EXCHANGE AND REGISTRATION RIGHTS AGREEMENT







                          Dated as of December 4, 2000







                                      among







                              Grant Prideco, Inc.,







               The Guarantors from time to time party hereto, and







            Lehman Brothers Inc., on behalf of the Initial Purchasers















{PAGE}   2







                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT



                  This Exchange and Registration Rights Agreement (this

"Agreement") is made and entered into as of December 4, 2000 by and among Grant

Prideco, Inc., a Delaware corporation (the "Company"), the Guarantors (as

defined herein) and Lehman Brothers Inc. on behalf of Deutsche Bank Securities

Inc., UBS Warburg LLC and Simmons & Company International (collectively, the

"Initial Purchasers").



                  This Agreement is made pursuant to the Purchase Agreement,

dated November 29, 2000 (the "Purchase Agreement"), by and among the Company,

the Existing Guarantors (as defined herein) and the Initial Purchasers, which

provides for the sale by the Company to the Initial Purchasers of $200,000,000

aggregate principal amount of the Company's 9 5/8% Senior Notes due 2007 (the

"Notes"). The Notes are, and the Exchange Notes (as defined herein) will be,

guaranteed on a senior basis by the Guarantors (as defined herein). In order to

induce the Initial Purchasers to purchase the Notes, the Company and the

Existing Guarantors have agreed to provide the registration rights set forth in

this Agreement. The execution and delivery of this Agreement is a condition to

the obligations of the Initial Purchasers set forth in Section 7 of the Purchase

Agreement.



                  The parties hereby agree as follows:



     SECTION 1.        DEFINITIONS



                  As used in this Agreement, the following capitalized terms

shall have the following meanings:



                  Additional Guarantor: Any subsidiary of the Company that

executes a Guarantee under the Indenture after the date of this Agreement.



                  Advice: As defined in Section 6(e) hereof.



                  Blackout Period: As defined in Section 5(a) hereof.



                  Blue Sky Application: As defined in Section 8(a) hereof.



                  Broker-Dealer: Any broker or dealer registered under the

Exchange Act.



                  Closing Date: The date of this Agreement.



                  Commission: The U.S. Securities and Exchange Commission.



                  Consummate: A Registered Exchange Offer shall be deemed

"Consummated" for purposes of this Agreement upon the occurrence of (i) the

filing and effectiveness under the Securities Act of the Exchange Offer

Registration Statement relating to the Exchange Notes to be issued in the

Exchange Offer, (ii) the maintenance of such Registration Statement continuously

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