CONTINUATION OF EMPLOYMENT AGREEMENT

EXHIBIT 10.1

[Letterhead of Newpark Resources, Inc.]

[Date]

[Executive Officer]
c/o Newpark Resources, Inc.
3850 North Causeway Blvd., Suite 1770
Metairie, LA 70002

Dear [Executive Officer]:

     As you know, Newpark Resources, Inc. (“Newpark") has initiated a formal search for a new Chief Executive Officer (“CEO”) to take office on or before January 1, 2006. You are a valuable executive, and the Board of Directors of Newpark has authorized the preparation and execution of this letter agreement (the “Agreement") to reinforce and encourage your attention and dedication to your duties while the search for a new CEO continues and after the new CEO joins Newpark.

     This letter (the “Agreement") sets forth the understanding between you and Newpark concerning the continuation of your employment in connection with a “Change of CEO” and the “Termination Benefit” you will receive if your employment with Newpark is terminated by Newpark without “Cause” during an “Employment Period,” as those terms are defined in this letter.

     1. Definitions. The following terms used in this Agreement shall have the following meanings: “Cause”, when used with reference to termination of the employment of Executive by Newpark for “Cause”, shall mean:

                  (a) the conviction of Executive for a felony or other crime involving fraud and/or moral turpitude;

                  (b) dishonesty, willful misconduct or material neglect, which neglect causes material harm to Newpark, of Executive with respect to Newpark or any of its subsidiaries;

                  (c) any intentional act on the part of Executive that causes material damage to Newpark and/or its subsidiaries’ reputation;

                  (d) appropriation (or an overt act attempting appropriation) of a material business opportunity of Newpark or its subsidiaries by Executive;

                  (e) misappropriation (or an overt act attempting misappropriation) of any funds of Newpark or its subsidiaries by Executive;

                  (f) the failure of Executive to follow the reasonable and lawful written instructions or policy of Newpark with respect to the services to be rendered and the manner of rendering such services by Executive, provided Executive has been given reasonable written notice thereof and opportunity to cure and no cure has been effected within a reasonable time after such notice; or

                  (g) the failure of Executive to perform or observe any of the material terms or conditions of Executive’s employment other than by reason of illness, injury or incapacity, provided Executive has been given reasonable written notice thereof and opportunity to cure and no cure has been effected within a reasonable time after such notice.

         1.2 “Change of CEO” shall mean the election of a CEO to replace James D. Cole, which shall be deemed effective when the replacement CEO starts to perform his or her duties as CEO.

         1.3 “Code” shall mean the Internal Revenue Code of 1986, as amended.

         1.4 “Disability” shall mean Executive’s full time absence from his duties with Newpark, as a result of incapacity due to physical or mental illness.

         1.5 “Disability Period” shall mean a period of 120 days commencing on the first day of a Disability occurring during an Employment Period.

         1.6 “Employment Period” shall mean a period commencing on the Start Date and ending three years later.

         1.7 “Executive” (or “you") shall mean the person to whom this letter is addressed.

         1.8 “Newpark” shall mean Newpark Resources, Inc., and its consolidated subsidiaries and any successor to its business and/or assets which assumes or becomes subject to this Agreement by operation of law or otherwise.

         1.9 “Start Date” means the date when a Change of CEO occurs.

         1.10 “Termination Benefit” shall mean the amount determined in accordance with paragraph (a) below, reduced as provided in paragraph (b) below, if applicable.

                  (a) The Termination Benefit shall be an amount equal to (i) one and one-half times Executive’s annual base salary for the fiscal year of Newpark in which the Change of CEO occurs plus (ii) one and one-half times the “Target Bonus” awards granted to Executive under the 2003 Executive Incentive Compensation Plan of Newpark (whether or not earned) for the fiscal year of Newpark in which the Change of CEO occurs.

                  (b) The Termination Benefit otherwise payable hereunder shall be reduced to the extent, if any, necessary to prevent (i) the sum of all amounts (whether pursuant to the Agreement or otherwise) that constitute “parachute payments” to Executive under Section 280G (or any successor section) of the Code, from exceeding (ii) One Dollar less than three times Executive’s “base amount”, as defined in said section of the Code. Newpark’s independent certified public accountants shall determine Executive’s “base amount” and the amounts that constitute “parachute payments” to Executive, and such determinations shall be final and binding on Newpark and Executive.

     2. Consideration; Termination During Employment Period.

         2.1 If your employment with Newpark is terminated during an Employment Period, subject to Section 2.2, Newpark shall pay you the Termination Benefit, unless such termination is (a) because of your death (b) because of your voluntary resignation within one and one-half years after the Start Date, (c) by Newpark because of your failure to resume full time performance of your duties after the end of a Disability Period, or (d) by Newpark for Cause. Subject to Section 2.2, the Termination Benefit shall be paid to you as follows: one-third of the Termination Benefit shall be paid to you on the first day of the calendar month (the “Payment Date”) immediately following the six-month anniversary of the date your employment terminated, and the balance of the Termination Benefit shall be paid to you in twelve equal monthly installments commencing on the first day of the calendar month following the Payment Date. For purposes of this Section 2.1, Executive shall not be deemed to ha