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                  CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                 RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK

        Pursuant to authority conferred upon the Board of Directors of First
Seismic Corporation, a Delaware Corporation (the "Corporation") by its
Certificate of Incorporation, such Board of Directors duly adopted a resolution
on November 17, 1999 providing for the issuance of a series of 185,000 shares of
the Corporation's Preferred Stock, $1.00 par value ($10.00 liquidation value)
per share, to be designated "Series B Preferred Stock", and fixing the voting
powers, preferences and relative, participating, optional or other rights, and
the qualifications, limitations or restrictions thereof The following is a
Certificate of Designation, Preferences, Rights and Limitations to reflect such
resolution:

                There shall be established and authorized for issuance a series
        of the Corporation's Preferred Stock, $1.00 par value per share,
        designated "Series B Preferred Stock" (herein referred to as "Series B
        Preferred Stock"), consisting of 185,000 shares, each with the par value
        of $1.00 (liquidation value of $10.00) per share, and having the voting
        powers, preferences and relative, participating, optional and other
        rights, and the qualifications, limitations or restrictions set forth
        below:

1.      CERTAIN DEFINITIONS.

        Unless the context otherwise requires, the terms defined in this
paragraph 1 shall have, for all purposes of this resolution, the meanings herein
specified.

        CHANGE OF CONTROL. The term "Change of Control" shall mean the first to
occur of the following: (i) the acquisition by any Person of the power, directly
or indirectly, to vote or direct the voting of securities having more than fifty
percent (50%) of the ordinary voting power for the election of directors of the
Corporation or (ii) the acquisition by any Person of capital stock of the
Corporation that would entitle such Person upon the liquidation of the
Corporation to a majority of the proceeds attributable to the holders of the
Corporation's capital stock assuming all shares that are convertible or
exchangeable for Common Stock or other capital stock were so converted or
exchanged immediately prior to such liquidation.

        COMMON STOCK. The term "Common Stock" shall mean the common stock of the
Corporation, par value $0.01.

        EXCLUDED STOCK. The term "Excluded Stock" shall mean shares of Common
Stock issued by the Corporation as a stock dividend payable in shares of Common
Stock, or upon any subdivision or split-up of the outstanding shares of Capital
Stock in each case which is subject to Section 5(c)(i), or upon conversion of
shares of the Corporation's Preferred Stock and (ii) shares of Common Stock to
be issued to employees, directors, consultants and advisors of the Corporation.

        ISSUE DATE. The term "Issue Date" shall mean the date upon which shares
of Series B Preferred Stock are issued.


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        JUNIOR STOCK. The term "Junior Stock" shall mean any other class or
series of stock of the Corporation (i) not entitled to receive any dividends
unless all dividends required to have been paid or declared and set apart for
payment on the Series B Preferred Stock shall have been so paid or declared and
set apart for payment, (ii) not entitled to receive any assets upon the
liquidation, dissolution or winding up of the affairs of the Corporation until
the Series B Preferred Stock shall have received the entire amount to which such
stock is entitled upon such liquidation, dissolution or winding up, or (iii) not
entitled to redemption until the Series B Preferred Stock shall have been
redeemed in full. Junior Stock shall include Common Stock.

        LIQUIDATION PREFERENCE. The term "Liquidation Preference" shall mean
$10.00 per share.

        PARITY STOCK. The term "Parity Stock" shall mean any other class or
series of stock of the Corporation entitled to (a) redemption (b) receive
payment of dividends or (c) receive assets upon the liquidation, dissolution
or winding up the affairs of the Corporation, on a parity with the Series B
Preferred Stock. Parity Stock shall include Series A Preferred Stock of the
Corporation.

        PERSON. The term "Person" shall mean any natural person, corporation,
limited partnership, general partnership, joint stock company, joint venture,
association, company, trust, bank trust company, land trust, business trust, or
other organization, whether or not a legal entity, and any government or agency
or political subdivision thereof.

        QUALIFIED PUBLIC OFFERING. The term "Qualified Public Offering" shall
mean the first closing after the date of issuance of the Series A Preferred
Stock and following the relisting of the Common Stock on the Nasdaq National
Market or other national exchange of an underwritten public offering pursuant
to an effective registration statement under the Securities Act of 1933, as
amended, covering the offer and sale of Common Stock for the account of the
Corporation to the public generally, for which the net proceeds to the
Corporation are not less than $10 million, and pursuant to which such Common
Stock is authorized and approved for listing on the Nasdaq National Market or
such other national exchange.

        REDEMPTION PRICE. The term "Redemption Price" shall mean the per
share price to be paid upon redemption of the Series B Preferred Stock, which
shall equal the Liquidation Preference, plus accrued and unpaid dividends
(including any accrued but unpaid dividends thereon) to and including the
Redemption Date.

        RESTRICTED PAYMENT. The term "Restricted Payment" shall mean (i) any
dividend or other distribution on any shares of Junior Stock (other than
dividends or distributions payable solely in shares of such Junior Stock), or
(ii) any payment on account of the purchase, redemption, retirement or
acquisition of (a) any shares of Junior Stock or (b) any option, warrant,
convertible or exchangeable security or other right to acquire shares of Junior
Stock.

        SENIOR STOCK. The term "Senior Stock" shall mean any other class or
series of stock of the Corporation ranking senior to the Series B Preferred
Stock in respect of the right to (a) redemption, (b) receive payment of
dividends or (c) receive assets upon liquidation, dissolution or winding up of
the affairs of the Corporation.

        SUBSIDIARY. The term "Subsidiary" shall mean any corporation of which
shares of stock possessing at least a majority of the general voting power in
electing the board of directors are, at the time as of which


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any determination is being made, owned by the Corporation, whether directly
or indirectly through one or more Subsidiaries.

2.      DIVIDENDS.

        The holders of Series B Preferred Stock shall be entitled to receive
dividends only if, and to the extent, declared by the Board of Directors in its
sole discretion.

3.      DISTRIBUTIONS UPON LIQUIDATION, DISSOLUTION OR WINDING UP.

        In the event of any voluntary or involuntary liquidation, dissolution or
other winding up of the affairs of the Corporation, before any distribution or
payment shall be made to the holders of Common Stock or to holders of any Junior
Stock, the holders of the Series B Preferred Stock shall be entitled to be paid
the Liquidation Preference on all outstanding shares of the Series B Preferred
Stock as of the date of such liquidation or dissolution or such other winding
up, plus any accrued but unpaid dividends (including any accrued but unpaid
dividends thereon), if any, to such date, and no more. If, upon any such
liquidation, dissolution or other winding up of the affairs of the Corporation,
the net assets of the Corporation distributable among the holders of all
outstanding shares of the Series B Preferred Stock and of any Parity Stock shall
be insufficient to permit the payment in full to such holders of the
preferential amounts to which they are entitled, then the entire net assets of
the Corporation shall be distributed among the holders of the Series B Preferred
Stock and the holders of any Parity Stock ratably in proportion to the full
amounts to which they would otherwise be respectively entitled. Neither the
consolidation or merger of the Corporation into or with another corporation or
corporations, nor the sale of all or substantially all of the assets of the
Corporation to another corporation or corporations shall be deemed a
liquidation, dissolution or winding up of the affairs of the Corporation within
the meaning of this Paragraph 3.

4.      REDEMPTION BY THE CORPORATION.

        (a) On or after the Issue Date, the Corporation may, at its option,
redeem in cash at any time in whole or in part the Series B Preferred Stock at
the Redemption Price per share or such lesser amount as the Corporation and 100%
of the Holders of shares of Series B Preferred Stock shall agree. If the
Corporation exercises its option to redeem any or all shares of Series B
Preferred Stock prior to three (3) years from the Issue Date, the Redemption
Price shall include an amount equal to dividends of 6% per annum for each share
of Series B Preferred Stock to be redeemed, which dividends shall be deemed to
accrue and accumulate from the Issue Date to the Redemption Date.

        (b) Notice of redemption of the Series B Preferred Stock shall be sent
by or on behalf of the Corporation, by first class mail, postage prepaid, to the
holders of record of the outstanding shares of Series B Preferred Stock at their
respective addresses as they shall appear on the records of the Corporation, not
less than thirty (30) days nor more than sixty (60) days prior to the date fixed
for redemption (the "Redemption Date") (i) notifying such holders of the
election of the Corporation to redeem such shares and of the date of redemption,
(ii) stating the date on which the shares cease to be convertible, and the
Conversion Price (as defined herein) and (iii) the place or places at which the
shares called for redemption shall, upon presentation and surrender of the
certificates evidencing such shares, be redeemed, and the Redemption Price
therefor.

                                      -3-


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        (c) If notice of redemption shall have been given as herein provided
each holder of shares called for redemption shall be entitled to all
preferences, relative and other rights accorded by this resolution until and
including the Redemption Date.

        5. CONVERSION RIGHTS. The Series B Preferred Stock shall be convertible
into Common Stock as follows:

        (a) CONVERSION AT HOLDER'S OPTION. The holder of any shares of the
Series B Preferred Stock shall have the right at such holder's option, at any
time after the Issue Date and without the payment of any additional
consideration, to convert any or all of such shares of the Series B Preferred
Stock into fully paid and nonassessable shares of Common Stock upon the terms
hereinafter set forth.

        (b) NUMBER OF SHARES. In the event of a conversion pursuant to
subparagraph 5(a) above, each share of the Series B Preferred Stock so converted
shall be converted into 10 fully paid and nonassessable shares of Common Stock
(the "Conversion Rate") upon satisfaction of the requirements set forth in
subparagraph 5(h). Such initial Conversion Rate shall be subject to adjustment
in order to adjust the number of shares of Common Stock into which the Series B
Preferred Stock is convertible, as hereinafter provided.

        (c) CONVERSION RATE ADJUSTMENTS. The Conversion Rate shall be subject to
adjustment from time to time as follows:

                (i) STOCK DIVIDENDS, SUBDIVISIONS, ISSUANCES RECLASSIFICATIONS
        OR COMBINATIONS. If the Corporation shall (i) declare a dividend or make
        a distribution on its Common Stock in shares of its Common Stock, (ii)
        subdivide or reclassify the outstanding shares of Common Stock into a
        greater number of shares, or (iii) combine reclassify the outstanding
        Common Stock into a smaller number of shares, the Conversion Rate in
        effect at the time of the record date for such dividend or distribution
        or the effective date of such subdivision, combination or
        reclassification shall be proportionately adjusted so that the holder of
        any shares of Series B Preferred Stock surrendered for conversion after
        such date shall be entitled to receive the number of shares of Common
        Stock which he would have owned or been entitled to receive had such
        shares of the Series B Preferred Stock been converted immediately prior
        to such date. Successive adjustments in the Conversion Rate shall be
        made whenever any event specified above shall occur.

                (ii) COMMON STOCK ISSUED AT LESS THAN CONVERSION RATE. If the
        Corporation issues or sells any Common Stock other than Excluded Stock
        without consideration or for a consideration per share less than (x) the
        Conversion Rate in effect immediately prior to such issuance or sale
        divided by (y) the Liquidation Value, then the Conversion Rate in effect
        immediately prior to each such issuance or sale will immediately (except
        as provided below) be increased to the rate determined by multiplying
        the Conversion Rate in effect immediately prior to such issuance or sale
        by a fraction, (1) the numerator of which shall be the number of shares
        of Common Stock outstanding immediately after such issue or sale and (2)
        the denominator of which shall be (i) the number of shares of Common
        Stock outstanding immediately prior to such issuance or sale plus (ii)
        the number of shares of Common Stock which the aggregate consideration
        received by the Corporation for the total number of such additional
        shares of Common Stock so issued or sold would purchase at a price equal
        to (x) the Conversion Rate in effect immediately prior to such

                                      -4-

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        issuance or sale divided by (y) the Liquidation Value. For the purposes
        of any adjustment of the Conversion Rate pursuant to this Section
        5(c)(ii) the following provisions shall be applicable:

                        (A) in the case of the issuance of Common Stock for
                cash, the amount of the consideration received by the
                Corporation shall be deemed to be the amount of the cash
                proceeds received by the Corporation for such Common Stock
                before deducting therefrom any discounts or commissions allowed,
                paid or incurred by the Corporation for any underwriting or
                otherwise in connection with the issuance and sale thereof;

                        (B) in the case of the issuance of Common Stock
                (otherwise than upon the conversion of shares of Capital Stock
                or other securities of the Corporation) for a consideration in
                whole or in part other than cash, including securities acquired
                in exchange therefor (other than securities by their terms so
                exchangeable), the consideration other than cash shall be deemed
                to be the fair value thereof as reasonably determined by the
                Board, irrespective of any accounting treatment;

                        (C) in the case of the issuance of (a) options, warrants
                or other rights to purchase or acquire Common Stock (whether or
                not at the time exercisable), (b) securities by their terms
                convertible into or exchangeable for Common Stock (whether or
                not at the time so convertible or exchangeable) or options,
                warrants or rights to purchase such convertible or exchangeable
                securities (whether or not at the time exercisable):

                            (1)  the aggregate maximum number of shares of
                                 Common Stock deliverable upon exercise of
                                 such options, warrants or other rights to
                                 purchase or acquire Common Stock shall be
                                 deemed to have been issued at the time such
                                 options, warrants or rights are issued and
                                 for a consideration equal to the
                                 consideration (determined in the manner
                                 provided in Section 5(c)(ii)(A) and (B)), if
                                 any, received by the Corporation upon the
                                 issuance of such options, warrants or rights
                                 plus the minimum purchase price provided in
                                 such options, warrants or rights for the
                                 Common Stock covered thereby;

                            (2)  the aggregate maximum number of shares of
                                 Common Stock deliverable upon conversion of
                                 or in exchange for any such convertible or
                                 exchangeable securities, or upon the
                                 exercise of options, warrants or other
                                 rights to purchase or acquire such
                                 convertible or exchangeable securities and
                                 the subsequent conversion or exchange
                                 thereof, shall be deemed to have been issued
                                 at the time such securities were issued or
                                 such options, warrants or rights were issued
                                 and for a consideration equal to the
                                 consideration, if any, received by the
                                 Corporation for any such securities and
                                 related options, warrants or rights (excluding
                                 any cash received on account of accrued
                                 interest or accrued dividends), plus the
                                 additional consideration (determined in the
                                 manner provided in Section 5(c)(ii)(A) and
                                 (B)), if any, to be received by the
                                 Corporation upon the conversion or exchange
                                 of such securities, or upon the exercise of
                                 any related options,


                                     -5-

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                                 warrants or rights to purchase or acquire such
                                 convertible or exchangeable securities and the
                                 subsequent conversion or exchange thereof;

                            (3)  on any change in the number of shares of
                                 Common Stock deliverable upon exercise of
                                 any such options, warrants or rights or
                                 conversion or exchange of such convertible
                                 or exchangeable securities or any change in
                                 the consideration to be received by the
                                 Corporation upon such exercise, conversion
                                 or exchange, but excluding changes resulting
                                 from the anti-dilution provisions thereof
                                 (to the extent comparable to the
                                 anti-dilution provisions contained herein),
                                 the Conversion Rate as then in effect shall
                                 forthwith be readjusted to such Conversion
                                 Rate as would have been obtained had an
                                 adjustment been made upon the issuance of
                                 such options, warrants or rights not
                                 exercised prior to such change, or of such
                                 convertible or exchangeable securities not
                                 converted or exchanged prior to such change,
                                 upon the basis of such change;

                            (4)  on the expiration or cancellation of any
                                 such options, warrants or rights (without
                                 exercise), or the termination of the right
                                 to convert or exchange such convertible or
                                 exchangeable securities (without exercise),
                                 if the Conversion Rate shall have been
                                 adjusted upon the issuance thereof, the
                                 Conversion Rate shall forthwith be
                                 readjusted to such Conversion Rate as would
                                 have been obtained had an adjustment been
                                 made upon the issuance of such options,
                                 warrants, rights or such convertible or
                                 exchangeable securities on the basis of the
                                 issuance of only the number of shares of
                                 Common Stock actually issued upon the
                                 exercise of such options, warrants or
                                 rights, or upon the conversion or exchange
                                 of such convertible or exchangeable
                                 securities; and

                            (5)  if the Conversion Rate shall have been
                                 adjusted upon the issuance of any such
                                 options, warrants, rights or convertible or
                                 exchangeable securities, no further
                                 adjustment of the Conversion Rate shall be
                                 made for the actual issuance of Common Stock
                                 upon the exercise, conversion or exchange
                                 thereof;

                PROVIDED, HOWEVER, that no decrease in the Conversion Rate shall
                be made pursuant to subclauses (1) or (2) of this Section
                5(c)(ii)(C).

                (iii) OTHER DISTRIBUTIONS. In case the Corporation shall fix a
        record date for the making of a distribution to all holders of shares of
        its Common Stock (i) of shares of any class other than its Common Stock
        or (ii) of evidences of indebtedness of the Corporation or any
        subsidiary or (iii) of assets (including cash but excluding dividends or
        distributions referred to in subparagraph 5(c)(i) above), or (iv) of
        rights or warrants, in each case the Conversion Rate in effect
        immediately prior thereto shall be increased immediately thereafter to
        the rate determined


                                     -6-

<PAGE>

        by dividing the Liquidation Preference by the quotient obtained by
        dividing (1) an amount equal to the difference resulting from (A) the
        number of shares of Common Stock outstanding on such record date
        multiplied by the Liquidation Preference divided by the Conversion Rate
        on such record date, less (B) the fair market value (as determined by
        the Board, whose determination shall be conclusive) of said shares or
        evidences of indebtedness or assets or rights or warrants to be so
        distributed, by (2) the sum of the number of shares of Common Stock
        outstanding on such record date. Such adjustment shall be made
        successively whenever such a record date is fixed. In the event that
        such distribution is not so made, the Conversion Rate then in effect
        shall be readjusted, effective as of the date when the Board determines
        not to distribute such shares, evidences of indebtedness, assets, rights
        or warrants, as the case may be, to the Conversion Rate which would then
        be in effect if such record date had not been fixed.

                (iv) ROUNDING OF CALCULATIONS; MINIMUM ADJUSTMENT. All
        calculations under this subparagraph 5(c) shall be made to the nearest
        cent or to the nearest one hundredth (1/100th) of a share, as the case
        may be. Any provision of this Paragraph 5 to the contrary
        notwithstanding, no adjustment in the Conversion Rate shall be made if
        the amount of such adjustment would be less than 1% of the then current
        Conversion Rate; but any such amount shall be carried forward and an
        adjustment with respect thereto shall be made at the time of and
        together with any subsequent adjustment which, together with such amount
        and any other amount or amounts so carried forward, shall aggregate 1%
        or more.

                (v) TIMING OF ISSUANCE OF ADDITIONAL COMMON STOCK UPON
        CERTAIN ADJUSTMENTS. In any case in which the provisions of this
        subparagraph 5(c) shall require that an adjustment shall become
        effective immediately after a record date for an event, the
        Corporation may defer until the occurrence of such event (A) issuing
        to the holder of any share of the Series B Preferred Stock converted
        after such record date and before the occurrence of such event the
        additional shares of Common Stock issuable upon such conversion by
        reason of the adjustment required by such event over and above the
        shares of Common Stock issuable upon such conversion before giving
        effect to such adjustment and (B) paying to such holder any amount of
        cash in lieu of a fractional share of Common Stock pursuant to
        subparagraph 5(d); PROVIDED that the Corporation upon request shall
        deliver to such holder a due bill or other appropriate instrument
        evidencing such holder's right to receive such additional shares, and
        such cash, upon the occurrence of the event requiring such adjustment.

        (d) FRACTIONAL SHARES. No fractional shares of Common Stock or scrip
shall be issued upon conversion of shares of the Series B Preferred Stock. If
more than one share of the Series B Preferred Stock shall be surrendered for
conversion at any one time by 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 the Series B Preferred Stock so surrendered.
Instead of any fractional shares of Common Stock which would otherwise be
issuable upon conversion of any shares of the Series B Preferred Stock, the
Corporation shall pay a cash adjustment in respect of such fractional interest
in an amount equal to that fractional interest of the then Current Market Price,
as defined in subparagraph 5(e) below.

        (e) CURRENT MARKET PRICE. The Current Market Price at any date shall
mean, in the event the Common Stock is publicly traded, the average of the daily
closing prices per share of Common Stock for twenty (20) consecutive trading
days ending three (3) trading days before such date (as adjusted for any stock
dividend, split, combination or reclassification that took effect during such 20
trading day period). The closing price for each day shall be the last reported
sale price regular way or, in case no such reported


                                     -7-

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sale takes place on such day, the average of the last closing bid and asked
prices regular way, in either case on the principal national securities exchange
on which the Common Stock is listed or admitted to trading, or if not listed or
admitted to trading on any national securities exchange, the closing sale price
for such day reported by Nasdaq, if the Common Stock is traded over-the-counter
and quoted in the National Market System, or if the Common Stock is so traded,
but not so quoted, the average of the closing reported bid and asked prices of
the Common Stock as reported by Nasdaq or any comparable system, or, if the
Common Stock is not listed on Nasdaq or any comparable system, the average of
the closing bid and asked prices as furnished by two members of the National
Association of Securities Dealers, Inc. selected from time to time by the
Corporation for that purpose. If the Common Stock is not traded in such manner
that the quotations referred to above are available for the period required
hereunder, Current Market Price per share of Common Stock shall be deemed to be
the fair value per share of Common Stock as determined in good faith by the
Board of Directors, irrespective of any accounting treatment.

        (f) STATEMENT REGARDING ADJUSTMENTS. Whenever the Conversion Rate shall
be adjusted as provided in subparagraph 5(c), the Corporation shall forthwith
file, at the principal office of the Corporation, a statement showing in detail
the facts requiring such adjustment and the Conversion Rate that shall be in
effect after such adjustment, and the Corporation shall also cause a copy of
such statement to be sent by mail, first class postage prepaid, to each holder
of shares of the Series B Preferred Stock at its address appearing on the
Corporation's records. Each such statement shall be signed by the Corporation's
chief financial officer. Where appropriate, such copy may be given in advance
and may be included as part of a notice required to be mailed under the
provisions of subparagraph 5(g).

        (g) NOTICE TO HOLDERS. In the event the Corporation shall propose to
take any action of the type described in clause (i) (but only if the action of
the type described in clause (i) would result in an adjustment in the Conversion
Rate), (i) or (ii) of subparagraph 5(c), or described in subparagraph 5(k), the
Corporation shall give notice to each holder of shares of the Series B Preferred
Stock, in the manner set forth in subparagraph 5(g), which notice shall specify
the record date, if any, with respect to any such action and the approximate
date on which such action is to take place. Such notice shall also set forth
such facts with respect thereto as shall be reasonably necessary to indicate the
effect on the Conversion Rate and the number, kind or class of shares or other
securities or property which shall be deliverable upon conversion of shares of
the Series B Preferred Stock. In the case of any action which would require the
fixing of a record date, such notice shall be given at least ten (10) days prior
to the date so fixed, and in case of all other action, such notice shall be
given at least fifteen (15) days prior to the taking of such proposed action.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of any such action.

        (h) MECHANICS OF CONVERSION. The holder of any shares of the Series B
Preferred Stock may exercise the conversion right specified in subparagraph 5(a)
by surrendering to the Corporation the certificate or certificates representing
the shares of the Series B Preferred Stock to be converted, accompanied by
written notice specifying the number of such shares to be converted. If the
certificate representing shares of Common Stock issuable upon conversion of
shares of the Series B Preferred Stock is to be issued in a name other than the
name on the face of the certificate representing such shares of the Series B
Preferred Stock, such certificate shall be accompanied by such evidence of the
assignment and such evidence of the signatory's authority with respect thereto
as deemed appropriate by the Corporation and such certificate shall be endorsed
directly or through stock powers to the Corporation or in blank. Conversion
shall be deemed to have been effected on the date when delivery of notice of an
election to convert pursuant to subparagraph 5(a) and of certificates
representing the shares being converted is made


                                     -8-

<PAGE>

(the "Conversion Date"). As promptly as practicable after the Conversion Date,
the Corporation shall issue and deliver to or upon the written order of such
holder a certificate or certificates for the number of full shares of Common
Stock to which such holder is entitled upon such conversion. The person in whose
name the certificate or certificates for Common Stock are to be issued shall be
deemed to have become a holder of record of such Common Stock on the applicable
Conversion Date. Upon conversion of only a portion of the number of shares
covered by a certificate representing shares of Series B Preferred Stock
surrendered for conversion, the Corporation shall issue and deliver to or upon
the written order of the holder of the certificate so surrendered for
conversion, at the expense of the Corporation, a new certificate representing
the number of shares of the Series B Preferred Stock representing the
unconverted portion of the certificate so surrendered. The Corporation shall pay
on any Conversion Date all accrued and unpaid dividends (including any accrued
but unpaid dividends thereon) to and including such date on all shares of Series
B Preferred Stock to be so converted.

        (i) TREASURY STOCK. For the purposes of this Paragraph 5, the sale or
other disposition of any Common Stock theretofore held in the Corporation's
treasury shall be deemed to be an issuance thereof.

        (j) COSTS. The Corporation shall pay all documentary, stamp, transfer or
other transactional taxes attributable to the issuance of delivery of shares of
Common Stock upon conversion of any shares of the Series B Preferred Stock;
PROVIDED that the Corporation shall not be required to pay any federal or state
income taxes or other taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificate for such shares in a
name other than that of the holder of the shares of the Series B Preferred Stock
in respect of which such shares are being issued.

        (k) CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. In case of any
consolidation with or merger of the Corporation with or into another corporation
or other entity, or in case of any sale, lease or conveyance to another
corporation or other entity of the assets of the Corporation as an entirety or
substantially as an entirety, each share of the Series B Preferred Stock shall
after the date of such consolidation, merger, sale, lease or conveyance be
convertible into the number of shares of stock or other securities or property
(including cash) to which the Common Stock issuable (at the time of such
consolidation, merger, sale, lease or conveyance, as if the Series B Preferred
Stock were then optionally convertible or mandatorily convertible, as the case
may be) upon conversion of such share of the Series B Preferred Stock would have
been entitled upon such consolidation, merger, sale, lease or conveyance; and in
any such case, if necessary, the provisions set forth herein with respect to the
rights and interests thereafter of the holders of the shares of the Series B
Preferred Stock (including without limitation the definition of Current Market
Price) shall be appropriately adjusted so as to be applicable, as nearly as may
reasonably be, to any shares of stock or other securities or property thereafter
deliverable on the conversion of the shares of the Series B Preferred Stock.

6.      VOTING RIGHTS.

        So long as any shares of Series B Preferred Stock remain outstanding,
the Corporation shall not, without the affirmative consent or approval of the
holders of shares representing at least 50% of the voting power of the Series B
Preferred Stock then outstanding, acting separately as one class: (i) amend,
alter or repeal any of the provisions of this Certificate of Designation, (ii)
authorize or issue any Parity or Senior Stock; or (iii) make any Restricted
Payment.

7.      EXCLUSION OF OTHER RIGHTS.


                                     -9-

<PAGE>

        Except as may otherwise be required by law, the shares of Series B
Preferred Stock shall not have any voting rights, preferences or relative,
participating, optional or other special rights, other than those specifically
set forth in this resolution (as such resolution may be amended from time to
time) and in the Corporation's Certificate of Incorporation.

8.      HEADINGS OF SUBDIVISIONS.

        The headings of the various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the provisions
hereof.

9.      SEVERABILITY OF PROVISIONS.

        If any right, preference or limitation of the Series B Preferred Stock
set forth in this resolution (as such resolution may be amended from time to
time) is invalid, unlawful or incapable of being enforced by reason of any rule
of law or public policy, all other rights, preferences and limitations set forth
in this resolution (as so amended) which can be given effect without the
invalid, unlawful or unenforceable right, preference or limitation shall,
nevertheless, remain in full force and effect, and no right, preference or
limitation herein set forth shall be deemed dependent upon any other such right,
preference or limitation unless so expressed herein.

10.     STATUS OF REACQUIRED SHARES.

        Shares of Series B Preferred Stock which have been issued and reacquired
in any manner shall (upon compliance with any applicable provisions of the laws
of the State of Delaware) have the status of authorized and unissued shares of
Preferred Stock issuable in series undesignated as to series and may be
redesignated and reissued.


                                     -10-

<PAGE>

     IN WITNESS WHEREOF, this Certificate has been duly executed by the
undersigned President and Secretary of the Corporation this [22] day of October
1999.



                                             FIRST SEISMIC CORPORATION



                                             By: /s/ Rogers E. Beall
                                                ------------------------------
                                                Rogers E. Beall
                                                ------------------------------
                                                President


ATTEST:



/s/ Walter H. Walne
----------------------------------
Walter H. Walne
---------------
Secretary


                                     -11-