EXHIBIT B

                                      NOTE


Amount:  USD$299,062,500
Date:    June 26, 2002 (5:01 p.m. Eastern Time)

For value received, the undersigned, Weatherford International Ltd., a Bermuda
exempted company (the "Maker"), promises to pay to the order of WEUS Holding,
Inc., a Delaware corporation ("Payee"), the principal sum of TWO HUNDRED NINETY
NINE MILLION AND SIXTY TWO THOUSAND AND FIVE HUNDRED DOLLARS (USD$299,062,500),
together with interest on the unpaid balance of said principal amount at any
time remaining outstanding at a rate of 6.5% per annum. All accrued and unpaid
interest on this Note shall be payable semiannually on the last business day of
each June and December beginning December 31, 2002 and continuing until June 25,
2010 (the "Maturity Date"), when all accrued and unpaid interest and all
principal hereunder and any other amounts due hereunder shall be due and
payable. Notwithstanding the foregoing, the Maker and the Payee acknowledge and
agree that the holder hereof may demand payment of (i) outstanding principal at
any time prior to payment in full by the Maker and for any reason whatsoever
(including but not limited to reasons unrelated to the Maker's ability to pay
this Note) and (b) accrued but unpaid interest on the unpaid principal balance
from time to time remaining outstanding and for any reason whatsoever (including
but not limited to reasons unrelated to Maker's ability to pay interest on this
Note. Maker shall have the right and privilege of prepaying all of any part of
this Note at any time without notice or penalty.


Interest on this Note shall be computed for the actual number of days elapsed in
a year consisting of 360 days, unless the highest lawful rate would thereby be
exceeded, in which event, to the extent necessary to avoid exceeding the highest
lawful rate, interest shall be computed on the basis of the actual number of
days elapsed in the applicable calendar year in which accrued.


All payments and prepayments are to be in the lawful money of the United States
of America at 515 Post Oak Blvd, Suite 600, Houston, Texas 77027 or such other
place as Payee, or other holder, shall designate in writing to Maker.

The Maker waives demand, presentment for payment, notice of nonpayment, protest,
notice of protest, notice of intent to accelerate maturity, notice of
acceleration of maturity and all other notice, filing of suit and diligence in
collecting this Note or enforcing any of the security herefor, and agrees to any
substitution, exchange or release of any such security or the release of any
party primarily or secondarily liable hereon, and further agrees that it will
not be necessary for any holder hereof, in order to enforce payment of this Note
by them, to first institute suit or exhaust its remedies against any security
herefor, and consents to any one or more extensions or postponements of time of
payment of this Note on any terms or any other indulgences with respect thereto,
without notice thereof to any of them.

If this Note is collected by suit or through any judicial proceeding, or if this
Note is not paid on at maturity and is placed in the hands of an attorney for
collection, then Maker agrees to pay, in addition to all other amounts owing
hereunder, the collection costs, court costs, and reasonable attorney's fees of
Payee or other holder.


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This Note shall be governed by and construed in accordance with the laws of
Texas, without regard to principles of conflicts of laws.



                                       WEATHERFORD INTERNATIONAL LTD.

                                       By: /s/ Burt M. Martin
                                          --------------------------------------
                                       Name:   Burt M. Martin
                                       Title:  Senior Vice President, General
                                               Counsel and Secretary


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