EXHIBIT 24.2



                       GRANT PRIDECO EUROPEAN HOLDING, LLC
                               GP USA HOLDING, LLC
                           GRANT PRIDECO FINANCE, LLC

                             Secretary's Certificate

         The undersigned hereby certifies that she is the duly elected,
qualified and acting Secretary of each of Grant Prideco USA, LLC, Grant Prideco
European Holding, LLC, GP USA Holding, LLC and Grant Prideco Finance, LLC (each
a "Company" and, collectively, the "Companies"), and that, as such, she is
familiar with the facts herein certified and is duly authorized to certify the
same and does hereby further certify as follows:

         Set forth below is a true and correct copy of a resolution duly adopted
by the Board of Directors of each of the Companies except for Grant Prideco
European Holding, LLC on November 25, 2002, and by the Board of Directors of
Grant Prideco European Holding, LLC on December 13, 2002; such resolution has
not been altered, amended, modified or rescinded, remains in full force and
effect on the date hereof, and constitutes the only resolution of such Board of
Directors with respect to the Power of Attorney.

                  RESOLVED, that the officers and managers of the Company who
         are required to execute the Registration Statement be, and they hereby
         are, and each of them hereby is, authorized to execute and deliver a
         power-of-attorney appointing Michael McShane, Louis A. Raspino and
         Philip A. Choyce each to be the attorneys-in-fact and agents with full
         power of substitution and resubstitution, for each of such manager and
         officers and in their name, place and stead, in any and all capacities,
         to sign any amendment(s) to the Registration Statement, including any
         post-effective amendments(s), to file the same with the Commission and
         to perform all other acts necessary in connection with any matter
         relating to the Registration Statement and any amendment(s) or
         post-effective amendment(s) thereto.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate this
18th day of February, 2003.


                                         /s/ Linda Bubacz
                                      -----------------------------
                                      Name:  Linda Bubacz
                                      Title: Secretary