution: If the indemnification provided for in this
                  Section 5 is unavailable for reasons other than the express
                  provisions of this Agreement, then each indemnifying party
                  shall contribute to the amount paid or payable by such
                  indemnified party as a result of such Losses (or actions in
                  respect thereof) in such proportion as is appropriate to
                  reflect the relative fault of the indemnifying party on the
                  one hand and of the indemnified party on the other in
                  connection with the statements or omissions which resulted in
                  such Loss and any other relevant equitable considerations. The
                  relative fault of the indemnifying party and of the
                  indemnified party shall be determined by reference to, among
                  other things, whether the untrue or alleged untrue statement
                  of a material fact or the omission to the state a material
                  fact relates to information supplied by the indemnifying party
                  or by the indemnified party and the parties' relative intent,
                  knowledge, access to information and opportunity to correct or
                  prevent such statement or omission. The amount paid or payable
                  by an indemnified party as a result of the


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                  Losses (or actions in respect thereof) referred to above in
                  this subsection (e) shall be deemed to include any legal or
                  other expenses reasonably incurred by such indemnified party
                  in connection with investigating or defending any such action
                  or claim. The parties hereto agree that it would not be just
                  and equitable if contribution pursuant to this Section 5 were
                  determined by pro rata allocation or by any other method of
                  allocation which does not take account of the equitable
                  considerations referred to in the preceding sentences of this
                  Section 5(e). No person guilty of fraudulent misrepresentation
                  (within the meaning of Section 11 (f) of the Securities Act)
                  shall be entitled to contribution from any person who was not
                  guilty of such fraudulent misrepresentation. If
                  indemnification is available under this Section 5, the
                  indemnifying parties shall indemnify each indemnified party to
                  the full extent provided in Sections 5(a) and (b) without
                  regard to the relative fault of said indemnifying party or
                  indemnified party or any other equitable consideration
                  provided for in this Section 5(e).

         (f)      Notwithstanding any other provision of this Section 5, no
                  Holder shall be required to contribute any amount or make any
                  payments under this Agreement which in the aggregate exceed
                  the net proceeds from the sale of such Holder's Registrable
                  Securities.

6.       MISCELLANEOUS

         (a)      Termination: This Agreement and all rights, obligations and
                  restrictions hereunder with respect to any Registrable
                  Securities (except for the indemnification rights provided in
                  Section 5 hereof which shall survive forever) will terminate
                  (the "Termination Date") on the earliest to occur of (1) the
                  two-year anniversary date of this Agreement, or (2) the date
                  on which all of the Registrable Securities have ceased to be
                  Registrable Securities pursuant to the definition of
                  Registrable Securities contained in Section 1 of this
                  Agreement.

         (b)      Waivers: Except as otherwise provided herein, the Company may
                  not take any action herein prohibited, or omit to perform any
                  act herein required to be performed by it, unless the Company
                  has obtained the prior written consent of the Holders of all
                  Registrable Securities.

         (c)      Amendments: Except as otherwise provided herein, this
                  Agreement may be amended only with the written consent of the
                  Company and the Holders of all Registrable Securities.

         (d)      Subsequent Holders of Registrable Securities: In the event the
                  initial Holder distributes in accordance with applicable law
                  all or any portion of its Shares to its shareholders, the
                  initial Holder may assign its rights under this Agreement to
                  such persons, provided each such assignee agrees, in writing,
                  to be bound by this Agreement. Upon such transfer, each such
                  assignee or assignees shall be deemed a Holder for purposes of
                  this Agreement.

         (e)      Severability: Whenever possible, each provision of this
                  Agreement will be interpreted in such manner as to be
                  effective and valid under applicable law, but if


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                  any provision of this Agreement is held to be prohibited by or
                  invalid under applicable law, such provision will be
                  ineffective only to the extent of such prohibition or
                  invalidity, without invalidating the remainder of this
                  Agreement.

         (f)      Counterparts: This Agreement may be executed simultaneously in
                  two or more counterparts, any one of which need not contain
                  the signatures of more than one party, but all counterparts
                  taken together will constitute one and the same Agreement.

         (g)      Descriptive Headings: The descriptive headings of this
                  Agreement are inserted for convenience only and do not
                  constitute a part of this Agreement.

         (h)      Governing Law: All questions concerning the construction,
                  validity and interpretation of this Agreement and the exhibits
                  and schedules hereto will be governed by the internal law, and
                  not the law of conflicts, of the State of New York.

         (i)      Notices: Unless otherwise provided herein, all notices,
                  demands or other communications to be given or delivered under
                  or by reason of the provisions of this Agreement will be in
                  writing and will be deemed to have been received (1) on the
                  date delivered personally to the recipient, (2) on the fifth
                  day after being mailed by certified or registered mail, return
                  receipt requested and postage prepaid to the recipient, or (3)
                  on the date sent by facsimile to the recipient provided that
                  the sender receives notice or confirmation of error-free
                  delivery of such fax. Such notices, demands and other
                  communications will be sent to each of the Holders at their
                  respective addresses and facsimile numbers set forth on the
                  signature pages to this Agreement or as provided by the
                  Holders to the Company from time to time, and to the Company
                  at the address and facsimile number indicated below:

         If to the Company:

                  Weatherford International, Inc.
                  515 Post Oak Blvd., Suite 600
                  Houston, Texas  77027
                  Telephone:  (713) 693-4178
                  Telecopy:    (713) 693-4484
                  Attention:  Burt M. Martin, Vice President - Law

         with a copy to:

                  Andrews & Kurth L.L.P.
                  600 Travis, Suite 4200
                  Houston, Texas  77002
                  Telephone:  (713) 220-4200
                  Telecopy:    (713) 220-4285
                  Attention:  Robert V. Jewell


                                      -11-
<PAGE>


or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

         (j)      Benefit of Agreement: No person not a party to this Agreement
                  shall have rights under this Agreement as third party
                  beneficiary or otherwise.

         (k)      Entire Agreement: This Agreement is the entire agreement
                  between the Company, on the one hand, and the Holders, on the
                  other hand, with respect to registration by the Company of
                  Registrable Securities.

         (l)      Aircraft Carrier Release: The parties recognize that
                  fundamental changes in the SEC's registration procedures may
                  be made by adoption of the SEC's Aircraft Carrier Release in
                  its current or any revised form. Should that occur, or should
                  such changes otherwise occur, the parties will amend this
                  Agreement in a reasonable manner so as to approximate as
                  closely as possible the same access of the Holders to the
                  public markets for their Registrable Securities without
                  materially increasing any burden to the Company of providing
                  that access.

         (m)      Guarantee: All obligations of the Company under this Agreement
                  are guaranteed by the Company.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -12-
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.


                                   WEATHERFORD INTERNATIONAL, INC.



                                   By: /s/ Burt M. Martin
                                                         -----------------------
                                   Name: Burt M. Martin
                                                       -------------------------
                                   Title: Vice President - Law
                                                              ------------------

                                   CIDRA CORPORATION



                                   By: /s/ F. Kevin Didden
                                                          ----------------------
                                   Name: F. Kevin Didden
                                                        ------------------------
                                   Title: President and CEO
                                                           ---------------------

                                   Address:

                                   50 Barnes Park North
                                   Wallingford, CT  06492
                                   Telephone: (203) 265-0035
                                   Telecopy:  (203) 294-4211
                                   Attention: Michael Grillo
                                              Vice President and General Counsel


                                      -13-