FORM OF EMPLOYMENT AGREEMENT - C MARK PEARSON
 
                                                                   
 
                              EMPLOYMENT AGREEMENT
 
         EMPLOYMENT AGREEMENT (the "Agreement"), made as of this ____ day of
January, 2001, by and between C. Mark Pearson, residing at
____________________________ (the "Executive"), and Carbo Ceramics Inc., a
Delaware corporation (the "Company").
 
                                   WITNESSETH
 
         WHEREAS, the Company wishes to employ the Executive as President and
Chief Executive Officer of the Company and the Executive wishes to serve the
Company in such capacity.
 
         NOW, THEREFORE, in consideration of the conditions and covenants set
forth herein, it is agreed as follows:
 
         1. Employment, Duties and Agreements.
 
         (a) The Company hereby employs the Executive, and the Executive hereby
agrees to be employed by the Company during the Term, as the Company's President
and Chief Executive Officer on the terms and conditions set forth herein. "Term"
shall mean the period commencing on April 10, 2001 (the "Effective Date") and
ending on December 31, 2002 (the "Scheduled Termination Date"); provided, that
the Term may be terminated prior to the Scheduled Termination Date in accordance
with Section 3 hereof. Upon the expiration of the Term on the Scheduled
Termination Date, the Executive's employment with the Company shall be at will.
 
         (b) The Executive shall have such responsibilities and duties as the
Board of Directors of the Company (the "Board") may from time to time reasonably
determine consistent with the Executive's position as President and Chief
Executive Officer of the Company. In rendering his services hereunder, the
Executive shall be subject to, and shall act in accordance with, all reasonable
instructions and directions of the Board and all applicable policies and rules
thereof. The Executive shall devote the Executive's full working time to the
performance of the Executive's responsibilities and duties hereunder. During the
Term, the Executive will not, without the prior written consent of the Board,
render services, whether or not compensated, to any other person or entity as an
employee, independent contractor, director or otherwise (other than as a
director of Pinnacle Technologies Inc. and as an adjunct professor at the
Colorado School of Mines); provided, however, that nothing herein shall restrict
the Executive from rendering services to not-for-profit organizations,
including, without limitation, any country club of which he is a member, or
managing the Executive's personal investments during the Executive's non-working
time.
 
         (c) During the Term, the Executive will not engage in any other
business affiliation with respect to any entity, including, without limitation,
the establishment of a proprietorship or the participation in a partnership or
joint venture, or acquire any equity interest in any entity (other than the
Company) if (i) such engagement or ownership would interfere with the full-time
performance of his responsibilities and duties hereunder or (ii) such entity is
 
 
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engaged in the business of production, supply or distribution of proppants used
in the hydraulic fracturing of natural gas and oil wells. The Executive
represents and warrants that, as of the Effective Date, the Executive will not
be engaged in any such business affiliation and will not own any such equity
interests.
 
         2. Compensation. During the Term, the Executive shall be entitled to
the following compensation.
 
         (a) The Company shall pay the Executive a base salary at the rate of
$200,000 per annum, payable in accordance with the Company's normal payroll
practices ("Base Salary"). The Board shall have the right to review the
Executive's performance and compensation from time to time and may, in its sole
discretion, increase his Base Salary based on such factors as the Board deems
appropriate.
 
         (b) The Executive will be paid an incentive bonus with respect to each
fiscal year during the Term equal to the sum of (i) 0.5% of the Company's
earnings before interest income and expense and taxes for such fiscal year
("EBIT") up to $20,000,000, plus (ii) 1.0% of EBIT in excess of $20,000,000
("Incentive Bonus"). The amount to be paid under this Section 2(b) with respect
to fiscal year 2001 shall be equal to the Incentive Bonus for such fiscal year
(calculated in accordance with the preceding sentence) multiplied by 266/365.
Any such Incentive Bonus shall be paid to the Executive as soon as practicable
and in any event within thirty (30) days after the completion of the audited
financial statements and determination of EBIT for such fiscal year.
 
         (c) The Executive shall be entitled to four (4) weeks of paid vacation
during each calendar year of the Term in accordance with the Company's standard
vacation policy and practices; provided, that with respect to calendar year
2001, the Executive shall be entitled hereunder to paid vacation of four (4)
weeks minus the number of vacation days which he has taken during the period
commencing on January 1, 2001 and ending on the Effective Date. The Executive
shall take vacations only at such times as are consistent with reasonable
business needs of the Company.
 
         (d) The Company shall reimburse the Executive for all reasonable,
ordinary and necessary expenses incurred by the Executive in the performance of
the Executive's duties hereunder, provided that the Executive accounts to the
Company for such expenses in a manner reasonably prescribed by the Company.
 
         (e) The Executive shall be entitled to such benefits and perquisites as
are generally made available to senior executive officers of the Company,
provided that the Executive shall not be eligible to participate in the
Company's Incentive Compensation Plan.
 
         3. Early Termination of the Term. The Term shall terminate prior to the
Scheduled Termination Date upon the occurrence of any of the following events.
 
         (a) The Term and the Executive's employment hereunder shall terminate
upon written notice to the Executive by the Company specifying Disability as the
basis for such termination. In respect of such termination, the Company shall
pay to the Executive (i) within thirty (30) days after such termination, the
Executive's earned but unpaid Base Salary, earned but
 
 
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unused vacation (determined in accordance with the Company's standard vacation
policy and practices) and reimbursement for expenses incurred (in accordance
with Section 2(d) hereof), all as of the date of such termination, and (ii) as
soon as practicable and in any event within thirty (30) days after the
completion of the audited financial statements and determination of EBIT for the
fiscal year in which such termination takes place, an amount equal to the
Incentive Bonus for such fiscal year (calculated in accordance with the first
sentence of Section 2(b)) multiplied by a fraction, the numerator of which is
the number of days in the period commencing on January 1 of the year in which
such termination takes place and ending on the date of such termination
(inclusive) and the denominator of which is 365. The Executive shall not be
entitled to any further compensation or payments hereunder. "Disability" shall
mean a physical or mental impairment of the Executive that (A) qualifies the
Executive for (x) disability benefits under any long-term disability plan
maintained by the Company or (y) Social Security disability benefits or (B) has
prevented or, at the date of determination, will reasonably be likely to
prevent, the Executive from performing the essential functions of his position
for a period of six (6) consecutive months. The existence of a Disability shall
be determined by the Board in its absolute discretion. The Executive agrees to
submit to medical examinations by a licensed medical doctor selected by the
Board to determine whether a Disability exists, as the Board may request from
time to time.
 
         (b) The Company may terminate the Term and the Executive's employment
hereunder for Cause. Termination for Cause shall be effective upon written
notice to the Executive by the Company specifying that such termination is for
Cause. In respect of such termination, the Company shall pay to the Executive,
within thirty (30) days after such termination, the Executive's earned but
unpaid Base Salary, earned but unused vacation (determined in accordance with
the Company's standard vacation policy and practices) and reimbursement for
expenses incurred (in accordance with Section 2(d) hereof), all as of the date
of such termination. The Executive shall not be entitled to any further
compensation or payments hereunder. "Cause" shall mean: (i) any material
violation by the Executive of this Agreement; (ii) any failure by the Executive
substantially to perform his duties hereunder; (iii) any act or omission
involving dishonesty, fraud, willful misconduct or gross negligence on the part
of the Executive that is or may be materially injurious to the Company; and (iv)
any felony or other crime involving moral turpitude committed by the Executive.
If the basis for terminating the Executive's employment for Cause is the result
of a violation or failure described in clause (i) or (ii) of the foregoing
definition of "Cause" and the majority of the Board (excluding the Executive, if
he is a member of the Board) reasonably determines that such violation or
failure is capable of being remedied, the Board shall give the Executive thirty
(30) days' prior written notice of the Company's intent to terminate the
Executive's employment for Cause, which notice shall set forth the violation or
failure forming the basis for the determination to terminate the Executive's
employment for Cause. The Executive shall have the right to remedy such
violation or failure within a reasonable period of time (as determined by the
Board), provided that the Executive begins to take appropriate steps to remedy
such violation or failure within ten (10) days of the date of such written
notice and diligently prosecutes such efforts thereafter. The Term and the
Executive's employment hereunder may not be terminated for Cause unless a
majority of the Board (excluding the Executive, if he is a member of the Board)
finds in good faith that termination for Cause is justified and, if the basis
for terminating the Executive's employment for Cause arises as a result of a
violation or failure described in clause (i) or (ii) of the definition of
"Cause", that the violation or failure has not been remedied within
 
 
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the period of time designated by the Board or that there is no reasonable
prospect that the Executive will remedy the violation or failure forming the
basis for terminating his employment for Cause.
 
         (c) The Term and the Executive's employment hereunder shall terminate
upon the death of the Executive. In respect of such termination, the Company
shall pay to the Executive's estate or any beneficiary previously designated by
the Executive in writing (a "Designated Beneficiary") (i) within thirty (30)
days after such termination, the Executive's earned but unpaid Base Salary,
earned but unused vacation (determined in accordance with the Company's standard
vacation policy and practices) and reimbursement for expenses incurred (in
accordance with Section 2(d) hereof), all as of the date of such termination,
and (ii) as soon as practicable and in any event within thirty (30) days after
the completion of the audited financial statements and determination of EBIT for
the fiscal year in which such termination takes place, an amount equal to the
Incentive Bonus for such fiscal year (calculated in accordance with the first
sentence of Section 2(b)) multiplied by a fraction, the numerator of which is
the number of days in the period commencing on January 1 of the year in which
such termination takes place and ending on the date of such termination
(inclusive) and the denominator of which is 365. The Executive, his estate and
his Designated Beneficiary shall not be entitled to any further compensation or
payments hereunder.
 
         (d) The Company may terminate the Term and the Executive's employment
hereunder at any time without Cause. Such termination without Cause shall be
effective upon written notice to the Executive from the Company of such
termination. In respect of such termination, the Company shall pay to the
Executive (i) within thirty (30) days after such termination, the Executive's
earned but unpaid Base Salary, earned but unused vacation (determined in
accordance with the Company's standard vacation policy and practices) and
reimbursement for expenses incurred (in accordance with Section 2(d) hereof),
all as of the date of such termination, and (ii) as soon as practicable and in
any event within thirty (30) days after the completion of the audited financial
statements and determination of EBIT for the fiscal year in which such
termination takes place, an amount equal to the Incentive Bonus for such fiscal
year (calculated in accordance with the first sentence of Section 2(b))
multiplied by a fraction, the numerator of which is the number of days in the
period commencing on January 1 of the year in which such termination takes place
and ending on the date of such termination (inclusive) and the denominator of
which is 365. In addition, the Company shall continue to pay to the Executive
(or to the Executive's estate or Designated Beneficiary, if the Executive should
die during such two-year period) the Executive's Base Salary (at the level in
effect immediately preceding such termination) for two years following the date
of such termination of employment without Cause in accordance with the Company's
normal payroll practices. The Executive (or his estate or Designated
Beneficiary) shall not be entitled to any further compensation or payments
hereunder. No salary continuation payments made pursuant to this Section 3(d)
will constitute compensation for any purpose under any retirement plan or other
employee benefit plan, program, arrangement or agreement of the Company, and no
period during which such payments are made to the Executive pursuant to this
Section 3(d) shall constitute a period of employment with the Company for any
such purposes. In respect of such termination, all outstanding stock options
granted to the Executive by the Company pursuant to the Carbo Ceramics Inc. 1996
Stock Option Plan for Key Employees (the "Option Plan"), whether or not they
were exercisable at the time of such termination of employment without Cause,
shall become fully and
 
 
 
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immediately exercisable and shall remain exercisable until the expiration of
thirty (30) days after such termination, on which date they shall expire;
provided, however, that no such stock option shall be exercisable after the
expiration of ten (10) years after the date such stock option was granted to the
Executive.
 
         (e) During the one-year period following a Change in Control of the
Company, the Company may terminate the Term and the Executive's employment
hereunder without Cause or the Executive may voluntarily terminate the Term and
his employment hereunder for Good Reason. Such termination shall be effective
upon written notice to the Executive from the Company or from the Executive to
the Company, as applicable, of such termination. In respect of such termination,
in lieu of all other amounts or benefits to which the Executive would be
entitled pursuant to any other provisions of Section 3 of this Agreement, the
Company shall pay to the Executive, within thirty (30) days after such
termination (i) the Executive's earned but unpaid Base Salary, earned but unused
vacation (determined in accordance with the Company's standard vacation policy
and practices) and reimbursement for expenses incurred (in accordance with
Section 2(d) hereof), all as of the date of such termination, (ii) an amount
equal to the Incentive Bonus with respect to the fiscal year immediately
preceding the fiscal year in which such termination takes place (calculated in
accordance with the first sentence of Section 2(b)) multiplied by a fraction,
the numerator of which is the number of days in the period commencing on January
1 of the year in which such termination takes place and ending on the date of
such termination (inclusive) and the denominator of which is 365 and (iii) an
amount equal to two times the Executive's Base Salary (at the rate in effect as
of the date of such termination). In respect of such termination, all
outstanding stock options granted to the Executive by the Company pursuant to
the Option Plan, whether or not they were exercisable at the time of such
termination of employment, shall become fully and immediately exercisable and
shall remain exercisable until the expiration of thirty (30) days after such
termination, on which date they shall expire; provided, however, that no such
stock option shall be exercisable after the expiration of ten (10) years after
the date such stock option was granted to the Executive.
 
         (f) For purposes of Section 3(e) hereof:
 
                  (1) "Change in Control" shall mean (i) the occurrence of a
         change in control of the Company of a nature that would be required to
         be reported or is reported in response to Item 1 of the current report
         on Form 8-K, as in effect on the Effective Date, pursuant to Sections
         13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"); or (ii) any "Person" (as such term is used in Sections
         13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial
         owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
         indirectly, of securities of the Company representing 30% or more of
         the combined voting power of the Company's outstanding securities
         (other than any Person who was a "beneficial owner" of securities of
         the Company representing 30% or more of the combined voting power of
         the Company's outstanding securities prior to the Effective Date); or
         (iii) individuals who constitute the Board on the Effective Date (the
         "Incumbent Board") cease for any reason to constitute at least a
         majority of the members of the Board, provided that any person becoming
         a director subsequent to the Effective Date whose appointment to fill a
         vacancy or to fill a new Board position was approved by a
 
 
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         vote of at least three-quarters of the directors comprising the
         Incumbent Board, or whose nomination for election by the Company's
         shareholders was approved by the same nominating committee serving
         under an Incumbent Board, shall be, for purposes of this clause (iii),
         considered as though he were a member of the Incumbent Board; or (iv)
         the occurrence of any of the following of which the Incumbent Board
         does not approve (A) merger or consolidation in which the Company is
         not the surviving corporation or (B) sale of all or substantially all
         of the assets of the Company; or (v) stockholder approval pursuant to a
         proxy statement soliciting proxies from stockholders of the Company, by
         someone other than the then current management of the Company, of a
         plan of reorganization, merger or consolidation of the Company with one
         or more corporations as a result of which the outstanding shares of the
         class of securities then subject to the plan of reorganization are
         exchanged or converted into cash or property or securities not issued
         by the Company.
 
                  (2) "Good Reason" shall mean, without the Executive's express
         written consent, the occurrence of any one or more of the following:
         (i) the assignment of the Executive to duties materially inconsistent
         with the Executive's authorities, duties, responsibilities and status
         (including offices, titles, and reporting requirements) as an officer
         of the Company, or a reduction or alteration in the nature or status of
         the Executive's authorities, duties, or responsibilities from those in
         effect immediately prior to the Change in Control, including a failure
         to reelect the Executive to, or a removal of him from, any office of
         the Company that the Executive held immediately prior to the Change in
         Control; or (ii) the Company's requiring the Executive to be based at a
         location more than 50 miles from Irving, Texas, except for required
         travel on the Company's business to an extent substantially consistent
         with the Executive's business obligations immediately prior to the
         Change in Control; or (iii) the Company materially breaches this
         Agreement or any other written agreement with the Executive; or (iv) a
         material reduction in the Executive's level of participation in any of
         the Company's welfare benefit, retirement or other employee benefit
         plans, policies, practices, or arrangements in which the Executive
         participates as of the date of the Change in Control.
 
         4. Restrictive Covenants.
 
         (a) The Executive agrees that all information pertaining to the prior,
current or contemplated business of the Company and its corporate affiliates,
and their officers, directors, employees, agents, shareholders and customers
(excluding (i) publicly available information (in substantially the form in
which it is publicly available) unless such information is publicly available by
reason of unauthorized disclosure by the Executive or by any person or entity of
whose intention to make such unauthorized disclosure the Executive is aware and
(ii) information of a general nature not pertaining exclusively to the Company
that generally would be acquired in similar employment with another company)
constitutes a valuable and confidential asset of the Company. Such information
includes, without limitation, information related to trade secrets, customer
lists, production techniques, and financial information of the Company. The
Executive agrees that he shall, during the Term and continuing thereafter, (A)
 
 
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hold all such information in trust and confidence for the Company and its
corporate affiliates, and (B) not use or disclose any such information to any
person, firm, corporation or other entity other than under court order or other
legal or regulatory requirement.
 
         (b) Upon expiration of the Term and continuing for a period ending two
(2) years after the Executive's employment by the Company terminates for any
reason whatsoever, the Executive agrees that the Executive will not, directly or
indirectly, own, manage, operate, control, be employed by (whether as an
employee, consultant, independent contractor or otherwise, and whether or not
for compensation) or render services to any person, firm, corporation or other
entity, in whatever form, engaged in (i) the business of supply or distribution
of proppants used in the hydraulic fracturing of natural gas and oil wells
("Proppants") other than Baker Hughes Inc., BJ Services Company, Schlumberger
Limited, Halliburton Company and OSCA, Inc. or (ii) the business of production
of Proppants.
 
         (c) During the Term and continuing for a period ending twelve (12)
months after the Executive's employment terminates for any reason whatsoever,
the Executive agrees that the Executive will not, directly or indirectly,
individually or on behalf of other persons, solicit, aid or induce (i) then
remaining employees of the Company or its corporate affiliates to leave their
employment with the Company or its corporate affiliates in order to accept
employment with or render services to or with another person, firm, corporation
or other entity, or assist or aid any other person, firm, corporation or other
entity in identifying or hiring such employees or (ii) any customer of the
Company or its corporate affiliates who was a customer of the Company or its
corporate affiliates at any time during which the Executive was actively
employed by the Company to purchase products or services then sold by the
Company or its corporate affiliates from another person, firm, corporation or
other entity, or assist or aid any other person or entity in identifying or
soliciting any such customer.
 
         (d) Prior to agreeing to, or commencing to, act as an employee,
officer, director, trustee, principal, agent or other representative of any type
of business other than as an employee of the Company during the period in which
the non-competition agreement, as described in Section 4(b), applies, the
Executive shall (i) disclose such agreement in writing to the Company and (ii)
disclose to the other entity with which he proposes to act in such capacity, or
to the other principal together with whom he proposes to act as a principal, the
existence of this Agreement, including, in particular, the non-disclosure
agreement contained in Section 4(a), the non-competition agreement contained in
Section 4(b), and the non-solicitation agreement contained in Section 4(c).
 
         (e) With respect to the restrictive covenants set forth in Sections
4(a), 4(b) and 4(c), the Executive acknowledges and agrees as follows.
 
                  (i) The specified duration of a restrictive covenant shall be
         extended by and for the term of any period during which the Executive
         is in violation of such covenant.
 
                  (ii) The restrictive covenants are in addition to any rights
         the Company may have in law or at equity.
 
 
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                  (iii) It is impossible to measure in money the damages which
         will accrue to the Company in the event that the Executive breaches any
         of the restrictive covenants. Therefore, if the Executive breaches any
         restrictive covenant, the Company and its corporate affiliates shall be
         entitled to an injunction restraining the Executive from violating such
         restrictive covenants. If the Company or any of its corporate
         affiliates shall institute any action or proceeding to enforce a
         restrictive covenant, the Executive hereby waives the claim or defense
         that the Company or any of its corporate affiliates has an adequate
         remedy at law and the Executive agrees not to assert in any such action
         or proceeding the claim or defense that the Company or any of its
         corporate affiliates has an adequate remedy at law. The foregoing shall
         not prejudice the Company's or its corporate affiliates' right to
         require the Executive to account for and pay over to the Company or its
         corporate affiliates, and the Executive hereby agrees to account for
         and pay over, the compensation, profits, monies, accruals or other
         benefits derived or received by the Executive as a result of any
         transaction constituting a breach of the restrictive covenants.
 
         (f) The restrictions in this Section 4 shall be in addition to any
restrictions imposed on the Executive by statute or at common law.
 
         5. Arbitration of Disputes.
 
         (a) Any disagreement, dispute, controversy or claim arising out of or
relating to this Agreement or the interpretation or validity hereof shall be
settled exclusively and finally by arbitration. It is specifically understood
and agreed that any disagreement, dispute or controversy which cannot be
resolved between the parties, including without limitation any matter relating
to interpretation of this Agreement, may be submitted to arbitration
irrespective of the magnitude thereof, the amount in controversy or whether such
disagreement, dispute or controversy would otherwise be considered justiciable
or ripe for resolution by a court or arbitral tribunal. Notwithstanding this
Section 5, the Company shall be entitled to institute a court action or
proceeding for injunctive relief as provided in Section 4 of this Agreement.
 
         (b) The arbitration shall be conducted in accordance with the
Commercial Arbitration Rules (the "Arbitration Rules") of the American
Arbitration Association ("AAA").
 
         (c) The arbitral tribunal shall consist of one arbitrator. The parties
to the arbitration jointly shall directly appoint such arbitrator within thirty
(30) days of initiation of the arbitration. If the parties shall fail to appoint
such arbitrator as provided above, such arbitrator shall be appointed by the AAA
as provided in the Arbitration Rules and shall be a person who (i) maintains his
principal place of business within thirty (30) miles of the City of Irving,
Texas and (ii) has substantial experience in executive compensation. The parties
shall each pay an equal portion of the fees, if any, and expenses of such
arbitrator.
 
         (d) The arbitration shall be conducted within thirty (30) miles of the
City of Irving, Texas or in such other city in the United States of America as
the parties to the dispute may designate by mutual written consent.
 
 
 
 
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         (e) At any oral hearing of evidence in connection with the arbitration,
each party thereto or its legal counsel shall have the right to examine its
witnesses and to cross-examine the witnesses of any opposing party. No evidence
of any witness shall be presented unless the opposing party or parties shall
have the opportunity to cross-examine such witness, except as the parties to the
dispute otherwise agree in writing or except under extraordinary circumstances
where the interests of justice require a different procedure.
 
         (f) Any decision or award of the arbitral tribunal shall be final and
binding upon the parties to the arbitration proceeding. The parties hereto
hereby waive to the extent permitted by law any rights to appeal or to seek
review of such award by any court or tribunal.
 
         (g) Nothing herein contained shall be deemed to give the arbitral
tribunal any authority, power, or right to alter, change, amend, modify, add to
or subtract from any of the provisions of this Agreement.
 
         (h) Notwithstanding anything to the contrary in this Agreement, the
arbitration provisions set forth in this Section 5 shall be governed exclusively
by the Federal Arbitration Act, Title 9, United States Code.
 
         6. Miscellaneous.
 
         (a) Each provision hereof is severable from this Agreement, and if one
or more provisions hereof are declared invalid the remaining provisions shall
nevertheless remain in full force and effect. If any provision of this Agreement
is so broad, in scope or duration or otherwise, as to be unenforceable, such
provision shall be interpreted to be only so broad as is enforceable.
 
         (b) Any notice to be given hereunder shall be given in writing. Notice
shall be deemed to be given when delivered by hand to the party to whom notice
is being given, or ten (10) days after being mailed, postage prepaid, registered
with return receipt requested, or sent by facsimile transmission with a
confirmation by registered or certified mail, postage prepaid. Notices to the
Executive should be addressed to the Executive as follows:
 
         C. Mark Pearson
         c/o Carbo Ceramics Inc.
         6565 MacArthur Boulevard, Suite 1050
         Irving, Texas  75039
 
Notices to the Company should be sent as follows:
 
         Carbo Ceramics Inc.
         6565 MacArthur Boulevard, Suite 1050
         Irving, Texas  75039
         Attn: Secretary
 
 
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with copies sent to:
 
         Cleary Gottlieb, Steen & Hamilton
         One Liberty Plaza
         New York, NY 10006
         Attn:  Stephen H. Shalen, Esq.
 
         Either party may change the address or person to whom notices should be
sent to by notifying the other party in accordance with this Section 6(b).
 
         (c) The failure to enforce at any time any of the provisions of this
Agreement or to require at any time performance by the other party of any of the
provisions hereof shall in no way be construed to be a waiver of such provisions
or to affect the validity of this Agreement, or any part hereof, or the right of
either party thereafter to enforce each and every such provision in accordance
with the terms of this Agreement.
 
         (d) This Agreement contains the entire agreement between the parties
with respect to the employment of the Executive by the Company after the
Effective Date and supersedes any and all prior understandings, agreements or
correspondence between the parties regarding such employment. It may not be
amended or extended in any respect except by a writing signed by both parties
hereto.
 
         (e) The parties hereto acknowledge and agree that each party has
reviewed and negotiated the terms and provisions of this Agreement and has
contributed to its preparation (with advice of counsel, if desired).
Accordingly, the rule of construction to the effect that ambiguities are
resolved against the drafting party shall not be employed in the interpretation
of this Agreement. Rather, the terms of this Agreement shall be construed fairly
as to both parties hereto and not in favor of or against either party,
regardless of which party generally was responsible for the preparation of this
Agreement.
 
         (f) This Agreement shall be governed by, and interpreted in accordance
with, the laws of Texas, without reference to its principles of conflict of
laws.
 
         (g) This Agreement shall not be assignable by either party hereto
without the written consent of the other, provided, however, that the Company
may, without the written consent of the Executive, assign this Agreement to (i)
any entity with which the Company is merged or consolidated or to which the
Company transfers substantially all of its assets or (ii) any entity
controlling, under common control with or controlled by the Company.
 
         (h) This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.
 
         (i) The headings in this Agreement are inserted for convenience of
reference only and shall not be a part of or control or affect the meaning of
any provision hereof.
 
 
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         IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by its duly authorized representative and the Executive has hereunto set his
hand as of the day and year first above written.
 
                                            CARBO CERAMICS INC.
 
 
 
                                            By:
                                                -------------------------------
 
 
                                            -----------------------------------

                                            C. Mark Pearson