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                                                                     EXHIBIT 4.1


                      CERTIFICATE OF RIGHTS AND PREFERENCES
                                       OF
                      SERIES C 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 December
27, 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 C 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 C Convertible
Preferred Stock (the "Series C 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.



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         "Business Combination" is defined in Section 6(E)(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 C 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 less than
$4.3125 (the "Floor Price") and no greater than the lowest of the following: (i)
$11.2125 (the "Ceiling Price"); (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,
the Floor Price and the Ceiling 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 C
Preferred Stock plus accrued and unpaid dividends divided by the Conversion
Price.

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



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         "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 February 28, 2001.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute, and the rules and regulations promulgated thereunder.

         "Fletcher" means Fletcher International, Ltd., a company organized
under the laws of Bermuda, together with its successors.

         "Holder" means a holder of record of the Series C 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 C Preferred
Stock the original date of issuance of such shares of Series C Preferred Stock.

         "Junior Securities" means Capital Stock that, with respect to dividends
and distributions upon Liquidation, ranks junior to the Series C 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 C Preferred Stock and any Parity
Securities and Senior Securities issued with the approval of the Holders of a
Majority of the Series C 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 December 27, 2000,
among the Company and Fletcher pursuant to which 120,000 shares of Series C
Preferred Stock and certain other securities are to be issued by the Company,
including all schedules and exhibits thereto.

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


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         "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 C Preferred Stock at any time shall be entitled to
receive, or shall have received, upon conversion of the Series C 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 the Series B Preferred Stock (which ranks
pari passu with the Series C Preferred Stock with respect to both dividends and
distributions upon Liquidation) and any other class or series of Capital Stock
that, with respect to dividends or distributions upon Liquidation, ranks pari
passu with the Series C 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 (which ranks
senior to the Series C Preferred Stock with respect to both dividends and
distributions upon Liquidation) and any other


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class or series of Capital Stock that, with respect to dividends or
distributions upon Liquidation, ranks senior to the Series C Preferred Stock.

         "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 the powers, designations, preferences and relative,
participating, optional and other special rights of which are specified in a
Certificate of Rights and Preferences of Series B Convertible Preferred Stock
filed in the office of the Secretary of State of Delaware on May 31, 2000.

         "Series C Preferred Stock" means the Series C 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(b) of the
Main Agreement.

         "Stated Value" is an amount equal to $250.00 per share of Series C
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 at least a
majority ownership interest.

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

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

         3. Dividends and Distributions.

            (A) After payment or provision for all unpaid dividends on the
         Series A Preferred Stock and any other Senior Securities that rank
         senior to the Series C Preferred Stock with respect to dividends, 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
         February 28, 2001. The period from the Issue Date to February 28, 2001,
         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 C 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 C


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         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 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. The
         Company shall have the right to withhold from any such dividend such
         amounts as are required to be withheld pursuant to applicable federal,
         state, local or foreign tax laws.

            (B) Dividends payable on the Series C 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 C Preferred Stock 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


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         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 Common Stock
         to be issued as a dividend shall be rounded to the nearest whole share
         after aggregating all shares of Series C 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 C 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 for the Series B Preferred Stock and 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 C 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 the Series A
Preferred Stock and any other Senior Securities that rank senior to the Series C
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 C 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 C Preferred Stock) upon the Liquidation
of the Company. In case the assets of the

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Company available for payment to the Holders are insufficient to pay the full
Liquidation Preference on all outstanding shares of the Series C 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 C
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 Securities shall be
distributed ratably among the Holders of the Series C 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 C 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 C Preferred Stock:

            (A) Each share of Series C 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 C 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 C 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 bears to (ii) the total outstanding shares of the voting
         capital stock of the Company (including outstanding shares of Series C
         Preferred Stock, 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 C 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 C 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.


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                  (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 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 C 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 C Preferred Stock shall have the voting
         power provided in Section 5(B), the Holders of a majority of the shares
         of Series C 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 C 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 C 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 C 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 C 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 C 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:


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                                             (1) Reduce the dividend rates on
                                    the Series C Preferred Stock, or make such
                                    dividends non-cumulative, or defer the date
                                    from which dividends will accrue, or cancel
                                    accrued and unpaid dividends, or change the
                                    relative seniority rights of the holders of
                                    Series C 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 C 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 C Preferred Stock
                                    to the rights upon liquidation of the
                                    holders of any other capital stock of the
                                    Company;

                                             (3) Make the Series C Preferred
                                    Stock redeemable at the option of the
                                    Company; or

                                             (4) Change the authorized number of
                                    directors of the Company at any time when
                                    the Holders of shares of Series C 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 C 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 C 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


                                     - 10 -

<PAGE>   11



                  shall take place (a) on the third Trading Day following and
                  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 C 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.

                           (iii) Each Conversion of Series C Preferred Stock
                  shall be deemed to have been effected immediately prior to the
                  close of business on the Trading Day on which


                                     - 11 -

<PAGE>   12



                  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 C
                  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 C 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 C 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 C 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 C 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 C Preferred Stock. The
         Company shall 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 C Preferred Stock so converted were registered, and no such
         issue


                                     - 12 -

<PAGE>   13



         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 C 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 C 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 C
         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 C 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 (for
                  purposes of this Section 6(E) only, the Floor Price shall be
                  deemed to be zero dollars ($0.00)):

                                    (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 C Preferred Stock immediately
                           prior thereto;

                                     - 13 -

<PAGE>   14



                                    (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 C
                           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) the Ceiling Price (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.

                                    (D) cash in an amount equal to 133% of the
                           Stated Value of such share of Series C 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


                                     - 14 -

<PAGE>   15



                           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 C
                  Preferred Stock as provided herein shall assume, by written
                  instrument delivered to, and reasonably satisfactory to, the
                  Holders of a Majority of the Series C 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 C 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 C 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 C Preferred Stock.
The Company shall return to the status of unauthorized and undesignated shares
of Preferred Stock each share of Series C 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 C
Preferred Stock which shall be converted or otherwise acquired by the Company
shall thereafter be reissued, sold or transferred by the Company as Series C
Preferred Stock. The Company will not issue any further shares of Series C
Preferred Stock. The Company shall have no right to redeem the shares of Series
C 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 27th day of December, 2000.


                                    NEWPARK RESOURCES, INC.


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


ATTEST:


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