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                                                                    EXHIBIT 10.5

                                                               (EXECUTION FINAL)


                        NEWPARK SHIPHOLDING TEXAS, L.P.
                         3850 North Causeway Boulevard
                                   Suite 1770
                         Metairie, Louisiana 70002-1752

                                                     April 29, 2003

FOOTHILL CAPITAL CORPORATION
1000 Abernathy Road
Suite 1450
Atlanta, Georgia 30328
Attention: Mr. Gregg Gentry

               Re: Intercreditor Agreement
                   -----------------------

Ladies and Gentlemen:

     Foothill Capital Corporation, a California corporation ("Foothill") and
Newpark Shipholding Texas, L.P., a Texas limited partnership ("Newpark
Shipholding") have previously entered into and executed an Intercreditor
Agreement, dated as of February 7, 2002 ("the Intercreditor Agreement"), which
provides for, among other things, agreement as to the priority of their
respective security interests and liens in and to the assets and properties of
Newpark Shipbuilding-Brady Island, Inc., a Texas corporation ("Debtor"), on and
subject to the terms and conditions set forth in the Intercreditor Agreement.
Capitalized terms used in this letter agreement shall have the meaning assigned
thereto in the Intercreditor Agreement, unless otherwise defined herein.

     Debtor and Newpark Shipholding have entered into and executed, or are about
to enter into and execute, various amendatory documents with respect to the
Junior Creditor Agreements, including, without limitation, an Amended and
Restated Promissory Note in the principal amount of $8,534,000 issued by Debtor
in favor of Newpark Shipholding, an Amended and Restated Pre-Payment Letter
executed between Newpark Shipholding and Debtor, an Agreement and Restating
Amendment to Security Agreement executed between Newpark Shipholding and Debtor,
a First Amendment to the Deed of Trust, Security Agreement, Assignment of Leases
and Rents and Fixture Filing between Newpark Shipholding and Debtor and
Amendment and Supplement No. 1 to Second Preferred Fleet Mortgage between
Newpark Shipholding and Debtor (collectively, the "Newpark Restructuring
Amendments").

     Pursuant to the Newpark Restructuring Amendments, Newpark Shipholding and
Debtor have agreed, among other things, to extend the maturity date of the
Junior Creditor Agreements to September 30, 2005, on and subject to the terms
and conditions set forth in the Newpark Restructuring Amendments.



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     Foothill, Debtor and various affiliates of Debtor that are, together with
Debtor, party to the Senior Creditor Agreements as "Borrowers" thereunder, have
entered into and executed, or are about to enter into and execute, a certain
Fourth Amendment to Second Amended and Restated Loan and Security Agreement and
Consent (the "Foothill Fourth Amendment"). Pursuant to the Foothill Fourth
Amendment subject to the occurrence of the Fourth Amendment Effective Date
thereunder (and as defined therein), among other things, Foothill has consented
to Debtor entering into and executing the Newpark Restructuring Amendments,
including, without limitation, the extension of the maturity date thereof to
September 30, 2005.

     This letter will confirm that, effective upon Debtor and Newpark
Shipholding entering into and executing the Junior Creditor Restructuring
Amendments, then Section 3.2(a)(i) of the Intercreditor Agreement shall be
deemed amended in its entirety to read as follows:

               "(i) except as otherwise provided in the Junior Creditor
          Agreements, as amended on or about April 29, 2003, the total unpaid
          principal amount of the Junior Debt is $8,534,000, and, except as
          provided for in the Junior Creditor Agreements, as amended on or about
          April 29, 2003 (and subject to the limitations set forth in the Senior
          Creditor Loan Agreement), none of the principal amount of the Junior
          Debt or interest accrued and accruing thereon is due and owing to
          Junior Creditor until the maturity date for the Junior Debt, i.e.,
          September 30, 2005, or earlier, in the case of acceleration of the
          Junior Debt (in accordance with the terms of the Junior Creditor
          Agreements) following the occurrence of an "Event of Default" or a
          "Change in Control" thereunder and as such quoted terms are defined
          therein;"

     The parties hereto confirm that, in all other respects, the Intercreditor
Agreement remains in full force and effect in accordance with its existing terms
and conditions.

     This letter agreement may be executed in any number of counterparts, each
of which, when executed, shall constitute one and the same agreement.

                          (SIGNATURE PAGE FOLLOWS)


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                                                 NEWPARK SHIPHOLDING TEXAS, L.P.

                                                 By: NEWPARK HOLDINGS, INC.,
                                                       a Louisiana corporation
                                                 Its General Partner,
                                                       Duly Authorized

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

AGREED TO:

FOOTHILL CAPITAL CORPORATION

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

ACKNOWLEDGED AND AGREED TO:

NEWPARK SHIPHOLDING-BRADY ISLAND, INC.

By: /s/ Frank R. Pierce
   -----------------------------
Title: Authorized Signatory
      -----------------------------



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