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                                                                   EXHIBIT 10.14

                            INDEMNIFICATION AGREEMENT

         This Indemnification Agreement (the "Agreement") is made as of
_______________, 2001 by and between Oil States International, Inc., a Delaware
corporation (the "Company"), and _________________ (the "Indemnitee").


                                    AGREEMENT

         In consideration of the mutual promises made in this Agreement, and for
other good and valuable consideration, receipt of which is hereby acknowledged,
the Company and Indemnitee hereby agree as follows:

         1.       INDEMNIFICATION.

                  (a) THIRD PARTY PROCEEDINGS. The Company shall indemnify
         Indemnitee if Indemnitee is or was a party or is threatened to be made
         a party to any threatened, pending or completed action, suit or
         proceeding, whether civil, criminal, administrative or investigative
         (other than an action by or in the right of the Company) by reason of
         the fact that Indemnitee is or was a director, officer, employee or
         agent of the Company, or any subsidiary of the Company, by reason of
         any action or inaction on the part of Indemnitee while an officer or
         director or by reason of the fact that Indemnitee is or was serving at
         the request of the Company as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise, against expenses (including attorneys' fees), judgments,
         fines and amounts paid in settlement (if such settlement is approved in
         advance by the Company, which approval shall not be unreasonably
         withheld) actually and reasonably incurred by Indemnitee in connection
         with such action, suit or proceeding if Indemnitee acted in good faith
         and in a manner Indemnitee reasonably believed to be in or not opposed
         to the best interests of the Company, and, with respect to any criminal
         action or proceeding, had no reasonable cause to believe Indemnitee's
         conduct was unlawful. The termination of any action, suit or proceeding
         by judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that Indemnitee did not act in good faith and in a manner
         which Indemnitee reasonably believed to be in or not opposed to the
         best interests of the Company, or, with respect to any criminal action
         or proceeding, that Indemnitee had reasonable cause to believe that
         Indemnitee's conduct was unlawful.

                  (b) PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company
         shall indemnify Indemnitee if Indemnitee was or is a party or is
         threatened to be made a party to any threatened, pending or completed
         action or proceeding by or in the right of the Company or any
         subsidiary of the Company to procure a judgment in its favor by reason
         of the fact that Indemnitee is or was a director, officer, employee or
         agent of the Company, or any subsidiary of the Company, by reason of
         any action or inaction on the part of Indemnitee while an officer or
         director or by reason of the fact that Indemnitee is or was serving at
         the request of the Company as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise, against expenses (including
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         attorneys' fees) and, to the fullest extent permitted by law, amounts
         paid in settlement (if such settlement is approved in advance by the
         Company, which approval shall not be unreasonably withheld), in each
         case to the extent actually and reasonably incurred by Indemnitee in
         connection with the defense or settlement of such action or suit if
         Indemnitee acted in good faith and in a manner Indemnitee reasonably
         believed to be in or not opposed to the best interests of the Company
         and its stockholders, except that no indemnification shall be made in
         respect of any claim, issue or matter as to which Indemnitee shall have
         been finally adjudicated by court order or judgment to be liable to the
         Company in the performance of Indemnitee's duty to the Company and its
         stockholders unless and only to the extent that the court in which such
         action or proceeding is or was pending shall determine upon application
         that, in view of all the circumstances of the case, Indemnitee is
         fairly and reasonably entitled to indemnity for such expenses which
         such court shall deem proper.

                  (c) MANDATORY PAYMENT OF EXPENSES. To the extent that
         Indemnitee has been successful on the merits or otherwise in defense of
         any action, suit or proceeding referred to in Section 1(a) or Section
         1(b) or the defense of any claim, issue or matter therein, Indemnitee
         shall be indemnified against expenses (including attorneys' fees)
         actually and reasonably incurred by Indemnitee in connection therewith.

         2.       NO EMPLOYMENT RIGHTS.  Nothing contained in this Agreement is
intended to create in Indemnitee any right to continued employment.

         3.       EXPENSES; INDEMNIFICATION PROCEDURE.

                  (a) ADVANCEMENT OF EXPENSES. The Company shall advance all
         expenses incurred by Indemnitee in connection with the investigation,
         defense, settlement or appeal of any civil or criminal action, suit or
         proceeding referred to in Section l(a) or Section 1(b) hereof
         (including amounts actually paid in settlement of any such action, suit
         or proceeding). Indemnitee hereby undertakes to repay such amounts
         advanced only if, and to the extent that, it shall ultimately be
         determined that Indemnitee is not entitled to be indemnified by the
         Company as authorized hereby.

                  (b) NOTICE COOPERATION BY INDEMNITEE. Indemnitee shall, as a
         condition precedent to his or her right to be indemnified under this
         Agreement, give the Company notice in writing as soon as practicable of
         any claim made against Indemnitee for which indemnification will or
         could be sought under this Agreement. Notice to the Company shall be
         directed to the Chief Executive Officer of the Company (unless the
         Indemnitee is then the Chief Executive Officer, in which event then to
         the Chief Financial Officer of the Company) and shall be given in
         accordance with the provisions of Section 12(d) below. In addition,
         Indemnitee shall give the Company such information and cooperation as
         it may reasonably require and as shall be within Indemnitee's power.

                  (c) PROCEDURE. Any indemnification and advances provided for
         in Section 1 and this Section 3 shall be made no later than twenty (20)
         days after receipt of the written request of Indemnitee. If a claim
         under this Agreement, under any statute, or under any provision of the
         Company's Certificate of Incorporation or Bylaws providing for

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         indemnification, is not paid in full by the Company within twenty (20)
         days after a written request for payment thereof has first been
         received by the Company, Indemnitee may, but need not, at any time
         thereafter bring an action against the Company to recover the unpaid
         amount of the claim and, subject to Section 11 of this Agreement,
         Indemnitee shall also be entitled to be paid for the expenses
         (including attorneys' fees) of bringing such action. It shall be a
         defense to any such action (other than an action brought to enforce a
         claim for expenses incurred in connection with any action, suit or
         proceeding in advance of its final disposition) that Indemnitee has not
         met the standards of conduct which make it permissible under applicable
         law for the Company to indemnify Indemnitee for the amount claimed, but
         the burden of proving such defense shall be on the Company and
         Indemnitee shall be entitled to receive interim payments of expenses
         pursuant to Section 3(a) unless and until such defense may be finally
         adjudicated by court order or judgment from which no further right of
         appeal exists. It is the parties' intention that if the Company
         contests Indemnitee's right to indemnification, the question of
         Indemnitee's right to indemnification shall be for the court to decide,
         and neither the failure of the Company (including its Board of
         Directors, any committee or subgroup of the Board of Directors,
         independent legal counsel, or its stockholders) to have made a
         determination that indemnification of Indemnitee is proper in the
         circumstances because Indemnitee has met the applicable standard of
         conduct required by applicable law, nor an actual determination by the
         Company (including its Board of Directors, any committee or subgroup of
         the Board of Directors, independent legal counsel, or its stockholders)
         that Indemnitee has not met such applicable standard of conduct, shall
         create a presumption that Indemnitee has or has not met the applicable
         standard of conduct. In addition, to the fullest extent permitted by
         law and prior to a final adjudication by court order or judgment from
         which no further right of appeal exists as to Indemnitee's right to
         indemnification, Indemnitee shall have the right to receive
         advancement, on the same terms and subject to the same obligation to
         repay as the advancement of expenses pursuant to Section 3, of any
         amounts that Indemnitee pays for which Indemnitee would be entitled to
         indemnification under Section 1 hereof if Indemnitee has met the
         applicable standard of conduct (including, without limitation, the
         costs of providing any bond in connection with the appeal of any
         proceeding); provided, however, that Indemnitee shall only be entitled
         to such advancement if Indemnitee delivers an opinion of independent
         legal counsel, selected by Indemnitee and reasonably acceptable to the
         Company, that such counsel has determined, after using customary
         procedures for such opinion, that it is probable (i.e., more than a 50%
         probability) that Indemnitee has met the applicable standard of conduct
         necessary in order to receive indemnification.

                  (d) NOTICE TO INSURERS. If, at the time of the receipt of a
         notice of a claim pursuant to Section 3(b) hereof, the Company has
         director and officer liability insurance in effect, the Company shall
         give prompt notice of the commencement of such proceeding to the
         insurers in accordance with the procedures set forth in the respective
         policies. The Company shall thereafter take all necessary or desirable
         action to cause such insurers to pay, on behalf of the Indemnitee, all
         amounts payable as a result of such proceeding in accordance with the
         terms of such policies.

                  (e) SELECTION OF COUNSEL. In the event the Company shall be
         obligated under Section 3(a) hereof to pay the expenses of any
         proceeding against Indemnitee, the

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         Company, if appropriate, shall be entitled to assume the defense of
         such proceeding, with counsel approved by Indemnitee, upon the delivery
         to Indemnitee of written notice of its election so to do. After
         delivery of such notice, approval of such counsel by Indemnitee and the
         retention of such counsel by the Company, the Company will not be
         liable to Indemnitee under this Agreement for any fees of counsel
         subsequently incurred by Indemnitee with respect to the same
         proceeding, provided that (i) Indemnitee shall have the right to employ
         counsel in any such proceeding at Indemnitee's expense; and (ii) if (A)
         the employment of counsel by Indemnitee has been previously authorized
         by the Company, (B) Indemnitee shall have reasonably concluded that
         there may be a conflict of interest between the Company and Indemnitee
         in the conduct of any such defense or (C) the Company shall not, in
         fact, have employed counsel to assume the defense of such proceeding,
         then the fees and expenses of Indemnitee's counsel shall be at the
         expense of the Company.

         4.       ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

                  (a) SCOPE. Notwithstanding any other provision of this
         Agreement, the Company hereby agrees to indemnify the Indemnitee to the
         fullest extent permitted by law, notwithstanding that such
         indemnification is not specifically authorized by the other provisions
         of this Agreement, the Company's Certificate of Incorporation, the
         Company's Bylaws or by statute. In the event of any change, after the
         date of this Agreement, in any applicable law, statute, or rule which
         expands the right of a Delaware corporation to indemnify a member of
         its board of directors or an officer, such changes shall be deemed to
         be within the purview of Indemnitee's rights and the Company's
         obligations under this Agreement. In the event of any change in any
         applicable law, statute or rule which narrows the right of a Delaware
         corporation to indemnify a member of its board of directors or an
         officer, such changes, to the extent not otherwise required by such
         law, statute or rule to be applied to this Agreement shall have no
         effect on this Agreement or the parties' rights and obligations
         hereunder.

                  (b) NONEXCLUSIVITY. The indemnification provided by this
         Agreement shall not be deemed exclusive of any rights to which
         Indemnitee may be entitled under the Company's Certificate of
         Incorporation, its Bylaws, any agreement, any vote of stockholders or
         disinterested members of the Company's Board of Directors, the General
         Corporation Law of the State of Delaware, or otherwise, both as to
         action in Indemnitee's official capacity and as to action in another
         capacity while holding such office. The indemnification provided under
         this Agreement shall continue as to Indemnitee for any action taken or
         not taken while serving in an indemnified capacity even though he or
         she may have ceased to serve in any such capacity at the time of any
         action, suit or other covered proceeding.

         5. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the expenses, judgments, fines or penalties actually or reasonably
incurred in the investigation, defense, appeal or settlement of any civil or
criminal action, suit or proceeding, but not, however, for the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for the portion of
such expenses, judgments, fines or penalties to which Indemnitee is entitled.

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         6. MUTUAL ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge
that in certain instances, Federal law or public policy may override applicable
state law and prohibit the Company from indemnifying its directors and officers
under this Agreement or otherwise. For example, the Company and Indemnitee
acknowledge that the Securities and Exchange Commission (the "SEC") has taken
the position that indemnification is not permissible for liabilities arising
under certain federal securities laws, and federal legislation prohibits
indemnification for certain ERISA violations. Indemnitee understands and
acknowledges that the Company has undertaken or may be required in the future to
undertake with the SEC to submit the question of indemnification to a court in
certain circumstances for a determination of the Company's right under public
policy to indemnify Indemnitee.

         7. OFFICER AND DIRECTOR LIABILITY INSURANCE. The Company shall, from
time to time, make the good faith determination whether or not it is practicable
for the Company to obtain and maintain a policy or policies of insurance with
reputable insurance companies providing the officers and directors of the
Company with coverage for losses from wrongful acts, or to ensure the Company's
performance of its indemnification obligations under this Agreement. Among other
considerations, the Company will weigh the costs of obtaining such insurance
coverage against the protection afforded by such coverage. In all policies of
director and officer liability insurance, Indemnitee shall be named as an
insured in such a manner as to provide Indemnitee the same rights and benefits
as are accorded to the most favorably insured of the Company's directors, if
Indemnitee is a director; or of the Company's officers, if Indemnitee is not a
director of the Company but is an officer; or of the Company's key employees, if
Indemnitee is not an officer or director but is a key employee. Notwithstanding
the foregoing, the Company shall have no obligation to obtain or maintain such
insurance if the Company determines in good faith that such insurance is not
reasonably available, if the premium costs for such insurance are
disproportionate to the amount of coverage provided, if the coverage provided by
such insurance is limited by exclusions so as to provide an insufficient
benefit, or if Indemnitee is covered by similar insurance maintained by a parent
or subsidiary of the Company.

         8. SEVERABILITY. Nothing in this Agreement is intended to require or
shall be construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company's inability, pursuant to court order,
to perform its obligations under this Agreement shall not constitute a breach of
this Agreement. The provisions of this Agreement shall be severable as provided
in this Section 8. If this Agreement or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify Indemnitee to the full extent permitted by any applicable
portion of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its
terms.

         9. EXCEPTIONS. Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:

                  (a) CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance
         expenses to Indemnitee with respect to proceedings or claims initiated
         or brought voluntarily by Indemnitee and not by way of defense, except
         with respect to proceedings brought to establish or enforce a right to
         indemnification under this Agreement or any other statute or

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         law or otherwise as required under Section 145 of the Delaware General
         Corporation Law, but such indemnification or advancement of expenses
         may be provided by the Company in specific cases if the Board of
         Directors finds it to be appropriate;

                  (b) LACK OF GOOD FAITH. To indemnify Indemnitee for any
         expenses incurred by Indemnitee with respect to any proceeding
         instituted by Indemnitee to enforce or interpret this Agreement, if a
         court of competent jurisdiction determines that each of the material
         assertions made by Indemnitee in such proceeding was not made in good
         faith or was frivolous;

                  (c) INSURED CLAIMS. To indemnify Indemnitee for expenses or
         liabilities of any type whatsoever (including, but not limited to,
         judgments, fines, ERISA excise taxes or penalties, and amounts paid in
         settlement) to the extent such expenses or liabilities have been paid
         directly to Indemnitee by an insurance carrier under a policy of
         officers' and directors' liability insurance maintained by the Company;
         or

                  (d) CLAIMS UNDER SECTION 16(B). To indemnify Indemnitee for
         expenses or the payment of profits arising from the purchase and sale
         by Indemnitee of securities in violation of Section 16(b) of the
         Securities Exchange Act of 1934, as amended, or any similar successor
         statute.

         10.      CONSTRUCTION OF CERTAIN PHRASES.

                  (a) For purposes of this Agreement, references to the
         "Company" shall include, in addition to the resulting corporation, any
         constituent corporation (including any constituent of a constituent)
         absorbed in a consolidation or merger which, if its separate existence
         had continued, would have had power and authority to indemnify its
         directors, officers, and employees or agents, so that if Indemnitee is
         or was a director, officer, employee or agent of such constituent
         corporation, or is or was serving at the request of such constituent
         corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise,
         Indemnitee shall stand in the same position under the provisions of
         this Agreement with respect to the resulting or surviving corporation
         as Indemnitee would have with respect to such constituent corporation
         if its separate existence had continued.

                  (b) For purposes of this Agreement, references to "other
         enterprises" shall include employee benefit plans; references to
         "fines" shall include any excise taxes assessed on Indemnitee with
         respect to an employee benefit plan; and references to "serving at the
         request of the Company" shall include any service as a director,
         officer, employee or agent of the Company which imposes duties on, or
         involves services by, such director, officer, employee or agent with
         respect to an employee benefit plan, its participants, or
         beneficiaries; and if Indemnitee acted in good faith and in a manner
         Indemnitee reasonably believed to be in the interest of the
         participants and beneficiaries of an employee benefit plan, Indemnitee
         shall be deemed to have acted in a manner "not opposed to the best
         interests of the Company" as referred to in this Agreement.

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         11. ATTORNEYS' FEES. In the event that any action is instituted by
Indemnitee under this Agreement to enforce or interpret any of the terms hereof,
Indemnitee shall be entitled to be paid all court costs and expenses, including
reasonable attorneys' fees, incurred by Indemnitee with respect to such action,
unless as a part of such action, the court of competent jurisdiction determines
that each of the material assertions made by Indemnitee as a basis for such
action were not made in good faith or were frivolous. In the event of an action
instituted by or in the name of the Company under this Agreement or to enforce
or interpret any of the terms of this Agreement, Indemnitee shall be entitled to
be paid all court costs and expenses, including attorneys' fees, incurred by
Indemnitee in defense of such action (including with respect to Indemnitee's
counterclaims and cross-claims made in such action), unless as a part of such
action the court determines that each of Indemnitee's material defenses to such
action were made in bad faith or were frivolous.

         12.      MISCELLANEOUS.

                  (a) GOVERNING LAW. This Agreement and all acts and
         transactions pursuant hereto and the rights and obligations of the
         parties hereto shall be governed, construed and interpreted in
         accordance with the laws of the State of Delaware, without giving
         effect to principles of conflict of law.

                  (b) ENTIRE AGREEMENT; ENFORCEMENT OF RIGHTS. This Agreement
         sets forth the entire agreement and understanding of the parties
         relating to the subject matter herein and merges all prior discussions
         between them. No modification of or amendment to this Agreement, nor
         any waiver of any rights under this Agreement, shall be effective
         unless in writing signed by the parties to this Agreement. The failure
         by either party to enforce any rights under this Agreement shall not be
         construed as a waiver of any rights of such party.

                  (c) CONSTRUCTION. This Agreement is the result of negotiations
         between and has been reviewed by each of the parties hereto and their
         respective counsel, if any; accordingly, this Agreement shall be deemed
         to be the product of all of the parties hereto, and no ambiguity shall
         be construed in favor of or against any one of the parties hereto.

                  (d) NOTICES. Any notice, demand or request required or
         permitted to be given under this Agreement shall be in writing and
         shall be deemed sufficient when delivered personally or sent by
         telegram or forty-eight (48) hours after being deposited in the U.S.
         mail, as certified or registered mail, with postage prepaid, and
         addressed to the party to be notified at such party's address as set
         forth below or as subsequently modified by written notice.

                  (e) COUNTERPARTS. This Agreement may be executed in two or
         more counterparts, each of which shall be deemed an original and all of
         which together shall constitute one instrument.

                  (f) SUCCESSORS AND ASSIGNS. This Agreement shall be binding
         upon the Company and its successors and assigns, and inure to the
         benefit of Indemnitee and Indemnitee's heirs, legal representatives and
         assigns.

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                  (g) SUBROGATION. In the event of payment under this Agreement,
         the Company shall be subrogated to the extent of such payment to all of
         the rights of recovery of Indemnitee, who shall execute all documents
         required and shall do all acts that may be necessary to secure such
         rights and to enable the Company to effectively bring suit to enforce
         such rights.



                            [Signature Page Follows]

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         The parties hereto have executed this Agreement as of the day and year
set forth on the first page of this Agreement.

                                            OIL STATES INTERNATIONAL, INC.


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

                                            Address: Three Allen Center
                                                     333 Clay Street, Suite 3460
                                                     Houston, Texas 77002



AGREED TO AND ACCEPTED:

Indemnitee: ________________________


____________________________________
           (Signature)


Address:

____________________________________

____________________________________

____________________________________

____________________________________

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