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<SEC-DOCUMENT>/in/edgar/work/20000607/0000950129-00-002888/0000950129-00-002888.txt : 20000919
<SEC-HEADER>0000950129-00-002888.hdr.sgml : 20000919
ACCESSION NUMBER:		0000950129-00-002888
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20000601
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20000607

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NEWPARK RESOURCES INC
		CENTRAL INDEX KEY:			0000071829
		STANDARD INDUSTRIAL CLASSIFICATION:	 [4953
]		IRS NUMBER:				721123385
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	001-02960
			FILM NUMBER:		650341
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		3850 N. CAUSEWAY BLVD
				STREET 2:		SUITE 1770
				CITY:			METAIRIE
				STATE:			LA
				ZIP:			70002
				BUSINESS PHONE:		5048388222
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		P O BOX 6411
					STREET 2:		II LAKEWAY CENTER STE 1770
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	NEW PARK MINING CO
						DATE OF NAME CHANGE:	19720828
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




Date of Report (Date of earliest event reported):  JUNE 1, 2000
                                                   ------------



                             NEWPARK RESOURCES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            DELAWARE                     1-2960               72-1123385
   ----------------------------       ------------       -------------------
   (State or other jurisdiction       (Commission           (IRS Employer
        of incorporation)             File Number)       Identification No.)


       3850 NORTH CAUSEWAY, SUITE 1770
             METAIRIE, LOUISIANA                         70002
   ----------------------------------------            ----------
   (Address of principal executive offices)            (Zip Code)


Registrant's telephone number, including area code: (504) 838-8222
                                                    --------------


<PAGE>   2

ITEM 5. OTHER EVENTS.

         On June 1, 2000, Newpark Resources, Inc., a Delaware corporation
("Newpark"), completed the sale to Fletcher International Limited, a Cayman
Islands company affiliated with Fletcher Asset Management, Inc. ("Purchaser"),
of 120,000 shares of Series B Convertible Preferred Stock, $0.01 par value per
share (the "Series B Preferred Stock"), and a warrant (the "Warrant") to
purchase up to 1,900,000 shares of the Common Stock of Newpark at an exercise
price of $10.075 per share, subject to anti-dilution adjustments. The aggregate
purchase price for the Series B Preferred Stock and the Warrant was $30.0
million, and the net proceeds from the sale have been used to repay
indebtedness. No underwriting discounts or commissions were paid in connection
with the sale of the securities.

         The following description of the Series B Preferred Stock and the
Warrant are qualified in their entirety by reference to the Certificate of
Rights and Preferences relating to the Series B Preferred Stock (the
"Certificate") and to the Warrant Certificate relating to the Warrant, which
are attached as exhibits hereto.

         Cumulative dividends are payable on the Series B Preferred Stock
quarterly in arrears. The dividend rate is 4.5% per annum, based on the stated
value of $250 per share of Series B Preferred Stock. Subject to certain
conditions specified in the Certificate, dividends payable on the Series B
Preferred Stock may be paid at the option of Newpark either in cash or by
issuing shares of Newpark's Common Stock that have been registered under the
Securities Act of 1933, as amended (the "Act"). The number shares of Common
Stock of Newpark to be issued as dividends is determined by dividing the cash
amount of the dividend otherwise payable by the market value of the Common Stock
determined in accordance with the provisions of the Certificate. If Newpark
fails to pay any dividends when due, such dividends shall accumulate and accrue
additional dividends at the then existing dividend rate. The dividend rights of
the Series B Preferred Stock are junior to the dividend rights of the holders of
the 150,000 shares of Newpark's Series A Cumulative Perpetual Preferred Stock
(the "Series A Preferred Stock").

         So long as shares of the Series B Preferred Stock are outstanding, no
dividends may be paid on the Common Stock or any other securities of Newpark
ranking junior to the Series B Preferred Stock with respect to dividends and
distributions on liquidation ("Junior Securities"), except for dividends payable
solely in shares of Common Stock. Subject to certain exceptions, no shares of
Junior Securities or securities of Newpark having a priority equal to the Series
B Preferred Stock with respect to dividends and distributions on liquidation may
be purchased or otherwise redeemed by Newpark unless all accumulated dividends
on the Series B Preferred Stock have been paid in full.

         Upon a liquidation of Newpark, the holders of the Series B Preferred
Stock will be entitled to receive $250 per share of Series B Preferred Stock
plus accrued dividends before the holders of any Junior Securities receive any
payment. The liquidation rights of the Series B Preferred Stock are junior to
the liquidation rights of the holders of the Series A Preferred Stock, who are
entitled to receive $100 per share of Series A Preferred Stock plus accrued
dividends before holders of the Series B Preferred Stock or Common Stock receive
any payment. The holders of Common Stock will receive all liquidating
distributions after the holders of the Series A Preferred Stock and the Series B
Preferred Stock have received their stated amounts, unless Newpark later issues
additional


<PAGE>   3

shares of preferred stock having priority over the Common Stock with respect to
liquidating distributions.

         The holders of the Series B Preferred Stock will have the right to
convert all or any part of the Series B Preferred Stock into Common Stock at a
conversion rate based on the then current market value of the Common Stock, as
determined in accordance with the provisions of the Certificate, or $10.075 per
share of Common Stock, whichever is less. For purposes of any conversion, each
share of Series B Preferred Stock will have a value equal to its liquidation
preference, plus any accrued and unpaid dividends.

         If Newpark is in arrears in the payment of dividends on the Series B
Preferred Stock in an aggregate amount equal to more than two quarterly
dividends, the holders of the Series B Preferred Stock, voting as a separate
class, will be entitled to elect a specified percentage of the members of
Newpark's Board of Directors. This percentage will be equal to the percentage of
the total number of outstanding shares of Common Stock (including the shares
issuable to the holders) that the holders of Series B Preferred Stock then own
or are deemed to own assuming that (a) all unconverted shares of Series B
Preferred Stock were converted into Common Stock, and (b) the unexercised
portion of the Warrant was exercised.

         The Series B Preferred Stock will not otherwise have voting rights on
ordinary corporate matters, except as required by Delaware law. However,
approval of a majority of the Series B Preferred Stock will be required before
Newpark can effect any changes to the rights of the Series B Preferred Stock or
issue any additional shares of capital stock having a priority equal or senior
to the Series B Preferred Stock with respect to dividends or distributions upon
liquidation. The holders of the Series B Preferred Stock also will vote
separately as a class and the approval of a majority of the Series B Preferred
Stock will be required to (a) permit any subsidiary of Newpark to issue or sell
any securities of any Newpark subsidiary or to sell all or substantially all of
the assets of any Newpark subsidiary to anyone other than Newpark or another
subsidiary of Newpark, (b) increase or decrease, other than by redemption or
conversion, the total number of authorized shares of preferred stock of Newpark
or (c) amend any provisions of any capital stock of Newpark so as to make such
capital stock redeemable by Newpark.

         The Certificate provides the holders of Series B Preferred Stock with
certain rights if Newpark is involved in a "Business Combination". These rights
include the right to elect to receive either or a combination of (a) the stock
and other securities, cash and property which the holder would have received had
the holder converted the Series B Preferred Stock into Common Stock immediately
before the transaction, (b) shares of common stock of the acquiring person or
its parent company, as elected by the holders, according to a formula contained
in the Certificate, which takes into account various factors, including the
acquisition price for Newpark's Common Stock, the conversion price for the
Series B Preferred Stock, the market price of the common stock of the acquiring
person or its parent and the stated value of the Series B Preferred Stock, or
(c) cash in an amount equal to 133% of the stated value of the Series B
Preferred Stock. This cash payment is to be paid by the acquiring person and not
Newpark. The acquiring person also will be required to assume, in writing, the
obligations of Newpark under the Certificate. The rights of the holders of

                                       2

<PAGE>   4

the Series B Preferred Stock in any Business Combination may delay, deter or
prevent a change in control of Newpark.

         The Warrant has a term of seven years, expiring June 1, 2007. The
exercise price of the Warrant and the number of shares issuable upon exercise of
the Warrant will be adjusted for stock splits, stock dividends, or, subject to
certain exceptions, issuances or sales of Common Stock, including options and
other securities convertible into Common Stock, without consideration or for a
per share price less than the current market price of the Common Stock or the
then current exercise price under the Warrant. For issuances of options and
other securities convertible into Common Stock, the per share price will be
deemed to include the amounts received upon issuance of the option or
convertible security and the amount to be received upon exercise or conversion.

         As with the Series B Preferred Stock, the Warrant provides that the
holders of the Warrant will have certain rights if Newpark is involved in a
"Business Combination". These rights include the right to elect to receive
either or a combination of (a) the stock and other securities, cash and property
which the holder would have received had the holder exercised the Warrant
immediately before the transaction, (b) shares of common stock of the acquiring
person or its parent company, as elected by the holders, according to a formula
contained in the Warrant, which takes into account various factors, including
the acquisition price for Newpark's Common Stock, the exercise price under the
Warrant and the market price of the common stock of the acquiring person or its
parent or (c) cash in an amount equal to 33% of then total Warrant exercise
price on the unexercised portion of the Warrant. Again, this cash payment is to
be paid by the acquiring person and not Newpark, and the acquiring person also
will be required to assume, in writing, the obligations of Newpark under the
Warrant. The rights of the holders of the Warrant in any Business Combination
may delay, deter or prevent a change in control of Newpark.

         The agreement pursuant to which the Series B Preferred Stock and the
Warrant were issued (the "Agreement") requires Newpark to use its best efforts
to register under the Act all of the shares of Common Stock issuable upon
exercise of the Warrant and 1.5 times the number of shares of Common Stock
issuable as of the effective date of the registration statement upon conversion
of the Series B Preferred Stock or as dividends on the Series B Preferred Stock.
Newpark will be required to increase the number of shares registered under the
registration statement if the total number of shares of Common Stock issued and
issuable under the Warrant and with respect to the Series B Preferred Stock
exceeds 80% of the number of shares then registered. Newpark currently estimates
that the registration statement will initially cover 8,000,000 shares of Common
Stock. Newpark also is required to obtain stockholder consent if the total
number of shares of Common Stock issued or issuable to Purchaser with respect to
the Series B Preferred Stock and the Warrant would exceed 13,825,034 (19.99% of
the number of shares outstanding on May 25, 2000) and the listing requirements
or rules of the New York Stock Exchange would require stockholder approval to
issue in excess of this amount. If this stockholder consent is not received
within 60 days after notice is sent to Newpark by Purchaser, Purchaser may elect
to do either or a combination of (a) a cashless exercise of the Warrant for up
to that number of shares of Common Stock that would require stockholder consent
or (b) convert the number of shares of Common Stock exceeding 13,825,034 into an
"Excess Right". This Excess Right will have a value equal to the market price of
the Common Stock on the notice date (in the case of the Series B Preferred
Stock), and the spread

                                        3

<PAGE>   5

between the market price of the Common Stock over the exercise price of the
Warrant on the notice date (in the case of the Warrant), times the number of
shares of Common Stock converted into such Excess Right. For one year after its
issuance, Purchaser may apply this Excess Right, on a dollar-for-dollar basis,
in lieu of payment of the exercise price under the Warrant or convert the Excess
Right into shares of Series B Preferred Stock at the ratio of $250 of stated
value of Excess Right into one share of Series B Preferred Stock.

         The Agreement also provides that, unless otherwise specified by
Purchaser, the number of shares that may be issued upon conversion of the Series
B Preferred Stock and exercise of the Warrant may not exceed 6,743,075, plus
9.75% of the increase in the number of outstanding shares of Common Stock of
Newpark since May 25, 2000, unless Purchaser delivers an increase notice and 65
days passes after that notice is delivered. Newpark is required to give
Purchaser a monthly notice of the increase in the number of outstanding shares
of Common Stock.

         With certain exceptions, the Agreement requires Newpark to provide
Purchaser, its affiliates and its designees who together with Purchaser and its
affiliates hold at least 60,000 shares of Series B Preferred Stock, with a right
of first refusal with respect any shares of Newpark's capital stock or any
securities convertible into or exchangeable for any shares of Newpark's capital
stock. This right of first refusal will be exercisable for ten trading days
after delivery of the required notice from Newpark to Purchaser. The right of
first refusal will terminate at such time as the number of shares of Common
Stock Newpark is required to register under the Act is less than 3,457,988, as
that number may be adjusted for stock splits, stock dividends, recapitalizations
or other similar adjustments.

         The sale of the Series B Preferred Stock and the Warrant was made in
reliance on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, and Regulation D promulgated thereunder. The
sale was made without general solicitation or advertising, Purchaser is a
sophisticated investor with access to all relevant information necessary to
evaluate an investment in the securities, and Purchaser represented to Newpark
that the securities were being acquired for investment purposes.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.

4.1  Certificate of Rights and Preferences of Series B Convertible Preferred
     Stock of Newpark, dated May 30, 2000.

4.2  Agreement, dated May 30, 2000, between Newpark and Purchaser.

4.3  Warrant Certificate, dated June 1, 2000, to purchase 1,900,000 shares of
     Common Stock, par value $.01 per share, of Newpark.

99.1 Press Release issued by Newpark on June 1, 2000.


                                        4

<PAGE>   6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed by the undersigned
hereunto duly authorized.

                                       NEWPARK RESOURCES, INC.



Dated:  June 6, 2000                   By /s/ Matthew W. Hardey
                                          --------------------------------------
                                          Matthew W. Hardey, Vice President and
                                          Chief Financial Officer


                                        5

<PAGE>   7

                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
  NO.      DESCRIPTION
- -------    -----------
<S>        <C>
 4.1       Certificate of Rights and Preferences of Series B Convertible
           Preferred Stock of Newpark, dated May 30, 2000.

 4.2       Agreement, dated May 30, 2000, between Newpark and Purchaser.

 4.3       Warrant Certificate, dated June 1, 2000, to purchase 1,900,000
           shares of Common Stock, par value $.01 per share, of Newpark.

99.1       Press Release issued by Newpark on June 1, 2000.
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>CERTIFICATE OF RIGHTS AND PREFERENCES OF SERIES B
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 4.1

                      CERTIFICATE OF RIGHTS AND PREFERENCES
                                       OF
                      SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                             NEWPARK RESOURCES, INC.


         Pursuant to Section 151(g) of the Delaware General Corporation Law,
NEWPARK RESOURCES, INC., a corporation organized and existing under the laws of
the State of Delaware (the "Company"), hereby certifies that the following
resolution was duly adopted by the Board of Directors of the Company on May 26,
2000, pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Company, which authorizes the issuance of up
to 1,000,000 shares of preferred stock, $0.01 par value.

         RESOLVED, that pursuant to authority expressly granted to and vested in
the Board of Directors of the Company and pursuant to the provisions of the
Certificate of Incorporation, the Board of Directors hereby creates a series of
preferred stock, herein designated and authorized as the Series B Convertible
Preferred Stock, $0.01 par value per share, which shall consist of 120,000 of
the 1,000,000 shares of preferred stock which the Company now has authority to
issue, and the Board of Directors hereby fixes the powers, designations,
preferences and relative, participating, optional and other special rights of
the shares of such series, and the qualifications, limitations and restrictions
thereof as follows:

         1. Number. The number of shares constituting the Series B Convertible
Preferred Stock (the "Series B Preferred Stock") shall be 120,000.

         2. Definitions. Unless the context otherwise requires, when used herein
the following terms shall have the meaning indicated.

         "Acquiring Person" means, in connection with any Business Combination,
the continuing or surviving corporation of a consolidation or merger with the
Company (if other than the Company), the transferee of substantially all of the
properties or assets of the Company, the corporation consolidating with or
merging into the Company in a consolidation or merger in connection with which
the Common Stock is changed into or exchanged for stock or other securities of
any other Person or cash or any other property, or, in the case of a capital
reorganization or reclassification, the Company.

         "Acquisition Price" means (i) the Market Price of the Common Stock on
the date immediately preceding the date on which a Business Combination is
consummated, or (ii) if a purchase, tender or exchange offer is made by the
Acquiring Person (or by any of its affiliates) to the holders of the Common
Stock and such offer is accepted by the holders of more than 50% of the
outstanding shares of Common Stock, the greater of (x) the price determined in
accordance with the provisions of the foregoing clause (i) of this sentence and
(y) the Market Price on the date immediately preceding the acceptance of such
offer by the holders of more than 50% of the outstanding shares of Common Stock.

         "Board" means the Board of Directors of the Company.


<PAGE>   2

         "Business Combination" is defined in Section 6(F)(i).

         "Business Day" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in New York, New
York, or New Orleans, Louisiana generally are authorized or required by law or
other governmental actions to close.

         "Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated) of capital or capital stock of such Person and (ii) with
respect to any Person that is not a corporation, any and all partnership or
other equity interests of such Person.

         "Certificate" means the Certificate of Incorporation of the Company, as
amended.

         "Certificate of Rights and Preferences" means this Certificate of
Rights and Preferences of the Series B Preferred Stock.

         "Common Stock" means the Company's common stock, par value $.01 per
share, and any Capital Stock for or into which such Common Stock hereafter is
exchanged, converted, reclassified or recapitalized by the Company or pursuant
to a Business Combination to which the Company is a party.

         "Common Stock Equivalents" means (without duplication with any other
Common Stock or common stock, as the case may be, or Common Stock Equivalents)
rights, warrants, options, convertible securities or exchangeable securities,
exercisable for or convertible or exchangeable into, directly or indirectly,
Common Stock, or common stock, as the case may be, whether at the time of
issuance or upon the passage of time or the occurrence of some future event.

         "Company" means Newpark Resources, Inc. a Delaware corporation.

         "Conversion Price" means, on any date, the average of the daily Market
Prices of the Common Stock for the period of forty Trading Days ending and
excluding five Trading Days before and excluding that date, but no greater than
the lowest of the following: (i) $10.075; (ii) the average of the daily Market
Prices of the Common Stock for the first three Trading Days of that forty day
period; and (iii) the average of the daily Market Prices of the Common Stock for
the last three Trading Days of that forty day period. The foregoing
notwithstanding, if the Company shall combine, subdivide or reclassify its
Common Stock, or shall declare any dividend payable in shares of its Common
Stock, or shall take any other action of a similar nature affecting such shares,
the Conversion Price shall be adjusted to the extent appropriate to reflect such
event, including appropriate adjustments to account for any such event that
occurs during any of the measurement periods set forth in the previous sentence.

         "Conversion Rate" means the Stated Value of one share of Series B
Preferred Stock plus accrued and unpaid dividends divided by the Conversion
Price.


                                      - 2 -

<PAGE>   3



         "Dividend Payment Date" is defined in Section 3(A).

         "Dividend Period" is defined in Section 3(A).

         "Dividend Rate" means a rate equal to 4.5% per annum times the Stated
Value, payable quarterly commencing August 31, 2000.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Fletcher" means Fletcher International Limited, a company organized
under the laws of the Cayman Islands, together with its successors.

         "Holder" means a holder of record of the Series B Preferred Stock.

         "Indenture" means the Indenture dated as of December 17, 1997, among
the Company, the "Guarantors," as defined in the Indenture, and State Street
Bank and Trust Company, a Massachusetts banking and trust company, as Trustee,
with respect to the Company's 8 5/8% Senior Subordinated Notes due 2007.

         "Investment Banking Firm" shall mean a nationally recognized investment
banking firm.

         "Issue Date" means with respect to any shares of Series B Preferred
Stock the original date of issuance of such shares of Series B Preferred Stock.

         "Junior Securities" means Capital Stock that, with respect to dividends
and distributions upon Liquidation, ranks junior to the Series B Preferred
Stock, including but not limited to Common Stock and any other class or series
of Capital Stock issued by the Company or any Subsidiary of the Company on or
after the Issue Date (other than the Series B Preferred Stock and any Parity
Securities and Senior Securities issued with the approval of the Holders of a
Majority of the Series B Preferred Stock).

         "Liquidation" means the voluntary or involuntary liquidation,
dissolution or winding up of the Company; provided, however, that a
consolidation, merger or share exchange shall not be deemed a Liquidation, nor
shall a sale, assignment, conveyance, transfer, lease or other disposition by
the Company of all or substantially all of its assets, which does not involve a
distribution by the Company of cash or other property to the holders of Common
Stock, be deemed to be a Liquidation.

         "Liquidation Preference" is defined in Section 4.

         "Main Agreement" means the Agreement dated as of May 30, 2000, among
the Company and Fletcher pursuant to which 120,000 shares of Series B Preferred
Stock and certain other securities are to be issued by the Company, including
all schedules and exhibits thereto.

         "Majority of the Series B Preferred Stock" means more than 50% of the
then outstanding shares of Series B Preferred Stock.


                                      - 3 -

<PAGE>   4

         "Market Price" means, on any date, the amount per share of the Common
Stock (or, for purposes of determining the Market Price of the common stock of
an Acquiring Person or its Parent under Section 6(E), the common stock of such
Acquiring Person or such Parent), equal to (i) the daily volume-weighted average
price on the NYSE (as defined in the Main Agreement) or, if no such sale takes
place on such date, the average of the closing bid and asked prices on the NYSE
thereof on such date, in each case as reported by Bloomberg, L.P. (or by such
other Person as the Holder and the Issuer may agree), or (ii) if such Common
Stock is not then listed or admitted to trading on the NYSE, the higher of (x)
the book value thereof as determined by any firm of independent public
accountants of recognized standing selected by the Board of Directors of the
Issuer as of the last day of any month ending within 60 days preceding the date
as of which the determination is to be made or (y) the fair value thereof
determined in good faith by the Board of Directors of the Issuer as of a date
which is within 18 days of the date as of which the determination is to be made.

         "NYSE" shall have the meaning set forth in the Main Agreement.

         "Other Securities" means any stock (other than Common Stock) and other
securities of the Company or any other Person (corporate or otherwise) which the
Holders of the Series B Preferred Stock at any time shall be entitled to
receive, or shall have received, upon conversion of the Series B Preferred Stock
in lieu of or in addition to Common Stock, or which at any time shall be
issuable or shall have been issued in exchange for or in replacement of Common
Stock or Other Securities.

         "Parent" means, as to any Acquiring Person any corporation which (i)
controls the Acquiring Person directly or indirectly through one or more
intermediaries, (ii) is required to include the Acquiring Person in the
consolidated financial statements contained in such Parent's Annual Report on
Form 10-K (if the Parent is required to file such a report) and (iii) is not
itself included in the consolidated financial statements of any other Person
(other than its consolidated subsidiaries).

         "Parity Securities" means any class or series of Capital Stock that,
with respect to dividends or distributions upon Liquidation, is pari passu with
the Series B Preferred Stock.

         "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, limited liability company, joint
venture, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

         "Record Date" is defined in Section 3(A).

         "Registered Common Stock" means Common Stock that has been registered
under the Securities Act and is freely tradable.

         "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute, and the rules and regulations promulgated thereunder.

         "Senior Securities" means the Series A Preferred Stock and any other
class or series of Capital Stock that, with respect to dividends or
distributions upon Liquidation, ranks senior to the Series B Preferred Stock.


                                      - 4 -

<PAGE>   5

         "Series A Preferred Stock" means the Series A Cumulative Perpetual
Preferred Stock of the Company the powers, designations, preferences and
relative, participating, optional and other special rights of which are
specified in a Certificate of Designation filed in the office of the Secretary
of State of Delaware on April 14, 1999.

         "Series B Preferred Stock" means the Series B Convertible Preferred
Stock of the Company or successor as contemplated by Section 6(E)(ii) as well as
any series of preferred stock of the Company issued under Section 6(c)(y) of the
Main Agreement.

         "Stated Value" is an amount equal to $250.00 per share of Series B
Preferred Stock.

         "Subsidiary" of a Person means (i) a corporation, a majority of whose
stock with voting power, under ordinary circumstances, to elect directors is at
the time of determination, directly or indirectly, owned by such Person or by
one or more Subsidiaries of such Person, or (ii) any other entity (other than a
corporation) in which such Person or one or more Subsidiaries of such Person,
directly or indirectly, at the date of determination thereof has a least a
majority ownership interest.

         "Trading Day" means any day on which the Common Stock is quoted on the
NYSE.

         "Warrant" means the warrant issued and sold pursuant to the Main
Agreement.

         "Warrant Shares" means shares of Common Stock acquired upon exercise of
the Warrant.

         The foregoing definitions will be equally applicable to both the
singular and plural forms of the defined terms.

         3. Dividends and Distributions.

                  (A) The Holders shall be entitled to receive out of the assets
         of the Company legally available for that purpose, dividends at the
         Dividend Rate, and no more, to be paid in accordance with the terms of
         this Section 3. Such dividends shall be fully cumulative from the Issue
         Date, shall accumulate regardless of whether the Company earns a profit
         and shall be payable in arrears, when and as declared by the Board, on
         February 28, May 31, August 31 and November 30 of each year (each such
         date being herein referred to as a "Dividend Payment Date"), commencing
         on August 31, 2000. The period from the Issue Date to August 31, 2000,
         and each quarterly period between consecutive Dividend Payment Dates
         shall hereinafter be referred to as a "Dividend Period." The dividend
         for any Dividend Period for any share of Series B Preferred Stock that
         is not outstanding on every day of the Dividend Period shall be
         prorated based on the number of days such share was outstanding during
         the period. Each such dividend shall be paid to the holders of record
         of the Series B Preferred Stock as their names appear on the share
         register of the Company on the corresponding Record Date. As used
         above, the term "Record Date" means, with respect to the dividend
         payable on February 28, May 31, August 31 and November 30,
         respectively, of each year, the preceding February 15, May 15, August
         15 and November 15, or such other record date designated by the Board
         with respect to the dividend payable on such respective


                                      - 5 -

<PAGE>   6

         Dividend Payment Date not exceeding 30 days preceding such Dividend
         Payment Date. Dividends on account of arrears for any past Dividend
         Periods may be declared and paid at any time, without reference to any
         Dividend Payment Date, to Holders of record on a date designated by the
         Board, not exceeding 30 days preceding the payment date thereof, as may
         be fixed by the Board. For purposes of determining the amount of
         dividends accrued (i) as of the first Dividend Payment Date and as of
         any date that is not a Dividend Payment Date, such amount shall be
         calculated on the basis of the Dividend Rate for the actual number of
         days elapsed from and including the Issue Date (in case of the first
         Dividend Payment Date and any date prior to the first Dividend Payment
         Date) or the last preceding Dividend Payment Date (in case of any other
         date) to the date as of which such determination is to be made, based
         on a 360-day year of twelve 30-day months and (ii) as of any Dividend
         Payment Date after the first Dividend Payment Date, such amount shall
         be calculated on the basis of such Dividend Rate based on a 360-day
         year of twelve 30-day months.

                  (B) Dividends payable on the Series B Preferred Stock may be
         paid, at the option of the Company, either in cash or by the issuance
         of Registered Common Stock, provided, however, that the Company's right
         to pay dividends on any Dividend Payment Date by the issuance of
         Registered Common Stock shall continue only so long as at least one of
         the following conditions exists: (x) the payment in cash of the
         dividend payable on such Dividend Payment Date would violate the terms
         of the Indenture; or (y) the Company shall have obtained the Required
         Consent (as defined in the Main Agreement); or (z) the number of shares
         of Common Stock issued and issuable under the Main Agreement (including
         one year of dividends from such Dividend Payment Date, assuming that
         all such dividends will be paid in shares of Common Stock as they
         accrue) and all previously issued shares of Common Stock and all
         unconverted shares of Series B Preferred Stock and any unexercised
         rights under the Warrant on an as-converted and as-exercised basis as
         of that date) does not exceed 17.5% of the Original Number (as defined
         in the Main Agreement), or, if such number of shares exceeds 17.5% of
         the Original Number and does not exceed 19.99% of the Original Number,
         the Company has notified its stockholders of a stockholder's meeting
         for the purpose of voting on a Required Consent in accordance with the
         Main Agreement and has used and is using its best efforts to obtain the
         Required Consent. Subject to the foregoing, payments on any Dividend
         Payment Date shall be made in Registered Common Stock unless the
         Company notifies the Holders in writing of its intention to pay cash on
         or before (but no more than fifteen days before) the immediately
         preceding Dividend Payment Date. The number of shares of Registered
         Common Stock to be issued shall be determined by dividing the cash
         amount of the dividend otherwise payable by the average of the daily
         Market Prices of the Common Stock for the five Trading Days ending on
         and including the third Trading Day before the designated payment date
         of such dividend; provided, however, if the Company shall combine,
         subdivide or reclassify its Common Stock, or shall declare any dividend
         payable in shares of its Common Stock, or shall take any other action
         of a similar nature affecting such shares, the number of shares of
         Registered Common Stock to be issued shall be adjusted to the extent
         appropriate to reflect such event, including appropriate adjustments to
         account for any such event that occurs during the period of five
         Trading Days set forth in the previous sentence. The number of shares
         of Registered


                                      - 6 -

<PAGE>   7

         Common Stock to be issued as a dividend shall be rounded to the nearest
         whole share after aggregating all shares of Series B Preferred Stock
         owned by a Holder.

                  (C) If, on any Dividend Payment Date, the Company fails to pay
         dividends, then until the dividends that were scheduled to be paid on
         such date are paid, such dividends shall cumulate and shall accrue
         additional dividends to and including the date of payment thereof at
         the Dividend Rate then in effect, compounded quarterly on each
         subsequent Dividend Payment Date. Unpaid dividends for any period less
         than a full Dividend Period shall cumulate on a day-to-day basis and
         shall be computed on the basis of a 360-day year of twelve 30-day
         months.

                  (D) So long as any shares of the Series B Preferred Stock
         shall be outstanding, (i) the Company shall not and shall not allow its
         Subsidiaries to declare or pay any dividend whatsoever, whether in
         cash, property or otherwise, set aside any cash or property for the
         payment of dividends, or make any other distribution on any Junior
         Securities (except a dividend or distribution payable in shares of
         Common Stock), (ii) the Company shall not and shall not allow its
         Subsidiaries to declare or pay any dividend whatsoever, whether in
         cash, property or otherwise, set aside any cash or property for the
         payment of dividends, or make any other distribution on any Parity
         Securities (except a dividend or distribution payable in shares of
         Common Stock), except for dividends paid to the Company or any of its
         wholly-owned Subsidiaries and (iii) the Company shall not and shall
         not allow its Subsidiaries to repurchase, redeem or otherwise acquire
         for value or set aside any cash or property for the repurchase or
         redemption of any Junior Securities or Parity Securities other than as
         the Company may be contractually obligated as of the date of this
         Agreement, which obligations were disclosed in writing to Fletcher
         before the date of the Main Agreement, unless in each such case all
         dividends to which the Holders of the Series B Preferred Stock shall
         have been entitled to receive for all previous Dividend Periods shall
         have been paid.

         4. Liquidation Preference. In the event of any Liquidation, after
payment or provision for payment by the Company of the debts and other
liabilities of the Company and the liquidation preference of any Senior
Securities that rank senior to the Series B Preferred Stock with respect to
distributions upon Liquidation, each Holder shall be entitled to receive an
amount in cash for each share of the then outstanding Series B Preferred Stock
held by such Holder equal to the Stated Value per share plus an amount equal to
all accrued but unpaid dividends thereon, whether or not earnings are available
in respect of such dividends or such dividends have been declared, to and
including the date full payment is tendered to the Holders with respect to such
Liquidation and no more (such amount being referred to herein as the
"Liquidation Preference") before any distribution shall be made to the holders
of any Junior Securities (and any Senior Securities or Parity Securities that,
with respect to distributions upon Liquidation, rank junior to the Series B
Preferred Stock) upon the Liquidation of the Company. In case the assets of the
Company available for payment to the Holders are insufficient to pay the full
Liquidation Preference on all outstanding shares of the Series B Preferred Stock
and all outstanding shares of Parity Securities and Senior Securities that, with
respect to distributions upon Liquidation, are pari passu with the Series B
Preferred Stock in the amounts to which the holders of such shares are entitled,
then the entire assets of the Company available for payment to the Holders and
to the holders of such Parity Securities and Senior


                                      - 7 -

<PAGE>   8

Securities shall be distributed ratably among the Holders of the Series B
Preferred Stock and the holders of such Parity Securities and Senior Securities,
based upon the aggregate amount due on such shares upon Liquidation. Written
notice of any Liquidation of the Company, stating a payment date and the place
where the distributable amounts shall be payable, shall be given by facsimile
and overnight delivery not less than ten days prior to the payment date stated
therein, to the Holders of record of the Series B Preferred Stock, if any, at
their respective addresses as the same shall appear on the books of the Company.

         5. Voting Rights. The Holders shall have the following voting rights
with respect to the Series B Preferred Stock:

                  (A) Each share of Series B Preferred Stock shall entitle the
         holder thereof to the voting rights specified in Sections 5(B), 5(C),
         5(D) and 5(E) and no other voting rights except as required by law.

                  (B) Whenever, at any time or times, dividends payable on the
         Series B Preferred Stock shall be in arrears in an aggregate amount
         greater than (2) quarterly dividends, there shall be vested in the
         Holders, voting as a separate class and with one vote for each share,
         the right, at their option, to elect and appoint to the Board of
         Directors of the Company, and the Company shall otherwise take
         appropriate action as necessary to permit the inclusion on the Board of
         Directors of, a number of persons (not to be less than a minimum of one
         designee) designated by the Holders such that, following such election,
         such designees represent a percentage of the total members of the Board
         of Directors (assuming no vacancies) that most nearly approximates
         (regardless of any limits imposed by the 65 Day Notice and Issuance
         Blockage restrictions) the proportion that (i) the sum of (A) the total
         number of then outstanding shares of Series B Preferred Stock
         (calculated on an as-if- converted to Common Stock basis as of the date
         such election is held as if such date were the Conversion Date) plus
         (B) the total number of then outstanding shares of Common Stock held by
         such Holders plus (C)the total number of shares of Common Stock
         underlying the unexercised portion of the Warrant (on an
         as-if-exercised basis as of the date such election is held as if such
         date were the Exercise Date), bears to (ii) the total outstanding
         shares of the voting capital stock of the Company (including
         outstanding shares of Series B Preferred Stock and unexercised rights
         under the Warrant, calculated on an as-if-converted to Common Stock
         basis). Such right of the Holders to vote for the election of a
         director or directors may be exercised, at their option, at any annual
         meeting or at any special meeting called for such purpose, or at any
         adjournment thereof, until all arrearages in dividends on the
         outstanding shares of Series B Preferred Stock shall have been paid in
         full, and when so paid, then all rights of the Holders under this
         Section 5(B) shall cease until the next such arrearage, if any. So long
         as such right to vote continues, upon written request of the Holders of
         ten percent (10%) or more of the outstanding Series B Preferred Stock
         addressed to the Company at the address set forth in the Main
         Agreement, the Secretary of the Company shall call a special meeting of
         the Holders for the election of such director or directors as provided
         herein.

                  (C) Such meeting shall be held within twenty (20) days after
         delivery of such request to such Secretary, at the place and upon the
         notice provided by law and in the Bylaws


                                      - 8 -

<PAGE>   9

         of the Company for the holding of meetings of its stockholders. If such
         notice of meeting is not given within ten (10) days of the request
         described in the prior sentence, the Holders of Series B Preferred
         Stock requesting such meeting may also call such meeting or may act by
         written consent and for such purposes shall have access to the stock
         books and records of the Company. At any meeting so called or at any
         other meeting held while the Holders of shares of Series B Preferred
         Stock shall have the voting power provided in Section 5(B), the Holders
         of a majority of the shares of Series B Preferred Stock present in
         person or by proxy or voting by written consent, shall be sufficient to
         constitute a quorum of the Holders for the election of directors as
         herein provided. If at any such meeting or any adjournment thereof the
         Holders of at least a majority of the then outstanding shares of Series
         B Preferred Stock then entitled to vote in such election shall be
         present or represented by proxy or acting by written consent, then, by
         vote (or action by written consent) of the Holders of at least the
         majority of all such shares of Series B Preferred Stock present or
         represented in such meeting, the then authorized number of directors of
         the Company shall be increased by the number necessary to allow all
         directors elected by the Holders to be seated (less any vacancies then
         existing on the Board) and the Holders of such shares of Series B
         Preferred Stock shall be entitled to elect such additional director or
         directors (or fill such vacancy or vacancies).

                  (D) The director or directors so elected shall serve until the
         next annual meeting of the Company's stockholders for the election of
         directors or until his or her successor(s) shall be elected and shall
         qualify; provided, however, that whenever all arrearages in dividends
         on all outstanding shares of Series B Preferred Stock shall have been
         paid, the term of office of the person(s) so elected as director(s)
         shall forthwith terminate, and, if the size of the Board shall have
         been increased as provided herein, the number of the whole Board shall
         be reduced accordingly. If any director so elected by the Holders shall
         cease to serve as director before his or her term shall expire, the
         Holders, at a special meeting of such Holders called as provided above,
         may elect a successor to hold office for the unexpired term of such
         director.

                  (E) The consent of the Holders of at least a Majority of the
         Series B Preferred Stock, voting separately as a single class with one
         vote per share, in person or by proxy, either in writing without a
         meeting or at an annual or a special meeting of such Holders called for
         the purpose, shall be necessary to:

                           (i) amend, alter or repeal, by way of merger or
                  otherwise, any of the provisions of the Certificate, including
                  the Certificate of Rights and Preferences, or Bylaws of the
                  Company so as to:

                                    (A) change any of the rights, preferences or
                           privileges of Holders. Without limiting the
                           generality of the preceding sentence, such change
                           includes any action that would:

                                             (1) Reduce the dividend rates on
                                    the Series B Preferred Stock, or make such
                                    dividends non-cumulative, or defer the date
                                    from


                                      - 9 -

<PAGE>   10

                                    which dividends will accrue, or cancel
                                    accrued and unpaid dividends, or change the
                                    relative seniority rights of the holders of
                                    Series B Preferred Stock as to the payment
                                    of dividends in relation to the holders of
                                    any other capital stock of the Company;

                                             (2) Reduce the amount payable to
                                    the holders of the Series B Preferred Stock
                                    upon the voluntary or involuntary
                                    liquidation, dissolution, or winding up of
                                    the Company, or change the relative
                                    seniority of the liquidation preferences of
                                    the holders of the Series B Preferred Stock
                                    to the rights upon liquidation of the
                                    holders of any other capital stock of the
                                    Company;

                                             (3) Make the Series B Preferred
                                    Stock redeemable at the option of the
                                    Corporation; or

                                             (4) Change the authorized number of
                                    directors of the Company at any time when
                                    the Holders of shares of Series B Preferred
                                    Stock have the voting power provided in
                                    Section 5(B).

                                    (B) authorize, create or issue any shares of
                           Parity Securities or Senior Securities (or amend the
                           provisions of any existing class of Capital Stock to
                           make such class of Capital Stock a class of Parity
                           Securities or Senior Securities); or


                           (ii) Permit any Subsidiary of the Company to issue or
                  sell, or obligate itself to issue or sell, except to the
                  Company or any wholly owned Subsidiary, any security of such
                  Subsidiary or all or substantially all of the assets of any
                  Subsidiary; or

                           (iii) Increase or decrease (other than by redemption
                  or conversion) the total number of authorized shares of
                  Preferred Stock or amend any provisions of any Capital Stock
                  so as to make such Capital Stock redeemable by the Company.

         6. Conversion.

                  (A) Procedure for Conversion

                           (i) Shares of Series B Preferred Stock are
                  convertible into Common Stock at the Conversion Rate per share
                  at the option of the Holders thereof at any time. Conversion
                  of shares of Series B Preferred Stock may be effected by
                  delivering a duly executed written Conversion Notice, in form
                  and substance as attached to the Main Agreement, by facsimile,
                  mail or overnight courier delivery, to the Company's address
                  set forth in Section 19 of the Main Agreement. The closing of
                  such exercise shall take place (a) on the third Trading Day
                  following and


                                     - 10 -

<PAGE>   11



                  excluding the date the Conversion Notice is delivered, (b)
                  such later date as the conditions set forth in Section
                  6(A)(ii) have been waived or satisfied or (c) any other date
                  upon which the exercising Holder and the Issuer mutually agree
                  (the "Conversion Closing Date").

                           (ii) It shall be a condition of the converting
                  Holder's obligation to close that each of the following are
                  satisfied, unless waived by such Holder:

                                    (A) (1) the representations and warranties
                           made by the Company in the Main Agreement shall be
                           true and correct as of the Conversion Closing Date,
                           except as otherwise disclosed prior to the date of
                           the Conversion Notice to the registered Holders of
                           the Series B Preferred Stock either in writing
                           directed to them or in a periodic or current report
                           filed with the SEC; (2) the Company shall have
                           complied fully with all of the covenants and
                           agreements in the Main Agreement; (3) all shares to
                           be issued upon such conversion are duly listed and
                           admitted to trading on the principal securities
                           exchange, if any, on which the Company's Common Stock
                           is listed; and such Holder shall have received a
                           certificate of the Chief Executive Officer or the
                           Chief Financial Officer of the Company dated such
                           date and to the effect of clauses (1), (2) and (3).

                                    (B) On the Conversion Closing Date, the
                           Company shall have delivered to the Holder an opinion
                           of Ervin, Cohen & Jessup LLP (or such other counsel
                           reasonably satisfactory to such Holder) reasonably
                           satisfactory to such Holder, dated the date of
                           delivery, confirming in substance the matters covered
                           in paragraphs (a), (b), (c), (d), (e) and (f) of
                           Section 3 of the Main Agreement, subject to any
                           changes required to reflect the exceptions referred
                           to in clause (ii)(A)(1) above.

                  The Company shall use commercially reasonable efforts to cause
                  each of the foregoing conditions to be satisfied at the
                  earliest possible date. If such conditions are not satisfied
                  or waived prior to the third Trading Day following the date
                  the Conversion Notice is delivered, then the Holder may, at
                  its sole option, and at any time, withdraw the Conversion
                  Notice by written notice to the Company regardless of whether
                  such conditions have been satisfied or waived as of the
                  withdrawal date and, after such withdrawal, shall have no
                  further obligations with respect to such Conversion Notice and
                  may submit a Conversion Notice with respect to the shares
                  referenced in the original Conversion Notice at any time.
                  Withdrawal of such Conversion Notice shall be the exercising
                  Holder's sole remedy for the Issuer's failure to cause such
                  conditions to be satisfied, except to the extent that such
                  failure constitutes a breach of the provisions of the Main
                  Agreement.


                                     - 11 -

<PAGE>   12

                           (iii) Each Conversion of Series B Preferred Stock
                  shall be deemed to have been effected immediately prior to the
                  close of business on the Trading Day on which the Conversion
                  Notice is delivered as provided in Section 6(A)(i), and at
                  such time the Person or Persons in whose name or names any
                  certificate or certificates for shares of Common Stock (or
                  Other Securities) shall be issuable upon such conversion as
                  provided in Section 6(A)(iv) shall be deemed to have become
                  the holder or holders of record thereof. The foregoing
                  notwithstanding, such conversion shall not be deemed effective
                  if and as of the date that the Holder delivers written notice
                  of withdrawal to the Company as set forth in Section 6(A)(ii)
                  above.

                           (iv) On the Conversion Closing Date, the Holder shall
                  surrender the certificate representing the shares of Series B
                  Preferred Stock to be converted to the Company at the address
                  set forth for notices to the Company in Section 19 of the Main
                  Agreement, and such Holder shall thereupon be entitled to
                  receive the number of duly authorized, validly issued, fully
                  paid and nonassessable shares of Common Stock (or Other
                  Securities) to which such Holder is entitled upon such
                  conversion.

                           (v) On the Conversion Closing Date, the Company at
                  its expense (including the payment by it of any applicable
                  issue taxes) will cause to be issued in the name of and
                  delivered to the Holder whose Series B Preferred Stock is
                  being converted via book-entry transfer (if available to the
                  Company), or if such Holder shall direct, at such address
                  specified by the Holder via reputable overnight courier, one
                  or more certificates for the number of duly authorized,
                  validly issued, fully paid and nonassessable shares of Common
                  Stock (or Other Securities) to which such Holder shall be
                  entitled upon such conversion, plus, in lieu of any fractional
                  share to which such Holder would otherwise be entitled, cash
                  in an amount equal to the same fraction of the Market Price
                  per share on the Trading Day immediately preceding the date of
                  such conversion, and, in case such conversion is for only part
                  of the shares represented by the certificate surrendered, at
                  such address specified by the Holder via reputable overnight
                  courier, a new Preferred Stock certificate of like tenor,
                  calling in the aggregate on the face or faces thereof for the
                  number of shares of Series B Preferred Stock which have not
                  been converted into Common Stock upon such conversion.

                  (B) The Company shall at all times reserve for issuance such
         number of its shares of Common Stock as shall be required under the
         Main Agreement.

                  (C) The Company will procure, at its sole expense, the listing
         of the Common Stock issuable upon conversion of the Series B Preferred
         Stock and shares issuable as dividends hereunder, subject to issuance
         or notice of issuance, on all stock exchanges on which the Common Stock
         is then listed, no later than the date on which such Series B Preferred
         Stock is issued to the Holder and thereafter shall use its best efforts
         to prevent delisting of such shares. The Company will pay any and all
         documentary stamp or similar issue or transfer taxes that may be
         payable in respect of the issuance or delivery of shares of Common
         Stock on conversion of shares of the Series B Preferred Stock. The
         Company shall


                                     - 12 -

<PAGE>   13

         not, however, be required to pay any tax which may be payable in
         respect of any transfer involving the issue and delivery of shares of
         Common Stock in a name other than that in which the shares of Series B
         Preferred Stock so converted were registered, and no such issue and
         delivery shall be made unless and until the person requesting such
         issue has paid to the Company the amount of any such tax, or has
         established, to the reasonable satisfaction of the Company, that such
         tax has been paid.

                  (D) No fractional shares or scrip representing fractional
         shares shall be issued upon the conversion of the Series B Preferred
         Stock. If any such conversion would otherwise require the issuance of a
         fractional share of Common Stock, an amount equal to such fraction
         multiplied by the current Market Price per share of Common Stock on the
         date of conversion shall be paid to the Holder in cash by the Company.
         If more than one share of Series B Preferred Stock shall be surrendered
         for conversion at one time by or for the same Holder, the number of
         full shares of Common Stock issuable upon conversion thereof shall be
         computed on the basis of the aggregate number of shares of Series B
         Preferred Stock so surrendered.

                  (E) Business Combinations.

                           (i) In case the Company after the date hereof (a) is
                  party to any acquisition of the Company by means of merger or
                  other form of corporate reorganization in which outstanding
                  shares of the Company are exchanged for securities or other
                  consideration issued, or caused to be issued, by the Acquiring
                  Person or its Parent, Subsidiary or affiliate, (b) a sale of
                  all or substantially all of the assets of the Company (on a
                  consolidated basis) in a single transaction or series of
                  related transactions, (c) any other transaction or series of
                  related transactions by the Company in which the power to cast
                  the majority of the eligible votes at a meeting of the
                  Company's stockholders at which directors are elected is
                  transferred to a single entity or group acting in concert, or
                  (d) shall effect a capital reorganization or reclassification
                  of the Common Stock or Other Securities (other than a
                  reorganization or reclassification in which the Common Stock
                  or Other Securities are not converted into or exchanged for
                  cash or other property, and, immediately after consummation of
                  such transaction, the stockholders of the Company immediately
                  prior to such transaction own the Common Stock, Other
                  Securities or other voting stock of the Company in
                  substantially the same proportions relative to each other as
                  such stockholders owned immediately prior to such
                  transaction), then, and in the case of each such transaction
                  (each of which is referred to herein as "Business
                  Combination"), proper provision shall be made so that, upon
                  the basis and the terms and in the manner provided herein, the
                  Holder of each unconverted share of Series B Preferred Stock,
                  upon conversion hereof at any time after the consummation of
                  such Business Combination, shall be entitled to receive upon
                  such conversion, in lieu of the Common Stock or Other
                  Securities issuable upon such conversion prior to such
                  consummation, either of the following, as shall be elected, in
                  whole or in part, from time to time, by such Holder:


                                     - 13 -

<PAGE>   14



                                    (A) the stock and other securities, cash and
                           property to which such Holder would have been
                           entitled upon such consummation if such Holder had
                           converted such Series B Preferred Stock immediately
                           prior thereto;

                                    (B) the number of shares of common stock of
                           the Acquiring Person or its Parent, at the election
                           of the Holder, determined by dividing (A) the amount
                           equal to the product obtained by multiplying (1) the
                           number of shares of the Company's Common Stock (or
                           Other Securities) to which such Holder would have
                           been entitled had such holder converted such Series B
                           Preferred Stock immediately prior to such
                           consummation, times (2) the greater of the
                           Acquisition Price and the Conversion Price in effect
                           on the Trading Day immediately preceding the date of
                           such consummation, by (B) the Market Price per share
                           of the common stock of the Acquiring Person or its
                           Parent, as the case may be, on the Trading Day
                           immediately preceding the date of such consummation;
                           or

                                    (C) the number of shares of common stock of
                           the Acquiring Person or its Parent, at the election
                           of the Holder, determined by dividing (A) the Stated
                           Value of the converted share by (B) the lesser of (1)
                           the average of the daily Market Prices of the common
                           stock of the Acquiring Person or its Parent, as the
                           case may be, for the period of forty Trading Days
                           ending and excluding five Trading Days before and
                           excluding that date, but no greater than the lowest
                           of the following: (a) the average of the daily Market
                           Prices of the common stock of the Acquiring Person or
                           its Parent, as the case may be, for the first three
                           Trading Days of that forty day period; and (b) the
                           average of the daily Market Prices of the common
                           stock of the Acquiring Person or its Parent, as the
                           case may be, for the last three Trading Days of that
                           forty day period, and (2) the quotient of (a) the
                           product of (i) $10.075 (but if before such
                           consummation the Company shall combine, subdivide or
                           reclassify its Common Stock , or shall declare any
                           dividend payable in shares of Common Stock, or shall
                           take any other action of a similar nature affecting
                           such shares, this amount shall be adjusted to the
                           extent appropriate to reflect such event or events)
                           and (ii) the Market Price per share of the common
                           stock of the Acquiring Person or its Parent, as the
                           case may be, on the Trading Day immediately preceding
                           the date of such consummation divided by (b) the
                           Market Price per share of the Company's Common Stock
                           on the Trading Day immediately preceding the date of
                           such consummation. The foregoing notwithstanding, if
                           the Acquiring Person or its Parent, as the case may
                           be, shall combine, subdivide or reclassify its Common
                           Stock, or shall declare any dividend payable in
                           shares of its Common Stock, or shall take any other
                           action of a similar nature affecting such shares, the
                           conversion price in this clause (C) shall be adjusted
                           to the extent appropriate to reflect such event,
                           including appropriate adjustments to account for any
                           such event that occurs during any of the measurement
                           periods set forth in the previous sentence.


                                     - 14 -

<PAGE>   15

                                    (D) cash in an amount equal to 133% of the
                           Stated Value of such share of Series B Preferred
                           Stock, provided, however, that the Company shall not
                           under any circumstances be obligated to pay cash to
                           any Holder, the Company's obligation being limited to
                           the obligation to require any Acquiring Person to
                           agree to pay such cash in circumstances where a cash
                           payment would be required.
 .
                           (ii) Notwithstanding anything contained herein or in
                  the Main Agreement to the contrary, the Company will not
                  effect any Business Combination unless the requirements of
                  Section 10 of the Main Agreement have been met and unless,
                  prior to the consummation thereof, each Person (other than the
                  Company) which may be required to deliver any stock,
                  securities, cash or property upon conversion of Series B
                  Preferred Stock as provided herein shall assume, by written
                  instrument delivered to, and reasonably satisfactory to, the
                  Holders of a Majority of the Series B Preferred Stock, (A) the
                  obligations of the Company under this Certificate of Rights
                  and Preferences (and if the Company shall survive the
                  consummation of such transaction, such assumption shall be in
                  addition to, and shall not release the Company from, any
                  continuing obligations of the Company under this Certificate
                  of Rights and Preferences) and (B) the obligation to deliver
                  to the Holders of Series B Preferred Stock such shares of
                  stock, securities, cash or property as, in accordance with the
                  foregoing provisions of this Section 6(E), such Holders may be
                  entitled to receive, and such Person shall have similarly
                  delivered to such Holders an opinion of counsel for such
                  Person, which counsel shall be reasonably satisfactory to
                  Holders of a Majority of the Series B Preferred Stock, stating
                  that the rights of such Holders under this Certificate of
                  Rights and Preferences shall thereafter continue in full force
                  and effect and the terms hereof, including, without
                  limitation, all of the provisions of this Section 6(E) shall
                  be applicable to the stock, securities, cash or property which
                  such Person may be required to deliver upon any conversion of
                  Preferred Stock or exercise of any rights pursuant hereto.

         7. Status of Converted Shares; Limitations on Series B Preferred Stock.
The Company shall return to the status of unauthorized and undesignated shares
of Preferred Stock each share of Series B Preferred Stock which shall be
converted or for any other reason acquired by the Company, and such shares
thereafter may have such characteristics and designations as the Board may
determine (subject to Section 5), provided, however, no share of Series B
Preferred Stock which shall be converted or otherwise acquired by the Company
shall thereafter be reissued, sold or transferred by the Company as Series B
Preferred Stock. The Company will not issue any further shares of Series B
Preferred Stock. The Company shall have no right to redeem the shares of Series
B Preferred Stock without the consent of a Majority of the Holders.


                                     - 15 -

<PAGE>   16

         IN WITNESS WHEREOF, this Certificate of Rights and Preferences has been
signed on behalf of the Company by its President and attested to by its
Secretary, all as of the 30th day of May, 2000.


                                        NEWPARK RESOURCES, INC.


                                        By: /s/ Matthew W. Hardey
                                            ------------------------------------
                                            Matthew W. Hardey, Vice President

ATTEST:


By: /s/ Edah Keating
    ---------------------------------
    Edah Keating, Secretary


                                     - 16 -

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AGREEMENT DATED MAY 30, 2000
<TEXT>

<PAGE>   1


                                                                     EXHIBIT 4.2



                                    AGREEMENT

                         BETWEEN NEWPARK RESOURCES, INC.

                       AND FLETCHER INTERNATIONAL LIMITED




                            DATED AS OF MAY 30, 2000












<PAGE>   2



                             INDEX OF DEFINED TERMS

<TABLE>
<CAPTION>
                                                                                                     PAGE
                                                                                                     ----

<S>                                                                                                    <C>
65 Day Notice ......................................................................................   14
Acquirer ...........................................................................................   19
Agreement ..........................................................................................    1
Auditor Report .....................................................................................    7
Average Price ......................................................................................   13
Benefit Plans ......................................................................................    5
Blackout Period ....................................................................................    9
Blackout Violation .................................................................................   10
Certificate of Rights and Preferences ..............................................................    1
claim ..............................................................................................    6
Closing ............................................................................................    1
Closing Date .......................................................................................    1
Combination ........................................................................................   20
Common Shares ......................................................................................    1
Common Stock .......................................................................................    1
Covered Security ...................................................................................    8
debt ...............................................................................................    6
Excess Notice Date .................................................................................   14
Excess Rights ......................................................................................   13
Excess Rights Notice ...............................................................................   13
Exchange Act .......................................................................................    2
Exercisable Number .................................................................................   14
First Refusal Stockholders .........................................................................   16
Fletcher ...........................................................................................    1
Fletcher Indemnified Party .........................................................................   22
Increase ...........................................................................................   14
Increase Notice ....................................................................................   14
Indemnification Amount .............................................................................   10
Indemnified Party ..................................................................................   24
Indemnifying Party .................................................................................   24
Investment Securities ..............................................................................    1
Issuance Blockage ..................................................................................   12
Maximum Number .....................................................................................   14
Newpark ............................................................................................    1
Newpark Indemnified Party ..........................................................................   23
Notice Period ......................................................................................   14
NYSE ...............................................................................................    2
Offer Notice .......................................................................................   16
Offered Shares .....................................................................................   16
Original Number ....................................................................................   12
Preferred Shares ...................................................................................    1
</TABLE>

                                        i

<PAGE>   3



<TABLE>
<S>                                                                                                     <C>
Preferred Stock ....................................................................................    5
Preferred Stock Conversion Delivery Notice .........................................................   12
Preferred Stock Conversion Notice ..................................................................   12
Proceeding .........................................................................................   22
Prospectus .........................................................................................    8
Registrable Number .................................................................................    7
Registration Requirement ...........................................................................    7
Registration Statement .............................................................................    8
Related Proceeding .................................................................................   27
Required Consent ...................................................................................   12
Required Registration Date .........................................................................    7
Rule 144 ...........................................................................................    8
Sales Contract .....................................................................................   10
SEC ................................................................................................    5
SEC Filing .........................................................................................    5
Securities Act .....................................................................................    5
Series B Preferred Stock ...........................................................................    1
Trading Day ........................................................................................    1
Trigger Date .......................................................................................   12
Warrant ............................................................................................    1
Warrant Exercise Delivery Notice ...................................................................   12
Warrant Exercise Notice ............................................................................   12
</TABLE>




                                       ii

<PAGE>   4
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----

         <S>      <C>                                                                                          <C>
         1.       Purchase and Sale...............................................................................1

         2.       Closing.........................................................................................2

         3.       Representations and Warranties of Newpark.......................................................2

         4.       Registration Provisions.........................................................................7

         5.       "Market Stand-Off" Agreement...................................................................11

         6.       Conversion of Preferred Shares; Exercise of Warrant............................................11

         7.       Representations and Warranties of Fletcher.....................................................14

         8.       Right of First Refusal.........................................................................15

         9.       Covenants of Newpark...........................................................................17

         10.      Consolidation, Merger, Etc.....................................................................19

         11.      Covenants of Fletcher..........................................................................19

         12.      Legend.........................................................................................19

         13.      Conditions Precedent to Fletcher's Obligations.................................................20

         14.      Conditions Precedent to Newpark's Obligations..................................................21

         15.      Fees and Expenses..............................................................................21

         16.      Non-Performance................................................................................21

         17.      Indemnification................................................................................21

         18.      Survival of the Representations, Warranties, etc...............................................24

         19.      Notices........................................................................................24

         20.      Miscellaneous..................................................................................26

         21.      Newpark's Obligations..........................................................................28

         22.      Time of Essence................................................................................28
</TABLE>


                                       iii

<PAGE>   5





<TABLE>
<S>                                                                                                            <C>
         FORM OF CERTIFICATE OF RIGHTS AND PREFERENCES OF
         CLASS B CONVERTIBLE PREFERRED STOCK OF
         NEWPARK RESOURCES, INC.................................................................................A-1

         FORM OF WARRANT CERTIFICATE............................................................................B-1

         FORM OF DELIVERY NOTICE ...............................................................................C-1

         AUDITOR REPORT.........................................................................................D-1

         FORM OF PREFERRED STOCK CONVERSION NOTICE..............................................................E-1

         FORM OF PREFERRED STOCK CONVERSION DELIVERY NOTICE.....................................................F-1

         FORM OF EXCESS RIGHTS NOTICE...........................................................................G-1
</TABLE>



                                       iv

<PAGE>   6





                                                                  EXECUTION COPY

                                    AGREEMENT


                  This Agreement (this "Agreement") dated as of May 30, 2000 is
entered into by and between Newpark Resources, Inc., a corporation organized
under the laws of Delaware (together with its successors, "Newpark"), and
Fletcher International Limited, a company organized under the laws of the Cayman
Islands (together with its successors, "Fletcher").

                  The parties hereto agree as follows:

                  1. Purchase and Sale. In consideration of and upon the basis
of the representations, warranties and agreements and subject to the terms and
conditions set forth in this Agreement:

                           a. Fletcher agrees to purchase from Newpark, and
         Newpark agrees to sell to Fletcher on the Closing Date (as defined
         below), in accordance with Section 2 below, 120,000 shares (the
         "Preferred Shares") of Newpark's Series B Convertible Preferred Stock,
         liquidation preference $250 per share (the "Series B Preferred Stock"),
         having the terms and conditions set forth in the Certificate of Rights
         and Preferences attached hereto as Annex A (the "Certificate of Rights
         and Preferences"), at an aggregate purchase price of $30,000,000. In
         addition, Newpark shall issue to Fletcher on the Closing Date one
         warrant substantially in the form attached hereto as Annex B (a
         "Warrant") to purchase from time to time up to an aggregate of
         1,900,000 shares (subject to the adjustments contained in the Warrant
         and this Agreement) of Newpark common stock, par value $0.01 per share
         (the "Common Stock") at a per share purchase price equal to $10.075.
         Fletcher shall have the right to convert the outstanding Preferred
         Shares, and to exercise the Warrant, into shares of Common Stock in the
         manner, and subject to the terms, specified in this Agreement and in
         the Certificate of Rights and Preferences and the Warrant,
         respectively.

                           b. The closing (the "Closing") of the sale of the
         Preferred Shares shall occur on the Trading Day following the
         satisfaction or, if applicable, waiver of the conditions set forth in
         Sections 13 and 14 hereof, or at such other date and time as Fletcher
         and Newpark shall mutually agree (such date, the "Closing Date"). As
         used herein, the term "Common Shares" means the shares of Common Stock
         issued and/or issuable under this Agreement, including shares issuable
         upon conversion of or as dividends under the Preferred Shares, upon
         exercise of the Warrant and all other shares issuable under the
         Certificate of Rights and Preferences, the Warrant or this Agreement;
         the term "Investment Securities" means the Warrant and Preferred Shares
         issued hereunder, and all Common Shares; the term "Trading Day" means
         any day on which the Common Stock may be traded on the NYSE; and the
         term "NYSE" means the New York Stock Exchange, but if the New York
         Stock Exchange is not then the principal U.S.




<PAGE>   7

         trading market for the Common Stock, then "NYSE" shall be deemed to
         mean the principal U.S. national securities exchange (as defined in the
         Securities Exchange Act of 1934, as amended ("the Exchange Act")) on
         which the Common Stock is then traded, or if such Common Stock is not
         then listed or admitted to trading on any national securities exchange
         but is designated as a national market system security or a Nasdaq
         SmallCap Market Security by the NASD, then such market system, or if
         such Common Stock is not listed or quoted on any of the foregoing, then
         the OTC Bulletin Board.

                  2. Closing. The Closing shall take place initially via
facsimile on the Closing Date in the manner set forth below; provided that
original certificates representing shares of Series B Preferred Stock and
Warrant shall be delivered via Federal Express on the second Trading Day
following the Closing Date to Fletcher as Fletcher instructs in writing, and
provided, further, that each original preferred stock certificate issued in
accordance with this Section 2 shall represent 20,000 shares of Series B
Preferred Stock (except that to the extent the number of shares of Series B
Preferred Stock to be delivered at any given time is not evenly divisible by
20,000, one stock certificate shall represent the remaining shares). At the
Closing, the following deliveries shall be made:

                           a. Series B Preferred Stock and Warrant. Newpark
         shall deliver to Fletcher six (6) stock certificates, each representing
         20,000 shares of Series B Preferred Stock, together with one Warrant
         duly executed by Newpark in definitive form, in each case duly
         registered on the books of Newpark as instructed by Fletcher.

                           b. Purchase Price. Fletcher shall cause to be wire
         transferred to Newpark, in accordance with the instructions set forth
         in Section 19, the aggregate purchase price of $30,000,000 in
         immediately available United States dollars.

                           c. Closing Documents. The closing documents required
         by Sections 13 and 14 shall be delivered to Fletcher and Newpark,
         respectively.

                           d. Delivery Notice. An executed copy of the delivery
         notice in the form attached hereto as Annex C shall be delivered to
         Fletcher.

The deliveries specified in this Section 2 shall be deemed to occur
simultaneously as part of a single transaction, and no delivery shall be deemed
to have been made until all such deliveries have been made.

                  3. Representations and Warranties of Newpark. Newpark hereby
represents and warrants to Fletcher on the Closing Date, as follows:

                           a. Newpark has been duly incorporated and is validly
         existing in good standing under the laws of Delaware or, after the
         Closing Date, if another entity has





                                       2
<PAGE>   8

         succeeded Newpark in accordance with the terms hereof, under the laws
         of one of the states of the United States.

                           b. The execution, delivery and performance of this
         Agreement and the Certificate of Rights and Preferences and the Warrant
         by Newpark (including the issuance of the Investment Securities) have
         been duly authorized by all requisite corporate action and no further
         consent or authorization of Newpark, its Board of Directors or its
         shareholders is required, except as otherwise contemplated by this
         Agreement.

                           c. This Agreement has been duly executed and
         delivered by Newpark and, when this Agreement is duly authorized,
         executed and delivered by Fletcher, will be a valid and binding
         agreement enforceable against Newpark in accordance with its terms,
         subject to bankruptcy, insolvency, reorganization, moratorium and
         similar laws of general applicability relating to or affecting
         creditors' rights generally and to general principles of equity.

                           d. Newpark has full corporate power and authority
         necessary to execute and deliver this Agreement and to perform its
         obligations hereunder and under the Certificate of Rights and
         Preferences and the Warrant (including the issuance of the Investment
         Securities).

                           e. No consent, approval, authorization or order of
         any court, governmental agency or other body is required for execution
         and delivery by Newpark of this Agreement or the performance by Newpark
         of any of its obligations hereunder and under the Certificate of Rights
         and Preferences and the Warrant other than such as may already have
         been received, except as otherwise contemplated by this Agreement.

                           f. Neither the execution and delivery by Newpark of
         this Agreement nor the performance by Newpark of any of its obligations
         hereunder and under the Certificate of Rights and Preferences and the
         Warrant:

                                    (i) violates, conflicts with, results in a
                  breach of, or constitutes a default (or an event which with
                  the giving of notice or the lapse of time or both would be
                  reasonably likely to constitute a default) under (A) the
                  certificates of incorporation or by-laws of Newpark or any of
                  its subsidiaries, (B) any decree, judgment, order, law,
                  treaty, rule, regulation or determination of which Newpark is
                  aware (or would be aware after due inquiry) of any court,
                  governmental agency or body, or arbitrator having jurisdiction
                  over Newpark or any of its subsidiaries or any of their
                  respective properties or assets, (C) the terms of any bond,
                  debenture, note or any other evidence of indebtedness, or any
                  agreement, stock option or other similar plan, indenture,
                  lease, mortgage, deed of trust or other instrument to which
                  Newpark or any of its subsidiaries is a party, by which
                  Newpark or any of its subsidiaries is bound, or to which any
                  of the properties or




                                       3
<PAGE>   9
                  assets of Newpark or any of its subsidiaries is subject, (D)
                  the terms of any "lock-up" or similar provision of any
                  underwriting or similar agreement to which Newpark or any of
                  its subsidiaries is a party or (E) any rule or regulation of
                  the National Association of Securities Dealers, Inc. or the
                  NYSE (subject to obtaining the Required Consents under
                  circumstances contemplated by Section 6(c) of this Agreement)
                  or any rule or regulation of the markets where Newpark's
                  securities are publicly traded applicable to Newpark or the
                  transactions contemplated here by; or

                                    (ii) results in the creation or imposition
                  of any lien, charge or encumbrance upon any Investment
                  Securities or upon any of the properties or assets of Newpark
                  or any of its subsidiaries.

                           g. Newpark has validly reserved for issuance to
         Fletcher 120,000 shares of Series B Preferred Stock pursuant to this
         Agreement and 8,000,000 shares of Common Stock (or such greater number
         as may be required by Section 9(h)) for issuance upon conversion of the
         Preferred Shares and exercise of the Warrant. When issued to Fletcher
         against payment therefor, each Investment Security:

                                    (1) will have been duly and validly
                           authorized, duly and validly issued, fully paid and
                           non-assessable;

                                    (2) will be free and clear of any security
                           interests, liens, claims or other encumbrances (other
                           than security interests, liens, claims or other
                           encumbrances created solely by Fletcher); and

                                    (3) will not have been issued or sold in
                           violation of any preemptive or other similar rights
                           of the holders of any securities of Newpark.

                           h. Newpark satisfies all maintenance criteria of the
         New York Stock Exchange or, after the Closing Date, has a valid
         exemption from such criteria of which it has previously notified
         Fletcher in writing. No present set of facts or circumstances will
         (with the passage of time or the giving of notice or both or neither)
         cause any of the Common Stock to be delisted from the New York Stock
         Exchange. All of the Covered Securities (as defined in Section 4.b)
         will, when issued, be duly listed and admitted for trading on all of
         the markets where shares of Common Stock are traded, including the New
         York Stock Exchange.

                           i. There is no pending or, to the best knowledge of
         Newpark, threatened action, suit, proceeding or investigation before
         any court, governmental agency or body, or arbitrator having
         jurisdiction over Newpark or any of its affiliates that would affect
         the execution by Newpark of, or the performance by Newpark of its





                                       4
<PAGE>   10

         obligations under, this Agreement, the Certificate of Rights and
         Preferences or the Warrant.

                           j. Since December 31, 1997, none of Newpark's filings
         with the United States Securities and Exchange Commission (the "SEC")
         under the Securities Act of 1933, as amended (the "Securities Act") or
         under Section 13(a) or 15(d) of the Exchange Act (each an "SEC Filing")
         contained any untrue statement of a material fact or omitted to state
         any material fact necessary in order to make the statements, in the
         light of the circumstances under which they were made, not misleading.
         Since the date of Newpark's most recent SEC Filing, there has not been,
         and Newpark is not aware of, any development that is reasonably likely
         to result in any material adverse change in the condition, financial or
         otherwise, or in the business affairs or prospects of Newpark, whether
         or not arising in the ordinary course of business.

                           k. The offer and sale of the Investment Securities to
         Fletcher pursuant to this Agreement will, subject to compliance by
         Fletcher with the applicable representations and warranties contained
         in Section 7 hereof and with the applicable covenants and agreements
         contained in Section 11 hereof, be made in accordance with the
         provisions and requirements of Securities Act Section 4(2) or
         Regulation D promulgated under the Securities Act and any applicable
         state law.

                           l. As of the date hereof, the authorized capital
         stock of Newpark consists of 100,000,000 shares of Common Stock and
         1,000,000 shares of preferred stock, par value $0.01 ("Preferred
         Stock"). As of May 25, 2000, (A) 69,159,752 shares of Common Stock and
         150,000 shares of Preferred Stock were issued and outstanding, (B)
         8,247,056 shares of Common Stock and no shares of Preferred Stock are
         currently reserved and subject to issuance upon the exercise of
         outstanding stock options, warrants or other convertible rights, (C)
         668 shares of Common Stock are held in the treasury of Newpark, (D) up
         to 4,101,952 additional shares of Common Stock may be issued under the
         1993 Non-Employee Directors' Stock Option Plan, the Amended and
         Restated Newpark Resources, Inc. 1995 Incentive Stock Option Plan, the
         Newpark Resources, Inc. Cash and Stock Incentive Plan and the 1999
         Employee Stock Purchase Plan (collectively, the "Benefit Plans") and
         (E) 228,637 shares of Common Stock reserved for issuance as dividends
         on the Series A Cumulative Perpetual Preferred Stock and a presently
         indeterminate number of shares issuable upon conversion of the
         currently outstanding Series A Cumulative Perpetual Preferred Stock.
         All of the outstanding shares of Common Stock are, and all shares of
         capital stock which may be issued pursuant to stock options, warrants
         or other convertible rights will be, when issued and paid for in
         accordance with the respective terms thereof, duly authorized, validly
         issued, fully paid and non-assessable and free of any preemptive rights
         in respect thereof. As of the date hereof, except as set forth above,
         and except for shares of Common Stock or other securities issued upon
         conversion, exchange, exercise or purchase associated with the
         securities, options, warrants, rights and other instruments referenced
         above, no shares of capital stock or other voting securities of Newpark
         were outstanding, no equity equivalents,




                                       5
<PAGE>   11

         interests in the ownership or earnings of Newpark or other similar
         rights were outstanding, and there were no existing options, warrants,
         calls, subscriptions or other rights or agreements or commitments
         relating to the capital stock of Newpark or any of its subsidiaries or
         obligating Newpark or any of its subsidiaries to issue, transfer, sell
         or redeem any shares of capital stock, or other equity interest in,
         Newpark or any of its subsidiaries or obligating Newpark or any of its
         subsidiaries to grant, extend or enter into any such option, warrant,
         call, subscription or other right, agreement or commitment. Attached
         hereto as Schedule 3(l) is a true and correct list as of the date of
         this Agreement of all outstanding options, warrants, calls,
         subscriptions and other rights or agreements or commitments relating to
         the issuance of additional shares of capital stock of Newpark and with
         respect to each a description of the number and class of securities and
         the exercise price thereof; provided that with respect to Benefit
         Plans, such schedule may summarize the total number of shares subject
         to, the range of exercise prices under and the average exercise prices
         of such options, warrants, calls, or other rights issued under the
         Benefit Plans.

                           m. Solvency. The sum of the assets of Newpark, both
         at a fair valuation and at present fair salable value, exceeds its
         liabilities, including contingent liabilities, Newpark has sufficient
         capital with which to conduct its business as presently conducted and
         as proposed to be conducted and Newpark has not incurred debts, and
         does not intend to incur debts, beyond its ability to pay such debts as
         they mature. For purposes of this paragraph, "debt" means any liability
         on a claim, and "claim" means (x) a right to payment, whether or not
         such right is reduced to judgment, liquidated, unliquidated, fixed,
         contingent, matured, unmatured, disputed, undisputed, legal, equitable,
         secured, or unsecured, or (y) a right to an equitable remedy for breach
         of performance if such breach gives rise to a payment, whether or not
         such right to an equitable remedy is reduced to judgment, fixed,
         contingent, matured, unmatured, disputed, undisputed, secured, or
         unsecured. With respect to any such contingent liabilities, such
         liabilities are computed at the amount which, in light of all the facts
         and circumstances existing at the time, represents the amount which can
         reasonably be expected to become an actual or matured liability.

                           n. Audited Financials. Attached hereto as Annex D is
         a true, correct and complete copy of (i) the report of Deloitte &
         Touche LLP to the board of directors and shareholders of Newpark dated
         March 26, 1999 (March 27, 2000 as to Note D thereto), together with the
         accompanying consolidated financial statements and schedules of Newpark
         at December 31, 1998 and the results of Newpark's operations and cash
         flows for each of the two (2) years in the period ended December 31,
         1998 (ii) the report of Arthur Andersen LLP dated March 27, 2000,
         together with the accompanying consolidated financial statements and
         schedules of Newpark at December 31, 1999 and the results of Newpark's
         operations and cash flows for the year ended December 31, 1999, as such
         report appears in the Annual Report on Form 10-K for the fiscal year
         ended December 31, 1999 filed by Newpark with the SEC (the "Auditor
         Report") and






                                       6
<PAGE>   12

         (iii) the written consent of Arthur Andersen LLP to the inclusion of
         its report described in clause (ii) herein.

                           o. Equivalent Value. As of the date hereof, the
         consideration that Newpark is receiving from Fletcher is equivalent in
         value to the consideration Fletcher is receiving from Newpark pursuant
         to this Agreement. As of the date hereof, under the terms of this
         Agreement, Newpark is receiving fair consideration from Fletcher for
         the agreements, covenants, representations and warranties made by
         Newpark to Fletcher.

                           p. No Non-Public Information. Fletcher has not
         requested from Newpark, and Newpark has not furnished to Fletcher, any
         material non-public information concerning Newpark or its subsidiaries.

                  4. Registration Provisions.

                           a. Newpark shall as soon as practicable and at its
         own expense, but in no event later than thirty (30) days after the
         Closing Date, file a Registration Statement (as defined below) under
         the Securities Act covering the resale of all of the Common Shares and
         shall use its best efforts to cause such Registration Statement to be
         declared effective not later than the 75th day following the Closing
         Date (the "Required Registration Date"). The obligations to have the
         Registration Statement declared effective and to maintain such
         effectiveness as provided in this Section 4 (subject to any Blackout
         Period that does not constitute a Blackout Violation) are referred to
         herein as the "Registration Requirement." Pursuant to the preceding
         sentence, Newpark shall register pursuant to such Registration
         Statement not less than the number of shares of Common Stock equal at
         least to the sum of (x) the 1,900,000 Common Shares initially issuable
         under the Warrant plus (y) all Common Shares that may become issuable
         under the Warrant pursuant to Sections 2, 3 and 4 thereof plus (z) (1)
         1.5 times (2) the total number of Common Shares issued or issuable
         under this Agreement excluding the Warrant (including all shares issued
         or issuable under the Preferred Shares, whether upon conversion, as
         dividends within the year following such date (assuming that all
         dividends are made as required in the Certificate of Rights and
         Preferences and are made in Common Stock) or otherwise on an
         as-converted basis as of such date) (the "Registrable Number"). Newpark
         shall promptly amend such Registration Statement (or, if necessary,
         file a new Registration Statement) at any time that the number of
         Common Shares issued and issuable under this Agreement exceeds eighty
         percent (80%) of the number of shares then registered so that the
         Registrable Number (as determined on such date) of Common Shares shall
         be registered and freely tradable.

                           b. Each Common Share is a "Covered Security" and the
         registration statement filed or required to be filed under the
         Securities Act in accordance with Section 4.a hereof is referred to as
         the "Registration Statement". Newpark shall provide prompt written
         notice to Fletcher when the Registration Statement has been declared
         effective by the SEC.




                                       7
<PAGE>   13

                           c. Newpark will use its best efforts to: (A) keep the
         Registration Statement effective until the earlier of (x) the later of
         (i) the second anniversary of the issuance of the last Covered Security
         that may be issued, or (ii) such time as all of the Covered Securities
         issued or issuable to Fletcher can be sold by Fletcher or any of its
         affiliates within a three (3)-month period without compliance with the
         registration requirements of the Securities Act pursuant to Rule 144
         under the Securities Act ("Rule 144") or (y) the date all of the
         Covered Securities issued or issuable shall have been sold by Fletcher;
         (B) prepare and file with the SEC such amendments and supplements to
         the Registration Statement and the prospectus used in connection with
         the Registration Statement (as so amended and supplemented from time to
         time, the "Prospectus") as may be necessary to comply with the
         provisions of the Securities Act with respect to the disposition of all
         Covered Securities by Fletcher or any of its affiliates; (C) furnish
         such number of Prospectuses and other documents incident thereto,
         including any amendment of or supplement to the Prospectus, as Fletcher
         from time to time may reasonably request; (D) cause all Covered
         Securities to be listed on each securities exchange and quoted on each
         quotation service on which similar securities issued by Newpark are
         then listed or quoted; (E) provide a transfer agent and registrar for
         all Covered Securities and a CUSIP number for all Covered Securities;
         (F) otherwise comply with all applicable rules and regulations of the
         SEC, the New York Stock Exchange and any other exchange or quotation
         service on which the Covered Securities are obligated to be listed or
         quoted under this Agreement; and (G) file the documents required of
         Newpark and otherwise obtain and maintain requisite blue sky clearance
         in (x) New York, Delaware and all other jurisdictions in which any of
         the shares of Common Stock were originally sold and (y) all other
         states specified in writing by Fletcher, provided, however, that as to
         this clause (y), Newpark shall not be required to qualify to do
         business or consent to service of process in any state in which it is
         not now so qualified or has not so consented. Fletcher shall have the
         right to approve the description of the plan of distribution and all
         other references to Fletcher contained in any Registration Statement
         and any Prospectus.

                           d. Newpark shall furnish to Fletcher upon request a
         reasonable number of copies of a supplement to or an amendment of any
         Prospectus as may be necessary in order to facilitate the public sale
         or other disposition of all or any of the Covered Securities by
         Fletcher or any of its affiliates pursuant to the Registration
         Statement.

                           e. With a view to making available to Fletcher and
         its affiliates the benefits of Rule 144 and Form S-3 under the
         Securities Act, Newpark covenants and agrees to: (A) make and keep
         available adequate current public information (within the meaning of
         Rule 144(c)) concerning Newpark, until the earlier of (x) the second
         anniversary of the issuance of the last Covered Security to be issued
         or (y) such date as all of the Covered Securities shall have been
         resold by Fletcher or any of its affiliates; and (B) furnish to
         Fletcher upon request, as long as Fletcher owns any Covered





                                       8
<PAGE>   14

         Securities, (x) a written statement by Newpark that it has complied
         with the reporting requirements of the Securities Act and the Exchange
         Act, (y) a copy of the most recent annual or quarterly report of
         Newpark, and (z) such other information as may be reasonably requested
         in order to avail Fletcher and its affiliates of Rule 144 or Form S-3
         with respect to such Covered Securities.

                           f. Notwithstanding anything else in this Section 4,
         if, at any time during which a Prospectus is required to be delivered
         in connection with the sale of any Covered Security, Newpark determines
         in good faith that a development has occurred or a condition exists as
         a result of which the Registration Statement or the Prospectus contains
         a material misstatement or omission, or that a material transaction in
         which Newpark is engaged or proposes to engage would require an
         amendment to the Registration Statement or a supplement to the
         Prospectus and the disclosure of such transaction would be premature or
         injurious to the consummation of the transaction, Newpark will
         immediately notify Fletcher thereof by telephone and in writing. Upon
         receipt of such notification, Fletcher and its affiliates will
         immediately suspend all offers and sales of any Covered Security
         pursuant to the Registration Statement. In such event, Newpark will
         amend or supplement the Registration Statement as promptly as
         practicable and will use its best efforts to take such other steps as
         may be required to permit sales of the Covered Securities thereunder by
         Fletcher and its affiliates in accordance with applicable federal and
         state securities laws. Newpark will promptly notify Fletcher after it
         has determined in good faith that such sales have become permissible in
         such manner and will promptly deliver copies of the Registration
         Statement and the Prospectus (as so amended or supplemented) to
         Fletcher in accordance with paragraphs (c) and (d) of this Section 4.
         Notwithstanding the foregoing, (A) under no circumstances shall Newpark
         be entitled to exercise its right to suspend sales of any Covered
         Securities pursuant to the Registration Statement more than twice in
         any twelve (12)-month period, (B) the period during which such sales
         may be suspended (each a "Blackout Period") shall not exceed thirty
         (30) days, and (C) no Blackout Period may commence less than thirty
         (30) days after the end of the preceding Blackout Period. If any
         Blackout Period shall exceed the duration or frequency limits set forth
         in clause (A) or (B) (a "Blackout Violation"), then from the first day
         of such Blackout Violation until the first anniversary of the last day
         of the Blackout Period causing such Blackout Violation, (i) the Warrant
         Price under the Warrant shall decrease by two and one-half percent
         (2.5%) and (ii) the Conversion Price under the Certificate of Rights
         and Preferences shall decrease by two and one-half percent (2.5%). If a
         second Blackout Violation occurs before (or if the original Blackout
         Violation shall continue on) the first anniversary of the first day of
         the original Blackout Violation, then (i) the Warrant Price under the
         Warrant shall decrease by an additional two and one-half percent (2.5%)
         and (ii) the Conversion Price under the Preferred Shares shall decrease
         by an additional two and one-half percent (2.5%). Each subsequent
         Blackout Violation occurring on or before the anniversary of the first
         day of such Blackout Violation shall cause the Warrant Price and
         Conversion Price each to decrease by two and one-half percent (2.5%) in
         addition to all prior decreases, provided that not more than one such
         additional decrease shall take effect in any twelve (12)-month period.






                                       9
<PAGE>   15

         All such adjustments in the Warrant Price and the Conversion Price
         shall continue until twelve (12) months shall have passed without a
         Blackout Violation.

                  Upon the commencement of a Blackout Period pursuant to this
         Section 4, Fletcher will notify Newpark of any contract to sell,
         assign, deliver or otherwise transfer any Covered Security (each a
         "Sales Contract") that Fletcher or any of its affiliates has entered
         into prior to the commencement of such Blackout Period and that would
         require delivery of such Covered Securities during such Blackout
         Period, which notice will contain the aggregate sale price and volume
         of Covered Securities pursuant to such Sales Contract. Upon receipt of
         such notice, Newpark will immediately notify Fletcher of its election
         either (i) to terminate the Blackout Period and, as promptly as
         practicable, amend or supplement the Registration Statement or the
         Prospectus in order to correct the material misstatement or omission
         and deliver to Fletcher copies of such amended or supplemented
         Registration Statement and Prospectus in accordance with paragraphs (c)
         and (d) of this Section 4, or (ii) to continue the Blackout Period in
         accordance with this paragraph. If Newpark elects to continue the
         Blackout Period (and, in any case, if a Blackout Violation occurs), and
         Fletcher or any of its affiliates are therefore unable to consummate
         the sale of Covered Securities pursuant to the Sales Contract, Newpark
         will promptly indemnify each Fletcher Indemnified Party (as such term
         is defined in Section 17.a. below) against any Proceeding (as such term
         is defined in Section 17.a. below) that each Fletcher Indemnified Party
         may incur arising out of or in connection with Fletcher's breach or
         alleged breach of any such Sales Contract, and Newpark shall reimburse
         each Fletcher Indemnified Party for any reasonable costs or expenses
         (including reasonable legal fees) incurred by such party in
         investigating or defending any such Proceeding (collectively, the
         "Indemnification Amount").

                           g. In addition to any other remedies available to
         Fletcher under this Agreement, if the Registration Statement has not
         been declared effective by the Required Registration Date or such
         Registration Statement is not available with respect to all Covered
         Securities (except during a Blackout Period or a Blackout Violation),
         then (A) the Conversion Price (as defined in the Certificate of Rights
         and Preferences) shall be permanently decreased by two and one-half
         percent (2.5%) for each month (or portion thereof), compounded monthly,
         that such Registration Statement shall not have been declared effective
         or such Registration Statement is not available with respect to all
         Covered Securities (except during a Blackout Period or a Blackout
         Violation), and (B) the Warrant Price (as defined in the Warrant
         Certificate) shall be permanently decreased by two and one-half percent
         (2.5%) for each month (or portion thereof), compounded monthly, that
         such Registration Statement shall not have been declared effective or
         such Registration Statement is not available with respect to all
         Covered Securities (except during a Blackout Period or a Blackout
         Violation); provided that any adjustment in this Section 4(g) caused by
         a Registration Statement that is available with respect to fewer than
         all of the Covered Securities shall affect all Covered Securities
         unless such





                                       10
<PAGE>   16

         Registration Statement is unavailable for less than 5,000 shares of
         Covered Securities, in which case such adjustment shall only affect
         such lesser number of Covered Securities.

                           h. Nothing in this Section 4 shall be construed to
         impose an obligation upon Newpark to register the Warrant or the
         Preferred Shares.

                  5. "Market Stand-Off" Agreement. If requested by Newpark and
an underwriter in a firm commitment underwritten public offering of Common Stock
with net proceeds of at least $25,000,000 to Newpark, after underwriter's
discounts or commissions and other fees or expenses, Fletcher shall not sell or
otherwise transfer or dispose of any Common Stock (other than Common Stock
included in the registration) during the ninety (90) day period (or such shorter
period, if so notified by Newpark in writing) following the effective date of a
registration statement of Newpark filed under the Securities Act, provided that:

                           a. such agreement shall only apply to registration
         statements of Newpark including securities to be sold on its behalf to
         the public in an underwritten offering where the effective date of any
         such registration statement shall not occur before the first
         anniversary of the effective date of the immediately prior registration
         statement with respect to which Fletcher was required to provide such
         agreement;

                           b. all officers and directors of Newpark, all
         purchasers or subsequent holders of Offered Shares (other than
         subsequent holders who acquire such securities through bona fide
         purchases in the public market) and all holders of Newpark Series A
         Cumulative Perpetual Preferred Stock are bound by and have entered into
         similar agreements; and

                           c. Newpark shall (and shall cause such underwriter
         to) use best efforts to cause such stand-off period not to exist or, if
         it does exist, to terminate at the earliest practicable date.

The obligations described in this Section 5 shall not apply to a registration
relating solely to employee benefit plans on Form S-1 or Form S-8 or similar
forms that may be promulgated in the future, or a registration relating solely
to a transaction on Form S-4 or similar forms that may be promulgated in the
future.

                  6. Conversion of Preferred Shares; Exercise of Warrant.

                           a. Preferred Shares are convertible into Common
         Shares in accordance with the terms and conditions set forth in Section
         6 of the Certificate of Rights and Preferences. The form of the
         "Preferred Stock Conversion Notice" to be executed and delivered by
         Fletcher to Newpark as specified therein is attached hereto as Annex E
         and the form of the "Preferred Stock Conversion Delivery Notice" to be
         executed and delivered by Newpark to Fletcher as specified therein is
         attached hereto as Annex F.




                                       11
<PAGE>   17

                           b. The Warrant is exercisable into Common Shares in
         accordance with the terms and conditions set forth in the Warrant
         Certificate. The form of the "Warrant Exercise Notice" to be executed
         and delivered by Fletcher to Newpark as specified therein is attached
         as Exhibit 1 to the Warrant and the form of the "Warrant Exercise
         Delivery Notice" to be executed and delivered by Newpark to Fletcher as
         specified therein is attached as Exhibit 2 to the Warrant.

                           c. In the event the number of Common Shares issued
         and/or issuable on any date (a "Trigger Date") together with any Common
         Shares issuable as dividends within one (1) year following such date,
         assuming that all such dividends are paid in Common Stock and are paid
         as they accrue, in each case without regard to any 65 Day Notice
         requirements, would result in Fletcher receiving more than seventeen
         and one-half percent (17.5%) of the shares of Common Stock outstanding
         as of the date of this Agreement (the "Original Number"), Newpark (A)
         shall not issue Common Shares (the "Issuance Blockage") to the extent
         that the total number of Common Shares issued hereunder would exceed
         nineteen and ninety-nine one-hundredths percent (19.99%) of the
         Original Number and such circumstance would require the approval (the
         "Required Consent") of the holders of Common Stock pursuant to the
         listing requirements or rules of the New York Stock Exchange (or such
         other U.S. national securities exchange on which Common Stock is then
         listed), (B) shall notify Newpark's stockholders of a stockholder
         meeting for the purpose of voting on the Required Consent within twenty
         (20) Trading Days from the Trigger Date, which meeting shall be held on
         or before the 60th calendar day after the Trigger Date, and (C) shall
         otherwise use its best efforts to obtain, on or before the 60th day
         after the Trigger Date, the Required Consent for the issuance of all
         Common Shares issued or issuable under this Agreement (including, but
         not limited to, all previously issued Common Shares and all unconverted
         Preferred Shares and any unexercised rights under the Warrant and all
         shares that may become issuable as dividends under the Preferred
         Shares, assuming that all such dividends are paid in Common Stock and
         are paid as they accrue) including, but not limited to, recommending to
         Newpark's stockholders that such stockholders give the Required Consent
         and not withdrawing such recommendation. If the Required Consent has
         not been obtained within such sixty (60)-day period, or Newpark
         otherwise does not have sufficient authorized shares to fulfill its
         obligation, Fletcher shall have the right to:

                  (x) instruct Newpark to apply to the payment required by
                  Section 1 of the Warrant such number of the shares of Common
                  Stock otherwise issuable to Fletcher upon such exercise as
                  shall be specified by Fletcher, in which case an amount equal
                  to the excess of (i) (A) the daily volume-weighted average
                  price on the NYSE or, if no such sale takes place on such
                  date, the average of the closing bid and asked prices on the
                  NYSE thereof on such date, in each case as reported by
                  Bloomberg, L.P. (or by such other entity as Fletcher and
                  Newpark may agree), or (B) if such Common Stock is not then
                  listed or admitted to trading on the NYSE, the higher of (1)
                  the book value thereof as determined by any firm of




                                       12
<PAGE>   18

                  independent public accountants of recognized standing selected
                  by the Board of Directors of the Issuer as of the last day of
                  any month ending within sixty (60) days preceding the date as
                  of which the determination is to be made or (2) the fair value
                  thereof determined in good faith by the Board of Directors of
                  the Issuer as of a date which is within eighteen (18) days of
                  the date as of which the determination is to be made (the
                  "Average Price") over (ii) the portion of the payment required
                  by Section 1 of the Warrant attributable to such shares shall
                  be deemed to have been paid to Newpark and the number of
                  Common Shares issuable upon such exercise shall be reduced by
                  such specified number, provided, however, that such
                  instructions shall not be honored and shall have no effect to
                  the extent that as a result of following such instructions,
                  the total number of Common Shares issued hereunder would cause
                  a Required Consent to be required;

                  (y) convert up to that amount of the Preferred Shares or
                  exercise any portion of the Warrant, the conversion or
                  exercise of which would result in the total number of shares
                  issued hereunder exceeding nineteen and ninety-nine
                  one-hundredths percent (19.99%) of the Original Number or that
                  number which is unavailable for issuance, as the case may be,
                  into the rights described herein (the "Excess Rights").
                  Fletcher shall exercise such right to obtain Excess Rights by
                  delivering one or more written notices in the form attached
                  hereto as Annex G (an "Excess Rights Notice") to Newpark from
                  time to time. The date an Excess Rights Notice is delivered
                  shall be an "Excess Notice Date." The stated value of the
                  Excess Rights shall be an amount equal to (1) in the case of
                  the Warrant the product of (A) the positive excess of the
                  Average Price on the Excess Notice Date over the Warrant Price
                  (as defined in the Warrant) per Common Share and (B) the
                  number of Common Shares that would be issuable in respect of
                  such exercise but for the Issuance Blockage (without regard to
                  any requirement to deliver a 65 Day Notice) and (2) in the
                  case of Preferred Shares the product of (A) the Average Price
                  on the Excess Notice Date and by (B) the number of Common
                  Shares that would be issuable in respect of such conversion
                  but for the Issuance Blockage (without regard to any
                  requirement to deliver a 65 Day Notice). From creation until
                  the first anniversary of the date on which the Required
                  Consent is obtained, Excess Rights may, in whole or in part,
                  from time to time, in any combination (i) be applied in lieu
                  of payment, with each dollar of stated value of Excess Rights
                  applied as a dollar of payment, of the Warrant Price under
                  Section 1 of the Warrant or (ii) be converted into additional
                  Preferred Shares (identical in all respects to the Preferred
                  Shares originally issued hereunder, provided that such shares
                  may bear a different name (e.g., "Series B-1 Convertible
                  Preferred Stock")) at the ratio of $250 of stated value of
                  Excess Rights to one Preferred Share, or

                  (z) any combination of clauses (x) and (y).




                                       13
<PAGE>   19

                           d. The aggregate number of Common Shares issuable
         upon conversion of the Preferred Shares and exercise of the Warrant
         shall not exceed the Maximum Number of shares of Common Stock. The
         "Maximum Number" equals the sum of 6,743,075 plus the Exercisable
         Number. The "Exercisable Number" is initially zero and thereafter may
         be increased upon expiration of a sixty-five (65) day period (the
         "Notice Period") after either (i) Fletcher delivers a notice (a"65 Day
         Notice") to Newpark designating an aggregate number of Common Shares in
         excess of the Maximum Number which shall be issuable upon conversion of
         the Preferred Shares or exercise of the Warrant, or (ii) Newpark
         delivers a notice (an "Increase Notice") stating the increase, if any
         (the "Increase"), in the aggregate number of Common Shares outstanding
         as of the last day of the preceding month over the number outstanding
         as of the last day of the second preceding month, or in the case of the
         last day of the month immediately following the Closing Date, the
         number of shares outstanding specified in Section 3(l), in which event
         the Exercisable Number shall be automatically increased by the number
         which is nine and three-quarters percent (9.75%) of the Increase. A 65
         Day Notice may be given at any time. Unless expressly waived by
         Fletcher, Newpark shall deliver an Increase Notice to Fletcher on or
         before the 10th day of every calendar month from and including the
         Closing Date. From time to time following the Notice Period, Common
         Stock may be issued to Fletcher on any Business Day for any quantity of
         Common Stock, such that the aggregate number of shares of Common Stock
         issued hereunder is less than or equal to the Maximum Number. Nothing
         in this Section 6(d) shall limit or apply to the creation or conversion
         of Excess Rights under Section 6(c)(y).

                           e. Newpark shall use best efforts to obtain from the
         Newpark stockholders, if required, the requisite authority to issue
         Common Shares to Fletcher in accordance with the terms of this
         Agreement.

                  7. Representations and Warranties of Fletcher. Fletcher hereby
represents and warrants to Newpark on the Closing Date:

                           a. Fletcher has been duly incorporated and is validly
         existing in good standing under the laws of the Cayman Islands.

                           b. The execution, delivery and performance of this
         Agreement by Fletcher have been duly authorized by all requisite
         corporate action and no further consent or authorization of Fletcher,
         its Board of Directors or its shareholders is required. This Agreement
         has been duly executed and delivered by Fletcher and, when duly
         authorized, executed and delivered by Newpark, will be a valid and
         binding agreement enforceable against Fletcher in accordance with its
         terms, subject to bankruptcy, insolvency, reorganization, moratorium
         and similar laws of general applicability relating to or affecting
         creditors' rights generally and to general principles of equity.




                                       14
<PAGE>   20

                           c. Fletcher understands that no United States federal
         or state agency has passed on, reviewed or made any recommendation or
         endorsement of the Investment Securities.

                           d. Subject to Section 4 hereof, Fletcher understands
         that the Investment Securities have not been registered under the
         Securities Act and may not be re-offered or resold in the United States
         other than pursuant to registration thereunder or an available
         exemption therefrom.

                           e. Fletcher is an "accredited investor" as such term
         is defined in Regulation D promulgated under the Securities Act.

                           f. Fletcher is purchasing the Investment Securities
         for its own account for investment only and not with a view to, or for
         resale in connection with, the public sale or distribution thereof in
         the United States, except pursuant to sales registered under the
         Securities Act or an exemption therefrom.

                           g. Fletcher understands that the Investment
         Securities are being or will be offered and sold to it in reliance on
         specific exemptions from the registration requirements of United States
         federal securities laws and that Newpark is relying on the truth and
         accuracy of, and Fletcher's compliance with, the representations,
         warranties, agreements, acknowledgments and understandings of Fletcher
         set forth herein in order to determine the availability of such
         exemptions and the eligibility of Fletcher to acquire the Investment
         Securities.

                           h. As of the date of this Agreement, the
         consideration that Newpark is receiving from Fletcher is equivalent in
         value to the consideration Fletcher is receiving from Newpark pursuant
         to this Agreement. As of the date of this Agreement, under the terms of
         this Agreement, Newpark is receiving fair consideration from Fletcher
         for the agreements, covenants, representations and warranties made by
         Newpark to Fletcher.

                           i. Fletcher has had access to documents publicly
         filed with the SEC by Newpark, and has been given a reasonable
         opportunity to ask questions of Newpark's officers regarding publicly
         available information concerning Newpark.

                  8. Right of First Refusal. Subject to the terms and conditions
specified in this Section 8, Newpark hereby grants to (i) Fletcher, (ii) any
wholly-owned subsidiary or affiliate of Fletcher, or (iii) any of Fletcher's
designees, which designee, along with the entities in clauses (i) and (ii)
above, then holds not less than one-half of the number of shares of Series B
Preferred Stock originally issued pursuant to this Agreement (the "First Refusal
Stockholders"), a right of first offer with respect to future sales by Newpark
of its Offered Shares (as hereinafter defined). Each time Newpark has a bona
fide proposal from a third party to acquire any shares of, or securities
convertible into or exercisable or exchangeable for any shares of, any class of
its capital stock ("Offered Shares") and Newpark wishes to sell the Offered
Shares to such third party,




                                       15
<PAGE>   21

Newpark shall first offer such Offered Shares to the First Refusal Stockholders
in accordance with the following provisions:

                           a. Newpark shall deliver a notice in accordance with
         Section 19 of this Agreement ("Offer Notice") to Fletcher stating (i)
         its bona fide intention to offer such Offered Shares, (ii) the number
         of such Offered Shares to be offered, (iii) the price and terms, if
         any, upon which it proposes to offer such Offered Shares, and (iv) the
         identity of the proposed purchasers of such shares and, if requested by
         Fletcher, such purchasers' affiliates and associates.

                           b. For ten (10) Trading Days after delivery of the
         Offer Notice, Newpark shall negotiate exclusively and in good faith
         with the First Refusal Stockholders with respect to the proposed sale
         of Offered Shares and Newpark shall not enter into or continue
         negotiations with, respond to, furnish information to, or consummate
         any transaction with any person or entity concerning any transaction
         regarding any shares of, or securities convertible into or exercisable
         or exchangeable for any shares of, any class of its capital stock.

                           c. Within ten (10) Trading Days after delivery of the
         Offer Notice, the First Refusal Stockholders may elect by delivering a
         written notice to Newpark, to purchase or obtain, at the price and on
         the terms specified in the Offer Notice (or on terms that are
         substantially similar to, or more favorable to Newpark than, the terms
         contained in the Offer Notice), all (and not less than all unless a
         third party agrees to purchase the remainder of such securities on
         terms that are substantially similar to, or more favorable to Newpark
         than, the terms contained in the Offer Notice) of the Offered Shares.
         If the Offer Notice specifies consideration other than cash is to be
         paid for the Offered Securities, the First Refusal Stockholders may, at
         their sole option, (if they choose to purchase such Offered Shares)
         deliver either of (i) such consideration or (ii) cash equal to the fair
         market value of such consideration on the date and at the time such
         offer is accepted. The closing of any such transaction shall occur not
         later than ten (10) Trading Days after Newpark receives written notice
         of such election. If the First Refusal Stockholders do not so elect
         within ten (10) days after delivery of the Offer Notice, then Newpark
         may sell the Offered Shares to any Person at the price and on terms
         that are no less favorable to Newpark than the terms contained in the
         Offer Notice within seventy (70) days after the date of the Offer
         Notice.

                           d. The right of first offer in this Section 8 shall
         not be applicable to any issuance or sale of any of the following
         securities:

                                    (i) Common Stock issued as consideration for
                  the acquisition of at least fifty percent (50%) of the voting
                  capital stock or assets of a bona fide operating company in a
                  similar or complementary line of business to that of Newpark,
                  as determined reasonably and in good faith by Newpark's board
                  of





                                       16
<PAGE>   22

                  directors whether through purchase, merger, consolidation,
                  tender offer or otherwise, provided that the purpose of
                  Newpark entering into any such transaction shall not be to
                  raise capital, directly or indirectly, or otherwise to avoid
                  the requirements of this Section 8,

                                    (ii) Common Stock issued pursuant to any
                  stock split, dividend or distribution payable in additional
                  shares of Common Stock or other securities or rights
                  convertible into, or entitling the holder thereof to receive
                  directly or indirectly, additional shares of Common Stock
                  without payment of any consideration by such holder,

                                    (iii) Common Stock issuable or issued to
                  employees, consultants or directors of Newpark directly or
                  pursuant to a stock option plan, employee stock purchase plan
                  or restricted stock plan, or other similar arrangements
                  related to compensation for services in effect on the date of
                  this Agreement or approved by Newpark's stockholders, in each
                  case in the ordinary course of business consistent with
                  Newpark's past practice,

                                    (iv) Common Stock issued in a bona fide firm
                  commitment underwritten offering to the public with net
                  proceeds of at least $25,000,000 to Newpark, after
                  underwriter's discounts or commissions and other fees or
                  expenses.

                                    (v) Common Stock issued as dividends on, or
                  upon conversion of, Newpark's Series A Cumulative Perpetual
                  Preferred Stock outstanding as of the date of this Agreement
                  and Series B Preferred Stock,

                                    (vi) Common Stock issuable under the Warrant
                  and the warrant issued to SCF-IV, L.P.; or

                                    (vii) Common Stock issued in connection with
                  a Combination.

                           (e) The right of first offer hereunder shall be of no
         further force or effect from and after the first day upon which the
         Registrable Number shall be less than five percent (5%) of the Original
         Number, as such numbers may be adjusted for stock splits, stock
         dividends, reverse stock splits, recapitalizations or other, similar
         adjustments.

                  9. Covenants of Newpark. Newpark covenants and agrees with
Fletcher as follows:

                           a. For so long as Fletcher owns any Investment
         Securities, and in any case for a period of one (1) year thereafter,
         Newpark will use its best efforts to (i) maintain the eligibility of
         the Common Stock for listing on the New York Stock Exchange and (ii)
         regain the eligibility of the Common Stock for listing or quotation on




                                       17
<PAGE>   23

         all markets and exchanges including the New York Stock Exchange in the
         event that the Common Stock is delisted by the New York Stock Exchange
         or any other applicable market or exchange; and will use commercially
         reasonable efforts to (iii) cause the representations and warranties
         contained in Section 3 to be and remain true and correct.

                           b. Newpark will provide Fletcher with an opportunity
         to review and comment on any public disclosure by Newpark of
         information regarding this Agreement and the transactions contemplated
         hereby, prior to such public disclosure. Beginning on the date hereof
         and for so long as Fletcher owns any Investment Securities and for a
         period of ninety (90) days thereafter, Newpark will (i) promptly notify
         Fletcher immediately following any public disclosure by Newpark of
         material information regarding Newpark or its financial condition,
         prospects or results of operation and (ii) provide Fletcher with copies
         of all SEC filings.

                           c. As soon as such information is available (but in
         no event later than two weeks after the Closing Date), Newpark shall
         deliver to Fletcher a written notice stating the number of outstanding
         shares of Common Stock as of the Closing Date.

                           d. Newpark will make all filings required by law with
         respect to the transactions contemplated hereby;

                           e. Newpark will comply with the terms and conditions
         of the Preferred Shares as set forth in the Certificate of Rights and
         Preferences, and will not amend the Certificate of Rights and
         Preferences without Fletcher's express written consent.

                           f. Prior to the filing of each of its quarterly
         reports on Form 10-Q with the SEC, Newpark shall cause Arthur Andersen
         LLP to deliver to Fletcher a review report relating to the final
         consolidated unaudited financial statements contained therein, prepared
         in accordance with Statements of Auditing Standard No. 71.

                           g. If on any date the Registrable Number exceeds
         eighty percent (80%) of the number of Common Shares then reserved for
         issuance, then Newpark shall reserve for issuance within three (3)
         Trading Days of such date a number of Common Shares not less than the
         Registrable Number.

                           h. Newpark shall use its best efforts to ensure that
         all Common Shares issued and issuable under this Agreement (including
         all shares issued or issuable under the Preferred Shares and the
         Warrant on an as-converted and as-exercised basis) become listed and/or
         quoted and admitted for trading as soon as practicable and thereafter
         remain listed and/or quoted. Moreover, Newpark will immediately notify
         Fletcher in writing, pursuant to Section 19, once such shares are duly
         listed or quoted or in the event that any such shares are delisted or
         removed from quotation. If any such





                                       18
<PAGE>   24

         shares are delisted or removed from quotation, Newpark shall use its
         best efforts to cause such shares to again be listed or quoted at the
         earliest possible date.

                           i. Newpark shall use commercially reasonable efforts
         to cause the Common Shares to be eligible for book-entry transfer
         through The Depository Trust Company (or any successor thereto) as soon
         as practicable after the date of this Agreement and thereafter to use
         commercially reasonable efforts to maintain such eligibility.

                  10. Consolidation, Merger, Etc. In case Newpark shall be a
party to any transaction with any other entity or entities (the "Acquirer")
providing for (i) any acquisition of Newpark by means of merger or other form of
corporate reorganization in which outstanding shares of Newpark are exchanged
for securities or other consideration issued, or caused to be issued, by the
acquiring entity or its subsidiary or (ii) a sale of all or substantially all of
the assets of Newpark (on a consolidated basis) in a single transaction or
series of related transactions or (iii) any other transaction or series of
related transactions by Newpark in which the power to cast the majority of the
eligible votes at a meeting of Newpark's stockholders at which directors are
elected is transferred to a single entity or group acting in concert (each of
the foregoing being referred to as a "Combination"), Fletcher and its assigns
shall have the rights set forth in the Warrant and the Certificate of Rights and
Preferences regarding Combinations in addition to the rights contained in this
Agreement. Newpark agrees that it will not enter into an agreement with an
Acquirer for a Combination unless such agreement expressly obligates the
Acquirer to assume all of Newpark's obligations under this Agreement, the
Certificate of Rights and Preferences and the Warrant and to give Fletcher
written notice that the Acquirer has assumed such obligations. Newpark shall
provide Fletcher with written notice of any proposed Combination as soon as the
existence of a proposed Combination is made public by any person, and shall
notify Fletcher promptly of any material developments with respect to such
Combination, including reasonable advance notice of the date the Combination is
expected to become effective.

                  11. Covenants of Fletcher. Fletcher hereby covenants and
agrees with Newpark that:

                           a. Neither Fletcher nor any of its affiliates nor any
         person acting on its or their behalf will at any time offer or sell any
         Investment Securities other than pursuant to registration under the
         Securities Act or pursuant to an available exemption therefrom.

                           b. Fletcher shall not engage an underwriter for an
         underwritten public offering of Common Shares, unless such underwriter
         shall be reasonably satisfactory to Newpark.

                  12. Legend. Subject to Section 4, Fletcher understands that
the certificates or other instruments representing the Investment Securities
shall bear a restrictive legend in the




                                       19
<PAGE>   25

following form (and a stop transfer order may be placed against transfer of such
certificates or other instruments):

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR
         INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
         ASSIGNED UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
         SUCH ACT COVERING SUCH SECURITIES, OR (2) THE SALE IS MADE IN
         ACCORDANCE WITH RULE 144 OR ANOTHER APPLICABLE EXEMPTION UNDER THE
         SECURITIES ACT AND THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
         HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY,
         STATING THAT SUCH SALE, TRANSFER OR ASSIGNMENT IS EXEMPT FROM THE
         REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

                  The legend set forth above shall be removed and Newpark shall
issue a certificate without such legend to any holder of Investment Securities
if, unless otherwise required by state securities laws, (a) such shares are sold
pursuant to an effective Registration Statement under the Securities Act, or (b)
such holder provides Newpark with an opinion of counsel reasonably satisfactory
to Newpark that such shares may be publicly sold pursuant to an exemption from
such registration requirements without restriction.

                  13. Conditions Precedent to Fletcher's Obligations. The
obligations of Fletcher hereunder are subject to the performance by Newpark of
its obligations hereunder and to the satisfaction of the following additional
conditions precedent, unless expressly waived in writing by Fletcher:

                           a. On the Closing Date, (i) the representations and
         warranties made by Newpark in this Agreement shall be true and correct;
         (ii) Newpark shall have complied fully with all of the covenants and
         agreements in this Agreement; and (iii) Fletcher shall have received a
         certificate of the Chief Executive Officer and the Chief Financial
         Officer of Newpark dated such date and to such effect.

                           b. On the Closing Date, Newpark shall have delivered
         to Fletcher an opinion of Ervin, Cohen & Jessup LLP reasonably
         satisfactory to Fletcher, dated the date of delivery, confirming in
         substance the matters covered in paragraphs (a), (b), (c), (d), (e) and
         (f) of Section 3 hereof and to the effect that the offer and sale of
         the Investment Securities to Fletcher hereunder do not require
         registration under the Securities Act.




                                       20
<PAGE>   26

                           c. On the Closing Date, Fletcher shall have received
         a letter from Arthur Andersen LLP to the effect that, as of such date,
         they consent to the inclusion in this Agreement of their respective
         portions of the Auditor Report.

                           d. On the Closing Date, the Registrable Number shall
         be duly listed and admitted for trading on the New York Stock Exchange.

                  14. Conditions Precedent to Newpark's Obligations. The
obligations of Newpark hereunder are subject to the performance by Fletcher of
its obligations hereunder and to the satisfaction (unless expressly waived in
writing by Newpark) of the additional conditions precedent that, on the Closing
Date: (i) the representations and warranties made by Fletcher in this Agreement
shall be true and correct; (ii) Fletcher shall have complied fully with all the
covenants and agreements in this Agreement; and (iii) Newpark shall have
received on such date a certificate of an appropriate officer of Fletcher dated
such date and to such effect.

                  15. Fees and Expenses. Each of Fletcher and Newpark agrees to
pay its own expenses incident to the performance of its obligations hereunder,
including, but not limited to the fees, expenses and disbursements of such
party's counsel, except as is otherwise expressly provided in this Agreement.

                  16. Non-Performance. If on the Closing Date Newpark shall fail
to deliver the Investment Securities to Fletcher required to be delivered
pursuant to this Agreement for any reason other than the failure of any
condition precedent to Newpark's obligations hereunder or the failure by
Fletcher to comply with its obligations hereunder, then Newpark shall:

                           a. indemnify and hold Fletcher harmless against any
         loss, claim or damage (including without limitation, incidental and
         consequential damages) arising from or as a result of such failure by
         Newpark; and

                           b. reimburse Fletcher for all of its reasonable
         out-of-pocket expenses, including fees and disbursements of its
         counsel, incurred by Fletcher in connection with this Agreement and the
         transactions contemplated herein and therein.

                  17. Indemnification.

                           a. Indemnification of Fletcher. Newpark hereby agrees
         to indemnify Fletcher and each of its officers, directors, employees,
         agents and affiliates and each person that controls (within the meaning
         of Section 20 of the Exchange Act) any of the foregoing persons (each a
         "Fletcher Indemnified Party") against any claim, demand, action,
         liability, damages, loss, cost or expense (including, without
         limitation, reasonable legal fees and expenses) (a "Proceeding"), that
         it may incur in connection with any of the transactions contemplated
         hereby arising out of or based upon:




                                       21
<PAGE>   27

                                    (1) any untrue or alleged untrue statement
                           of a material fact in any Registration Statement, the
                           Prospectus or any SEC Filing incorporated by
                           reference into a Registration Statement or any SEC
                           Filing made after the date of this Agreement and
                           before any Registration Statement is filed with the
                           SEC or this Agreement by Newpark or any of its
                           affiliates or any person acting on its or their
                           behalf or omission or alleged omission to state
                           therein or herein any material fact necessary in
                           order to make the statements, in the light of the
                           circumstances under which they were made, not
                           misleading by Newpark or any of its affiliates or any
                           person acting on its or their behalf;

                                    (2) any of the representations or warranties
                           made by Newpark herein or under the Warrant or the
                           Certificate of Rights and Preferences being untrue or
                           incorrect at the time such representation or warranty
                           was made; and

                                    (3) any breach or non-performance by Newpark
                           of any of its covenants, agreements or obligations
                           under this Agreement;

         and Newpark hereby agrees to reimburse each Fletcher Indemnified Party
         for any reason able legal or other expenses incurred by such Fletcher
         Indemnified Party in investigating or defending any such Proceeding;
         provided, however, that the foregoing indemnity shall not apply to any
         Proceeding to the extent that it arises out of or is based upon the
         gross negligence or wilful misconduct of Fletcher in connection
         therewith. Furthermore, the foregoing indemnity rights will not take
         effect unless or until the total amount of the indemnification in the
         aggregate is $10,000 or greater.

                           b. Indemnification of Newpark. Fletcher hereby agrees
         to indemnify Newpark and each of its officers, directors, employees,
         agents and affiliates and each person that controls (within the meaning
         of Section 20 of the Exchange Act) any of the foregoing persons (each a
         "Newpark Indemnified Party") against any Proceeding, that it may incur
         in connection with any of the transactions contemplated hereby arising
         out of or based upon:

                                    (1) any untrue or alleged untrue statement
                           of a material fact by Fletcher or any of its
                           affiliates or any person acting on its or their
                           behalf or omission or alleged omission to state any
                           material fact necessary in order to make the
                           statements, in the light of the circumstances under
                           which they were made, not misleading by Fletcher or
                           any of its affiliates or any person acting on its or
                           their behalf;

                                    (2) any of the representations or warranties
                           made by Fletcher herein being untrue or incorrect at
                           the time such representation or warranty was made;
                           and





                                       22
<PAGE>   28

                                    (3) any breach or non-performance by
                           Fletcher of any of its covenants, agreements or
                           obligations under this Agreement;

         and Fletcher hereby agrees to reimburse each Newpark Indemnified Party
         for any reason able legal or other expenses incurred by such Newpark
         Indemnified Party in investigating or defending any such Proceeding;
         provided, however, that the foregoing indemnity shall not apply to any
         Proceeding to the extent that it arises out of or is based upon the
         gross negligence or wilful misconduct of Newpark in connection
         therewith. Furthermore, the foregoing indemnity rights will not take
         effect unless or until the total amount of the indemnification in the
         aggregate is $10,000 or greater.

                           c. Conduct of Claims.

                                    (1) Whenever a claim for indemnification
                           shall arise under this Section 17, the party seeking
                           indemnification (the "Indemnified Party"), shall
                           notify the party from whom such indemnification is
                           sought (the "Indemnifying Party") in writing of the
                           Proceeding and the facts constituting the basis for
                           such claim in reasonable detail;

                                    (2) Upon delivery of such notice, such
                           Indemnified Party shall have a duty to take all
                           reasonable steps to mitigate any losses, liabilities,
                           costs, charges and expenses relating to any such
                           Proceeding;

                                    (3) Such Indemnifying Party shall have the
                           right to retain the counsel of its choice in
                           connection with such Proceeding and to participate at
                           its own expense in the defense of any such
                           Proceeding; provided, however, that counsel to the
                           Indemnifying Party shall not (except with the consent
                           of the relevant Indemnified Party) also be counsel to
                           such Indemnified Party. In no event shall the
                           Indemnifying Party be liable for fees and expenses of
                           more than one counsel (in addition to any local
                           counsel) separate from its own counsel for all
                           Indemnified Parties in connection with any one action
                           or separate but similar or related actions in the
                           same jurisdiction arising out of the same general
                           allegations or circumstances; and

                                    (4) No Indemnifying Party shall, without the
                           prior written consent of the Indemnified Parties
                           (which consent shall not be unreasonably withheld),
                           settle or compromise or consent to the entry of any
                           judgment with respect to any litigation, or any
                           investigation or proceeding by any governmental
                           agency or body, commenced or threatened, or any claim
                           whatsoever in respect of which indemnification could
                           be sought under this Section unless such settlement,
                           compromise or consent (A) includes an unconditional
                           release of each Indemnified Party from all





                                       23
<PAGE>   29

                           liability arising out of such litigation,
                           investigation, proceeding or claim and (B) does not
                           include a statement as to or an admission of fault,
                           culpability or a failure to act by or on behalf of
                           any Indemnified Party.

                  18. Survival of the Representations, Warranties, etc. The
respective representations, warranties, and agreements made herein by or on
behalf of the parties hereto shall remain in full force and effect, regardless
of any investigation made by or on behalf of the other party to this Agreement
or any officer, director or employee of, or person controlling or under common
control with, such party and will survive delivery of and payment for any
Investment Securities issuable hereunder.

                  19. Notices. All communications hereunder shall be in writing
and delivered as set forth below.

                           a. If sent to Fletcher, all communications shall be
         delivered by hand, sent by reputable overnight courier or transmitted
         and confirmed by facsimile to Fletcher, unless otherwise notified in
         writing of a substitute address, at:


                             Fletcher International Limited
                             c/o HSBC Trust Corporation (Cayman) Limited
                             P.O. Box 1109
                             Mary Street
                             Grand Cayman, Cayman Islands, B.W.I.
                             Attention:  Pamela Clements
                             Telephone:        (345) 914-7515
                             Facsimile:        (345) 949-7634

                             with a copy to:


                             Fletcher Asset Management
                             22 East 67th Street
                             New York, NY 10021
                             Attention:  Peter Zayfert
                             Telephone:        (212) 284-4800
                             Facsimile:        (212) 284-4801

                             with a copy to:





                                       24
<PAGE>   30

                             Skadden, Arps, Slate, Meagher & Flom LLP
                             1440 New York Avenue, N.W.
                             Washington, D.C. 20005
                             Attention:  Stephen W. Hamilton, Esq.
                             Telephone:        (202) 371-7010
                             Facsimile:        (202) 393-5760

         To the extent that any funds shall be delivered to Fletcher by wire
         transfer, unless otherwise instructed by Fletcher, such funds should be
         delivered in accordance with the following wire instructions:


                             Fletcher International Limited
                             Bank:   Chase Manhattan Bank
                             ABA Number:   021-000-021
                             For the benefit of:  Lehman Brothers Inc.
                             Account Number:  140-094-221
                             For credit to:   Fletcher International Limited
                             Account Number:  732-00157

                           b. If sent to Newpark, all communications shall be
         delivered by hand, sent by reputable overnight courier or transmitted
         and confirmed by facsimile to Newpark, unless otherwise notified in
         writing of a substitute address, at:


                             Newpark Resources, Inc.
                             3850 North Causeway Boulevard
                             Suite 1770
                             Metairie, Louisiana  70002
                             Attention:  Matthew W. Hardey
                             Telephone:  (504) 838-8222
                             Facsimile:  (504) 833-9506

                     with a copy to:


                             Ervin, Cohen & Jessup LLP
                             9401 Wilshire Boulevard
                             Ninth Floor
                             Beverly Hills, California  90212
                             Attention:  Bertram K. Massing, Esq.
                             Telephone:  (310) 273-6333
                             Facsimile:  (310) 859-2325




                                       25
<PAGE>   31

             To the extent that any funds shall be delivered to Newpark by wire
             transfer, unless otherwise instructed by Newpark, such funds should
             be delivered in accordance with the following wire instructions:



                             Newpark Resources, Inc.
                             Account Number: 552-700-16-9870-1
                             ABA Number: 065400137
                             Bank: Bank One Louisiana NA
                             Account Name: Newpark Resources, Inc.


                  20. Miscellaneous.

                           a. This Agreement may be executed in one or more
         counterparts and it is not necessary that signatures of all parties
         appear on the same counterpart, but such counterparts together shall
         constitute but one and the same agreement.

                           b. This Agreement shall inure to the benefit of and
         be binding upon the parties hereto, their respective successors and
         assigns and, with respect to Section 17 hereof, shall inure to the
         benefit of their respective officers, directors, employees, agents,
         affiliates and controlling persons, and no other person shall have any
         right or obligation hereunder. Newpark may not assign this Agreement.
         Fletcher may assign, pledge, hypothecate or transfer any of the rights
         and associated obligations contemplated by this Agreement (including,
         but not limited to, the Warrant, the Preferred Shares and the Common
         Shares), in whole or in part, at its sole discretion (including, but
         not limited to, assignments, pledges, hypothecations and transfers in
         connection with hedging transactions with respect to this Agreement,
         the Warrant, the Preferred Shares and the Common Shares), provided that
         (i) any such assignment, pledge, hypothecation or transfer must comply
         with applicable federal and state securities laws and (ii) Fletcher
         shall furnish Newpark with an opinion of counsel reasonably
         satisfactory to Newpark that such assignment, pledge, hypothecation or
         transfer so complies (except with respect to Common Stock that is
         registered under the Securities Act). No Person acquiring Common Stock
         from Fletcher pursuant to a public market purchase shall thereby obtain
         any of the rights contained in this Agreement.

                           c. This Agreement shall be governed by, and construed
         in accordance with, the internal laws of the State of New York, and
         each of the parties hereto hereby submits to the non-exclusive
         jurisdiction of any State or Federal court in the State of New York and
         any court hearing any appeal therefrom, over any suit, action or
         proceeding against it arising out of or based upon this Agreement (a
         "Related Proceeding"). Each of the parties hereto hereby waives any
         objection to any Related Proceeding in such courts whether on the
         grounds of venue, residence or domicile or on the ground that the
         Related Proceeding has been brought in an inconvenient forum.





                                       26
<PAGE>   32


                           d. The parties shall take all actions reasonably
         necessary to cause the transactions contemplated hereby to be
         consummated in accordance with the terms hereof.

                           e. The headings of the sections of this document have
         been inserted for convenience of reference only and shall not be deemed
         to be a part of this Agreement. This Agreement constitutes the entire
         agreement and supersedes all prior agreements and understandings, both
         written and oral, between the parties hereto with respect to the
         subject matter of this Agreement. Except as provided in Section 20(b),
         this Agreement is not intended to confer upon any person other than the
         parties hereto any rights or remedies hereunder.

                           f. Each party represents and acknowledges that, in
         the negotiation and drafting of this Agreement and the other
         instruments and documents required or contemplated hereby, it has been
         represented by and relied upon the advice of counsel of its choice.
         Each party hereby affirms that its counsel has had a substantial role
         in the drafting and negotiation of this Agreement and such other
         instruments and documents. Therefore, each party agrees that no rule of
         construction to the effect that any ambiguities are to be resolved
         against the drafter shall be employed in the interpretation of this
         Agreement and such other instruments and documents.

                           g. Without prejudice to other rights or remedies
         hereunder (including any specified interest rate), and except as
         otherwise expressly set forth herein, interest shall be due on any
         amount that is due pursuant to this Agreement and has not been paid
         when due, calculated for the period from and including the due date to
         but excluding the date on which such amount is paid at the prime rate
         of U.S. money center banks as published in The Wall Street Journal (or
         if The Wall Street Journal does not exist or publish such information,
         then the average of the prime rates of three U.S. money center banks
         agreed to by the parties) plus two percent (2%).

                           h. Fletcher and Newpark stipulate that the remedies
         at law of the parties hereto in the event of any default or threatened
         default by the either party in the performance of or compliance with
         any of the terms of this Agreement, the Certificate of Rights and
         Preferences and the Warrant are not and will not be adequate and that,
         to the fullest extent permitted by law, such terms may be specifically
         enforced by a decree for the specific performance of any agreement
         contained herein or by an injunction against a violation of any of the
         terms hereof or otherwise.

                           i. Any and all remedies set forth in this Agreement,
         the Warrant and the Certificate of Rights and Preferences: (i) shall be
         in addition to any and all other remedies Fletcher or Newpark may have
         at law or in equity, (ii) shall be cumulative, and (iii) may be pursued
         successively or concurrently as each of Fletcher and Newpark may elect.
         The exercise of any remedy by Fletcher or Newpark shall not be deemed
         an






                                       27
<PAGE>   33
         election of remedies or preclude Fletcher or Newpark, respectively,
         from exercising any other remedies in the future.

                  21. Newpark's Obligations. Newpark agrees that the parties
have negotiated in good faith and at arms' length concerning the transactions
contemplated herein, and that Fletcher would not have agreed to the terms of
this Agreement without each and every of the terms, conditions, protections and
remedies provided herein and in the Warrant and the Certificate of Rights and
Preferences. Except as specifically provided otherwise in this Agreement or in
the Warrant or the Certificate of Rights and Preferences, Newpark's obligations
to indemnify and hold Fletcher harmless in accordance with Section 17 of this
Agreement are obligations of Newpark that Newpark promises to pay to Fletcher
when and if they become due. Newpark shall record any such obligations on its
books and records in accordance with Generally Accepted Accounting Principles.

                  22. Time of Essence. Time shall be of the essence in this
Agreement.


                            [SIGNATURE PAGE FOLLOWS]





                                       28
<PAGE>   34



         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement, all as of the day and year first above written.


                                    NEWPARK RESOURCES, INC.


                                    By: /s/ Matthew W. Hardey
                                       ---------------------------------------
                                    Name: Matthew W. Hardey
                                         -------------------------------------
                                    Title: Vice President of Finance & CEO
                                          ------------------------------------

                                    FLETCHER INTERNATIONAL LIMITED,
                                    by its duly authorized investment advisor,
                                    FLETCHER ASSET MANAGEMENT, INC.


                                    By: /s/ Kell B. Benson
                                       ---------------------------------------
                                    Name: Kell B. Benson
                                         -------------------------------------
                                    Title: Vice Chairman
                                          ------------------------------------











                           [AGREEMENT SIGNATURE PAGE]



<PAGE>   35




                                                                         ANNEX A


                [FORM OF CERTIFICATE OF RIGHTS AND PREFERENCES OF
                     CLASS B CONVERTIBLE PREFERRED STOCK OF
                            NEWPARK RESOURCES, INC.]

                                   [SEE TAB 2]



                                       A-1

<PAGE>   36



                                                                         ANNEX B


                          [FORM OF WARRANT CERTIFICATE]

                                   [SEE TAB 3]


                                       B-1

<PAGE>   37



                                                                         ANNEX C
                            [FORM OF DELIVERY NOTICE]

                                     [date]

         Fletcher International Limited
         c/o Fletcher Asset Management
         22 East 67th Street
         New York, NY  10021
         Attn:  Peter Zayfert
         Telephone:       (212) 284-4800
         Facsimile:       (212) 284-4801

         Ladies and Gentlemen:

                  Reference is made to the Agreement (the "Agreement") dated as
         of May 30, 2000 by and between Newpark Resources, Inc. ("Newpark") and
         Fletcher International Limited ("Fletcher"). Capitalized terms not
         otherwise defined herein shall have the meanings ascribed thereto in
         the Agreement.

                  Attached are copies of the front and back of (i) the 6
         original stock certificates, each representing 20,000 shares of Series
         B Preferred Stock, purchased by Fletcher on the date hereof and (ii)
         Warrant No. W-1 issued to Fletcher, together with a copy of the
         overnight courier air bill which will be used to ship such stock
         certificates and warrant. We have the executed original stock
         certificates and the warrant and other documents required to be
         delivered in connection with the Closing Date. Upon our confirmation of
         the payment of the $30,000,000 aggregate purchase price therefor, we
         will send the original stock certificates and the warrant by overnight
         courier to the following address:

                                    Ms. Michelle Hogan
                                    c/o Lehman Brothers Inc.
                                    Three World Financial Center
                                    New York, NY 10285

         and we will send the other original documents by overnight courier to
         the following address:

                                    Fletcher International Limited
                                    c/o HSBC Trust Corporation (Cayman) Limited
                                    P.O. Box 1109
                                    Mary Street
                                    Grand Cayman, Cayman Islands, B.W.I.
                                    Attn:  Pamela Clements
                                    Telephone:       (345) 914-7515
                                    Facsimile:       (345) 949-7634

                                       C-1

<PAGE>   38



                                    with a copy to:

                                    Fletcher International Limited
                                    c/o Fletcher Asset Management
                                    22 East 67th Street
                                    New York, NY  10021-5805
                                    Attn:  Peter Zayfert

                  Attached hereto as Exhibit 1 is a true, correct and complete
         copy of the most recent report of Arthur Andersen LLP to the Board of
         Directors and Shareholders of Newpark, together with the accompanying
         consolidated financial statements and schedules of Newpark, as such
         report appears in the most recent Annual Report on Form 10-K filed by
         Newpark with the SEC, as well as all Quarterly Reports on Form 10-Q
         filed by Newpark with the SEC since the date of such Form 10-K,
         together with all amendments thereto.

                                     NEWPARK RESOURCES, INC.


                                     By:
                                        -------------------------------------
                                     Name:
                                     Title:



                                       C-2

<PAGE>   39



                                                                       Exhibit 1

                                 AUDITOR REPORT

                                 [see attached]




<PAGE>   40



                                                                         ANNEX D

                                 Auditor Report

                                  [SEE TAB 13]


                                       D-1

<PAGE>   41



                                                                         ANNEX E

                   [FORM OF PREFERRED STOCK CONVERSION NOTICE]


                                     [date]


         Newpark Resources, Inc.
         Suite 1770
         3850 North Causeway Boulevard
         Metairie, Louisiana  70002
         Attention:    [Chief Financial Officer]
         Telephone:
         Facsimile:

         Ladies and Gentlemen:

                          Reference is made to the Agreement (the "Agreement")
         dated as of May 30, 2000 by and between Newpark Resources, Inc.
         ("Newpark") and Fletcher International Limited ("Fletcher").
         Capitalized terms not otherwise defined herein shall have the meanings
         ascribed thereto in the Agreement.

                          Fletcher hereby elects to convert _________ shares of
         Series B Preferred Stock into ________ shares of Common Stock at a
         Conversion Price (as defined in the Certificate of Rights and
         Preferences) of ____________. In accordance with Section 6 of the
         Certificate of Rights and Preferences, such shares of Common Stock
         shall be delivered to Fletcher [in uncertificated form by book-entry
         transfer][in certificated form at the address specified below:]

                          [delivery address to be added, if applicable:
                                    Lehman Brothers Inc.
                                    Three World Financial Center
                                    New York, NY 10285
                                    Attn:  Michelle Hogan]

                                                     FLETCHER INTERNATIONAL
                                                     LIMITED, by its duly
                                                     authorized investment
                                                     advisor, FLETCHER ASSET
                                                     MANAGEMENT, INC.


                                                     By:
                                                        -----------------------
                                                     Name:
                                                     Title:


                                       E-1

<PAGE>   42



         AGREED AND ACKNOWLEDGED:
         NEWPARK RESOURCES, INC.


         By:
            -----------------------
         Name:
         Title:



                                       E-2

<PAGE>   43



                                                                         ANNEX F

              [FORM OF PREFERRED STOCK CONVERSION DELIVERY NOTICE]


                                     [date]


         Fletcher International Limited
         c/o Fletcher Asset Management
         22 East 67th Street
         New York, NY  10021
         Attn:  Peter Zayfert
         Telephone:       (212) 284-4800
         Facsimile:       (212) 284-4801

         Ladies and Gentlemen:

                  Reference is made to the Agreement (the "Agreement") dated as
         of May 30, 2000 by and between Newpark Resources, Inc. ("Newpark") and
         Fletcher International Limited ("Fletcher"). Capitalized terms not
         otherwise defined herein shall have the meanings ascribed thereto in
         the Agreement.

                  This notice confirms that _________ shares of Series B
         Preferred Stock have been converted by Fletcher into ________ shares of
         Common Stock at a Conversion Price (as defined in the Certificate of
         Rights and Preferences) of ____________. [If the shares are being
         delivered by book entry transfer, insert the following -- Such shares
         of Common Stock have been delivered to Fletcher in uncertificated form
         by book-entry transfer.][If the shares are being delivered in physical
         form to the holder, insert the following -- Attached are copies of the
         front and back of the ____ original stock certificates, each
         representing ______ shares of Common Stock, together with a copy of the
         overnight courier air bill which will be used to ship such stock
         certificates. We will send the original stock certificates by overnight
         courier to the following address:

                                    Lehman Brothers Inc.
                                    Three World Financial Center
                                    New York, NY 10285
                                    Attn:  Michelle Hogan

                                    with a copy to:

                                    Fletcher International Limited
                                    c/o Fletcher Asset Management
                                    22 East 67th Street
                                    New York, NY  10021-5805
                                    Attn:  Peter Zayfert]


                                       F-1

<PAGE>   44




                  [If Preferred Stock certificates tendered by Fletcher are not
         being fully converted, insert the following-Also attached are copies of
         the front and back of the original stock certificate representing
         ______ shares of Series B Preferred Stock, representing the unconverted
         portion of the tendered Series B Preferred Stock certificates, together
         with a copy of the overnight courier air bill which will be used to
         ship such stock certificate. We will send the original stock
         certificate by overnight courier to Lehman Brothers Inc. at the address
         set forth in the previous paragraph.]

                                                     NEWPARK RESOURCES, INC.


                                                     By:
                                                        -----------------------
                                                     Name:
                                                     Title:


                                       F-2

<PAGE>   45



                                                                         ANNEX G


                         [FORM OF EXCESS RIGHTS NOTICE]

                                                      _____________, __

         Newpark Resources, Inc.
         Suite 1770
         3850 North Causeway Boulevard
         Metairie, Louisiana  70002
         Attention:  [Chief Financial Officer]

         Ladies and Gentlemen:

                           Fletcher International Limited ("Fletcher") hereby
         elects to exercise its right to convert some or all of its Preferred
         Shares or Warrant rights (as defined in the Agreement (the
         "Agreement")) dated as of May 30, 2000 by and between Newpark
         Resources, Inc. ("Newpark") and Fletcher and, in lieu of receipt of
         ________ Common Shares upon conversion of _______ Preferred Shares and
         exercise of _______ Common Shares on the face of the Warrant, hereby
         requests creation of Excess Rights with a stated value of $________ in
         accordance with the terms of the Agreement. Capitalized terms not
         otherwise defined herein shall have the meanings ascribed thereto in
         the Agreement.


                                                     FLETCHER INTERNATIONAL
                                                     LIMITED, by its duly
                                                     authorized investment
                                                     advisor, FLETCHER ASSET
                                                     MANAGEMENT, INC.


                                                     By:
                                                        -----------------------
                                                     Name:
                                                     Title:

         AGREED AND ACKNOWLEDGED:
         NEWPARK RESOURCES, INC.

         By:
            -----------------------
         Name:
         Title:








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>WARRANT CERTIFICATE DATED MAY 31, 2000
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 4.3


         Neither the Warrant represented by this certificate nor the
         securities issuable upon exercise hereof have been registered
         under the Securities Act of 1933, as amended (the "Act") or
         applicable state securities laws. The securities have been
         acquired for investment and may not be offered for sale, sold,
         transferred or assigned in the absence of an effective
         registration statement for the securities under the Act and
         applicable state securities laws, or unless an exemption from
         registration is available and an opinion of counsel,
         reasonably satisfactory to Newpark Resources, Inc. shall have
         been furnished to Newpark Resources, Inc.



WARRANT NO. W-1                                1,900,000 SHARES OF COMMON STOCK

                               WARRANT CERTIFICATE

                             Newpark Resources, Inc.

         Newpark Resources, Inc. (the "Issuer"), a Delaware corporation, for
value received, hereby certifies that Fletcher International Limited, or
registered assigns, is entitled to purchase from the Issuer 1,900,000 duly
authorized, validly issued, fully paid and nonassessable shares of common stock,
par value $0.01 per share (the "Common Stock") of the Issuer at the purchase
price per share of $10.075, at any time or from time to time prior to 12:01
A.M., New York City time, on June 1, 2007 (or such later date as may be
determined pursuant to the terms hereof) (the "Termination Date"), all subject
to the terms, conditions and adjustments set forth below in this Warrant.


1. Exercise of Warrant. The Warrant represented hereby was issued on June 1,
2000 pursuant to the Agreement between Fletcher International Limited and the
Issuer dated as of May 30, 2000 (the "Main Agreement"), and is subject to the
terms and conditions thereof. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings set forth in the Main Agreement. A copy of
the Main Agreement may be obtained by the registered holder hereof upon written
request to the Issuer.

         1.1 Manner of Exercise. This Warrant may be exercised by the holder
hereof, in whole or in part, from time to time, on any Trading Day, by
facsimile,




<PAGE>   2
mail or overnight courier delivery of a notice in substantially the form
attached to this Warrant (or a reasonable facsimile thereof) duly executed by
such holder (a "Warrant Exercise Notice"). The closing of each exercise shall
take place (i) on the third Trading Day following the date the Warrant Exercise
Notice is delivered, (ii) such later date as the conditions set forth in Section
1.2 have been waived or satisfied or (iii) any other date upon which the
exercising holder and the Issuer mutually agree (the "Warrant Closing Date").

         1.2 Conditions to Closing. It shall be a condition of the exercising
holder's obligation to close that each of the following are satisfied, unless
waived by such holder:

                  (a) (i) The representations and warranties made by the Issuer
         in the Main Agreement shall be true and correct as of the Warrant
         Closing Date, except as otherwise disclosed prior to the date of the
         Warrant Exercise Notice to the registered holders of the Warrant either
         in writing directed to them or in a periodic or current report filed
         with the SEC; (ii) the Issuer shall have complied fully with all of the
         covenants and agreements in the Main Agreement; (iii) all shares to be
         issued upon such exercise are duly listed and admitted to trading on
         each securities exchange, if any, on which the Issuer's Common Stock is
         listed; and (iv) such holder shall have received a certificate of the
         Chief Executive Officer or the Chief Financial Officer of the Issuer
         dated such date and to the effect of clauses (i), (ii) and (iii).

                  (b) On the Warrant Closing Date, the Issuer shall have
         delivered to the holder an opinion of Ervin, Cohen & Jessup LLP (or
         such other counsel reasonably satisfactory to such holder) reasonably
         satisfactory to such holder, dated the date of delivery, confirming in
         substance the matters covered in paragraphs (a), (b), (c), (d), (e) and
         (f) of Section 3 of the Main Agreement, subject to any changes required
         to reflect exceptions referred to in clause (a)(i) above.

                  (c) On the Warrant Closing Date, all shares to be issued upon
         such exercise shall be duly listed and admitted for trading on the New
         York Stock Exchange, if the Issuer's Common Stock is so listed.

The Issuer shall use commercially reasonable efforts to cause each of the
foregoing conditions to be satisfied at the earliest possible date. If such
conditions are not satisfied or waived prior to the third Trading Day following
the date the Warrant Exercise Notice is delivered, then the holder may, at its
sole option, and at any time, withdraw the Warrant Exercise Notice by written
notice to the Issuer regardless of





                                       2
<PAGE>   3
whether such conditions have been satisfied or waived as of the withdrawal date
and, after such withdrawal, shall have no further obligations with respect to
such Warrant Exercise Notice and may submit a Warrant Exercise Notice on any
future date with respect to the shares referenced in the original Warrant
Exercise Notice. Withdrawal of such Warrant Exercise Notice shall be the
exercising holder's sole remedy for the Issuer's failure to cause such
conditions to be satisfied, except to the extent that such failure constitutes a
breach of the provisions of the Main Agreement.

         1.3 When Exercise Effective. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
Trading Day on which the Warrant Exercise Notice is delivered as provided in
Section 1.1, and at such time the Person or Persons in whose name or names any
certificate or certificates for shares of Common Stock (or Other Securities)
shall be issuable upon such exercise as provided in Section 1.4 shall be deemed
to have become the holder or holders of record thereof. Provided that such
exercise shall not be deemed effective if and as of the date that the holder
delivers written notice of withdrawal to the Issuer as set forth in Section 1.2.

         1.4 Delivery of Warrant and Payment. On the Warrant Closing Date, the
registered holder shall surrender this Warrant Certificate to the Issuer at the
address set forth for notices to the Issuer in Section 19 of the Main Agreement
and shall deliver payment in cash, by wire transfer to the Issuer's account
designated in Section 19 of the Main Agreement of immediately available funds or
by certified or official bank check payable to the order of the Issuer, or in
the manner provided in Section 6(c)(x) or Section 6(c)(y) of the Main Agreement
in the amount obtained by multiplying (a) the number of shares of Common Stock
(without giving effect to any adjustment thereof) designated in such notice by
(b) $10.075, and such holder shall thereupon be entitled to receive the number
of duly authorized, validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) determined as provided in Sections 2, 3 and
4.

         1.5 Delivery of Stock Certificates, etc. On the Warrant Closing Date,
the Issuer at its expense (including the payment by it of any applicable issue
taxes) will cause to be issued in the name of and delivered to the holder hereof
or as such holder may direct,

                  (a) at such address specified by the holder via reputable
         overnight courier, one or more certificates for the number of duly
         authorized, validly issued, fully paid and nonassessable shares of
         Common Stock (or Other Securities) to which such holder shall be
         entitled upon such exercise plus, in





                                       3
<PAGE>   4

         lieu of any fractional share to which such holder would otherwise be
         entitled, cash in an amount equal to the same fraction of the Market
         Price per share on the Trading Day next preceding the date of such
         exercise, and

                  (b) in case such exercise is in part only, at such address
         specified by the holder via reputable overnight courier, a new Warrant
         of like tenor, calling in the aggregate on the face or faces thereof
         for the number of shares of Common Stock equal (without giving effect
         to any adjustment thereof) to the number of such shares called for on
         the face of this Warrant minus the number of such shares designated by
         the holder upon such exercise as provided in Section 1.1.

2. Adjustment of Common Stock Issuable Upon Exercise.

         2.1 General; Warrant Price. The number of shares of Common Stock which
the holder of this Warrant shall be entitled to receive upon each exercise
hereof shall be determined by multiplying the number of shares of Common Stock
which would otherwise (but for the provisions of Section 2, 3 and 4) be issuable
upon such exercise, as designated by the holder hereof pursuant to Section 1.1,
by the fraction of which (a) the numerator is $10.075 and (b) the denominator is
the Warrant Price in effect on the date of such exercise. The "Warrant Price"
shall initially be $10.075 per share, shall be adjusted and readjusted from time
to time as provided in the Main Agreement or in Sections 2, 3 and 4 hereof and,
as so adjusted or readjusted, shall remain in effect until a further adjustment
or readjustment thereof is required by the Main Agreement or by Sections 2, 3
and 4 hereof.

         2.2 Adjustment of Warrant Price.

                  (a) Issuance of Additional Shares of Common Stock. In case the
         Issuer at any time or from time to time after the date hereof shall
         issue or sell Additional Shares of Common Stock (including Additional
         Shares of Common Stock deemed to be issued pursuant to Section 2.3 or
         2.4) without consideration or for a consideration per share less than
         the greater of the Market Price and the Warrant Price in effect
         immediately prior to such issue or sale, then, and in each such case,
         subject to Section 2.8, such Warrant Price shall be reduced,
         concurrently with such issue or sale, to a price (calculated to the
         nearest .001 of a cent) determined by multiplying such Warrant Price by
         a fraction;




                                       4
<PAGE>   5
                           (i) the numerator of which shall be (1) the number of
                  shares of Common Stock outstanding immediately prior to such
                  issue or sale plus (2) the number of shares of Common Stock
                  which the aggregate consideration received by the Issuer for
                  the total number of such Additional Shares of Common Stock so
                  issued or sold would purchase at the greater of such Market
                  Price and such Warrant Price, and

                           (ii) the denominator of which shall be the number of
                  shares of Common Stock outstanding immediately after such
                  issue or sale,

provided that, for the purposes of this Section 2.2(a) (x) immediately after any
Additional Shares of Common Stock are deemed to have been issued pursuant to
Section 2.3 or 2.4, such Additional Shares shall be deemed to be outstanding,
and (y) treasury shares shall not be deemed to be outstanding.

                  (b) Dividends and Distributions. In case the Issuer at any
         time or from time to time after the date hereof shall declare, order,
         pay or make a dividend or other distribution (including, without
         limitation, any distribution of other or additional stock or other
         securities or property or Options by way of dividend or spin-off,
         reclassification, recapitalization or similar corporate rearrangement)
         on the Common Stock, other than a dividend payable in Additional Shares
         of Common Stock, then, subject to Section 2.8, the Warrant Price in
         effect immediately prior to the close of business on the record date
         fixed for the determination of holders of any class of securities
         entitled to receive such dividend or distribution shall be reduced,
         effective as of the close of business on such record date, to a price
         (calculated to the nearest .001 of a cent) determined by multiplying
         such Warrant Price by a fraction

                           (i) the numerator of which shall be the Market Price
                  in effect on the Trading Day immediately prior to such record
                  date or, if the Common Stock trades on an ex-dividend basis,
                  on the date prior to the commencement of ex-dividend trading,
                  less the amount of such dividend or distribution (as
                  determined in good faith by the Board of Directors of the
                  Issuer) applicable to one share of Common Stock, and

                           (ii) the denominator of which shall be such Market
                  Price.




                                       5
<PAGE>   6
         2.3 Treatment of Options and Convertible Securities. In case the Issuer
at any time or from time to time after the date hereof shall issue, sell, grant
or assume, or shall fix a record date for the determination of holders of any
class of securities entitled to receive, any Options or Convertible Securities,
then, and in each such case, the maximum number of Additional Shares of Common
Stock (as set forth in the instrument relating thereto, without regard to any
provisions contained therein for a subsequent adjustment of such number)
issuable upon the exercise of such Options or, in the case of Convertible
Securities and Options therefor, the conversion or exchange of such Convertible
Securities, shall be deemed to be Additional Shares of Common Stock issued as of
the time of such issue, sale, grant or assumption or, in case such a record date
shall have been fixed, as of the close of business on such record date (or, if
the Common Stock trades on an ex-dividend basis, on the date prior to the
commencement of ex-dividend trading), provided that such Additional Shares of
Common Stock shall not be deemed to have been issued unless the consideration
per share (determined pursuant to Section 2.5) of such shares would be less than
the greater of the Market Price and the Warrant Price in effect on the date of
and immediately prior to such issue, sale, grant or assumption or immediately
prior to the close of business on such record date (or, if the Common Stock
trades on an ex-dividend basis, on the date prior to the commencement of
ex-dividend trading), as the case may be, and provided, further, that in any
such case in which Additional Shares of Common Stock are deemed to be issued

                  (a) no further adjustment of the Warrant Price shall be made
         upon the subsequent issue or sale of Convertible Securities or shares
         of Common Stock upon the exercise of such Options or the conversion or
         exchange of such Convertible Securities, except in the case of any such
         Options or Convertible Securities which contain provisions requiring
         an adjustment, subsequent to the date of the issue or sale thereof, of
         the number of Additional Shares of Common Stock issuable upon the
         exercise of such Options or the conversion or exchange of such
         Convertible Securities for any reason, each such case to be deemed
         hereunder to involve a separate issuance of Additional Shares of
         Common Stock, Options or Convertible Securities, as the case may be;

                  (b) if such Options or Convertible Securities by their terms
         provide, with the passage of time or otherwise, for any change in the
         consideration payable to the Issuer, or decrease in the number of
         Additional Shares of Common Stock issuable, upon the exercise,
         conversion or exchange thereof (by change of rate or otherwise), the
         Warrant Price computed upon the original issue, sale, grant or
         assumption thereof (or upon the occurrence of the record date, or date
         prior to the commencement of ex-dividend trading, as the





                                       6
<PAGE>   7
         case may be, with respect thereto), and any subsequent adjustments
         based thereon, shall, upon any such increase or decrease becoming
         effective, be recomputed to reflect such increase or decrease insofar
         as it affects such Options, or the rights of conversion or exchange
         under such Convertible Securities, which are outstanding at such time;

                  (c) upon the expiration (or purchase by the Issuer and
         cancellation or retirement) of any such Options which shall not have
         been exercised or the expiration of any rights of conversion or
         exchange under any such Convertible Securities which (or purchase by
         the Issuer and cancellation or retirement of any such Convertible
         Securities the rights of conversion or exchange under which) shall not
         have been exercised, the Warrant Price computed upon the original
         issue, sale, grant or assumption thereof (or upon the occurrence of the
         record date, or date prior to the commencement of ex-dividend trading,
         as the case may be, with respect thereto), and any subsequent
         adjustments based thereon, shall, upon such expiration (or such
         cancellation or retirement, as the case may be), be recomputed as if:

                           (i) in the case of Options for Common Stock or
                  Convertible Securities, the only Additional Shares of Common
                  Stock issued or sold were the Additional Shares of Common
                  Stock, if any, actually issued or sold upon the exercise of
                  such Options or the conversion or exchange of such Convertible
                  Securities and the consideration received therefor was the
                  consideration actually received by the Issuer for the issue,
                  sale, grant or assumption of all such Options, whether or not
                  exercised, plus the consideration actually received by the
                  Issuer upon such exercise, or for the issue or sale of all
                  such Convertible Securities which were actually converted or
                  exchanged, plus the additional consideration, if any, actually
                  received by the Issuer upon such conversion or exchange, and

                           (ii) in the case of Options for Convertible
                  Securities, only the Convertible Securities, if any, actually
                  issued or sold upon the exercise of such Options were issued
                  at the time of the issue, sale, grant or assumption of such
                  Options, and the consideration received by the Issuer for the
                  Additional Shares of Common Stock deemed to have then been
                  issued was the consideration actually received by the Issuer
                  for the issue, sale, grant or assumption of all such Options,
                  whether or not exercised, plus the consideration deemed to
                  have been received by the Issuer (pursuant to Section 2.5)
                  upon the issue or sale




                                       7
<PAGE>   8

                  of such Convertible Securities with respect to which such
                  Options were actually exercised;

                  (d) no readjustment pursuant to subdivision (b) or (c) above
         shall have the effect of increasing the Warrant Price by an amount in
         excess of the amount of the adjustment thereof originally made in
         respect of the issue, sale, grant or assumption of such Options or
         Convertible Securities; and

                  (e) in the case of any such Options which expire by their
         terms not more than 30 days after the date of issue, sale, grant or
         assumption thereof, no adjustment of the Warrant Price shall be made
         until the expiration or exercise of all such Options, whereupon such
         adjustment shall be made in the manner provided in subdivision (c)
         above.

         2.4 Treatment of Stock Dividends, Stock Splits, etc. In case the Issuer
at any time or from time to time after the date hereof shall declare or pay any
dividend on the Common Stock payable in Common Stock, or shall effect a
subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in Common Stock), then, and in each such case, Additional Shares of
Common Stock shall be deemed to have been issued (a) in the case of any such
dividend, immediately after the close of business on the record date for the
determination of holders of any class of securities entitled to receive such
dividend, or (b) in the case of any such subdivision, at the close of business
on the day immediately prior to the day upon which such corporate action becomes
effective.

         2.5 Computation of Consideration. For the purposes of this Section 2,

                  (a) the consideration for the issue or sale of any Additional
         Shares of Common Stock shall, irrespective of the accounting treatment
         of such consideration,

                           (i) insofar as it consists of cash, be computed at
                  the net amount of cash received by the Issuer, without
                  deducting any expenses paid or incurred by the Issuer or any
                  commissions or compensations paid or concessions or discounts
                  allowed to underwriters, dealers or others performing similar
                  services in connection with such issue or sale,

                           (ii) insofar as it consists of property (including
                  securities)




                                       8
<PAGE>   9
                  other than cash, be computed at the fair value thereof at the
                  time of such issue or sale, as determined in good faith by the
                  Board of Directors of the Issuer, and

                           (iii) in case Additional Shares of Common Stock are
                  issued or sold together with other stock or securities or
                  other assets of the Issuer for a consideration which covers
                  both, be the portion of such consideration so received,
                  computed as provided in clauses (i) and (ii) above, allocable
                  to such Additional Shares of Common Stock, all as determined
                  in good faith by the Board of Directors of the Issuer;

                  (b) Additional Shares of Common Stock deemed to have been
         issued pursuant to Section 2.3, relating to Options and Convertible
         Securities, shall be deemed to have been issued for a consideration per
         share determined by dividing

                           (i) the total amount, if any, received and receivable
                  by the Issuer as consideration for the issue, sale, grant or
                  assumption of the Options or Convertible Securities in
                  question, plus the minimum aggregate amount of additional
                  consideration (as set forth in the instruments relating
                  thereto, without regard to any provision contained therein
                  for a subsequent adjustment of such consideration to protect
                  against dilution) payable to the Issuer upon the exercise in
                  full of such Options or the conversion or exchange of such
                  Convertible Securities or, in the case of Options for
                  Convertible Securities, the exercise of such Options for
                  Convertible Securities and the conversion or exchange of such
                  Convertible Securities, in each case computing such
                  consideration as provided in the foregoing subdivision (a),

by

                           (ii) the maximum number of shares of Common Stock (as
                  set forth in the instruments relating thereto, without regard
                  to any provision contained therein for a subsequent adjustment
                  of such number to protect against dilution) issuable upon the
                  exercise of such Options or the conversion or exchange of such
                  Convertible Securities (including the full conversion or
                  exchange of all Options and Convertible Securities underlying
                  such Options and Convertible Securities); and




                                       9
<PAGE>   10

                  (c) Additional Shares of Common Stock deemed to have been
         issued pursuant to Section 2.4, relating to stock dividends, stock
         splits, etc., shall be deemed to have been issued for no consideration.

         2.6 Adjustments for Combinations, etc. In case the outstanding shares
of Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Warrant Price in
effect immediately prior to such combination or consolidation shall,
concurrently with the effectiveness of such combination or consolidation, be
proportionately increased.

         2.7 Dilution in Case of Other Securities. In case any Other Securities
shall be issued or sold or shall become subject to issue or sale upon the
conversion or exchange of any stock (or Other Securities) of the Issuer (or any
issuer of Other Securities or any other Person referred to in Section 3) or to
subscription, purchase or other acquisition pursuant to any Options issued or
granted by the Issuer (or any such other issuer or Person) for a consideration
such as to dilute, on a basis consistent with the standards established in the
other provisions of this Section 2, the purchase rights granted by this Warrant,
then, and in each such case, the computations, adjustments and readjustments
provided for in this Section 2 with respect to the Warrant Price shall be made
as nearly as possible in the manner so provided and applied to determine the
amount of Other Securities from time to time receivable upon the exercise of the
Warrant, so as to protect the holder or holders of the Warrant against the
effect of such dilution.

         2.8 Minimum Adjustment of Warrant Price. If the amount of any
adjustment of the Warrant Price required pursuant to this Section 2 would be
less than one tenth (1/10) of one percent (1%) of the Warrant Price in effect at
the time such adjustment is otherwise so required to be made, such amount shall
be carried forward and adjustment with respect thereto made at the time of and
together with any subsequent adjustment which, together with such amount and any
other amount or amounts so carried forward, shall aggregate at least one tenth
(1/10) of one percent (1%) of such Warrant Price.

3. Consolidation, Merger, etc.

         3.1 Adjustments for Consolidation, Merger, Sale of Assets,
Reorganization, etc. In case the Issuer after the date hereof (a) is party to
any acquisition of the Issuer by means of merger or other form of corporate
reorganization in which outstanding shares of the Issuer are exchanged for
securities or other consideration issued, or caused to be issued, by the
Acquiring Person or its subsidiary or affiliate, (b) a sale of all or
substantially all of the assets of the Issuer (on a consolidated





                                       10
<PAGE>   11

basis) (c) any other transaction or series of related transactions in which the
power to cast the majority of the eligible votes at a meeting of the Issuer's
stockholders at which directors are elected is transferred to a single entity or
group acting in concert, or (d) shall effect a capital reorganization or
reclassification of the Common Stock or Other Securities (other than a capital
reorganization or reclassification resulting in the issue of Additional Shares
of Common Stock for which adjustment in the Warrant Price is provided in Section
2.2(a) or 2.2(b), then, and in the case of each such transaction, proper
provision shall be made so that, upon the basis and the terms and in the manner
provided in this Warrant, the holder of this Warrant, upon the exercise hereof
at any time after the consummation of such transaction, shall be entitled to
receive (at the aggregate price payable by such holder in effect at the time of
such consummation for all Common Stock or Other Securities issuable upon such
exercise immediately prior to such consummation), in lieu of the Common Stock
or Other Securities issuable upon such exercise prior to such consummation,
either of the following, as shall be elected, in whole or in part, from time to
time, by such holder:

                           (i) the stock and other securities, cash and property
                  to which such holder would have been entitled upon such
                  consummation if such holder had exercised the rights
                  represented by this Warrant immediately prior thereto, subject
                  to adjustments (subsequent to such corporate action) as nearly
                  equivalent as possible to the adjustments provided for in
                  Section 2 and this Section 3;

                           (ii) the number of shares of common stock of the
                  Acquiring Person or its Parent, at the election of the holder
                  (subject to adjustments, subsequent to such corporate action,
                  as nearly equivalent as possible to the adjustments provided
                  for in Section 2 and this Section 3), determined by dividing
                  (A) the amount equal to the product obtained by multiplying
                  (1) the number of shares of Common Stock (or Other Securities)
                  to which the holder of this Warrant would have been entitled
                  had such holder exercised this Warrant immediately prior to
                  such consummation, times (2) the greater of the Acquisition
                  Price and the Warrant Price in effect on the Trading Day
                  immediately preceding the date of such consummation, by (B)
                  the Market Price per share of the common stock of the
                  Acquiring Person or its Parent, as the case may be, on the
                  Trading Day immediately preceding the date of such
                  consummation; or

                           (iii) cash in an amount equal to 33% of the aggregate
                  Warrant Price of the unexercised portion of the Warrant on the
                  Trading





                                       11
<PAGE>   12
                  Day immediately preceding the date of such consummation,
                  provided, however, (A) that the Issuer shall not under any
                  circumstances be obligated to pay cash to any holder, the
                  Issuer's obligation being limited to the obligation to require
                  any Acquiring Person and its Parent to agree to pay such cash
                  as a condition to consummating any of the transactions
                  described in clauses (a) through (d) of this Section 3.1 and
                  (B) the holder shall not be obligated to pay any consideration
                  to exercise the Warrant in order to receive the cash payment
                  specified in this clause (iii).

         3.2 Assumption of Obligations. Notwithstanding anything contained in
the Warrant or in the Main Agreement to the contrary, the Issuer will not effect
any of the transactions described in clauses (a) through (d) of Section 3.1
unless, prior to the consummation thereof, each Person (other than the Issuer)
which may be required to deliver any stock, securities, cash or property upon
the exercise of this Warrant as provided herein shall assume, by written
instrument delivered to, and reasonably satisfactory to, the holder of this
Warrant, (a) the obligations of the Issuer under this Warrant (and if the Issuer
shall survive the consummation of such transaction, such assumption shall be in
addition to, and shall not release the Issuer from, any continuing obligations
of the Issuer under this Warrant), and (b) the obligation to deliver to such
holder such shares of stock, securities, cash or property as, in accordance with
the foregoing provisions of this Section 3, such holder may be entitled to
receive, and such Person shall have similarly delivered to such holder an
opinion of counsel for such Person, which counsel shall be reasonably
satisfactory to such holder, stating that this Warrant shall thereafter continue
in full force and effect and the terms hereof (including, without limitation,
all of the provisions of this Section 3) shall be applicable to the stock,
securities, cash or property which such Person may be required to deliver upon
any exercise of this Warrant or the exercise of any rights pursuant hereto.
Nothing in this Section 3 shall be deemed to authorize the Issuer to enter into
any transaction not otherwise permitted by Section 10 of the Main Agreement.

4. Other Dilutive Events. In case any event shall occur as to which the
provisions of Sections 2 and 3 are not strictly applicable but the failure to
make any adjustment would not fairly protect the purchase rights represented by
this Warrant in accordance with the essential intent and principles of such
Sections, then, in each such case, the Issuer shall appoint a firm of
independent certified public accountants of recognized national standing (which
shall not be the regular auditors of the Issuer), which shall give their opinion
upon the adjustment, if any, on a basis consistent with the essential intent and
principles established in Sections 2 and 3, necessary to preserve, without
dilution, the purchase rights represented by this Warrant. Upon





                                       12
<PAGE>   13

receipt of such opinion, the Issuer will promptly deliver a copy thereof via
facsimile and overnight courier to the holder or holders of this Warrant and
shall make the adjustments described therein.

5. No Dilution or Impairment. The Issuer will not, by amendment of its
certificate of incorporation or through any consolidation, merger,
reorganization, transfer of assets, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of the holder of
this Warrant against dilution or other impairment. Without limiting the
generality of the foregoing, the Issuer (a) will not permit the par value of any
shares of stock receivable upon the exercise of this Warrant to exceed the
amount payable therefor upon such exercise, (b) will take all such action as may
be necessary or appropriate in order that the Issuer may validly and legally
issue fully paid and nonassessable shares of stock on the exercise of the
Warrants from time to time outstanding, and (c) will not take any action which
results in any adjustment of the Warrant Price if the total number of shares of
Common Stock (or Other Securities) issuable after the action upon the exercise
of all of the Warrants would exceed the total number of shares of Common Stock
(or Other Securities) then authorized by the Issuer's certificate of
incorporation and available for the purpose of issue upon such exercise.

6. Accountants' Report as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable upon
the exercise of this Warrant, the Issuer at its expense will promptly compute
such adjustment or readjustment in accordance with the terms of this Warrant and
cause independent certified public accountants of recognized national standing
(which may be the regular auditors of the Issuer) selected by the Issuer to
verify such computation (other than any computation of the fair value of
property as determined in good faith by the Board of Directors of the Issuer)
and prepare a report setting forth such adjustment or readjustment and showing
in reasonable detail the method of calculation thereof and the facts upon which
such adjustment or readjustment is based, including a statement of (a) the
consideration received or to be received by the Issuer for any Additional Shares
of Common Stock issued or sold or deemed to have been issued, (b) the number of
shares of Common Stock outstanding or deemed to be outstanding, and (c) the
Warrant Price in effect immediately prior to such issue or sale and as adjusted
and readjusted (if required by Section 2, 3 or 4) on account thereof. The Issuer
will forthwith mail a copy of each such report to each holder of a Warrant and
will, upon the written request at any time of any holder of a Warrant, furnish
to






                                       13
<PAGE>   14

such holder a like report setting forth the Warrant Price at the time in effect
and showing in reasonable detail how it was calculated. The Issuer will also
keep copies of all such reports at its principal office and will cause the same
to be available for inspection at such office during normal business hours by
any holder of a Warrant or any prospective purchaser of a Warrant designated by
the holder thereof.

7. Notices of Corporate Action. In the event of

         7.1 any taking by the Issuer of a record of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled
to receive any dividend (other than a regular periodic dividend payable in cash
out of earned surplus in an amount not exceeding the amount of the immediately
preceding cash dividend for such period) or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

         7.2 any capital reorganization of the Issuer, any reclassification or
recapitalization of the capital stock of the Issuer or any consolidation or
merger involving the Issuer and any other Person or any transfer of all or
substantially all the assets of the Issuer to any other Person, or

         7.3 any voluntary or involuntary dissolution, liquidation or winding-up
of the Issuer, the Issuer will mail to each holder of a Warrant a notice
specifying (i) the date or expected date on which any such record is to be taken
for the purpose of such dividend, distribution or right, and the amount and
character of such dividend, distribution or right, and (ii) the date or expected
date on which any such reorganization, reclassification, recapitalization,
consolidation, merger, transfer, dissolution, liquidation or winding-up is to
take place and the time, if any such time is to be fixed, as of which the
holders of record of Common Stock (or Other Securities) shall be entitled to
exchange their shares of Common Stock (or Other Securities) for the securities
or other property deliverable upon such reorganization, reclassification,
recapitalization, consolidation, merger, transfer, dissolution, liquidation or
winding-up. Such notice shall be mailed at least 45 days prior to the date
therein specified.

8. Reservation of Shares. For so long as the Warrant represented hereby has not
been exercised in full, the Issuer shall at all times prior to the Termination
Date reserve and keep available, free from pre-emptive rights, out of its
authorized but unissued capital stock, the number of shares set forth in the
Main Agreement. In the event the number of Common Shares issuable exceeds the
authorized number of




                                       14
<PAGE>   15

shares of Common Stock or other securities, the Issuer shall promptly take all
actions necessary to increase the authorized number, including causing its Board
of Directors to call a special meeting of shareholders and recommend such
increase.

9. Transfer and Assignment.

         9.1 By accepting delivery of this Warrant Certificate, the registered
holder hereof covenants and agrees with the Issuer not to exercise the Warrant
or transfer the Warrant or the Common Shares represented hereby except in
compliance with the terms of the Main Agreement and this Warrant Certificate.

         9.2 By accepting delivery of this Warrant Certificate, the registered
holder hereof covenants and agrees with the Issuer that no Warrant may be sold
or assigned, in whole or in part, unless such sale or assignment complies with
applicable federal and state securities laws and until such holder shall
deliver to the Issuer (i) written notice of such transfer and of the name and
address of the transferee and such notice has been received by the Issuer; (ii)
a written agreement of the transferee to comply with the terms of the Main
Agreement and this Warrant Certificate; and (iii) a certificate of the
transferee and an opinion of counsel reasonably satisfactory to the Issuer that
such transfer complies with applicable federal and state securities laws;
provided, however that nothing in this Warrant Certificate shall limit the right
or ability of the holder to engage in hedging transactions with respect to the
Warrant or the underlying Common Shares. If a portion of the Warrant is
transferred, all rights of the registered holder hereunder may be exercised by
the transferee provided that any registered holder of the Warrant may deliver a
Warrant Exercise Notice only with respect to the Common Shares subject to such
holder's portion of the Warrant.

         9.3 The Issuer will pay all documentary stamp taxes (if any)
attributable to the issuance of Common Shares upon the exercise of the Warrant
by the registered holder hereof; provided, however, that the Issuer shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the registration of the Warrant Certificate or any certificates for
Common Shares in a name other than that of the registered holder of the Warrant
Certificate surrendered upon the exercise of a Warrant, and the Issuer shall not
be required to issue or deliver the Warrant Certificate or certificates for
Common Shares unless or until the person or persons requesting the issuance
thereof shall have paid to the Issuer the amount of such tax or shall have
established to the reasonable satisfaction of the Issuer that such tax has been
paid.




                                       15
<PAGE>   16

10. Lost or Stolen Warrant. In case this Warrant Certificate shall be mutilated,
lost, stolen or destroyed, the Issuer may in its discretion issue in exchange
and substitution for and upon cancellation of the mutilated Warrant Certificate,
or in lieu of and substitution for the Warrant Certificate lost, stolen or
destroyed, a new Warrant Certificate of like tenor, but only upon receipt of
evidence reasonably satisfactory to the Issuer of such loss, theft or
destruction of such Warrant Certificate and indemnity, if requested, reasonably
satisfactory to the Issuer. Applicants for a substitute Warrant Certificate
shall also comply with such other reasonable regulations and pay such other
reasonable charges as the Issuer may prescribe.

11. Warrant Agent. The Issuer (and any corporation into which the Issuer is
merged or any corporation resulting from any consolidation to which the Issuer
is a party) shall serve as warrant agent (the "Warrant Agent") under this
Warrant. The Warrant Agent hereunder shall at all times maintain a register (the
"Warrant Register") of the holders of Warrant. Upon 30 days' notice to the
registered holder hereof, the Issuer may appoint a new Warrant Agent. Such new
Warrant Agent shall be a corporation doing business and in good standing under
the laws of the United States or any state thereof, and having a combined
capital and surplus of not less than $100,000,000. The combined capital and
surplus of any such new Warrant Agent shall be deemed to be the combined capital
and surplus as set forth in the most recent report of its condition published by
such Warrant Agent prior to its appointment; provided that such reports are
published at least annually pursuant to law or to the requirements of a federal
or state supervising or examining authority. After acceptance in writing of
such appointment by the new Warrant Agent, it shall be vested with the same
powers, rights, duties and responsibilities as if it had been originally named
herein as the Warrant Agent, without any further assurance, conveyance, act or
deed; but if for any reason it shall be reasonably necessary or expedient to
execute and deliver any further assurance, conveyance, act or deed, the same
shall be done at the expense of the Issuer and shall be legally and validly
executed and delivered by the Issuer. Any corporation into which any new Warrant
Agent may be merged or any corporation resulting from any consolidation to which
any new Warrant Agent shall be a party or any corporation to which any new
Warrant Agent transfers substantially all of its corporate trust or shareholders
services business shall be a successor Warrant Agent under this Warrant without
any further act; provided that such corporation (i) would be eligible for
appointment as successor to the Warrant Agent under the provisions of this
Section 11 or (ii) is a wholly owned subsidiary of the Warrant Agent. Any such
successor Warrant Agent shall promptly cause notice of its succession as Warrant
Agent to be delivered via reputable overnight courier to the registered holder
hereof at such holder's last address as shown on the Warrant Register.




                                       16
<PAGE>   17

12. Definitions. As used herein, unless the context otherwise requires, the
following terms have the following respective meanings:

         12.1 Acquiring Person: With reference to the transactions referred to
in clauses (a) through (d) of section 3.1, the continuing or surviving
corporation of a consolidation or merger with the Issuer (if other than the
Issuer), the transferee of substantially all of the properties or assets of the
Issuer, the corporation consolidating with or merging into the Issuer in a
consolidation or merger in connection with which the Common Stock is changed
into or exchanged for stock or other securities of any other Person or cash or
any other property, or, in the case of a capital reorganization or
reclassification, the Issuer.

         12.2 Acquisition Price: As applied to the Common Stock, (a) the Market
Price on the date immediately preceding the date on which any transaction to
which Section 3 applies is consummated, or (b) if a purchase, tender or exchange
offer is made by the Acquiring Person (or by any of its affiliates) to the
holders of the Common Stock and such offer is accepted by the holders of more
than 50% of the outstanding shares of Common Stock, the greater of (i) the price
determined in accordance with the provisions of the foregoing clause (a) of this
sentence and (ii) the Market Price on the date immediately preceding the
acceptance of such offer by the holders of more than 50% of the outstanding
shares of Common Stock.

         12.3 Additional Shares of Common Stock: All shares (including treasury
shares) of Common Stock issued or sold (or, pursuant to section 2.3 or 2.4,
deemed to be issued) by the Issuer after the date hereof, whether or not
subsequently reacquired or retired by the Issuer, other than shares issued upon
the exercise of the Warrants; provided, however, that this term shall not
include Excluded Stock.

         12.4 Common Stock: As defined in the introduction to this Warrant, such
term to include any stock into which such Common Stock shall have been changed
or any stock resulting from any reclassification of such Common Stock, and all
other stock of any class or classes (however designated) of the Issuer the
holders of which have the right, without limitation as to amount, either to all
or to a share of the balance of current dividends and liquidating dividends
after the payment of dividends and distributions on any shares entitled to
preference to Common Stock shares.

         12.5 Convertible Securities: Any evidences of indebtedness, shares of
stock (other than Common Stock) or other securities directly or indirectly
convertible into or exchangeable for Additional Shares of Common Stock.




                                       17
<PAGE>   18

         12.6 Excluded Stock: (A) Options and rights to purchase up to 9,949,008
shares of Common Stock, which options and rights are issued (i) pursuant to the
terms of the Benefit Plans; (ii) in the ordinary course of business, consistent
with past practice of the Company (in the case of the Benefit Plans other than
the 1999 Employee Stock Purchase Plan); and (iii) with an exercise price not
less than the Market Price on the date of grant or, in the case of shares
purchased under the 1999 Employee Stock Purchase Plan), at a purchase price not
less than 85% of the Market Price on the first or last day of the applicable
offering period, whichever is lower; (B) Dividends on, or conversion of, the
Issuer's Series A Cumulative Perpetual Preferred Stock and Series B Preferred
Stock paid in Common Stock in accordance with the Certificate of Designation of
the Series A Cumulative Perpetual Preferred Stock and the Certificate of Rights
and Preferences of the Series B Preferred Stock; (C) Common Stock issued upon
exercise of the warrant issued to SCF-IV, L.P. or this Warrant; or (D) Common
Stock issued in connection with a Combination.

         12.7 Issuer: As defined in the introduction to this Warrant, such term
to include any corporation which shall succeed to or assume the obligations of
the Issuer.

         12.8 Market Price: On any date specified herein, the amount per share
of the Common Stock (or, for purposes of determining the Market Price of the
common stock of an Acquiring Person or its Parent under Section 3, the common
stock of such Acquiring Person or such Parent), equal to (a) the daily
volume-weighted average price on the NYSE (as defined in the Main Agreement) or,
if no such sale takes place on such date, the average of the closing bid and
asked prices on the NYSE thereof on such date, in each case as reported by
Bloomberg, L.P. (or by such other Person as the holder and the Issuer may
agree), or (b) if such Common Stock is not then listed or admitted to trading on
the NYSE, the higher of (x) the book value thereof as determined by any firm of
independent public accountants of recognized standing selected by the Board of
Directors of the Issuer as of the last day of any month ending within 60 days
preceding the date as of which the determination is to be made or (y) the fair
value thereof determined in good faith by the Board of Directors of the Issuer
as of a date which is within 18 days of the date as of which the determination
is to be made.

         12.9 Options: Rights, options or warrants to subscribe for, purchase or
otherwise acquire either Additional Shares of Common Stock or Convertible
Securities.




                                       18
<PAGE>   19

         12.10 Other Securities: Any stock (other than Common Stock) and other
securities of the Issuer or any other Person (corporate or otherwise) which the
holders of the Warrants at any time shall be entitled to receive, or shall have
received, upon the exercise of the Warrants, in lieu of or in addition to
Common Stock, or which at any time shall be issuable or shall have been issued
in exchange for or in replacement of Common Stock or Other Securities.

         12.11 Parent: As to any Acquiring Person any corporation which (a)
controls the Acquiring Person directly or indirectly through one or more
intermediaries, (b) is required to include the Acquiring Person in the
consolidated financial statements contained in such Parent's Annual Report on
Form 10-K and (c) is not itself included in the consolidated financial
statements of any other Person (other than its consolidated subsidiaries).

         12.12 Person: A corporation, an association, a partnership, an
organization, a business, an individual, a government or political subdivision
thereof or a governmental agency.

         12.13 Termination Date: The date set forth in the first paragraph
hereof, provided that the Termination Date shall be extended by one day for each
day that the Registration Requirement (as defined in the Main Agreement) is not
satisfied.

         12.14 Voting Securities: Stock of any class or classes (or equivalent
interests), if the holders of the stock of such class or classes (or equivalent
interests) are ordinarily, in the absence of contingencies, entitled to vote for
the election of the directors (or persons performing similar functions) of such
business entity, even though the right so to vote has been suspended by the
happening of such a contingency.

13. Remedies. The Issuer stipulates that the remedies at law of the holder of
this Warrant in the event of any default or threatened default by the Issuer in
the performance of or compliance with any of the terms of this Warrant are not
and will not be adequate and that, to the fullest extent permitted by law, such
terms may be specifically enforced by a decree for the specific performance of
any agreement contained herein or by an injunction against a violation of any of
the terms hereof or otherwise.

14. No Rights or Liabilities as Stockholder. Nothing contained in this Warrant
shall be construed as conferring upon the holder hereof any rights as a
stockholder of the Issuer or as imposing any obligation on such holder to
purchase any securities or





                                       19
<PAGE>   20

as imposing any liabilities on such holder as a stockholder of the Issuer,
whether such obligation or liabilities are asserted by the Issuer or by
creditors of the Issuer.

15. Notices. All notices and other communications under this Warrant shall be in
writing and shall be delivered by a nationally recognized overnight courier,
postage prepaid, addressed (a) if to Fletcher or the Issuer, in the manner
provided in the Main Agreement, or (b) if to any other holder of any Warrant, at
the registered address of such holder as set forth in the register kept at the
principal office of the Issuer, provided that the exercise of any Warrant shall
be effective in the manner provided in Section 1.

16. Amendments. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.

17. Descriptive Headings. The headings in this Warrant are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

18. GOVERNING LAW. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE
OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

19. Judicial Proceedings; Waiver of Jury. Any judicial proceeding brought
against the Issuer with respect to this Warrant may be brought in any court of
competent jurisdiction in the State of New York or of the United States of
America for the Southern District of New York and, by execution and delivery of
this War rant, the Issuer (a) accepts, generally and unconditionally, the
nonexclusive jurisdiction of such courts and any related appellate court, and
irrevocably agrees to be bound by any judgment rendered thereby in connection
with this Warrant, subject to any rights of appeal, and (b) irrevocably waives
any objection the Issuer may now or hereafter have as to the venue of any such
suit, action or proceeding brought in such a court or that such court is an
inconvenient forum. The Issuer hereby waives personal service of process and
consents, that service of process upon it may be made by certified or registered
mail, return receipt requested, at its address specified or determined in
accordance with the provisions of Section 15, and service so made shall be
deemed completed on the third Business Day after such service is deposited in
the mail or, if earlier, when delivered. Nothing herein shall affect the right
to serve process in any other manner permitted by law or shall limit the right
of any holder of any Warrant to bring proceedings against the Issuer in the
courts of any other jurisdiction. THE ISSUER HEREBY WAIVES TRIAL BY JURY IN ANY



                                       20
<PAGE>   21

JUDICIAL PROCEEDING INVOLVING, DIRECTLY, OR INDIRECTLY, ANY MATTER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH THIS WARRANT OR THE RELATIONSHIP ESTABLISHED HEREUNDER.

         This Warrant Certificate shall not be valid unless signed by the
Issuer.

                  [Remainder of Page Left Blank Intentionally]




                                       21
<PAGE>   22


         IN WITNESS WHEREOF, Newpark Resources, Inc. has caused this Warrant
Certificate to be signed by its duly authorized officer.


Dated:  June 1, 2000

                                           NEWPARK RESOURCES, INC.



                                           By:  /s/ Matthew W. Hardey
                                                -------------------------------
                                                Name:  Matthew W. Hardey
                                                Title:    V.P. of Finance & CFO



<PAGE>   23



                                                                       Exhibit 1

                        [FORM OF WARRANT EXERCISE NOTICE]


                  (To Be Executed Upon Exercise Of the Warrant)


                                     [DATE]

Newpark Resources, Inc.
3850 North Causeway Boulevard
Suite 1770
Metairie, Louisiana  70002
Attention:   [Chief Financial Officer]

         Re:      Warrant No. W-1

Ladies and Gentlemen:

         The undersigned is the registered holder of the above-referenced
warrant (the "Warrant") issued by Newpark Resources, Inc. (the "Issuer"),
evidenced by copy of the Warrant Certificate attached hereto, and hereby elects
to exercise the Warrant to purchase________________ (1) Common Shares (as
defined in such Warrant Certificate) [cash exercise: and shall deliver on the
Warrant Closing Date via wire transfer of immediately available funds or by
certified or official bank check] [cashless exercise: and, pursuant to Section
6(c)(x) of the Main Agreement (as defined in the Warrant Certificate) shall
be deemed to have tendered] $_______________ by wire transfer or by certified or
official bank check to the order of Newpark Resources, Inc. as


- --------------------
         (1) Insert here the number of shares called for on the face of this
Warrant (or, in the case of a partial exercise, the portion thereof as to which
this Warrant is being exercised), in either case without making any adjustment
for Additional Shares of Common Stock or any other stock or other securities or
property or cash which, pursuant to the adjustment provisions of this Warrant,
may be delivered upon exercise. In the case of partial exercise, a new Warrant
or Warrants will be issued and delivered, representing the unexercised portion
of the Warrant, to the holder surrendering the Warrant.

                                       1-1

<PAGE>   24



payment for such Common Shares in accordance with the terms of such Warrant
Certificate and the Main Agreement (as defined in the Warrant Certificate).

         In accordance with the terms of the attached Warrant Certificate, the
undersigned requests that certificates for such shares be registered in the
name of and delivered to the undersigned at the following address:

                                  [TO BE ADDED]

         The undersigned will deliver the original of the Warrant Certificate no
later than the second Trading Day after and excluding the date of this notice.

         [If the number of Common Shares to be delivered is less than the total
number of Common Shares deliverable under the Warrant, insert the following --
The undersigned requests that a new warrant certificate substantially identical
to the attached Warrant Certificate be issued to the undersigned evidencing the
right to purchase the number of Common Shares equal to (x) the total number of
Common Shares deliverable under the Warrant less (y) the number of Common Shares
to be delivered in connection with this exercise.]

                                           FLETCHER INTERNATIONAL LIMITED, by
                                           its duly authorized investment
                                           advisor, FLETCHER ASSET MANAGEMENT,
                                           INC.




                                           By:
                                              ---------------------------------
                                                Name:
                                                Title:



                                       1-2

<PAGE>   25



                                                                       Exhibit 2

                   [FORM OF WARRANT EXERCISE DELIVERY NOTICE]

                                     [date]

Fletcher International Limited
c/o Fletcher Asset Management
22 East 67th Street
New York, NY  10021
Attn:  Peter Zayfert
Telephone:        (212) 284-4800
Facsimile:        (212) 284-4801

Ladies and Gentlemen:

         Reference is made to the Agreement (the "Main Agreement") dated as of
May 30, 2000 by and between Newpark Resources, Inc. ("Newpark") and Fletcher
International Limited ("Fletcher"). Capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Main Agreement.

         This notice confirms that the Warrant has been exercised by Fletcher
with respect to ________ shares of Common Stock at a Warrant Price (as defined
in the Warrant Certificate) of $________. Attached are copies of the front and
back of the ____ original stock certificates, each representing ______ shares of
Common Stock, together with a copy of the overnight courier air bill which will
be used to ship such stock certificates. Also attached is a reissued warrant
certificate, as provided in Section 1.5 of the Warrant Certificate. We will send
the original stock certificates by overnight courier to the following address:

                           [TO COME]

                           with a copy to:

                           Fletcher International Limited
                           c/o Fletcher Asset Management
                           22 East 67th Street
                           New York, NY  10021-5805
                           Attn:  Peter Zayfert

                                       2-1

<PAGE>   26




                                           NEWPARK RESOURCES, INC.


                                           By:
                                              ---------------------------------
                                                Name:
                                                Title:



                                       2-2

<PAGE>   27



                                TABLE OF CONTENTS




<TABLE>
<S>                                                                                                <C>
1.       Exercise of Warrant........................................................................1
                  1.1      Manner of Exercise.......................................................2
                  1.3      When Exercise Effective..................................................3
                  1.5      Delivery of Stock Certificates, etc......................................3
                  2.2      Adjustment of Warrant Price..............................................4
                  2.4      Treatment of Stock Dividends, Stock Splits, etc..........................8
                  2.5      Computation of Consideration.............................................9
                  2.6      Adjustments for Combinations, etc.......................................10
                  2.7      Dilution in Case of Other Securities....................................10
                  2.8      Minimum Adjustment of Warrant Price.....................................11

3.       Consolidation, Merger, etc................................................................11
         3.1      Adjustments for Consolidation, Merger, Sale of Assets,
                  Reorganization, etc..............................................................11
         3.2      Assumption of Obligations........................................................12

4.       Other Dilutive Events.....................................................................13

5.       No Dilution or Impairment.................................................................13

6.       Accountants' Report as to Adjustments.....................................................14

7.       Notices of Corporate Action...............................................................14

8.       Reservation of Shares.....................................................................15

9.       Transfer and Assignment...................................................................15

10.      Lost or Stolen Warrant....................................................................16

11.      Warrant Agent.............................................................................16

12.      Definitions...............................................................................17

16.      Amendments................................................................................21
</TABLE>

                                       i

<PAGE>   28



<TABLE>
<S>                                                                                               <C>
17.      Descriptive Headings......................................................................21

18.      GOVERNING LAW.............................................................................21

19.      Judicial Proceedings; Waiver of Jury......................................................21

Exhibit 1:        Form of Warrant Exercise Notice..................................................23

Exhibit 2:        Form of Warrant Exercise Delivery Notice.........................................25
</TABLE>



                                       ii



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>PRESS RELEASE DATED JUNE 1, 2000
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.1

            NEWPARK RESOURCES COMPLETES $30 MILLION PRIVATE PLACEMENT

Metairie, LA, June 1, 2000...Newpark Resources, Inc. (NYSE: NR) today announced
that it has completed the private placement of $30 million of a newly designated
class of Preferred Stock and warrants for 1.9 million shares of Common Stock.
The securities were issued to Fletcher International Limited, an affiliate of
Fletcher Asset Management, Inc., an investment firm headquartered in New York
City with over $600 million under management.

The preferred shares carry a 4.5% dividend payable at the Company's option in
cash or common stock and are convertible into common stock at market prices at
any time, subject to certain restrictions. The warrants are exercisable at any
time during a seven-year term at $10.08, a 30% premium to the market price of
the stock on May 26, 2000.

James D. Cole, Newpark's President and CEO stated: "Current natural gas prices,
the trend in rig activity, and possible changes in environmental regulations
suggest that the coming market opportunity may be considerably stronger than we
had anticipated. We believe that the immediate improvement in balance sheet
liquidity and the added working capital provided by this financing will help
position us to take full advantage of the market opportunity."

He continued, "Over the past year, we've witnessed a near-doubling in the price
of natural gas. This puts billions of dollars of additional cash flow into the
industry, which can reasonably be expected to dedicate a portion of that
increment to increased exploration activity. We have also become aware that
there is likely to be a significant tightening of discharge regulations in the
Gulf of Mexico later this year. While we cannot be certain of the impact of the
revised regulations, the changes could benefit either or both of the Company's
oilfield waste disposal business and its drilling fluids business. Newpark has
developed and maintained the disposal capacity necessary to handle the increased
waste volumes expected to result from the progression of tighter discharge
regulations. The Company has also positioned itself as a supplier of
high-performance, environmentally friendly drilling fluids, demand for which
could increase if the higher compliance standards become effective.

"This transaction is also a prudent step financially, reducing our
debt-to-capital ratio to 46% from 53% at the end of the first quarter," Cole
said, adding, "We anticipate a further improvement in our debt ratio by year-end
from operating earnings. Because the proceeds of the transaction will initially
be used to pay down bank borrowings, the transaction is not anticipated to be
dilutive to earnings."

Newpark Resources, Inc. provides integrated fluids management, environmental and
oilfield services to the exploration and production industry. Fletcher
International Limited is a private fund affiliated with Fletcher Asset
Management, Inc. Fletcher makes direct investments in a wide range of
established and growing public companies in a variety of industries.

For further information about the Company, contact:


                                  Page 1 of 2

<PAGE>   2

          Company                               New York

Matthew W. Hardey                             Ron Hengen
Vice President of Finance                     R. F. Hengen, Inc.
Newpark Resources, Inc.                       253 Southgate Road
3850 N. Causeway, Suite 1770                  Murray Hill, New Jersey  07974
Metairie, Louisiana 70002                     (908) 508-9000
(504) 838-8222

For further information about Fletcher Asset Management, contact:

         Fletcher Asset Management

Jonathan B. Schindel
Executive Vice President
22 East 67th Street
New York, NY 10021
(212) 284-4800
email: info@fletcher.com

The foregoing discussion contains 'forward-looking statements' within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Act of 1934, as amended. There are risks and uncertainties
that could cause future events and results to differ materially from those
anticipated by management in the forward-looking statements included in this
press release. For further information regarding these and other factors, risks
and uncertainties affecting the Company, reference is made to the section
entitled "Forward-Looking Statements," on page 45 of the Annual Report on Form
10-K dated March 27, 2000, (SEC File No. 1-2960). You are strongly urged to
review these filings for a more detailed discussion of these risks and
uncertainties. Newpark's SEC filings can be obtained at no charge at www.sec.gov
and at www.freeEDGAR.com, as well as through our Website, www.newpark.com.


                                   Page 2 of 2

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