LEASE AGREEMENT

515 POST OAK

By and Between

CIGNA INVESTMENTS, INC.

(Landlord)

and

WEATHERFORD ENTERRA U.S., LIMITED PARTNERSHIP

(Tenant)

INDEX

LEASE AGREEMENT

This Lease is entered into as of January         , 1996 between CIGNA INVESTMENTS, INC., a Connecticut corporation (Landlord), whose address for purposes of notice hereunder is 515 Post Oak Boulevard, Suite 140, Houston, Texas 77027, and WEATHERFORD ENTERRA U.S., LIMITED PARTNERSHIP, a Louisiana limited partnership (Tenant), whose address prior to the Initial Commencement Date (defined in Section 2.01 hereof) is 1360 Post Oak Boulevard, Suite 1000, Houston, Texas 77056 and whose address after the Initial Commencement Date shall be 515 Post Oak Boulevard, Suite 600, Houston, Texas 77027, Attention: Legal Department.

W I T N E S S E T H:

ARTICLE 1

1.01 PREMISES. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the rent and subject to the provisions of this Lease, the space (the Premises) reflected on the floor plans attached as Exhibit A hereto, located on floors 2, 6, 9, 10 and 11 (of which floor 2 is a partial floor (4,469 square feet of rentable area) and floors 6 (17,557 square feet of rentable area), 9 (17,240 square feet of rentable area), 10 (17,240 square feet of rentable area) and 11 (17,240 square feet of rentable area) are full floors) of the building (the Building) known as 515 Post Oak, 515 Post Oak Boulevard, Houston, Harris County, Texas 77027 (such Building, any parking areas and garages, the land (the Land) on which such improvements are located, said Land being more particularly described on Exhibit B attached hereto and made a part hereof for all purposes, and any present or future associated underground or elevated pedestrian tunnels or walkways being hereinafter collectively referred to as the Project). Landlord and Tenant hereby agree that the Premises contains 73,746 square feet of rentable area and the Project contains 259,971 square feet of rentable area. Landlord and Tenant acknowledge that the rentable area of the Premises includes an allocation of common areas on the floors that the Premises are located and other areas of the Building not leased or held for lease but which are necessary or desirable for the proper utilization of the Building or to provide customary services to the Building (the Add-On Factor). The Add-On Factor used to determine the rentable area of the Premises is 16% for partial floors of the Building leased by Tenant and 9% for full floors of the Building leased by Tenant.

ARTICLE 2

2.01 TERM. Subject to the other provisions hereof, and any exhibits hereto, this Lease shall be for a term commencing on the Initial Commencement Date with respect to the Initial Occupied Premises and each Subsequent Commencement Date with respect to each Subsequently Occupied Premises as applicable (defined below) and expiring with respect to the entire Premises on June 30, 2006 (the Expiration Date). Such term, as it may be modified, is herein called the Term.

2.02 COMMENCEMENT. As used herein, Initial Commencement Date means the first date on which Tenant commences to occupy all or any portion of the Premises (the Initial Occupied Premises). Subsequent Commencement Date shall refer to any date on which Tenant commences to occupy any additional portions of the Premises (the Subsequently Occupied Premises), in the event that Tenant does not occupy all of the Premises on the Initial Commencement Date. Commencement Date shall collectively refer to the Initial Commencement Date and any Subsequent Commencement Date. For purposes of this Lease, no Commencement Date shall be deemed to occur later than July 1, 1996.

Within five (5) days after the Initial Commencement Date and each Subsequent Commencement Date, Tenant shall execute and deliver to Landlord a declaration (in the form to be submitted by Landlord) specifying the date upon which the same occurred.

ARTICLE 3

3.01 BASE RENT. Tenant, in consideration for this Lease, agrees to pay to Landlord a base rental (Base Rent) according to the following schedule:

Tenant shall pay Base Rent in equal monthly installments payable at Landlords address herein provided in legal tender of the United States of America, without notice, demand, counterclaim, set-off or abatement, in advance on the first day of each calendar month throughout the Term.

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3.02 RENTAL ADJUSTMENT. Tenants pro rata share of all Operating Expenses (defined in Section 3.03 hereof) for purposes of rental adjustment is agreed to be 29.86% (Tenants Pro Rata Share). For the year 1996 hereinafter referred to as the Base Year, Tenant shall not be responsible for a Pro Rata Share of those Operating Expenses incurred during the Base Year. As soon as practical after the culmination of the Base Year and any succeeding calendar year during the Lease Term, Landlord shall provide to Tenant a good-faith estimate of Landlords Operating Expenses for the forthcoming year (Estimated Operating Expense). Beginning with January, 1997, in addition to the Base Rent, Tenant shall pay in advance on the first day of each calendar month during the Lease Term, installments equal to one-twelfth (1/12th) of Tenants Pro Rata Share of the Estimated Operating Expense for that year that exceeds the Base Year. Within one hundred fifty (150) days after the end of each calendar year during the Term, Landlord shall furnish to Tenant a statement certified by Landlord of the Actual Operating Expense (defined in Section 3.03 hereof) for the immediately preceding calendar year, which statement shall specify the various types of Operating Expenses and set forth Landlords calculations of Tenants Pro Rata Share thereof. If Tenants Pro Rata Share of the Estimated Operating Expense paid to Landlord during the previous calendar year exceeds Tenants Pro Rata Share of the Actual Operating Expense, then Landlord shall credit the difference to Tenants monthly Base Rent and Pro Rata Share payment until the difference has been set off or refund such difference to Tenant within fifteen (15) days after Landlord furnishes such statement to Tenant, at Tenants option. If Tenants Pro Rata Share of the estimated Operating Expense paid to Landlord during the previous calendar year falls short of Tenants Pro Rata Share of Actual Operating Expense, then within fifteen (15) days after Landlord furnishes such statement to Tenant, Tenant shall make a lump sum payment to Landlord equal to Tenants Pro Rata Share of the positive difference between the Actual Operating Expense and the Estimated Operating Expense theretofore paid by Tenant. As used in this Lease, the term Rent shall refer collectively to the Base Rent and all rental adjustments. If the lease Term commences on a day other than the first day of the month or calendar year, or terminates on a day other than the last day of a month or calendar year, then Tenant shall be required to pay only a pro rata portion of the installments and adjustments of rent due for such month or year. In the event that Tenant disagrees with Landlords computation of Operating Expenses, Tenant shall have the right exercisable within two (2) years following Tenants receipt of Landlords statement of Actual Operating Expense for the immediately preceding calendar year and upon advance scheduling with Landlord, to have Landlords books and records relating to Operating Expenses audited by a nationally recognized independent certified public accountant firm selected by Tenant. Such auditor may audit such books and records for any period within the term of this Lease that is not more than two (2) years prior to the review. No audits by contingency fee based consultants shall be permitted. However, the nationally recognized independent certified public accountant firm conducting any such audit may utilize certain consultants who are compensated on a contingency fee basis to assist such firms overall audit team. Audits will be conducted at the location where such books and records are customarily maintained and only during normal business hours. No books or records may be removed from the audit location. Copies of Landlords records shall be made at Tenants or such auditors expense and Landlord shall only be obligated to provide the reasonable, non-exclusive use of its copier(s) to such auditor. In the event such audit determines that Landlords computations were erroneous, an appropriate adjustment shall be made between Landlord and Tenant. If such audit determines that Tenant was overcharged by more than five percent (5%), Landlord shall promptly reimburse Tenant for all reasonable costs and expenses incurred by Tenant in connection with such audit.

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3.03 OPERATING EXPENSES. Subject to the Base Year exclusion set forth in Section 3.02, Operating Expenses shall mean and include all amounts, expenses and costs of whatsoever nature incurred because of or in connection with the ownership, management, operation, repair, maintenance or security of the Project, all additional facilities which may be added to the Project, and Landlords personal property which may be utilized in connection therewith. Operating Expenses shall also include(a) the amortization of capital improvements which are primarily for the purpose of reducing Operating Expenses or which are required by governmental or quasi-governmental authorities; (b) the cost of all insurance relating to the Project as Landlord may elect to obtain in its discretion consistent with the practices of other owners of buildings in the Houston Galleria/West Loop area, which may include without limitation the cost of fire and extended coverage insurance, rental abatement insurance and liability insurance applicable to the Project and Landlords personal property used in connection therewith; (c) an equitable allocation of all costs and expenses of operating the on-site Project management office including but not limited to the rental and maintenance of the phone system, copier, computers and other office equipment; (d) a reasonable amortization of capital improvements which are undertaken by Landlord to retrofit or replace the Building heating ventilating and air conditioning system in order to comply with the Federal Clean Air Act; and (e) all taxes, assessments and governmental charges, whether or not directly paid by Landlord, whether federal, state, county or municipal and whether they be by taxing districts or authorities presently taxing the Project or by others subsequently created or otherwise, and any other taxes and assessments attributable to the Project or its operation, excluding, however, federal and state taxes on income, death taxes, franchise taxes, and any taxes imposed or measured on or by the income of Landlord from the operation of the Project; provided, however, that if at any time during the term of this Lease, the present method of taxation or assessment shall be so changed that the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate and the improvements thereto shall be discontinued and as a substitute therefor, or in lieu of an addition thereto, taxes, assessments, levies, impositions or charges shall be levied, assessed and/or imposed wholly or partially as a capital levy or otherwise on the rents received from the Project or the rents reserved herein or any part thereof, then such substitute or additional taxes, assessments, levies, impositions or charges, to the extent so levied, assessed or imposed, shall be deemed to be included within Operating Expenses to the extent that such substitute or additional tax would be payable if the Project were the only property of the Landlord subject to such tax. It is agreed that Tenant will be responsible for ad valorem taxes on its personal property and on the value of the leasehold improvements in the Premises to the extent that the same exceed Building standard allowances (and if the taxing authorities do not separately assess Tenants leasehold improvements, Landlord may make a reasonable allocation of the ad valorem taxes assessed on the Project to give effect to this sentence). Operating Expenses shall be determined on an accrual basis in accordance with generally accepted accounting principles consistently applied.

Operating Expenses shall not include the following items:

(a) Depreciation and amortization.

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