EXHIBIT 10.15


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               AMENDED AND RESTATED LOAN AGREEMENT


                           dated as of

                         January 20, 1998

                           By and Among

                    OMNI ENERGY SERVICES CORP.,

                     AMERICAN AVIATION L.L.C.,

                    OMNI MARINE & SUPPLY, INC.,

                                and

                      HIBERNIA NATIONAL BANK


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               AMENDED AND RESTATED LOAN AGREEMENT



      THIS  AMENDED AND RESTATED LOAN AGREEMENT (the "Agreement")
dated  as  of January 20, 1998, by and among OMNI ENERGY SERVICES
CORP.,   a   Louisiana  corporation  (the  "Borrower"),  AMERICAN
AVIATION   L.L.C.,   a   Missouri   limited   liability   company
("Aviation") OMNI MARINE & SUPPLY, INC., a Louisiana  corporation
("Omni  Marine"; Aviation and Omni Marine are herein collectively
called  the "Guarantor"), and HIBERNIA NATIONAL BANK, a  national
banking association (the "Bank").

                        R E C I T A L S:

      1.    The  Bank  has  previously  extended  certain  credit
facilities  to  Omni  Geophysical, L.L.C.,  a  Louisiana  limited
liability  company ("Omni Geophysical") pursuant to that  certain
Loan  Agreement  dated as of July 19, 1996, by and  between  Omni
Geophysical  and the Bank, as heretofore amended by that  certain
First  Amendment to Loan Agreement dated as of December 4,  1996,
and  by that certain Second Amendment to Loan Agreement dated  as
of April 4, 1997 (as so amended, the "Original Agreement").

      2.    The  Original  Agreement  was  amended  and  restated
pursuant  to  that  certain Amended and Restated  Loan  Agreement
dated  as  of June 13, 1997, by and between Omni Geophysical  and
the  Bank,  as  amended by First Amendment thereto  dated  as  of
August 6, 1997, by Second Amendment thereto dated as of September
30, 1997, and by Third Amendment thereto dated as of November 21,
1997  (the  Amended and Restated Loan Agreement, as  amended,  is
herein called the "First Restated Agreement").

      3.    The  First  Restated Agreement provides  for  certain
credit and loan facilities to both Omni Geophysical and Aviation.

      4.   Effective January 5, 1998, Omni Geophysical was merged
into  the  Borrower,  and pursuant to the  merger,  the  Borrower
assumed all of Omni Geophysical's indebtedness to the Bank.

      5.    Each  Guarantor is a wholly-owned subsidiary  of  the
Borrower.

      6.   The Borrower has applied to the Bank for new loans and
credit  facilities, the proceeds of which will  be  used  by  the
Borrower, in part, to refinance the existing indebtedness of Omni
Geophysical and Aviation to the Bank.

      7.    The  Bank has agreed to provide such credit and  loan
facilities  to  the  Borrower  pursuant  to  the  terms  of  this
Agreement.   The Agreement shall amend and restate  the  Original
Agreement,  as  amended  and  restated  by  the  First   Restated
Agreement, in its entirety.

      NOW,  THEREFORE,  in consideration of the mutual  covenants
hereunder set forth, the Borrower, the Guarantor, and the Bank do
hereby  amend and restate the Original Agreement, as amended  and
restated by the First Restated Agreement, in its entirety, and do
hereby covenant and agree as follows:


                            ARTICLE I

                DEFINITIONS AND ACCOUNTING TERMS

     Section 1.1.  Defined Terms.  As used in this Agreement, and
unless  the  context requires a different meaning, the  following
terms have the meanings indicated:

     "Acquisition  Loan Commitment" shall mean the  agreement  by
     the  Bank  to the Borrower to make loans to finance  capital
     expenditures  and/or  acquisitions in  accordance  with  the
     provisions of Article III hereof.

     "Acquisition Loans" shall mean the loans made  by  the  Bank
     under  the  Acquisition Note to the Borrower  in  accordance
     with  and  subject  to  the terms of  the  Acquisition  Loan
     Commitment.

     "Acquisition  Note" shall mean that certain promissory  note
     more  fully described in Section 3.2.1 hereof, together with
     any   and  all  extensions,  renewals,  modifications,   and
     substitutions therefor.

     "Agreement"  shall  mean  this  Amended  and  Restated  Loan
     Agreement,  as  the same may from time to time  be  amended,
     modified or supplemented and in effect.

     "Aircraft  Security  Agreement"  shall  mean  that   certain
     Aircraft  Security Agreement by Aviation, Omni  Geophysical,
     and  the  Bank,  dated as of August 6, 1997, as  amended  by
     First  Amendment thereto dated as of December 29, 1997,  and
     as  the same may be amended from time to time and in effect,
     affecting certain aircraft, engines, propellers, and related
     inventory, equipment and spare parts of Aviation.

     "Average Funded Debt" shall mean the Borrower's consolidated
     daily average amount outstanding under all credit facilities
     at  Bank  plus any amounts outstanding elsewhere  (including
     any  Additional Debt permitted under Section 12.5(d) of this
     Agreement).

     "Aviation"  shall mean American Aviation L.L.C., a  Missouri
     limited liability company, together with its successors  and
     assigns.

     "Applicable Margin" shall mean 1.50% until March  31,  1998.
     Thereafter,  the  Applicable Margin shall be  determined  by
     Omni Geophysical's Average Funded Debt to EBITDA ratio (on a
     rolling four quarters basis), as follows:

               Average Funded Debt           Applicable
                                        to                 EBITDA
     Margin

                x > 3.00x                 2.25%
                3.00 > x > 2.50           2.00%
                2.50 > x > 2.25           1.75%
                2.25 > x > 2.00           1.50%
                2.00 > x > 1.50           1.35%
                x < 1.50                  1.25%


     "Bank"  shall  mean Hibernia National the Bank,  a  national
     banking association.

     "Base Rate" shall mean the rate of interest established from
     time  to  time  by the Board of Directors or  management  of
     Citibank, N.A., New York, New York, as its "prime" or "base"
     lending  rate,  whether or not that rate is  published,  and
     which  is  not  necessarily  the  lowest  rate  charged   by
     Citibank,  N.A., or by the Bank, such rate  to  be  adjusted
     automatically on and as of the effective date of any  change
     in such Base Rate.

     "Borrower"  shall  mean, individually, interchangeably,  and
     collectively,  ,  Omni Energy Services  Corp.,  a  Louisiana
     corporation, together with its successors and assigns.

     "Borrowing  Base Amount" shall mean:  (a) for the  Revolving
     Loan  Commitment, at any time, based upon  the  most  recent
     timely submitted borrowing base certificate submitted by  or
     on  behalf  of the Borrower (but not less than on  a  weekly
     basis),  as the same may be adjusted by the Bank on a  daily
     basis upon review of the Borrower's sales journals and  cash
     receipts  and  as  a  result of field  examinations  of  the
     Collateral (using reasonable lending discretion), the lesser
     of  (i)  $10,000,000.00,  or (ii) the  amount  of  Qualified
     Receivables  at  such time; or (b) for the Acquisition  Loan
     Commitment, the lesser of (i) $9,000,000.00 or (ii) advances
     for  acquisitions by the Borrower are limited to an earnings
     multiple of less than or equal to 5x projected EBITDA (based
     upon  the  Borrower's  current dayrates  or  contracts)  and
     advances for capital expenditures are limited to a  loan  to
     value  ratio  of 75% for geophysical equipment and  80%  for
     aviation  equipment.   Further,  for  the  Acquisition  Loan
     Commitment,  advances to finance the purchase of geophysical
     equipment  are  subject to a sublimit (in the aggregate)  of
     $4,000,000.00.

     "Business Day" means a day other than a Saturday, Sunday  or
     legal  holiday for commercial banks under the  laws  of  the
     State  of  Louisiana  or a day on which national  banks  are
     authorized to be closed in New Orleans, Louisiana,  and,  if
     such  day relates to a Conversion to, or Continuation of,  a
     LIBOR  Rate  Loan,  also a day on which dealings  in  Dollar
     deposits are carried out in the interbank market selected by
     the Bank for purposes of setting the LIBOR Rate.

     "Collateral" shall mean any interest in any kind of property
     or  assets  pledged, mortgaged or otherwise  subject  to  an
     Encumbrance in favor of the Bank pursuant to the  Collateral
     Documents.

     "Collateral  Documents"  shall  collectively  refer  to  the
     Mortgage, the Security Agreements, the Guaranty, and any and
     all  other  documents in which an Encumbrance is created  on
     any property of the Borrower, the Guarantor, or of any third
     person  to  secure  payment of the  Indebtedness  of  either
     Borrower or any part thereof.

     "Commitments"  shall mean, collectively, the Revolving  Loan
     Commitment,  the Acquisition Loan Commitment, and  the  Term
     Loan Commitment

     "Credits"  shall have the meaning assigned to that  term  in
     Section 2.1 hereof.

     "Credit Application" shall have the meaning assigned to that
     term in Section 2.3.1 hereof.

     "Credit Commission" shall have the meaning assigned to  that
     term in Section 2.3.3 hereof.

     "Credit Obligation" shall have the meaning assigned to  that
     term in Section 2.3.4 hereof.

     "Debt"  shall  mean  any and all amounts and/or  liabilities
     owing  from  time to time by either Borrower to any  Person,
     including  the  Bank,  direct  or  indirect,  liquidated  or
     contingent,  now  existing or hereafter  arising,  including
     without limitation (i) indebtedness for borrowed money; (ii)
     the  amounts of all standby and commercial letters of credit
     and  bankers  acceptances, matured or unmatured,  issued  on
     behalf   of  either  Borrower;  (iii)  guaranties   of   the
     obligations of any other Person, whether direct or indirect,
     whether  by  agreement to purchase the indebtedness  of  any
     other Person or by agreement for the furnishing of funds  to
     any  other  Person through the purchase or lease  of  goods,
     supplies  or services (or by way of stock purchase,  capital
     contribution, advance or loan) for the purpose of paying  or
     discharging  the  indebtedness  of  any  other  Person,   or
     otherwise; (iv) the present value of all obligations for the
     payment  of  rent or hire of property of any kind  (real  or
     personal)  under leases or lease agreements required  to  be
     capitalized under GAAP, and (v) trade payables and operating
     leases  incurred  in  the ordinary  course  of  business  or
     otherwise.

     "Default"  shall  mean an event which  with  the  giving  of
     notice  or  the lapse of time (or both) would constitute  an
     Event of Default hereunder.

     "Dollars"  and  "$" shall mean lawful money  of  the  United
     States of America.

     "Dominion Account" shall have the meaning ascribed  to  such
     term in Section 11.14 hereof.

     "EBITDA"   shall  mean  earnings  before  interest,   taxes,
     depreciation,   and   amortization,   less   dividends    or
     distributions.

     "Encumbrances"  shall  mean individually,  collectively  and
     interchangeably any and all presently existing and/or future
     mortgages,  liens, privileges, servitudes, rights-of-way and
     other  contractual and/or statutory security  interests  and
     rights  of  every nature and kind that, now  and/or  in  the
     future  may  affect the property of either Borrower  or  the
     Guarantor or any part or parts thereof.

     "Environmental   Laws"   shall   mean   the    Comprehensive
     Environmental Response, Compensation, and Liability  Act  of
     1980,   as  amended,  42  U.S.C.  Section  9601,   et   seq.
     ("CERCLA"), the Superfund Amendments and Reauthorization Act
     of   1986,  Pub.  L.  No.  99-499  ("SARA"),  the  Hazardous
     Materials  Transportation Act, 49 U.S.C.  Section  1801,  et
     seq.,  the Resource Conservation and Recovery Act, 49 U.S.C.
     Section  6901, et seq., the Louisiana Environmental  Affairs
     Act,   La.   R.S.  30:2001  et  seq.,  or  other  applicable
     Governmental Requirements or regulations adopted pursuant to
     any of the foregoing.

     "ERISA"  shall mean the Employee Retirement Income  Security
     Act of 1974, as amended from time to time.

     "Event of Default" shall mean individually, collectively and
     interchangeably any of the Events of Default set forth below
     in Section 13.1 hereof.

     "Funded  Debt"  shall  mean, on a  consolidated  basis,  all
     outstanding  debt  of  Borrower  from  Bank  and  any  other
     outstanding debt of Borrower owed to other creditors.

     "Funding  Losses" shall mean, with respect to (a) Borrower's
     payment  or prepayment of principal of a LIBOR Rate Loan  or
     LIBOR  Rate Tranche on a day other than the last day of  the
     applicable Interest Period, (b) Borrower's failure to borrow
     a  LIBOR  Rate  Loan  or a LIBOR Rate Tranche  on  the  date
     specified  by Borrower; (c) Borrower's failure to  make  any
     prepayment of any LIBOR Rate Loans or LIBOR Rate Tranches on
     the date specified by the Borrower, or (d) any cessation  of
     a  LIBOR  Rate to apply to the Loans or any Tranche  thereof
     pursuant  to  Section  7.5 hereof`,  in  each  case  whether
     voluntary  or  involuntary,  any  loss,  expense,   penalty,
     premium or liability incurred by the Bank (including but not
     limited  to  any loss or expense incurred by reason  of  the
     liquidation  or  reemployment of  deposits  or  other  funds
     acquired by the Bank to fund or maintain a Loan).

     "GAAP"  shall  mean,  at  any  time,  accounting  principles
     generally accepted in the United States as then in effect.

     "General Intangibles" shall mean, all general intangibles as
     defined  in  9-106  of  the UCC, of  the  Borrower  and  the
     Guarantor,   whether   now  owned  or  hereafter   acquired,
     including without limitation (i) all contractual rights  and
     obligations  or  indebtedness owing to the  Borrower  (other
     than  Receivables)  from whatever source arising;  (ii)  all
     things  and  actions, rights represented  by  judgments  and
     claims  arising out of tort and other claims related to  the
     Collateral,  including the right to assert and otherwise  be
     the  proper  party  of  interest to commence  and  prosecute
     actions;  (iii)  all  goodwill,  patents,  patent  licenses,
     trademarks, trademark licenses, trade names, service  marks,
     trade secrets, rights and intellectual property, copyrights,
     permits  and licenses; (iv) all rights or claims in  respect
     of  refunds for taxes paid; and (v) all deposit accounts  of
     the  Borrower  and  the  Guarantor, including  the  Dominion
     Account.

     "Governmental Requirement" shall mean any applicable  state,
     federal  or  local  law,  statute,  ordinance,  code,  rule,
     regulation, order or decree.

     "Guarantor"  shall  mean individually, interchangeably,  and
     collectively  Omni  Marine  &  Supply,  Inc.,  a   Louisiana
     corporation,  and its successors and assigns,  and  American
     Aviation  L.L.C., a Missouri limited liability company,  and
     its  successors and assigns, and any wholly-owned subsidiary
     of Borrower that the Borrower may hereafter acquire.

     "Guaranty" shall mean, collectively, that certain Commercial
     Guaranty dated January 20, 1998 by Aviation in favor of  the
     Bank and that certain Commercial Guaranty dated January  20,
     1998 by Omni Marine in favor of the Bank.

     "Indebtedness" shall mean, at any time, the indebtedness  of
     the Borrower evidenced by the Notes executed by the Borrower
     pursuant  to this Agreement, in principal, interest,  costs,
     expenses  and reasonable attorneys' fees and all other  fees
     and  charges,  together with all Credit Obligations,  Credit
     Commissions,  commitment  fees and  other  indebtedness  and
     costs  and  expenses for which the Borrower  is  responsible
     under  this Agreement or under any of the Related Documents.
     In  addition, the word "Indebtedness" also includes, any and
     all  other  loans, extensions of credit, obligations,  debts
     and liabilities of the Borrower, plus interest thereon, that
     may now and in the future be owed to or incurred in favor of
     the  Bank,  as  well as all claims by the Bank  against  the
     Borrower,  whether existing now or later; whether  they  are
     voluntary  or involuntary, due or to become due,  direct  or
     indirect   or   by   way   of  assignment,   determined   or
     undetermined,   absolute   or  contingent,   liquidated   or
     unliquidated;   whether   the   Borrower   may   be   liable
     individually  or  jointly with others, of every  nature  and
     kind whatsoever, in principal, interest, costs, expenses and
     reasonable  attorneys' fees and all other fees and  charges;
     whether  the Borrower may be obligated as principal obligor,
     guarantor, surety, accommodation party or otherwise.

     "Interest  Payment Date" shall have the meaning ascribed  to
     such term in Section 6.2 hereof.

     "Interest  Period" shall mean with respect to a  LIBOR  Rate
     Loan or a LIBOR Rate Tranche, each period commencing on  (1)
     the  date any such LIBOR Rate Loan or LIBOR Rate Tranche  of
     any  new Loan is made, or (2) the day following the last day
     of  the  immediately preceding Interest Period for  which  a
     LIBOR Rate-based rate for the LIBOR Rate Loan or LIBOR  Rate
     Tranche  is applicable and is continued, and, in each  case,
     ending  on  the numerically corresponding day in the  first,
     second,  or  third calendar month thereafter, as a  Borrower
     may  select  as provided in Article VI hereof,  except  that
     each  Interest  Period which commences on the last  Business
     Day of a calendar month (or on any day for which there is no
     numerically corresponding day in the appropriate  subsequent
     calendar  month) shall end on the last Business Day  of  the
     appropriate subsequent calendar month.  Notwithstanding  the
     foregoing:   (i)  if  any  Interest Period  would  otherwise
     commence before and end after the final maturity date of the
     Loan to which it relates, such Interest Period shall end  on
     the  final  maturity date of such Loan; (ii)  each  Interest
     Period  which would otherwise end on a day which  is  not  a
     Business Day shall end on the next succeeding Business  Day,
     unless  such next succeeding Business Day falls in the  next
     succeeding  calendar  month,  then  on  the  next  preceding
     Business Day.

     "LIBOR  Rate"  shall mean, with respect  to  the  applicable
     Interest Period in effect, an interest rate per annum  equal
     to  the quotient (converted to a percentage) of (i) the rate
     per  annum of interest equal to the annual rate of  interest
     (rounded  upward to the nearest whole multiple of  1/100  of
     1%,  if  such average is not such a multiple) determined  by
     the  Bank,  at  or before 11:00 a.m. New Orleans,  Louisiana
     time  on  the first day of such Interest Period, to  be  the
     annual  rate  of interest at which deposits of  Dollars  are
     offered  by prime banks in whatever London interbank  market
     may  be  selected by the Bank in its sole discretion, acting
     in   good  faith,  at  the  time  of  determination  and  in
     accordance  with then existing practice in such  market  for
     delivery  on  the  first  day of  such  Interest  Period  in
     immediately available funds and having a maturity  equal  to
     such  Interest Period in an amount equal (or as nearly equal
     as  may  be)  to the applicable LIBOR Rate Loan, divided  by
     (ii)  1.00  minus the LIBOR Reserve Requirement (as  defined
     below),  expressed as a decimal, for such  Interest  Period.
     "LIBOR Reserve Requirement" shall mean for any day during an
     Interest Period, that percentage which is specified  by  the
     Board  of  Governors of the Federal Reserve System  (or  any
     successor)  for determining the maximum reserve  requirement
     (including,  but  not  limited  to,  any  marginal   reserve
     requirement)  for  the  Bank  with  respect  to  liabilities
     consisting  of  or including "Eurocurrency liabilities"  (as
     defined  in  Regulation D of the Board of Governors  of  the
     Federal  Reserve  System)  with a  maturity  equal  to  such
     Interest  Period.  In determining the percentage,  the  Bank
     may  use  any reasonable averaging and attribution  methods.
     Each  determination by the Bank of a LIBOR Rate  or  of  the
     LIBOR Reserve Requirement used in determining same shall  be
     conclusive and binding, absent manifest error.

     "LIBOR  Rate  Loan"  shall mean any of  the  Loans  (or  any
     portion thereof) bearing interest calculated on the basis of
     the LIBOR Rate.

     "LIBOR  Rate Tranche" shall mean the amount of any  Loan  of
     the  Borrower  that  constitutes a LIBOR  Rate  Loan  for  a
     specific Interest Period.

     "Loans"  shall mean, collectively, the Revolving Loans,  the
     Acquisition Loans, and the Term Loan.

     "Loan  Documents" shall mean this Agreement, the Notes,  the
     Collateral Documents and any other Related Documents.

     "Material  Adverse Change" shall mean, with respect  to  the
     Borrower  or   either  Guarantor, an event  which  causes  a
     material  adverse effect on the business, assets, operations
     or  condition  (financial or otherwise) of such  Person,  or
     which  otherwise  changes in a materially  adverse  way  any
     other facts, circumstances or conditions which the Bank  has
     relied upon or utilized in making its Commitments hereunder.

     "Mortgage"  shall  mean  that certain Multiple  Indebtedness
     Mortgage by Omni Geophysical in favor of the Bank dated June
     13,  1997,  as  amended from time to  time  and  in  effect,
     pursuant  to  which the Bank is granted a mortgage  lien  on
     certain real property in Lafayette Parish, Louisiana;  which
     Mortgage  is  recorded in the mortgage records of  Lafayette
     Parish under File No. 97-020694.

     "Notes"  shall mean, collectively, the Revolving  Note,  the
     Acquisition Note and the Term Note, as each of them  may  be
     renewed or extended, together with all other promissory note
     or  notes given in renewal, substitution or as a refinancing
     of any part of the indebtedness evidenced thereby.

     "Omni  Geophysical" shall mean Omni Geophysical,  L.L.C.,  a
     Louisiana  limited  liability  company,  together  with  its
     successors and assigns.

     "Omni  Marine"  shall mean Omni Marine  &  Supply,  Inc.,  a
     Louisiana  corporation,  together with  its  successors  and
     assigns.

     "Permitted Encumbrances" shall have the meaning ascribed  to
     such term in Section 12.4 hereof.

     "Person"   shall  mean  an  individual  or  a   corporation,
     partnership,   trust,   joint   venture,   incorporated   or
     unincorporated association, joint stock company, government,
     or  an  agency  or political subdivision thereof,  or  other
     entity of any kind.

     "Qualified Receivables" shall mean eighty percent  (80%)  of
     the  Receivables  of  the  Borrower  and/or  the  Guarantor,
     carried on their respective books of account, which, on  the
     date  as of which the determination is made, (a) are subject
     to  a  first priority perfected Encumbrance in favor of  the
     Bank,  (b) arose in the ordinary course of business  of  the
     Borrower  and/or the Guarantor, (c) arose from the  sale  of
     goods or performance of services by the Borrower and/or  the
     Guarantor,  (d)  are  evidenced by an  "invoice"  (i.e.,  an
     invoice,  shipping order or similar writing),  (e)  are  not
     subject  to  setoff, counterclaim, defense, or a dispute  of
     any  kind or nature, (f) are not more than 90 days old,  (g)
     are  payable  by  Persons other than any Person  who  is  an
     affiliate  (as  defined  in accordance  with  GAAP)  of  the
     Borrower  and/or the Guarantor or an officer or director  of
     the  Borrower and/or the Guarantor or an officer or director
     of  an  affiliate of the Borrower and/or the Guarantor,  (h)
     are  not  payable  by the United States of  America  or  any
     agency  or  department thereof (unless such  Receivable  has
     been  assigned to the Bank pursuant to a properly  perfected
     assignment  under the Federal Assignment of Claims  Act,  31
     U.S.C.  3727),  (i) do not by their own terms  prohibit  the
     collateral assignment thereof or require the consent of  the
     obligor thereon to any collateral assignment thereof, (j) do
     not  arise  out  of  a transaction with  an  account  debtor
     outside  the United States of America (unless covered  by  a
     letter  of  credit  acceptable to the  Bank),  (k)  are  not
     Receivables due by a Person from whom over 50% of its entire
     accounts  receivable  balance  with  the  Borrower  or   the
     Guarantor  is unpaid for more than 90 days past the  invoice
     date(s)  related thereto, (l) are not credit  balances,  (m)
     are  not  Receivables which the Bank believes, in  its  sole
     credit judgment reasonably applied, that collection of  such
     Receivables is insecure or that such Receivables may not  be
     paid  by  reason of the account debtor's financial inability
     to  pay  or that such Receivables are otherwise unacceptable
     collateral, (n) are not that portion of the Receivables  due
     by  a  single Person which are in excess of 25% (but  in  no
     event in excess of 50%) of all of the Receivables due to the
     Borrower and/or the Guarantor where such Person is not rated
     or  is rated (by a national rating agency acceptable to  the
     Bank)   less   than  BBB-;  provided,  the  term  "Qualified
     Receivables"  shall include all Receivables  of  any  single
     Person  which would otherwise qualify as such which  do  not
     exceed  50% of all of the Receivables of the Borrower  where
     such Person is rated (by a national rating agency acceptable
     to the Bank) BBB- or better, and (o) commencing 90 days from
     the  date hereof, are owed by a Person who has either signed
     an  acceptance of the work giving rise to the Receivable  or
     signed an acceptance of the proposal for work giving rise to
     the   Receivable.   For  purposes  of  this   Agreement,   a
     Receivable is 90 days old on the 90th day after the date  of
     the  invoice evidencing such Receivable (regardless  of  the
     due date of such invoice).

     "Receivables" shall mean, with respect to such  Person,  all
     accounts  (as such term is defined in 9-106 of the  UCC)  of
     such  Person, including all indebtedness presently  existing
     or  hereafter owing to such Person in connection  with  such
     Person's  business, profession, occupation  or  undertaking,
     including,  but  not limited to, the sale of  goods  or  the
     performance of services, together with all proceeds thereof;
     excluding,  however, any indebtedness due to or arising  out
     of claims in tort and indebtedness evidenced by a promissory
     note or a negotiable instrument.

     "Related  Documents"  shall mean and  include  individually,
     collectively,  interchangeably and  without  limitation  all
     promissory   notes,  credit  agreements,  loan   agreements,
     guaranties,   security  agreements,  mortgages,   collateral
     mortgages,  deeds  of trust, and all other  instruments  and
     documents,  whether now or hereafter existing,  executed  in
     connection with the Indebtedness.

     "Request for Advance" shall mean the Borrower's request  for
     an Acquisition Loan or a Revolving Loan, as the case may be.

     "Revolving Loan Commitment" means the agreement by the  Bank
     to the Borrower to make Revolving Loans and to issue Credits
     in accordance with the provisions of Article II hereof.

     "Revolving  Loans" shall mean loans made by the  Bank  under
     the  Revolving Note to the Borrower in accordance  with  and
     subject to the terms of the Revolving Loan Commitment.

     "Revolving  Note"  shall mean that certain  promissory  note
     more  fully described in Section 2.2.1 hereof, together with
     any   and  all  extensions,  renewals,  modifications,   and
     substitutions therefor.

     "Security Agreements" shall mean (i) that certain Commercial
     Security  Agreement dated July 19, 1996, by Omni Geophysical
     in  favor of the Bank, as amended by First Amendment thereto
     dated as of June 13, 1997, by Second Amendment thereto dated
     as of August 6, 1997, by Third Amendment thereto dated as of
     September 30, 1997, by Fourth Amendment thereto dated as  of
     November  21, 1997, and by Fifth Amendment thereto dated  as
     of  January  20,  1998,  affecting  all  of  the  properties
     described  therein,  (ii)  that certain  Security  Agreement
     (Fixtures) by Omni Geophysical dated as of June 13, 1997  in
     favor  of  the  Bank, as amended by First Amendment  thereto
     dated  as  of January 20, 1998, (iii) the Aircraft  Security
     Agreement, as amended by First Amendment thereto dated as of
     December 29, 1997, and by Second Amendment thereto dated  as
     of  January  20,  1998, (iv) Commercial  Security  Agreement
     dated  August 6, 1997 by Aviation in favor of the  Bank,  as
     amended  by First Amendment thereto dated as of January  20,
     1998,  (v)Commercial Security Agreement by the  Borrower  in
     favor  of  the  Bank  dated as of  January  20,  1998,  (vi)
     Commercial  Security Agreement by Omni Marine  dated  as  of
     January  20,  1998  in favor of the Bank,  (vii)  all  UCC-1
     financing statements, and related documents required by  the
     Bank  in  connection with any of the foregoing,  (viii)  all
     amendments  or  modifications to any of the  foregoing,  and
     (ix) all additional security agreements hereafter granted by
     any  Person as security for the Indebtedness, together  with
     any  and  all  amendments or modifications  to  any  of  the
     foregoing.

     "Solvent"  shall mean, when used with respect to any  Person
     on a particular day, that on such date (i) the fair value of
     the property of such Person is greater than the total amount
     of  liabilities,  including without  limitation,  contingent
     liabilities,  of such person, (ii) the present fair  salable
     value  of  the  assets of such person is not less  than  the
     amount  that will be required to pay the probable  liability
     of  such  Person  on its debts as they become  absolute  and
     matured,  (iii)  such  Person is able to  realize  upon  its
     assets  and  pay its debts and other liabilities, contingent
     obligations  and  other commitments as they  mature  in  the
     ordinary  course  of  business, (iv) such  Person  does  not
     intend  to,  and does not believe that it will, incur  debts
     and  liabilities beyond such Person's ability to pay as such
     debts  and  liabilities mature, and (v) such Person  is  not
     engaged  in business or a transaction, and is not  about  to
     engage in business or a transaction, for which such Person's
     property  would constitute unreasonably small capital  after
     giving  due consideration to the prevailing practice in  the
     industry in which such person is engaged.  In computing  the
     amount of contingent liabilities at any time, it is intended
     that  such liabilities will be computed at the amount which,
     in  light of all of the facts and circumstances existing  at
     such  time,  represents the amount that  can  be  reasonably
     expected to become an actual or matured liability.

     "Subsidiaries"  shall mean at any date with respect  to  any
     Person  all  the corporations of which such Person  at  such
     date,  directly  or  indirectly, owns 50%  or  more  of  the
     outstanding  capital stock (excluding directors'  qualifying
     shares), and "Subsidiary" means any one of the Subsidiaries.

     "Tangible Net Worth" shall mean, at any time, the Borrower's
     consolidated total assets excluding intangible assets (i.e.,
     patents,  copyrights, trademarks, trade  names,  franchises,
     goodwill,  organizational expenses, and  similar  intangible
     expenses,    but   including   leaseholds   and    leasehold
     improvements),  less the consolidated total  liabilities  of
     the Borrower.

     "Termination  Date" shall mean, with respect to  the  Bank's
     Commitments the earlier to occur of (i) January 20, 2000, or
     (ii) the date of termination of the Commitments pursuant  to
     Article XIII hereof.

     "Term Loan" shall have the meaning assigned to that term  in
     Section 4.1 hereof.

     "Term  Loan  Commitment" shall have the meaning assigned  to
     that term in Section 4.1 hereof.

     "Term Note" shall have the meaning assigned to that term  in
     Section 4.2 hereof.

     "Tranche"  shall  mean  a  portion  of  any  of  the   Loans
     outstanding  to  the  Borrower  that  bears  interest  at  a
     particular LIBOR Rate.

     "UCC"  shall  mean  the Uniform Commercial Code,  Commercial
     Laws-Secured Transactions (La. R.S. 10-9-101 et seq.) in the
     State  of  Louisiana, as amended from time to time, provided
     that  if  by  reason  of mandatory provisions  of  law,  the
     perfection or effect of perfection or non-perfection of  the
     Bank's  Encumbrances against the Collateral is  governed  by
     the  Uniform  Commercial Code as in effect in a jurisdiction
     other  than  the State of Louisiana "UCC" means the  Uniform
     Commercial Code as in effect in such other jurisdiction.

      Section  1.2.  Accounting Terms.  All accounting terms  not
specifically defined herein shall be construed in accordance with
GAAP, and all financial data submitted pursuant to this Agreement
shall be prepared in accordance with GAAP.


                            ARTICLE II

                       REVOLVING LOANS AND
                        LETTERS OF CREDIT

     Section 2.1.  The Revolving Loan Commitment.  Subject to the
terms and conditions of this Agreement, the Bank agrees to extend
credit  to  the Borrower during the period from the  date  hereof
until  the Termination Date (a) by making Revolving Loans to  the
Borrower  from  time  to  time,  and  (b)  by  the  Bank  issuing
irrevocable  standby  and  commercial  letters  of  credit  (said
irrevocable  standby  and  commercial  letters  of  credit  being
referred  to  herein  as the "Credits") for the  account  of  the
Borrower  from time to time; provided, however, that at  no  time
shall  the sum of (1) the aggregate principal amount of Revolving
Loans  to  the  Borrower at such time outstanding, plus  (2)  the
aggregate  unfunded amount of Credits issued for the  account  of
the  Borrower at such time outstanding, exceed the Borrowing Base
Amount then in effect.  In the event, at any time, and from  time
to  time, the sum of all outstanding Revolving Loans and  Credits
issued and outstanding to the Borrower exceeds the Borrowing Base
Amount  then  in effect, the Borrower shall prepay the  Revolving
Loans  by such an amount to cause the sum of the Revolving  Loans
and  Credits  outstanding to the Borrower to equal the  Borrowing
Base Amount (or, at the option of the Bank, the Borrower may post
cash  collateral to secure such deficiency in the Borrowing  Base
Amount).

     Section 2.2.  Revolving Loans.

      Section 2.2.1.  Revolving Loans.  Subject to the terms  and
conditions  of this Agreement, the Bank agrees to make  Revolving
Loans  to  the Borrower from time to time during the period  from
the  date hereof to and including the Termination Date; provided,
however,  that (1) no such Revolving Loan shall exceed an  amount
which,  when added to (i) the aggregate principal amount  of  all
Revolving  Loans  to the Borrower at such time outstanding,  plus
(ii)  the aggregate undisbursed amount of Credits issued for  the
account  of  the Borrower at such time outstanding,  exceeds  the
Borrowing  Base  Amount then in effect.  Within  the  limits  set
forth  herein,  the Borrower may borrow from the Bank  hereunder,
repay  any  and all such Revolving Loans as hereinafter  provided
and  reborrow hereunder.  The Borrower's obligation to repay  the
Revolving Loans made by the Bank shall be evidenced by  a  master
promissory  note  of  the Borrower (said  promissory  note  being
herein referred to as the "Revolving Note"), payable to the order
of  the Bank in the principal sum of $10,000,000.00 or such other
or  lesser amount as may be reflected from time to time on the on
the  books  and  records of the Bank as evidencing the  aggregate
unpaid  principal  balance of all Revolving  Loans  made  to  the
Borrower, with a final maturity of January 20, 2000, and  bearing
interest  at  the  rate  or rates from time  to  time  in  effect
pursuant  to  the  terms of Article VI hereof.  Interest  on  the
Revolving Note shall be payable in accordance with the  terms  of
Section 6.2 hereof.

      Section  2.2.2.  Manner and Notice of Borrowing  Under  the
Revolving  Loan  Commitment.  Requests  For  Advances  under  the
Revolving Loan Commitment may be made by the Borrower in  person,
in   writing   (including  facsimile  transmission)  or   through
telephone  calls  to the Bank and such requests  shall  be  fully
authorized  by  the Borrower if made by any one  of  the  persons
designated  by  the Borrower in writing to the  Bank.   The  Bank
shall  have  the  right, but not the obligation,  to  verify  any
telephone requests by calling the person who made the request  at
the telephone number designated by the Borrower in writing to the
Bank.   Requests For Advances must be received by not later  than
11:00  a.m.  (Central Time) on the date of the proposed  advance.
Not later than the close of business on the date of such request,
assuming  all conditions of this Agreement for such  advance  has
been  satisfied,  the  Bank will make such advance.   The  amount
thereof  shall  be  credited by the Bank to the checking  account
maintained  in  the name of the Borrower with the  Bank  and  the
credit  advice  resulting  therefrom  shall  be  mailed  to   the
Borrower.  The Bank's copy of such credit advice indicating  such
deposit to the account of the Borrower shall be deemed conclusive
evidence of the Borrower's indebtedness to the Bank in connection
with  such  borrowing.   The  aggregate  outstanding  amount   of
principal  and  interest due by the Borrower at  any  given  time
under  the Revolving Loan Commitment shall be and constitute  the
indebtedness of the Borrower to the Bank under the Revolving Note
made  by the Borrower.  When each advance is made by the Bank  to
the  Borrower  hereunder, the Borrower shall be  deemed  to  have
renewed  and  reissued its Revolving Note for the amount  of  the
advance  plus all amounts due by the Borrower to the  Bank  under
the Revolving Loan Commitment immediately prior to such advance.

       Section  2.2.3.   Borrowings  Under  the  Revolving   Loan
Commitment.   Within the limits of the Revolving Loan  Commitment
to the Borrower hereunder and subject to the terms and conditions
of  this Agreement, the Bank shall only be obligated to lend  the
Borrower an amount which will not cause its Borrowing Base Amount
to  be  exceeded.   During  the  period  of  the  Revolving  Loan
Commitment, the Borrower may use the Revolving Loan Commitment by
borrowing, prepaying and reborrowing, all in accordance with  the
terms and conditions of this Agreement.

      Section  2.2.4.  Payment of the Revolving  Note  Under  the
Revolving  Loan  Commitment.  Interest on  the  unpaid  principal
balance of the Revolving Note shall be payable in accordance with
the  terms of Section 6.2 hereof.  Principal shall be payable  on
the Termination Date; provided, however, in the event at any time
the  aggregate  outstanding principal amounts  of  the  Revolving
Loans  to  the  Borrower,  when added to the  aggregate  unfunded
amounts  of  Credits at such time outstanding  to  the  Borrower,
causes  its  Borrowing Base Amount to be exceeded,  the  Borrower
shall  immediately upon demand by the Bank prepay  its  Revolving
Note  in  an  amount  necessary to cause the aggregate  principal
amount  of its unpaid Revolving Loans plus the aggregate unfunded
amount of its Credits to equal its Borrowing Base Amount (or,  at
the option of the Bank, the Borrower may post cash collateral  to
secure  such  deficiency  in  its Borrowing  Base  Amount).   The
Borrower hereby authorizes the Bank to debit the Dominion Account
to  pay  interest  due  on the Revolving Note  on  each  Interest
Payment  Date,  and  to credit all proceeds  of  the  Receivables
received  in the Dominion Account when collected (or earlier,  if
the Bank in its sole discretion allows such funds to be available
to  the  Borrower prior to the date on which any checks or  other
instruments   given  in  payment  of  Receivables  are   actually
collected)  towards  payment of the Revolving  Loans  outstanding
under  the  Revolving Note.  Further, in the event  there  is  no
outstanding   debt  under  the  Revolving  Note,   the   Borrower
authorizes the Bank to sweep daily the proceeds from the Dominion
Account  into  the Borrower's operating account with  Bank.   The
Bank  agrees to give notice to the Borrower of any debits to  the
said  funding  account  used  to pay interest  within  three  (3)
Business Days following each such debit.

     Section 2.2.5.  Reserved

      Section 2.2.6.  Proceeds of Dominion Account.  The Borrower
has executed a lockbox agreement with the Bank, pursuant to which
all  checks, drafts and other instruments evidencing  payment  of
the  Borrower's Receivables shall be delivered to  the  Bank  and
deposited  into  the  Borrower's  Dominion  Account  more   fully
described   in   Section  11.14  hereof.   The  Borrower   hereby
authorizes  the Bank to apply, on a daily basis, the proceeds  of
all  its accounts receivable actually collected (or, at the  sole
discretion of the Bank, amounts which have been received but  not
yet  collected) by the Bank from the Dominion Account  to  reduce
the  outstanding  principal balance of the Revolving  Loans  due.
Such  payments will adjust availability immediately for  purposes
of  loan  availability and on the next day  for  bookkeeping  and
interest purposes.

     Section 2.2.7.  Use of Proceeds.  The Borrower shall use the
proceeds  of  the Revolving Loan Commitment solely  to  refinance
existing indebtedness incurred by Omni Geophysical and thereafter
to  finance  working capital requirements and  general  corporate
purposes of the Borrower.

     Section 2.2.8.  Overlines and Overadvances.  Notwithstanding
the  provisions of Section 2.2.1 hereof, in the event that at any
time the aggregate unpaid principal amount of the Revolving Loans
ever  exceeds  $10,000,000 (the maximum possible  amount  of  the
Borrowing  Base  Amount), the Borrower agrees to pay  the  excess
amount  (an "overline") immediately upon demand by the Bank.   In
the event the unpaid principal amount of the Revolving Loans ever
exceeds  the  Borrowing Base Amount then in effect, the  Borrower
agrees  to  pay the excess amount (an "overadvance")  immediately
upon  demand by the Bank.  Overlines and overadvances shall  bear
interest  at the rate (or at the highest rate, if more  than  one
rate  is  then  in  effect) borne by the  Revolving  Note.   Upon
request  of  the  Bank, the Borrower shall execute  a  promissory
note,  payable to the order of the Bank, to represent the  amount
of   any   overline   or  overadvance;  however,   the   Borrower
acknowledges  and agrees that the records of the  Bank  and  this
Agreement shall constitute conclusive evidence of any overline or
overadvance  and  the  obligation of the Borrower  to  repay  any
overline  or  overadvance,  with  interest.   All  overlines  and
overadvances for which the Bank has not demanded payment earlier,
and all unpaid and accrued interest on overlines and overadvances
not  due  and  payable earlier, shall be due and payable  on  the
Termination Date.  The Borrower acknowledges and agrees that  the
Bank  is not obligated to the Borrower to fund any advance  which
would create an overline or overadvance.


     Section 2.3.  The Credits.

      Section  2.3.1.  The Credits.  Upon the written application
of  the  Borrower, using the form of letter of credit application
then  normally  required  by  the Bank  in  connection  with  the
issuance of such Credits (the "Credit Application"), executed  by
the  Borrower  (or  by any one of the persons designated  by  the
Borrower  in  writing to the Bank in accordance  with  the  terms
hereof), the Bank agrees, subject to the terms and conditions  of
this  Agreement,  that it will issue its Credit substantially  in
accordance  with the Credit Application.  Credits may  either  be
commercial  letters of credit, in which case they shall  have  an
expiry date on a Business Day not later than the earlier to occur
of  the Termination Date, or standby letters of credit issued  to
secure workers' compensation obligations of the Borrower (or  for
other  purposes  deemed  acceptable  by  the  Bank  in  its  sole
discretion),  in  which case they shall have an expiry  date  not
later  than the earlier to occur of the Termination Date  or  one
year  from  the date of issuance.  In no event shall a Credit  be
issued by the Bank for the account of the Borrower (i) if the sum
of  the  face amount thereof when added to the aggregate unfunded
amount  of  Credits issued for the account of the  Borrower  then
outstanding exceeds $1,000,000.00 or (ii) if the sum of the  face
amount  thereof when added to the  aggregate unfunded  amount  of
Credits  issued for the account of the Borrower then  outstanding
plus the aggregate principal amount of the Revolving Loans to the
Borrower  at  such  time outstanding exceeds the  Borrowing  Base
Amount then in effect.

      Section 2.3.2.  Issuance of Credits.  Each Credit shall  be
issued  not  later than three (3) Business Days after receipt  by
the  Bank  of the Credit Application related thereto.   No  later
than  12:00  noon  (Central  Time)  on  the  third  Business  Day
following  receipt of the Credit Application and upon fulfillment
of  the  applicable conditions set forth in this  Agreement,  the
Bank  shall  issue  its  Credit.  The Bank  may  rely  fully  and
completely  upon  the authority of the signatory  of  the  Credit
Application  and  the contents thereof unless such  authority  is
terminated by written notice delivered to the Bank, and any  such
termination of authority shall be effective only prospectively.

      Section 2.3.3.  Credit Commission.  The Borrower agrees  to
pay  to the Bank the standard fees charged and established by the
Bank from time to time for the issuance and processing of letters
of  credit (the "Credit Commission") with respect to each  Credit
created by the Bank hereunder.  Payment of such Credit Commission
with respect to each Credit created by the Bank shall be paid  in
advance  on the date of issuance of the Credit.  With respect  to
standby  Credits  issued hereunder, the Borrower  unconditionally
agrees  to  pay  to the Bank, in addition to the Bank's  standard
fees  for  the  issuance  and  processing  of  such  Credits,   a
commission, payable in advance on or before the date of  issuance
of  each Credit, calculated at the rate of 1.50% per annum on the
face amount of each Credit, based upon the number of days of  the
term  of each such Credit divided by 360, which commission  shall
not be less than $300.00 per standby letter of credit.

      Section  2.3.4.   Credit Obligations.  The Borrower  agrees
unconditionally  to  pay  the Bank on  demand  in  United  States
currency   at  the  Bank's  principal  office  in  New   Orleans,
Louisiana,  the  amount required to pay (a) any  and  all  drafts
drawn  and any and all demands made or purported to be made under
any  Credit  issued  for  its account, (b)  any  and  all  costs,
charges,  fees and/or expenses incurred or paid by  the  Bank  in
connection  with  any  Credit issued for  its  account,  and  (c)
interest  on such amounts described above under (a)  and  (b)  as
hereinafter provided (the "Credit Obligations").  In the event of
any  drafts  drawn and any and all demands made under any  Credit
are  payable in foreign currency, the Borrower agrees to make the
aforementioned payment to the Bank in  United States currency  at
the  Bank's  selling rate for cable transfers  to  the  place  of
payment  of  such  draft  on  the date  of  such  payment.   Such
obligation  of  the Borrower shall be deemed a Credit  Obligation
hereunder.   The Borrower further agrees to comply with  any  and
all  governmental currency exchange regulations  or  requirements
now  or  hereafter  applicable to such Credit or  to  any  drafts
related  thereto.  The Borrower further authorizes the  Bank,  at
its  option, to compensate itself by applying any part or all  of
the  balance  of  any deposit account or certificate  of  deposit
which  the  Borrower  may maintain with the Bank,  at  any  time,
whether  or not the deposit is mature, and/or any and all  monies
or  property  or  interest of any kind now or  hereafter  in  the
Bank's hands, or in transit to or from the Bank, and belonging to
the  Borrower, to the payment, in whole or in part, of the amount
of  any  draft and all interest, costs and attorney's fees  which
the Borrower may owe the Bank pursuant to this Agreement.  In the
event  a Credit Obligation is not paid when demanded by the Bank,
the  Borrower agrees to pay to the Bank on demand a sum equal  to
the  amount of the Credit Obligation, plus interest thereon  from
the date the Credit Obligation is demanded by the Bank until paid
at the interest rate then in effect under the Revolving Note.   A
payment  shall not be deemed made until funds therefor have  been
actually  collected  and made available to the  Bank.   Upon  the
occurrence of an Event of Default hereunder, the Borrower  agrees
to  pay  to  the  Bank  on demand a sum equal  to  the  aggregate
unfunded  amounts  of  all  Credits  outstanding,  together  with
interest  thereon  at the Base Rate, or at  any  higher  rate  of
interest which the Bank may impose as a default rate pursuant  to
the terms of the Borrower's Revolving Note issued pursuant to the
terms  hereof (such obligation of the Borrower shall be deemed  a
Credit  Obligation  as  such  term is  used  herein).   Upon  the
occurrence  of such Event of Default, the Bank may  exercise  its
right  of offset and compensation set forth above in this Section
2.3.4.   Any amount which the Bank offsets or which the  Borrower
may  pay  to the Bank in excess of drafts actually drawn  on  any
outstanding  Credits,  shall be held by the  Bank  in  pledge  to
secure the payment of future drafts until the Commitments to  the
Borrower  have been terminated, all Indebtedness of the  Borrower
has  been  paid  in full, and no further Credits issued  for  the
account of the Borrower are outstanding.

      Section 2.3.5.  Revolving Loans.  In the event that  Credit
Obligations owed the Bank by the Borrower are not paid  when  due
for   any  reason  including  Credit  Obligations  arising   upon
occurrence of an Event of Default hereunder, notwithstanding  the
limitation  contained in Section 2.2.1, such  Credit  Obligations
shall  be  immediately paid by the Borrower pursuant to Revolving
Loans  in  the  amount of such Credit Obligations.   Such  Credit
Obligations shall be immediately converted to Revolving Loans  by
the Bank and evidenced by the Revolving Note.  If at any time any
Event  of  Default occurs and any portion of any Credits  remains
unfunded, the Borrower for whose account such Credits were issued
shall  pay to the Bank in cash for application to future drawings
under  the  outstanding Credits, an amount equal to the aggregate
unfunded  portion of the outstanding Credits.   If  the  Borrower
does   not  pay  such  amount  on  demand,  notwithstanding   the
limitation  contained  in Section 2.2.1,  such  amount  shall  be
immediately  paid  by  the Borrower by  Revolving  Loans  to  the
Borrower  from  the  Bank.   Such  amount  shall  be  immediately
converted  to a Revolving Loan by the Bank and shall be evidenced
by  the Revolving Note.  The amount of such Revolving Loans shall
be  held  by  the  Bank in pledge securing all of the  Borrower's
obligations  under  this  Agreement,  with  the  Borrower  hereby
granting the Bank a continuing security interest in such funds as
security   for  the  Indebtedness  of  the  Borrower  until   the
Commitments have all terminated, all Indebtedness of the Borrower
has  been  paid  in full, and no further Credits issued  for  the
account of the Borrower are outstanding.

      Section  2.3.6.  Hold Harmless.  The Bank  shall  have  the
right  to deliver the Credit through any correspondents or agents
(the  "Correspondents") that the Bank in its sole discretion  may
choose.   Except  in the case of the Bank's gross  negligence  or
willful  misconduct, the Borrower shall hold  the  Bank  harmless
from  any actions that arise out of the handling of such delivery
by  the Correspondents making the delivery.  The Borrower further
agrees  that the Bank and any Correspondent shall not in any  way
be  responsible for performance by any beneficiary of obligations
to   the  Borrower  nor  for  the  form,  validity,  sufficiency,
correctness,   truthfulness  or  genuineness  of  any   documents
delivered  in connection with any Credit, even if such  documents
should  in  fact  prove  to be in any or  all  respects  invalid,
insufficient,  fraudulent or forged; for failure  of  any  Credit
draft  to bear any reference or correct reference to the  Credit;
for  errors, omissions, or delays in transmission or delivery  of
any  messages,  whether  by  mail,  cable,  teletransmission,  or
otherwise;  or  for  any  error,  neglect  or  default   of   any
Correspondents.  The Borrower further agrees that, if any of  the
above events should occur, such event will not affect, impair  or
prevent  the Borrower's liability or the Bank's rights or  powers
hereunder.   No  liability shall attach to the  Bank  or  to  the
Correspondents  for  any  losses or  damage,  in  consequence  of
present or future laws, censorships, regulations, decrees, orders
or  restrictions, right or wrongfully exercised by an de facto or
de  jure government or governmental agency.  Without limiting the
foregoing,  and  in addition to any other provision  hereof,  the
Bank  is  hereby expressly authorized and directed to  honor  any
request  for  payment which is made under and in compliance  with
the  terms of the Credit without regard to, and without any  duty
on the Bank's part to inquire into, the existence of any disputes
or  controversies between the Borrower and the beneficiary or any
other  person,  firm, or corporation, or the  respective  rights,
duties  or  liabilities of any of them or whether  any  facts  or
occurrences  represented  in any documents  presented  under  the
Credit are true and correct.  The Borrower fully understands  and
agrees that the sole obligation of the Bank to the Borrower shall
be  limited  to honoring requests for payment made under  and  in
compliance with the Credit and the obligation of the Bank remains
so limited even if the Bank may have assisted the Borrower in the
preparation  of  the  wording  of the  Credit  or  any  documents
required  to be presented thereunder or if the Bank may otherwise
be aware of the underlying transaction giving rise to the Credit.
If the Bank, in its sole discretion and at the written request of
the  Borrower, agrees to any change or modification to the amount
or  terms  of  any  Credit or any instrument or document  related
thereto, the Borrower agrees that this Agreement shall be binding
upon  it  with  regard to any changes or modifications  and  with
regard  to  any  actions taken by the Bank or by  any  agents  or
Correspondents relative thereto.



                           ARTICLE III

                       ACQUISITION LOANS

      Section 3.1.  The Acquisition Loan Commitment.  Subject  to
the  terms  and conditions of this Agreement, the Bank agrees  to
extend  credit  to the Borrower during the period from  the  date
hereof until January 20, 1999 by making Acquisition Loans to  the
Borrower  from  time  to time for the account  of  the  Borrower;
provided,  however,  (i)  advances  under  the  Acquisition  Loan
Commitment  are  subject to a sublimit for geophysical  equipment
purchases and loan availability limits, all as set forth  in  the
definition of Borrowing Base Amount applicable to the Acquisition
Loan  Commitment, and (ii) that at no time shall the sum  of  the
aggregate  principal amount of Acquisition Loans to the  Borrower
at such time outstanding exceed the Borrowing Base Amount then in
effect.   In the event, at any time, and from time to  time,  the
sum  of  all outstanding Acquisition Loans issued and outstanding
to the Borrower exceeds the Borrowing Base Amount then in effect,
the Borrower shall prepay the Acquisition Loans by such an amount
to  cause  the  sum of the Acquisition Loans outstanding  to  the
Borrower to equal the Borrowing Base Amount (or, at the option of
the  Bank,  the Borrower may post cash collateral to secure  such
deficiency  in the Borrowing Base Amount).  The Acquisition  Loan
Commitment is a non-revolving loan commitment.

     Section 3.2.  Acquisition Loans.

      Section 3.2.1.  Acquisition Note.  Subject to the terms and
conditions of this Agreement, the Bank agrees to make Acquisition
loans to the Borrower from time to time during the period of  the
date  hereof to January 20, 1999, provided however, that  (1)  no
such Acquisition Loan shall exceed an amount which, when added to
(i)  the  aggregate principal amount of all Acquisition Loans  to
the  Borrower at such time outstanding exceeds the Borrowing Base
Amount  then in effect.  The Borrower's obligation to  repay  the
Acquisition Loans made by the Bank shall be evidenced by a master
promissory  note  of  the Borrower (said  promissory  note  being
herein  referred to as the "Acquisition Note"),  payable  to  the
order  of the Bank in the principal sum of $9,000,000.00 or  such
other  or lesser amount as may be reflected from time to time  on
the  books  and  records of the Bank as evidencing the  aggregate
unpaid  principal  balance  of  Acquisition  Loans  made  to  the
Borrower, with a final maturity of January 20, 2000, and  bearing
interest  at  the  rate  or rates from time  to  time  in  effect
pursuant  to  the  terms of Article VI hereof.  Interest  on  the
Acquisition Note shall be payable in accordance with the terms of
Section 6.2 hereof.

      Section  3.2.2.  Manner and Notice of Borrowing  Under  the
Acquisition  Loan  Commitment.  Requests For Advances  under  the
Acquisition  Loan  Commitment may be  made  by  the  Borrower  in
person,  in writing (including facsimile transmission) or through
telephone  calls  to the Bank and such requests  shall  be  fully
authorized  by  the Borrower if made by any one  of  the  persons
designated  by  the Borrower in writing to the  Bank.   The  Bank
shall  have  the  right, but not the obligation,  to  verify  any
telephone requests by calling the person who made the request  at
the telephone number designated by the Borrower in writing to the
Bank.   Requests For Advances must be received by not later  than
11:00  a.m.  (Central Time) on the date of the proposed  advance.
Not later than the close of business on the date of such request,
assuming  all conditions of this Agreement for such  advance  has
been  satisfied,  the  Bank will make such advance.   The  amount
thereof  shall  be  credited by the Bank to the checking  account
maintained  in  the name of the Borrower with the  Bank  and  the
credit  advice  resulting  therefrom  shall  be  mailed  to   the
Borrower.  The Bank's copy of such credit advice indicating  such
deposit to the account of the Borrower shall be deemed conclusive
evidence of the Borrower's indebtedness to the Bank in connection
with  such  borrowing.   The  aggregate  outstanding  amount   of
principal  and  interest due by the Borrower at  any  given  time
under the Acquisition Loan Commitment shall be and constitute the
indebtedness  of  the Borrower to the Bank under the  Acquisition
Note made by the Borrower.  When each Acquisition Loan is made by
the  Bank to the Borrower hereunder, the Borrower shall be deemed
to  have renewed and reissued its Acquisition Note for the amount
of  the advance plus all amounts due by the Borrower to the  Bank
under  the Acquisition Loan Commitment immediately prior to  such
advance.

      Section  3.2.3.   Borrowings  Under  the  Acquisition  Loan
Commitment.  Within the limits of the Acquisition Loan Commitment
and  subject  to the terms and conditions of this Agreement,  the
Bank shall only be obligated to lend the Borrower an amount which
will not cause the Borrowing Base Amount to be exceeded.

      Section  3.2.4.  Payment of the Acquisition Note Under  the
Acquisition  Loan  Commitment.  Interest on the unpaid  principal
balance  of  the Acquisition Note shall be payable quarterly  for
the first twelve (12) months.  Thereafter, principal and interest
shall  be  paid quarterly based on a five (5) year straight  line
amortization, with a final maturity of January 20, 2000.  In  the
event at any time the aggregate outstanding principal amounts  of
the  Acquisition Loans to the Borrower causes the Borrowing  Base
Amount to be exceeded, the Borrower shall immediately upon demand
by the Bank prepay its Acquisition Note in an amount necessary to
cause  the  aggregate principal amount of its unpaid  Acquisition
Loans  to  equal the Borrowing Base Amount (or, at the option  of
the  Bank,  the Borrower may post cash collateral to secure  such
deficiency  in  its Borrower Base Amount).  The  Borrower  hereby
authorizes the Bank to debit the Dominion Account to pay interest
due  on the Acquisition Note on each Interest Payment Date during
the first twelve (12) months.  The Bank agrees to give notice  to
the  Borrower of any debits to the said funding account  used  to
pay  interest within three (3) Business Days following each  such
debit.

     Section 3.2.5.  Use of Proceeds.  The Borrower shall use the
proceeds  of  the Acquisition Loan Commitment solely  to  finance
capital expenditures and acquisitions.

     Section 3.2.6.  Overlines and Overadvances.  Notwithstanding
the  provisions of Section 3.2.1 hereof, in the event that at any
time  the  aggregate unpaid principal amount of  the  Acquisition
Loans ever exceeds $9,000,000 (the maximum possible amount of the
Borrowing  Base  Amount), the Borrower agrees to pay  the  excess
amount  (an "overline") immediately upon demand by the Bank.   In
the  event  the unpaid principal amount of the Acquisition  Loans
ever  exceeds  the  Borrowing Base Amount  then  in  effect,  the
Borrower  agrees  to  pay  the excess amount  (an  "overadvance")
immediately  upon demand by the Bank.  Overlines and overadvances
shall bear interest at the rate (or at the highest rate, if  more
than  one rate is then in effect) borne by the Acquisition  Note.
Upon request of the Bank, the Borrower shall execute a promissory
note,  payable to the order of the Bank, to represent the  amount
of   any   overline   or  overadvance;  however,   the   Borrower
acknowledges  and agrees that the records of the  Bank  and  this
Agreement shall constitute conclusive evidence of any overline or
overadvance  and  the  obligation of the Borrower  to  repay  any
overline  or  overadvance,  with  interest.   All  overlines  and
overadvances for which the Bank has not demanded payment earlier,
and all unpaid and accrued interest on overlines and overadvances
not  due  and  payable earlier, shall be due and payable  on  the
Termination Date.  The Borrower acknowledges and agrees that  the
Bank  is not obligated to the Borrower to fund any advance  which
would create an overline or overadvance.


                            ARTICLE IV

                            TERM LOAN

      Section  4.1.   The  Term  Loan.   Subject  to  the  terms,
conditions and provisions of this Agreement, the Bank  agrees  to
make  a term loan  (the "Term Loan") to the Borrower in an amount
not to exceed $10,951,810.41 ("Term Loan Commitment").

     Section 4.2.  The Term Note.  The Borrower's indebtedness to
the  Bank  pursuant  to the Term Loan shall  be  evidenced  by  a
promissory  note  of  the Borrower (said  promissory  note  being
herein  referred to as the "Term Note"), payable to the order  of
the  Bank  in  the principal sum of the amount of the  Term  Loan
Commitment,  with  a  final maturity of  January  20,  2000,  and
bearing interest at the rate or rates from time to time in effect
pursuant  to the terms of Article VI hereof the Term  Note.   The
Term  Note  shall  be due and payable in quarterly  installments,
based  on a five (5) year straight line amortization, but with  a
final maturity of January 20, 2000.

      Section 4.3.  Prepayments of the Term Loan.  A two  percent
(2%)  prepayment fee shall be payable by the Borrower to the Bank
in  the  event the Borrower prepays the Term Loan (or any portion
thereof)  within  twelve  (12)  months  from  the  date  of  this
Agreement with loan proceeds from another lender.  Otherwise, the
Borrower shall have the right to prepay the Term Loan in whole or
in  part at any time without payment of premium or penalty, other
than for Funding Losses incurred by the Bank as a result thereof.

     Section 4.4.  Proceeds.  The proceeds of the Term Loan shall
be  used  by the Borrower to refinance the "Bridge Loan" made  to
Omni  Geophysical  and  Aviation by  the  Bank  under  the  First
Restated Agreement.


                            ARTICLE V

                              FEES

      Section  5.1.  Commitment Fee.  In addition to  the  Credit
fees  and  commissions  described in  Section  2.3.3  above,  the
Borrower  shall  pay to the Bank a commitment fee of  $10,792.00,
payable  upon  execution of this Agreement by the Borrower.   The
Borrower  hereby  authorizes  the  Bank  to  debit  its   account
maintained with the Bank for collection of the fee.  In addition,
the  parties  have  entered  into a letter  agreement  addressing
additional commitment fee matters.

     Section 5.2.  Unused Fee.  The Borrower shall pay the Bank a
fee  equal  to  0.38%  per annum on the  unused  portion  of  the
Revolving  Loan  Commitment and the Acquisition Loan  Commitment,
payable  quarterly  in arrears, commencing April  20,  1998,  and
quarterly  thereafter, and on the Termination Date.   The  unused
portion of the Revolving Loan Commitment and the Acquisition Loan
Commitment  shall be determined on a daily basis  by  subtracting
from   $19,000,000.00  the  amount  of  all  Acquisition   Loans,
Revolving  Loans, and Credits outstanding, and by averaging  said
daily  amounts  for  the  period for  which  the  fee  is  to  be
determined.

      Section  5.3.  Stock Option.  The provisions  of  paragraph
3(c)(ii)  of the Second Amendment to the First Restated Agreement
shall remain in effect.


                           ARTICLE VI

                  INTEREST PAYABLE ON THE LOANS

      Section  6.1.  Interest on the Loans.  The unpaid principal
amounts of all Loans or Tranches shall bear interest at the LIBOR
Rate plus the Applicable Margin then in effect for such Loans  as
determined  by the Bank at the time such LIBOR Rate is determined
for any of the Loans or Tranches thereof.

      Section  6.2.   Payment of Interest on the Loans.  Interest
on  all  Loans shall be payable on the last Business Day of  each
quarter  and on the final maturity date of each such  Loan  (each
such interest payment date for any Loan being herein referred  to
as an "Interest Payment Date").


                           ARTICLE VII

                   CERTAIN GENERAL PROVISIONS

      Section  7.1.   Payments  to the  Bank.   All  payments  of
principal,  interest, commitment fees and any other  amounts  due
hereunder  or under any of the other Related Documents  shall  be
made  to  the Bank at the Bank's office at 313 Carondelet Street,
New  Orleans, Louisiana 70130, or at such other location that the
Bank  may from time to time designate in writing to the Borrower,
in each case in immediately available funds.

      Section 7.2.  No Offset, etc.  All payments by the Borrower
hereunder and under any of the other Related Documents  shall  be
made  without  setoff or counterclaim and free and clear  of  and
without   deduction  for  any  taxes,  levies,  imposts,  duties,
charges,   fees,  deductions,  withholdings,  compulsory   loans,
restrictions or conditions of any nature now or hereafter imposed
or  levied  by  any  jurisdiction or  any  political  subdivision
thereof  or taxing or other authority therein unless the Borrower
is  compelled  by law to make such deduction or withholding.   If
any such obligation is imposed upon the Borrower with respect  to
any amount payable by it hereunder or under any of the other Loan
Documents,  the  Borrower will pay to the Bank, on  the  date  on
which  such  amount is due and payable hereunder  or  under  such
other  Related  Document, such additional amount  in  Dollars  as
shall  be  necessary to enable the Bank to receive the  same  net
amount which the Bank would have received on such due date had no
such  obligation  been imposed upon the Borrower.   The  Borrower
will  deliver  promptly to the Bank certificates or  other  valid
vouchers  for  all taxes or other charges deducted from  or  paid
with  respect to payments made by the Borrower hereunder or under
such other Loan Documents.

     Section 7.3.  Computations.  All computations of interest on
the  Loans  and  of  commitment or other fees shall  be  assessed
utilizing a 360-day daily interest factor over the number of days
in an actual calendar year (365 days or 366 days in a leap year).
The  Bank  shall determine each interest rate applicable  to  the
Loans   in  accordance  with  this  Agreement,  and  the   Bank's
determination  of  same shall be conclusive  in  the  absence  of
manifest  error.  Except as otherwise provided in the  definition
of  the  term "Interest Period", whenever a payment hereunder  or
under  any of the other Related Documents becomes due  on  a  day
that  is not a Business Day, the due date for such payment  shall
be  extended  to the next succeeding Business Day,  and  interest
shall  accrue during such extension.  The outstanding  amount  of
the  Loans as reflected on the Bank's books and records from time
to  time  shall  be  prima  facie  evidence  of  the  amounts  so
outstanding.

      Section  7.4.  Inability to Determine LIBOR Rate.   In  the
event, prior to the commencement of any Interest Period, the Bank
shall  determine  or  be  notified that adequate  and  reasonable
methods  do not exist for ascertaining the LIBOR Rate that  would
otherwise determine the rate of interest to be applicable to  the
Loans  during any Interest Period, the Bank shall forthwith  give
notice  of  such  determination (which shall  be  conclusive  and
binding  on  the  Borrower) to the Borrower.  In such  event  the
Loans  (or any Tranches thereof) will automatically, on the  last
day  of then current Interest Period applicable to such Loans  or
Tranches, become a Base Rate Loan until the Bank determines  that
the circumstances giving rise to such suspension no longer exist,
whereupon the Bank shall so notify the Borrower.

       Section  7.5.   Illegality.   Notwithstanding  any   other
provisions  herein,  if  any present or future  law,  regulation,
treaty  or directive or the interpretation or application thereof
shall  make  it  unlawful  for the Bank  to  make  available,  or
maintain in effect, the LIBOR Rate, the Bank shall forthwith give
notice  of  such circumstances to the Borrower and thereupon  any
Loans  bearing  interest  at  a LIBOR  Rate  shall  be  converted
automatically to Base Rate Loans on the last day of then  current
Interest  Period applicable to such Loans or within such  earlier
period  as  may  be required by law.  The Borrower  hereby  agree
promptly to pay the Bank, upon demand by the Bank, any additional
amounts  necessary to compensate the Bank for any costs  incurred
by  the  Bank  in making any conversion in accordance  with  this
paragraph, including any interest or fees payable by the Bank  to
lenders  of  funds obtained by it in order to make available,  or
maintain in effect, the LIBOR Rate for the Loans.

      Section  7.6.   Additional Costs, etc.  If any  present  or
future applicable law, which expression, as used herein, includes
statutes,  rules  and regulations thereunder and  interpretations
thereof  by any competent court or by any governmental  or  other
regulatory  body  or official charged with the administration  or
the interpretation thereof and requests, directives, instructions
and  notices at any time or from time to time hereafter made upon
or  otherwise  issued to the Bank by any central  bank  or  other
fiscal,  monetary or other authority (whether or not  having  the
force of law), shall:

     (1)   subject  the  Bank  to any tax,  levy,  impost,  duty,
     charge,  fee,  deduction or withholding of any  nature  with
     respect  to  this Agreement, the other Related Documents  or
     the Indebtedness (other than taxes based upon or measured by
     the revenue, income or profits of the Bank), or

     (2)   materially  change the basis of taxation  (except  for
     changes  in taxes on revenue, income or profits) of payments
     to  the  Bank  of  the principal of or the interest  on  the
     Indebtedness of any other amounts payable to the Bank  under
     this Agreement or the other Related Documents, or

     (3)  impose or increase or render applicable (other than  to
     the  extent  specifically provided  for  elsewhere  in  this
     Agreement)   any   special  deposit,  reserve,   assessment,
     liquidity,  capital  adequacy or other similar  requirements
     (whether or not having the force of law) against assets held
     by,  or  deposits in or for the account of, or loans by,  or
     commitments of an office of the Bank, or

     (4)  impose on the Bank any other conditions or requirements
     with  respect  to  this Loan Agreement,  the  other  Related
     Documents, the Indebtedness, or any class of loans of  which
     the  Indebtedness forms a part, and the result of any of the
     foregoing is

                (i)   to increase the cost to the Bank of making,
          funding,  issuing, renewing, extending  or  maintaining
          the Indebtedness or issuing Credits, or

                (ii)  to reduce the amount of principal, interest
          or  other  amount  payable to  the  Bank  hereunder  on
          account of such the Indebtedness, or

                (iii)     to require the Bank to make any payment
          or   to  forego  any  interest  or  other  sum  payable
          hereunder,  the  amount of which  payment  or  foregone
          interest or other sum is calculated by reference to the
          gross  amount of any sum receivable or deemed  received
          by  the Bank from Borrower hereunder, then, and in each
          such  case, the Borrower will, upon demand made by  the
          Bank at any time and from time to time and as often  as
          the  occasion therefor may arise, pay to the Bank  such
          additional  amounts as will be sufficient to compensate
          the  Bank for such additional cost, reduction,  payment
          or foregoing interest or others sum.

      Section  7.7.  Capital Adequacy.  If after the date  hereof
the  Bank  determines that (a) the adoption of or change  in  any
law,   governmental  rule,  regulations,  policy   guideline   or
directive  (whether  or not having the force  of  law)  regarding
capital requirements for banks or bank holding companies  or  any
change in the interpretation or application thereof by a court or
governmental  authority  with appropriate  jurisdiction,  or  (b)
compliance  by the Bank or any corporation controlling  the  Bank
with any law, governmental rule, regulation, policy, guideline or
directive  (whether or not having the force of law) of  any  such
entity regarding capital adequacy, has the effect of reducing the
return  on the Bank's Loans to a level below that which the  Bank
could  have  achieved but for such adoption, change or compliance
(taking into consideration the Bank's then existing policies with
respect to capital adequacy and assuming full utilization of such
entity's  capital)  by  any  amount deemed  by  the  Bank  to  be
material,  then the Bank may notify the Borrower  of  such  fact.
The  Borrower  agrees  to pay the Bank for  the  amount  of  such
reduction in the return on capital as and when such reduction  is
determined  upon  presentation by the Bank of a certification  in
accordance with Section 7.8.

      Section  7.8.   Certificate; Optional Right of  Prepayment.
The  Bank  shall provide the Borrower with a certificate  setting
forth  any  additional amounts which it declares  to  be  payable
pursuant   to  Sections  7.6  and  7.7  hereof,  and  a  complete
explanation  of  such  amounts  which  are  due,  and  each  such
certificate shall be conclusive, absent manifest error, that such
amounts are due and owing.  The Borrower shall have the right, at
any  time  within 90 days of receipt of any such certificate,  to
prepay all the Loans (subject to any and all prepayment penalties
and  obligations to pay Funding Losses under the  terms  of  this
Agreement)  without  being obligated to pay any  such  additional
costs  set forth in such certificate, after which the Bank  shall
promptly  terminate,  discharge and release  of  record  (at  the
Borrowers'  expense)  all  of  its  Encumbrances  affecting   the
Collateral and return all Collateral to the Borrower.

      Section  7.9.  Indemnity.  The Borrower agrees to indemnify
the  Bank and to hold the Bank harmless from and against any  and
all  Funding Losses or any other loss, cost or expense  that  the
Bank may sustain or incur as a consequence of (a) default by  the
Borrower in payment of the principal amount of or any interest on
any  Indebtedness as and when due and payable, including any such
loss or expense arising from interest or fees payable by the Bank
to lenders of funds obtained by it in order to maintain its LIBOR
Rate in effect for the Loans, or (b) the making of any payment of
Indebtedness on a day that is not the last day of the  applicable
Interest  Period, including interest or fees payable by the  Bank
to lenders of funds obtained by it in order to maintain its LIBOR
Rate in effect for the Loans.


                           ARTICLE VIII

                  SECURITY FOR THE INDEBTEDNESS

      Section 8.1.  Security.  The Indebtedness shall be  secured
by the following:

     (a)  the Security Agreements;

     (b)  the Mortgage;

      (c)  Commercial Guaranty of the Borrower's indebtedness  to
the Bank by Aviation; and

      (d)  Commercial Guaranty of the Borrower's indebtedness  to
the Bank by Omni Marine.

The  Borrower understands and acknowledges that items (a) and (b)
above  constitute  a  first priority mortgage  lien  or  security
interest, as the case may be, in favor of the Bank.



                            ARTICLE IX

                       CONDITIONS PRECEDENT

      Section 9.1.  General Conditions Precedent to All Loans and
Credits.  The obligation of the Bank to make any Loan or to issue
any Credit hereunder shall be subject to the satisfaction and the
continued satisfaction of the following conditions precedent:

      (a)  The Borrower shall have executed and delivered to  the
Bank this Agreement, the Collateral Documents, the Notes and  all
other  documents  required by this Agreement, and  the  Guarantor
shall have executed and delivered to the Bank this Agreement, the
Guaranty, and all other documents required by this Agreement, all
in  form and substance and in such number of counterparts as  may
be required by the Bank;

      (b)  The representations and warranties of the Borrower and
the  Guarantor  as  set forth herein, or in any Related  Document
furnished to the Bank in connection herewith, shall be and remain
true and correct;

      (c)  The Bank shall have received a favorable legal opinion
of  counsel to the Borrower and the Guarantor, in form, scope and
substance satisfactory to the Bank;

      (d)  The Bank shall have received certified resolutions  of
the  Borrower and the Guarantor authorizing the execution of  all
documents contemplated hereby;

      (e)   The  Bank shall have received all fees,  charges  and
expenses which are due and payable as specified in this Agreement
or any Related Document;

      (f)   No  Default or Event of Default shall exist or  shall
result from the making of a Loan or the issuance of a Credit;

      (g)  The Borrower and the Guarantor shall have provided the
Bank  with  all  financial statements, reports  and  certificates
required  by this Agreement (including an initial borrowing  base
certificate  of  the  Borrower in the form  required  by  Section
11.1(g)  which is hereby required as a condition to  the  initial
advance of any kind to the Borrower hereunder);

       (h)   The  Bank  shall  have  received  the  articles   of
incorporation  and bylaws, as amended, of the  Borrower  and  the
articles  of  organization,  operating  agreement,  articles   of
incorporation, and bylaws, as amended, of the Guarantor, and  the
Bank's counsel shall have reviewed the foregoing documents and is
satisfied with the validity, due authorization and enforceability
thereof and of all Related Documents;

     (i)  The Bank shall have received evidence acceptable to the
Bank  and  its  counsel  that  its  Encumbrances  affecting   the
Collateral shall have a first priority position, subject only  to
Permitted Encumbrances;

     (j)  The Borrower shall have complied with the procedure set
forth in this Agreement for the making of the particular type  of
Loan then being applied for;

     (k)  There shall have occurred no Material Adverse Change;

      (l)   The  Bank's due diligence and review of all financial
information provided by the Borrower and the Guarantor,  and  the
Bank's field audit of the Borrower's books and records, shall  be
satisfactory to the Bank;

      (m)   The  Bank's receipt of satisfactory evidence  of  the
prepayment  of  senior  and  subordinated  indebtedness  of   the
Borrower  and the Guarantor.  In the event all such debt  is  not
prepaid,  the outstanding amount thereof will reduce (dollar  for
dollar)  the  $10,500,000.00 limit specified in  Section  12.5(d)
below,  and the Bank's receipt, if applicable, of a subordination
agreement  affecting such debt.  The Bank reserves the  right  to
allow the Borrower a period of sixty (60) days (from the date  of
this Agreement) to obtain any necessary subordination agreement;

      (n)   The Bank's receipt of a current listing of all senior
and subordinated debt of the Borrower (on a consolidated basis);

      (o)   The Bank's receipt of a current balance sheet of  the
Borrower; and

      (p)   The Bank's receipt of satisfactory evidence that  the
Borrower  received not less than $35,000,000.00 in proceeds  from
its recent initial public offering.



                            ARTICLE X

                  REPRESENTATIONS AND WARRANTIES

      The Borrower and the Guarantor represent and warrant to the
Bank as follows:

      Section  10.1.  Corporate Authority.  Each  Borrower  is  a
corporation  duly created, validly existing and in good  standing
under  the  laws of its state of Louisiana, and is duly qualified
and  in  good  standing  as a foreign corporation  in  all  other
jurisdictions where the failure to qualify would have an  adverse
effect  upon  its ability to perform its obligations  under  this
Agreement and all Related Documents.  The Borrower has the  power
to enter into this Agreement, issue the Notes, mortgage and grant
the  liens and security interests in the Collateral in the manner
and  for  the  purpose contemplated by the Collateral  Documents.
The  Borrower has the corporate power to perform its  obligations
hereunder  and  under  the  Related Documents.   The  making  and
performance  by  the Borrower of the Related Documents  have  all
been  duly  authorized by all necessary company action (including
all necessary member action), and do not and will not violate any
provision  of  any law, rule, regulation, order, writ,  judgment,
decree,  determination  or  award  presently  in  effect   having
applicability  to  the Borrower or the articles of  incorporation
and/or bylaws of the Borrower.  The making and performance by the
Borrower of the Related Documents to which it is a party  do  not
and  will not result in a breach of or constitute a default under
any  indenture or loan or credit agreement or any other agreement
or instrument to which the Borrower is a party or by which it may
be  bound or affected, or result in, or require, the creation  or
imposition of any mortgage, deed of trust, pledge, lien, security
interest or other charge or encumbrance of any nature (other than
as contemplated by the Related Documents) upon or with respect to
any  of  the  properties now owned or hereafter acquired  by  the
Borrower,  and  the  Borrower  is not  in  default  under  or  in
violation   of   any   such   order,  writ,   judgment,   decree,
determination,  award, indenture, agreement or instrument.   Each
of  the  Related  Documents to which  the  Borrower  is  a  party
constitutes  a  legal,  valid  and  binding  obligations  of  the
Borrower, enforceable in accordance with its terms.  Omni  Marine
is  a  corporation duly created, validly existing,  and  in  good
standing under the laws of the State of Louisiana.  Omni Marine's
execution  of  this Agreement, the Guaranty, and  the  Collateral
Documents  to  which it is a party, has been  authorized  by  all
necessary corporate action, and each such document constitutes  a
legal,  valid, and binding obligation of Omni Marine, enforceable
in  accordance  with its terms.  Aviation is a limited  liability
company  duly  created, validly existing, and  in  good  standing
under  the laws of the State of Missouri.  Aviation is registered
to  do  business in the State of Louisiana.  Aviation's execution
of  this Agreement, the Guaranty, and the Collateral Documents to
which it is a party, has been authorized by all necessary action,
and  each  such document constitutes a legal, valid, and  binding
obligation of Aviation, enforceable in accordance with its terms.

      Section 10.2.  Financial Statements.  The balance sheet  of
the  Borrower at the date thereof, and the related statements  of
income  and retained earnings for the year then ended, copies  of
which  have been delivered to the Bank, are complete and  correct
and fairly present the financial condition of such entities as of
the  date  or  dates thereof.  Each of said financial  statements
were  prepared  in  conformity  with  GAAP  applied  on  a  basis
consistent  with the preceding year.  No Material Adverse  Change
has occurred since said dates in the financial position or in the
results  of operations of the Borrower in their businesses  taken
as a whole.

      Section  10.3.  Title to Collateral.  The Borrower  or  the
Guarantor,  as applicable, has good and marketable title  to  the
Collateral,  free  and  clear  of  all  Encumbrances  other  than
Permitted  Encumbrances.   The  Collateral  Documents  constitute
legal,  valid  and perfected first Encumbrances on  the  property
interests    covered   thereby,   subject   only   to   Permitted
Encumbrances.

     Section 10.4.  Litigation.  Other than as has been disclosed
previously  to  the Bank in writing, there are no legal  actions,
suits  or  proceedings pending or threatened against or affecting
the  Borrower,  the Guarantor, or any of their properties  before
any  court  or administrative agency (federal, state  or  local),
which,  if  determined adversely to any of the  Borrower  or  the
Guarantor  would constitute a Material Adverse Change to  any  of
them,  and  there  are  no  judgments or  decrees  affecting  the
Borrower  or  its  property (including, without  limitation,  the
Collateral)  which are or may become an Encumbrance against  such
property.

       Section  10.5.   Approvals.   No  authorization,  consent,
approval  or  formal exemption of, nor any filing or registration
with,  any  governmental body or regulatory  authority  (federal,
state  or local), and no vote, consent or approval of the members
of  the  Borrower is or will be required in connection  with  the
execution  and delivery by the Borrower of the Related  Documents
or  the  performance by the Borrower of its obligations hereunder
and under the other Related Documents.

      Section  10.6.  Required Insurance.  The Borrower  and  the
Guarantor  shall maintain insurance with insurance  companies  in
such  amounts  and  against such risks as is usually  carried  by
owners  of similar businesses and properties in the same  general
areas  in which each of them operates, and as shall be reasonably
satisfactory to the Bank, in each case with the Bank named as the
loss  payee and/or additional insured, as appropriate.   Aviation
shall  also carry such insurance coverages as may be required  by
the Aircraft Security Agreement.

      The  Borrower and the Guarantor agree to provide  the  Bank
with originals or certified copies of such policies of insurance.
The  Borrower and the Guarantor further agree to promptly furnish
the Bank with copies of all renewal notices and, if requested  by
the Bank, with copies of receipts for paid premium.  The Borrower
and  the  Guarantor  shall provide the  Bank  with  originals  or
certified  copies  of  all  renewal or  replacement  policies  of
insurance  no  later  than  fifteen (15)  days  before  any  such
existing  policy  or policies should expire.  If  the  Borrowers'
and/or the Guarantor's insurance policies required hereunder  and
renewals thereof are held by another person, the Borrower and the
Guarantor  agree to supply original or certified  copies  of  the
same to the Bank within the time periods required above.

      Section  10.7.  Licenses.  The Borrower and  the  Guarantor
possess  adequate  franchises, licenses and permits  to  own  its
properties and to carry on their business as presently conducted.

      Section  10.8.  Adverse Agreements.  The Borrower  and  the
Guarantor  are  not parties to any agreement or  instrument,  nor
subject  to  any  charter  or other restriction,  materially  and
adversely   affecting  the  business,  properties,   assets,   or
operations  of  the  Borrower  or  the  Guarantor  or   its/their
condition  (financial  or otherwise), and the  Borrower  and  the
Guarantor  are  not in default in the performance, observance  or
fulfillment  of any of the obligations, covenants  or  conditions
contained  in  any agreement or instrument to which  they  are  a
party, which default would constitute a Material Adverse Change.

      Section 10.9.  Default or Event of Default.  No Default  or
Event of Default hereunder has occurred or is continuing or  will
occur as a result of the giving effect hereto.

      Section  10.10.   Employee Benefit  Plans.   Each  employee
benefit  plan  as  to which the Borrower may have  any  liability
complies   in   all   material  respects  with   all   applicable
requirements of law and regulations, and (i) no Reportable  Event
(as defined in ERISA) has occurred with respect to any such plan,
(ii)  the  Borrower  has  not withdrawn from  any  such  plan  or
initiated steps to do so, and (iii) no steps have been  taken  to
terminate any such plan.

     Section 10.11.  Investment Company Act.  The Borrower is not
an   "investment  company"  or  a  company  "controlled"  by   an
"investment  company,"  within  the  meaning  of  the  Investment
Company Act of 1940, as amended.

      Section  10.12.  Public Utility Holding Company  Act.   The
Borrower is not a "holding company," or a "subsidiary company" of
a  "holding  company," within the meaning of the  Public  Utility
Holding Company Act of 1935, as amended.

     Section 10.13.  Regulations G, T and U.  The Borrower is not
engaged  principally, or as one of its important  activities,  in
the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulations G, T and
U  of the Board of Governors of the Federal Reserve System),  and
none of the proceeds of the Loans will be used for the purpose of
purchasing or carrying such margin stock.

      Section 10.14.  Location of Offices, Records, Equipment and
Inventory.   The chief place of business of the Omni Marine,  and
the office where the Omni Marine keeps its records concerning the
Collateral, is 315 South College, Suite 165, Lafayette, Louisiana
70503.   The chief place of business of Aviation, and the  office
where  Aviation  keeps its records concerning the Collateral,  is
301  Shepard Drive, Lafayette, Louisiana 70508.  The chief  place
of  business  of the Borrower, and the office where the  Borrower
keeps all of its records concerning the Collateral, is 4484  N.E.
Evangeline Thruway, Carencro, Louisiana 70520.

      Section 10.15.  Information.  All information heretofore or
contemporaneously  herewith furnished by  the  Borrower  and  the
Guarantor  to the Bank for the purposes of or in connection  with
this Agreement or any transaction contemplated hereby is, and all
information  hereafter furnished by or on behalf of the  Borrower
and the Guarantor to the Bank will be, true and accurate in every
material  respect  on  the date as of which such  information  is
dated  or certified; and none of such information is or  will  be
incomplete  by omitting to state any material fact  necessary  to
make such information not misleading.

      Section 10.16.  Environmental Matters.  Except as may  have
been  disclosed in writing to the Bank prior to the date  hereof,
no  properties of the Borrower has ever been, nor will ever be so
long   as  this  Agreement  remains  in  effect,  used  for   the
generation, manufacture, storage, treatment, disposal, release or
threatened release of any hazardous waste or substance, as  those
terms are defined in the Environmental Laws, except in compliance
with  such Environmental Laws.  Except as may have been disclosed
in  writing  by the Borrower to the Bank, the Borrower represents
and   warrants  that  it  is  in  material  compliance  with  all
Environmental Laws affecting it and its properties.

      No  friable asbestos, or any substance containing  asbestos
deemed  hazardous by federal or state regulations on the date  of
this  Agreement, has been installed in or on any of the  property
comprising  the Collateral.  The said property and  the  Borrower
are  not in violation of or subject to any existing, pending,  or
threatened investigation or inquiry by any governmental authority
or   to  any  remedial  obligations  under  any  applicable  laws
pertaining  to  health or the environment (hereinafter  sometimes
collectively  called "Applicable Environmental Laws"),  including
without  limitation  the  Comprehensive  Environmental  Response,
Compensation,  and  Liability Act of  1980,  as  amended  by  the
Superfund Amendments and Reauthorization Act of 1986 (as amended,
hereinafter  called  "CERCLA"),  the  Resource  Conservation  and
Recovery Act of 1976, as amended by the Used Oil Recycling Act of
1980,  the Solid Waste Disposal Act Amendments of 1980,  and  the
Hazardous  and  Solid  Waste  Amendments  of  1984  (as  amended,
hereinafter called "RCRA"), and this representation and  warranty
would continue to be true and correct following disclosure to the
applicable  governmental  authorities  of  all  relevant   facts,
conditions  and  circumstances, if any, pertaining  to  the  said
property  and  known  to  the Borrower.   The  Borrower  has  not
obtained  and is not required to obtain any permits, licenses  or
similar  authorizations to construct, occupy, operate or use  any
buildings, improvements, fixtures and equipment forming a part of
the said property by reason of any Applicable Environmental Laws.
No  hazardous substances or solid wastes have been disposed of or
otherwise released on or to the said property.  The use which the
Borrower makes and intends to make of the said property will  not
result  in  the  disposal  or  other  release  of  any  hazardous
substance  or solid waste on or to the said property.  The  terms
"hazardous  substance" and "release" as used  in  this  Agreement
shall have the meanings specified in CERCLA, and the terms "solid
waste"  and  "disposal" (or "disposed") shall have  the  meanings
specified in RCRA, provided, however, in the event that the  laws
of  the  State  of Louisiana establish a meaning  for  "hazardous
substance,"  "release,"  "solid waste," or  "disposal"  which  is
broader  than  that  specified in either  CERCLA  or  RCRA,  such
broader meaning shall apply.

      Section 10.17.  Solvency of the Borrower and the Guarantor.
The Borrower and the Guarantor are, and after consummation of the
transactions contemplated by this Agreement (including the making
of  the  Loans and the issuance of the Credits), and after giving
effect  to  all  obligations incurred by  the  Borrower  and  the
Guarantor in connection herewith, will be, Solvent.

     Section 10.18.  Governmental Requirements. The Collateral is
in   compliance   with  all  current  governmental   requirements
affecting the said property.

      Section  10.19.   Existing Lease.   The  Borrower,  as  the
successor-by-merger to Omni Geophysical, represents and  warrants
that  it  has  a  lease affecting its present  business  location
located  on  I-49  North  in Lafayette  Parish,  Louisiana  which
extends through June of 1998.

      Section 10.20.  Survival of Representations and Warranties.
The Borrower and the Guarantor understand and agree that the Bank
is  relying  upon  the above representations  and  warranties  in
making the Loans to the Borrower.  The Borrower and the Guarantor
further  agree that the foregoing representations and  warranties
shall be continuing in nature and shall remain in full force  and
effect until such time as the Indebtedness shall be paid in full,
or  until  this Agreement shall be terminated, whichever  is  the
last to occur.


                            ARTICLE XI

                      AFFIRMATIVE COVENANTS

      In  addition  to the covenants contained in the  Collateral
Documents,  which covenants are hereby ratified and confirmed  by
the  Borrower and the Guarantor, as the case may be, the Borrower
and the Guarantor covenant and agree as follows:

      Section 11.1.  Financial Statements.  The Guarantor and the
Borrower will furnish or cause to be furnished to the Bank:

     (a)  as  soon  as  available  and in any  event  within  one
          hundred twenty (120) days following the close of fiscal
          year   of  the  Borrower,  audited,  consolidated   and
          consolidating  financial  statements  of  the  Borrower
          consisting  of a balance sheet as at the  end  of  such
          fiscal year and statements of income, and statement  of
          cash  flow for such fiscal year, setting forth in  each
          case in comparative form the corresponding figures  for
          the  preceding  fiscal year, certified  by  independent
          certified  public  accountants of  recognized  standing
          acceptable to the Bank,

     (b)  as  soon  as  available  and in any  event  within  one
          hundred twenty (120) days following the close of fiscal
          year of Omni Marine, Aviation, and any other Subsidiary
          of  the Borrower, audited financial statements of  Omni
          Marine,  Aviation,  and  any other  Subsidiary  of  the
          Borrower consisting of a balance sheet as at the end of
          such   fiscal  year  and  statements  of  income,   and
          statement  of  cash flow for such fiscal year,  setting
          forth   in   each   case   in  comparative   form   the
          corresponding  figures for the preceding  fiscal  year,
          certified  by independent certified public  accountants
          of recognized standing acceptable to the Bank,

     (c)  within  forty-five (45) days following the end of  each
          calendar  quarter, financial statements  consisting  of
          the  consolidated balance sheet of the Borrower  as  of
          the  end of such quarter, and a statement of income and
          statement  of  cash  flow  of the  Guarantor  for  such
          quarter  and for the fiscal year through such  quarter,
          all  certified  as materially true and correct  by  the
          chief financial officer of the Borrower as having  been
          prepared in accordance with GAAP consistently applied,

     (d)  within  forty-five (45) days following the end of  each
          calendar  quarter, financial statements  consisting  of
          the  balance  sheet of Omni Marine, Aviation,  and  any
          other Subsidiary of the Borrower as of the end of  such
          quarter,  and  a statement of income and  statement  of
          cash  flow  for  such quarter and for the  fiscal  year
          through such quarter, all certified as materially  true
          and  correct  by  the chief financial officer  of  Omni
          Marine,  Aviation,  and  any other  Subsidiary  of  the
          Borrower  as  having been prepared in  accordance  with
          GAAP consistently applied,

     (e)  within  sixty (60) days after the end of each  calendar
          quarter,  a  certificate signed by the chief  financial
          officer  of  the  Borrower,  certifying  that  he   has
          reviewed  this  Agreement  and  to  the  best  of   his
          knowledge  no Default or Event of Default has occurred,
          or  if  such Default or Event of Default has  occurred,
          specifying the nature and extent thereof, and that  all
          financial  covenants in this Agreement have  been  met,
          and  providing a computation of all financial covenants
          contained   herein,  and  details   of   any   waivers,
          amendments, or modifications of any covenant  contained
          in this Agreement,

     (f)  within  fifteen  (15) days following the  end  of  each
          calendar month, an aging of each the Borrower's and the
          Guarantor's Receivables and accounts payable,  together
          with  a  certificate  executed by the  chief  financial
          officer(s)   of   the  Borrower  and   the   Guarantor,
          identifying the amount of Qualified Receivables of  the
          Borrower as of the end of such month, in such form  and
          containing    such   representations   and   warranties
          regarding  the  Receivables as the Bank may  reasonably
          require,

     (g)  within  fifteen  (15) days following the  end  of  each
          calendar  month, and not less than weekly  during  each
          calendar month, and at any time upon the request by the
          Bank,   a   borrowing  base  certificate  showing   the
          Borrower's total Receivables, minus ineligibles,  total
          Qualified Receivables, in form and substance acceptable
          to  the  Bank, accompanied by such supporting documents
          as  may  be  required by the Bank, with the  Borrower's
          borrowing base certificate to be certified by the chief
          financial officer(s) of the Borrower, and

     (h)  such  other  necessary financial information concerning
          the   Borrower  and  the  Guarantor  as  the  Bank  may
          reasonably request from time to time.

     Section 11.2.  Notice of Default; Litigation; ERISA Matters.
The  Borrower  will give written notice to the Bank  as  soon  as
reasonably  possible and in no event more than five (5)  Business
Days  of  (i) the occurrence of any Default or Event  of  Default
hereunder  of  which it has knowledge or should  have  knowledge,
(ii) the filing of any actions, suits or proceedings against  the
Borrower  in  any court or before any governmental  authority  or
tribunal  of  which they have knowledge or should have  knowledge
which  could cause a Material Adverse Change with respect to  the
Borrower  and/or  the  Guarantor,  (iii)  the  occurrence  of   a
reportable  event  under,  or the institution  of  steps  by  the
Borrower  to  withdraw from, or the institution of any  steps  to
terminate, any employee benefit plan as to which the Borrower may
have liability, or (iv) the occurrence of any other action, event
or condition of any nature of which they have knowledge which may
cause,  or lead to, or result in, any Material Adverse Change  to
the Borrower and/or the Guarantor.

      Section  11.3.   Maintenance of Existence,  Properties  and
Liens.   Each of the Borrower and the Guarantor will (i) continue
to  engage in the business presently being operated by  it;  (ii)
maintain its existence and good standing in each jurisdiction  in
which it is required to be qualified; (iii) keep and maintain all
franchises, licenses and properties necessary in the  conduct  of
its  business in good order and condition; (iv) duly observe  and
conform   to   all  material  requirements  of  any  governmental
authorities  relative  to the conduct  of  its  business  or  the
operation of its properties or assets; and (v) maintain in  favor
of  the Bank a first perfected lien and security interest in  the
Collateral, subject only to other Permitted Encumbrances.

     Section 11.4.  Collateral Schedules and Locations.  As often
as  the  Bank  shall  reasonably require, the  Borrower  and  the
Guarantor shall deliver to the Bank schedules of such Collateral,
including  such  information as the Bank may  require,  including
without  limitation  names and addresses of account  debtors  and
agings of Receivables and General Intangibles.

      Section  11.5.   Taxes.   Each  of  the  Borrower  and  the
Guarantor  shall  pay or cause to be paid when  due,  all  taxes,
local and special assessments, and governmental and other charges
of  every  type and description, that may from time  to  time  be
imposed,  assessed and levied against it or its properties.   The
Borrower and the Guarantor further agree to furnish the Bank with
evidence that such taxes, assessments, and governmental and other
charges  due by the Borrower and the Guarantor have been paid  in
full  and  in a timely manner.  The Borrower and/or the Guarantor
may withhold any such payment or elect to contest any lien if the
Borrower  and/or  the Guarantor are in good faith  conducting  an
appropriate proceeding to contest the obligation to  pay  and  so
long as the Bank's interest in the Collateral is not jeopardized.

      Section 11.6.  Performance of Loan Documents.  The Borrower
and  the Guarantor shall duly and punctually pay and perform each
of  its obligations under the Notes, under this Agreement (as the
same  may  at any time be amended or modified and in effect)  and
under  each of the Related Documents to which it is a  party,  in
accordance with the terms hereof and thereof.

      Section  11.7.   Compliance with Environmental  Laws.   The
Borrower  shall comply with and shall cause all of its employees,
agents,  invitees or sublessees to comply with all  Environmental
Laws with respect to the disposal of industrial  refuse or waste,
and/or    the   discharge,   procession,   treatment,    removal,
transportation, storage and handling of hazardous or toxic wastes
and  substances, and pay immediately when due the cost of removal
of  any  such waste or substances from, and keep their properties
free  of  any  lien  imposed pursuant to any  such  laws,  rules,
regulations or orders.

      The  Borrower  shall give notice to the  Bank  as  soon  as
reasonably possible and in no event more than five (5) days after
it  receives  any compliance orders, environmental citations,  or
other  notices  from  any  governmental entity  relating  to  any
environmental condition relating to its properties  or  elsewhere
for   which  it  may  have  legal  responsibility  with  a   full
description  thereof; the Borrower agrees to  take  any  and  all
reasonable  steps, and to perform any and all reasonable  actions
necessary  or  appropriate  to  promptly  comply  with  any  such
citations, compliance orders or Environmental Laws requiring  the
Borrower to remove, treat or dispose of such hazardous materials,
wastes  or  conditions at the sole expense of  the  Borrower,  to
provide  the  Bank with satisfactory evidence of such compliance;
provided,  however, that nothing contained herein shall  preclude
the  Borrower  from  contesting any  such  compliance  orders  or
citations  if  such  contest is made in good  faith,  appropriate
reserves  are  established  for  the  payment  for  the  cost  of
compliance  therewith, and the Bank's security  interest  in  any
such  property affected thereby (or the priority thereof) is  not
jeopardized.

      Regardless of whether any Event of Default hereunder  shall
have  occurred and be continuing, the Borrower (i)  releases  and
waives  any  present  or  future  claims  against  the  Bank  for
indemnity  or  contribution  in the event  the  Borrower  becomes
liable  for remediation costs under and Environmental  Laws,  and
(ii)  agrees to defend, indemnify and hold harmless the Bank from
any  and  all liabilities (including strict liability),  actions,
demands, penalties, losses, costs or expenses (including, without
limitation, reasonable attorneys fees and remedial costs), suits,
administrative  orders,  agency  demand  letters,  costs  of  any
settlement  or  judgment  and  claims  of  any  and  every   kind
whatsoever  which  may now or in the future  (whether  before  or
after  the  termination of this Agreement) be paid, incurred,  or
suffered by, or asserted against the Bank by any person or entity
or  governmental agency for, with respect to, or as a  direct  or
indirect  result  of, the presence on or under,  or  the  escape,
seepage, leakage, spillage, discharge, emission, or release  from
or  onto the property of the Borrower of any hazardous materials,
wastes  or  conditions  regulated  by  any  Environmental   Laws,
contamination  resulting  therefrom,  or  arising  out   of,   or
resulting  from, the environmental condition of such property  or
the applicability of any Environmental Laws relating to hazardous
materials (including, without limitation, CERCLA or any so called
federal,  state  or  local "super fund"  or  "super  lien"  laws,
statute,  ordinance,  code, rule, regulation,  order  or  decree)
regardless  of whether or not caused by or within the control  of
the  Bank (the costs and/or liabilities described in (i) and (ii)
above  being hereinafter referred to as the "Liabilities").   The
covenants  and indemnities contained in this Section  11.7  shall
survive termination of this Agreement.

      Section  11.8.  Further Assurances.  The Borrower  and  the
Guarantor  will, at any time and from time to time,  execute  and
deliver such further instruments and take such further action  as
may  reasonably be requested by the Bank, in order  to  cure  any
defects  in the execution and delivery of, or to comply  with  or
accomplish  the  covenants  and  agreements  contained  in   this
Agreement or the Collateral Documents.

      Section  11.9.   Financial Covenants.  The  Borrower  shall
comply with the following covenants and ratios:

     (a)  The Borrower shall maintain on a consolidated, calendar
          quarterly  basis, a debt service coverage ratio  of  at
          least  1.25  to 1.0.  The term "debt service  coverage"
          means  the  sum  of net income before interest,  taxes,
          depreciation,  and  amortization,  less  dividends,  to
          current  maturities  of  long  term  debt  plus   total
          interest  expense.   EBITDA shall be  calculated  on  a
          rolling four quarters basis.

     (b)  The  Borrower shall not allow (on a consolidated basis)
          a ratio of Funded Debt divided by Tangible Net Worth to
          exceed 1.00 to 1.00 at any time.

     (c)  The  Borrower  shall  at  all  times  maintain  working
          capital  (on  a  consolidated basis)  of  greater  than
          $1,000,000.00.   For  the  purposes  hereof,   "working
          capital"  shall mean total consolidated current  assets
          (including   availability  under  the  Revolving   Loan
          Commitment)    less    total    consolidated    current
          liabilities.

     (d)  The  Borrower  shall  maintain  at  all  times,  on   a
          consolidated  basis, a Funded Debt to EBITDA  ratio  of
          not  more  than 3.5 to 1.0.  EBITDA shall be calculated
          on a trailing four quarters basis.

      Section 11.10.  Operations.  The Borrower and the Guarantor
shall  conduct their business affairs in a reasonable and prudent
manner  and in compliance with all applicable federal, state  and
municipal  laws,  ordinances, rules  and  regulations  respecting
their  properties, charters, businesses and operations, including
compliance   with  all  minimum  funding  standards   and   other
requirements of ERISA of 1974, and other laws applicable  to  any
employee benefit plans which they may have.

      Section 11.11.  Change of Location.  The Borrower  and  the
Guarantor shall, within ten (10) Business Days prior to any  such
addition  or  change, notify the Bank in writing of any  proposed
additions  to  or  changes in the location  of  their  respective
businesses.

      Section  11.12.  Employee Benefit Plans.  So long  as  this
Agreement remains in effect, the Borrower and the Guarantor  will
maintain each employee benefit plan as to which they may have any
liability, in compliance with all applicable requirements of  law
and regulations

       Section  11.13.   Deposit  Accounts.   The  Borrower,  the
Guarantor, and any Subsidiary of the Borrower, will maintain  all
substantial  deposit  and operating accounts (including  separate
tenant deposit accounts) with the Bank.

       Section  11.14.   Dominion  Account.   The  Borrower   has
established  a lockbox with the Bank into which all  proceeds  of
Receivables of the Borrower shall be remitted.  The Borrower will
promptly  direct its customers to remit payments of all of  their
accounts receivable to such lockbox.  Remittances received  under
the  lockbox  arrangement will be deposited by the  Bank  to  the
demand  deposit account maintained by the Borrower with the  Bank
(the  "Dominion  Account", account number 812378643).   The  Bank
shall have dominion over all funds in the Dominion Account.   The
Borrower shall deposit all payments of accounts receivable  which
are  not  remitted by customers directly to the Dominion  Account
into  the  Dominion  Account  on  the  date  such  remittance  is
received.   Amounts deposited into the Dominion Account  will  be
used  for  daily  loan  payments towards the  Revolving  Note  as
described in Section 2.2.6.  The Borrower will have no access  to
any  funds  in the Dominion Account for so long as this Agreement
remains in effect, the Revolving Note has not been paid in  full,
or  any  Credits  or other Indebtedness of the  Borrower  remains
outstanding.

      Section 11.15.  Field Audits; Other Information.   Each  of
the  Borrower and the Guarantor shall allow the Bank's  employees
and  agents  access  to  their books and records  and  properties
during normal business hours to perform field audits from time to
time.   The  Borrower shall pay all costs and expenses associated
with  such  field  audits.  The Borrower and the  Guarantor  will
provide  the  Bank with such other information as  the  Bank  may
reasonably request from time to time.

      Section 11.16.  Ownership of Aviation and Omni Marine.  The
Borrower  and the Guarantor covenant and agree that the  Borrower
shall  continue  to  own  100%  of the  membership  interests  of
Aviation  and  100% of the issued and outstanding stock  of  Omni
Marine.

      Section  11.17.   Sale of Collateral.   In  the  event  the
Borrower  or  any  Guarantor sells any  equipment  or  any  other
tangible  asset that is part of the Collateral, the Borrower  and
the  Guarantor agree to pay down the Term Loan immediately  after
such  sale by the following amount:  (i) if the item is sold  for
market  value,  the pay down must be equal to said market  value;
(ii)  if the item is sold for greater than market value, the  pay
down must be at least equal to market value; or (iii) if the item
is sold for less than market value, the pay down must be at least
equal to market value.

      Section 11.18.  Survey.  The Borrower agrees to provide the
Bank  within thirty (30) days from January 20, 1998, with a final
as  built  survey of the property encumbered by the Mortgage,  in
form and substance satisfactory to the Bank that will enable  the
Bank to obtain an endorsement to the Bank's loan policy.



                           ARTICLE XII

                        NEGATIVE COVENANTS

      In  addition  to  the negative covenants contained  in  the
Collateral  Documents, which covenants are  hereby  ratified  and
confirmed by the Borrower and the Guarantor, as the case may  be,
the Borrower and the Guarantor covenant and agree as follows:

      Section  12.1.   Limitations on Fundamental  Changes.   The
Borrower  and the Guarantor shall not change the nature of  their
business,  grant credit terms to its customers on terms different
than those presently granted to customers, or form any subsidiary
without  the  prior written consent of the Bank,  nor  shall  the
Borrower or the Guarantor enter into any transaction of merger or
consolidation,  or liquidate or dissolve itself  (or  suffer  any
liquidation or dissolution).

      Section 12.2.  Disposition of Assets.  The Borrower and the
Guarantor  shall  not  convey, sell, lease, assign,  transfer  or
otherwise  dispose  of, any of its property, business  or  assets
(whether  now owned or hereafter acquired) that has  a  value  of
$2,000,000 or more without the prior written consent of the Bank.
Proceeds of any permitted asset disposition must be based  on  an
arm's  length transaction at market rates, and must  be  used  to
reduce the Term Loan.

      Section 12.3.  Restricted Payments.  The Borrower shall not
declare  or  pay  (or  set aside reserves  for  payment  of)  any
dividends  or  distributions, make any shareholder  or  affiliate
loans,  or  pay excessive compensation or enter into any  similar
transactions  with the shareholders, officers, or  affiliates  of
the  Borrower without the prior written consent of the Bank.  The
term "excessive compensation" as used in this Section 12.3, means
compensation  in excess of three times total current  salary  for
the  Borrower's senior management, which total current salary  is
approximately $675,000.00.  Further, any increase in compensation
to shareholders, officers or affiliates of Borrower is prohibited
unless, after giving effect to such increase, the Borrower is  in
compliance  with  all  covenants  contained  in  this  Agreement,
including financial covenants.

     Section 12.4.  Encumbrances.  The Borrower and the Guarantor
shall   not  create,  incur,  assume  or  permit  to  exist   any
Encumbrances  on  any of their property now  owned  or  hereafter
acquired,  except for the following (hereinafter referred  to  as
the "Permitted Encumbrances"):

     (a)  Encumbrances   for   taxes,   assessments,   or   other
          governmental  charges not yet due or  which  are  being
          contested in good faith by appropriate action  promptly
          initiated and diligently conducted, if such reserves as
          shall  be  required  by  GAAP  shall  have  been   made
          therefor;

     (b)  Encumbrances    of   landlords,   vendors,    carriers,
          warehousemen,   mechanics,  laborers  and   materialmen
          arising  by law in the ordinary course of business  for
          sums  either  not yet due or being contested  in   good
          faith  by  appropriate  action promptly  initiated  and
          diligently  conducted,  if such  reserve  as  shall  be
          required by GAAP shall have been made therefor;

     (c)  Inchoate  liens  arising  under  ERISA  to  secure  the
          contingent  liabilities,  if  any,  permitted  by  this
          Agreement;

     (d)  The  Collateral Documents and any other liens in  favor
          of  the Bank to secure the Indebtedness of the Borrower
          to the Bank; or

     (e)  Liens  in  favor of The CIT Group/Equipment  Financing,
          Inc. existing as of the day of this Agreement.

     Section 12.5.  Debts, Guaranties and Other Obligations.  The
Borrower and the Guarantor will not incur, create, assume  or  in
any  manner become or be liable in respect of any Debt direct  or
contingent, except for:

     (a)  The Indebtedness to the Bank under this Agreement;

     (b)  Trade  payables or operating and facility  leases  from
          time  to  time  incurred  in  the  ordinary  course  of
          business;

     (c)  Taxes,  assessments or other government  charges  which
          are not yet due or are being contested in good faith by
          appropriate  action promptly initiated  and  diligently
          conducted,  if  such reserve as shall  be  required  by
          generally  accepted  accounting principles  shall  have
          been made therefor; or

     (d)  Additional  Debt  up  to  $10,500,000.00.    The   term
          "Additional Debt" shall mean the consolidated  debt  of
          the  Borrower and the Guarantor, including  senior  and
          subordinated debt, but excluding the Indebtedness.

       Section  12.6.   Investments,  Loans  and  Advances.   The
Borrower  and  the  Guarantor will not make or permit  to  remain
outstanding  any  loans  or advances to  or  investments  in  any
Person, except for:

     (a)  Investments in direct obligations of the United  States
          of America or any agency thereof;

     (b)  Investments  in  either  certificates  of  deposit   of
          maturities less than one year, issued by the  Bank,  or
          if  the Bank is not substantially competitive (in terms
          of  certificate of deposit interest rate for comparable
          amounts)  with  other  banks (having  a  credit  rating
          acceptable  to  the Bank) certificates  of  deposit  of
          maturities less than one year, issued by one or more of
          such other banks;

     (c)  Investments in commercial paper of maturities less than
          one  year  with  the best rating by Standard  &  Poors,
          Moody's  Investors Service, Inc., or any  other  rating
          agency satisfactory to the Bank;

     (d)  Routine  advances  to employees made  in  the  ordinary
          course of business;

     (e)  Investments in the stock of domestic corporations  (who
          conduct their business in the United States) up to  the
          sum of $5,000,000.00 in the aggregate; and

     (f)  Investment in the stock of American Aviation,  Inc.  or
          in  a  new  subsidiary formed to acquire the assets  of
          American Aviation, Inc.

      Section  12.7.   Changes in Management  and  Control.   The
senior  management  of the Borrower will not change  without  the
prior  written  consent  of the Bank, and  David  Jeansonne  will
remain  as  the  Chairman of the Board of the Borrower  until  at
least June 30, 2003.

      Section  12.8.   Other Agreements.  The  Borrower  and  the
Guarantor  will  not  enter  into any  agreement  containing  any
provision  which would be violated or breached by the performance
of  its obligations hereunder or under any instrument or document
delivered  or  to  be delivered by any of them  hereunder  or  in
connection herewith.

      Section  12.9.  Transactions with Affiliates.  The Borrower
and  the  Guarantor  will not enter into any agreement  with  any
affiliate   except  to  the  extent  that  such  agreements   are
commercially  reasonable  which provide  for  terms  which  would
normally  be  obtainable in an arm's length transaction  with  an
unrelated third party.



      Section  12.10.  Minimum Amount in Dominion  Account.   The
Borrower  will  maintain a minimum balance of $10,000.00  in  the
Dominion Account.



                           ARTICLE XIII

                        EVENTS OF DEFAULT

     Section 13.1.  Events of Default.  The occurrence of any one
or more of the following shall constitute an Event of Default:

     Default under the Indebtedness.  Should the Borrower default
in the payment of principal or interest under the Indebtedness of
the Borrower.

      Default under this Agreement.  Should the Borrower  or  the
Guarantor  violate or fail to comply fully with any of the  terms
and  conditions  of, or default under, this Agreement,  and  such
default  not  be cured within ten days of the occurrence  thereof
(provided, however, that no cure period shall be available for  a
default   in  the  obligation  to  maintain  insurance  coverages
required hereby).

     Default Under Other Agreements.  Should any event of default
occur  or exist under any of the Related Documents or should  the
Borrower or the Guarantor violate, or fail to comply fully  with,
any  terms  and conditions of any of the Collateral Documents  or
Related Documents, and such default not be cured within ten  days
of the occurrence thereof (provided, however, that no cure period
shall   be  available for a default in the obligation to maintain
insurance coverages required thereby).

      Other  Defaults in Favor of the Bank.  Should the  Borrower
default  under  any  other loan, extension  of  credit,  security
agreement, or other obligation in favor of the Bank and  fail  to
cure same in accordance with any applicable cure periods.

      Default in Favor of Third Parties.  Should the Borrower  or
the  Guarantor  default  under any  loan,  extension  of  credit,
security  agreement, purchase or sales agreement,  or  any  other
agreement, in favor of any other creditor or person and  fail  to
cure same in accordance with any applicable cure periods.

      Insolvency.  The following occurrences, in addition to  the
failure  or  suspension of either the Borrower or the  Guarantor,
shall constitute an Event of Default hereunder:

     (a)  Filing  by  the  Borrower  or  either  Guarantor  of  a
          voluntary    petition    or    any    answer    seeking
          reorganization, arrangement, readjustment of its  debts
          or for any other relief under any applicable bankruptcy
          act  or law, or under any other insolvency act or  law,
          now  or  hereafter  existing,  or  any  action  by  the
          Borrower  or either Guarantor consenting to,  approving
          of, or acquiescing in, any such petition or proceeding;
          the  application  by the Borrower or  either  Guarantor
          for, or the appointment by consent or acquiescence  of,
          a  receiver  or  trustee  of  the  Borrower  or  either
          Guarantor for all or a substantial part of the property
          of  any  such  Person; the making by  the  Borrower  or
          either  Guarantor, of an assignment for the benefit  of
          creditors;  the  inability of the  Borrower  or  either
          Guarantor  or the admission by the Borrower  or  either
          Guarantor in writing, of its inability to pay its debts
          as  they  mature  (the  term "acquiescence"  means  the
          failure  to file a petition or motion in opposition  to
          such  petition or proceeding or to vacate or  discharge
          any  order,  judgment  or  decree  providing  for  such
          appointment   within   sixty  (60)   days   after   the
          appointment of a receiver or trustee); or

     (b)  Filing  of an involuntary petition against the Borrower
          or   either   Guarantor   in  bankruptcy   or   seeking
          reorganization, arrangement, readjustment of its  debts
          or for any other relief under any applicable bankruptcy
          act  or law, or under any other insolvency act or  law,
          now  or  hereafter  existing and such petition  remains
          undismissed  or unanswered for a period of  sixty  (60)
          days from such filing; or the insolvency appointment of
          a  receiver  or  trustee  of  the  Borrower  or  either
          Guarantor for all or a substantial part of the property
          of  such  Person and such appointment remains unvacated
          or  unopposed for a period of sixty (60) days from such
          appointment, execution or similar process  against  any
          substantial  part of the property of  the  Borrower  or
          either  Guarantor and such warrant remains unbonded  or
          undismissed for a period of sixty (60) days from notice
          to the Borrower or either Guarantor of its issuance.

       Dissolution  Proceedings.   Should  proceedings  for   the
dissolution  or  appointment of a liquidator of the  Borrower  or
either Guarantor be commenced.

      False Statements.  Should any representation or warranty of
either the Borrower or the Guarantor made in connection with  the
Indebtedness prove to be incorrect or misleading in any  material
respect when made or reaffirmed.

      Material Adverse Change.  Should a Material Adverse  Change
with respect to either the Borrower or the Guarantor occur at any
time and not be cured within ten days of the occurrence thereof.

      Upon the occurrence of an Event of Default, all Commitments
of  the  Bank  under  this Agreement will  terminate  immediately
(including  any  obligation to make any further  Revolving  Loans
and/or Acquisition Loans, to issue any further Credits to or  for
the  account of any Borrower or to fund the Term Loan),  and,  at
the Bank's option, the Notes and all Indebtedness of the Borrower
will  become immediately due and payable, all without  notice  of
any  kind  to the Borrower or the Guarantor, except that  in  the
case of type described in the "Insolvency" subsection above, such
acceleration shall be automatic and not optional.

      Upon  the occurrence of an Event of Default, the  Bank  may
proceed  to  realize upon the Collateral under the terms  of  the
Collateral Documents and exercise any other rights which  it  has
by law or contract (which rights shall be cumulative in nature).

     Section 13.2.  Waivers.  Except as otherwise provided for in
this  Agreement  and  by applicable law,  the  Borrower  and  the
Guarantor waive (i) presentment, demand and protest and notice of
presentment, dishonor, notice of intent to accelerate, notice  of
acceleration,  protest, default, nonpayment,  maturity,  release,
compromise,  settlement,  extension or  renewal  of  any  or  all
commercial   paper,   accounts,   contract   rights,   documents,
instruments, chattel paper and guaranties at any time held by the
Bank  on  which the Borrower or the Guarantor may in any  way  be
liable and hereby ratify and confirm whatever the Bank may do  in
this regard, (ii) all rights to notice and a hearing prior to the
Bank's taking possession or control of, or to the Bank's replevy,
attachment  or levy upon, the Collateral or any bond or  security
which  might be required by any court prior to allowing the  Bank
to  exercise  any of its remedies, and (iii) the benefit  of  all
valuation,  appraisal and exemption laws.  The Borrower  and  the
Guarantor  acknowledge that they have been advised by counsel  of
their choice with respect to this Agreement, the other Collateral
Documents,  and the transactions evidenced by this Agreement  and
other Collateral Documents.


                           ARTICLE XIV

                          MISCELLANEOUS

      Section  14.1.   No Waiver; Modification  in  Writing.   No
failure or delay on the part of the Bank in exercising any right,
power or remedy hereunder shall operate as a waiver thereof,  nor
shall any single or partial exercise of any such right, power  or
remedy  preclude  any other or further exercise  thereof  or  the
exercise  of  any  other right, power or  remedy  hereunder.   No
amendment,  modification  or waiver  of  any  provision  of  this
Agreement  or of the Notes, nor consent to any departure  by  the
Borrower  or  the  Guarantor therefrom, shall  in  any  event  be
effective  unless the same shall be in writing signed  by  or  on
behalf  of  the  Bank and then such waiver or  consent  shall  be
effective  only  in the specific instance and  for  the  specific
purpose  for which given.  No notice to or demand on the Borrower
or  the  Guarantor in any case shall entitle the Borrower or  the
Guarantor to any other or further notice or demand in similar  or
other circumstances.

      Section  14.2.  Payment on Non-Business Day.  Whenever  any
payment  to be made hereunder or on account of any of  the  Notes
shall be scheduled to become due on a day which is not a Business
Day,  such  payment  may be made on the next succeeding  Business
Day, and such extension of time shall in such case be included in
computing   interest and fees payable hereunder or on account  of
the Notes.

      Section  14.3.   Addresses for Notices.   All  notices  and
communications  provided for hereunder shall be in  writing  and,
shall be mailed, by certified mail, return receipt requested,  or
delivered as set forth below unless any person named below  shall
notify  the  others in writing of another address, in which  case
notices  and  communications shall be mailed, by certified  mail,
return receipt requested, or delivered to such other address.

      If to the Bank:

           Hibernia National the Bank
           P. O. Box 61540
           New Orleans, LA  70161
           Attn:  Energy and Maritime Department

      If to the Borrower:

           Omni Energy Services Corp.
           4484 N.E. Evangeline Thruway
           Carencro, LA  70520
           Attn:  David Jeansonne

      If to Omni Marine:

           Omni Marine & Supply, Inc.
           315 South College, Suite 165
           Lafayette, LA  70503
           Attn:  David Jeansonne

      If to Aviation:

           American Aviation L.L.C.
           301 Shepard Drive
           Lafayette, LA  70508
           Attn:  David Jeansonne


      Section  14.4.  Fees and Expenses.  The Borrower agrees  to
pay  all fees, costs and expenses of the Bank in connection  with
the  preparation, execution and delivery of this  Agreement,  and
all  Related Documents to be executed in connection herewith  and
subsequent  modifications or amendments to any of the  foregoing,
including   without   limitation,   the   reasonable   fees   and
disbursements  of counsel to the Bank, and to pay all  costs  and
expenses of the Bank in connection with the enforcement  of  this
Agreement,  the  Notes or the other Related Documents,  including
reasonable  legal  fees and disbursements arising  in  connection
therewith.  The Borrower also agrees to pay, and to save the Bank
harmless from any delay in paying stamp and other similar  taxes,
if  any,  which  may be payable or determined to  be  payable  in
connection with the execution and delivery of this Agreement, the
Notes, the other Related Documents, or any modification thereof.

      Section 14.5.  Security Interest and Right of Set-off.  The
Bank shall have a continuing security interest in, as well as the
right  to  set-off  the  obligations of  the  Borrower  hereunder
against,  all  funds which the Borrower may maintain  on  deposit
with  the  Bank  (with the exception of funds  deposited  in  the
Borrower's accounts in trust for third parties or funds deposited
in   pension  accounts,  IRA's,  Keogh  accounts  and  All  Saver
Certificates), and the Bank shall have a lien upon and a security
interest in all property of the Borrower in the Bank's possession
or control which shall secure the Indebtedness of the Borrower.

      Section 14.6.  Waiver of Marshaling.  The Borrower and  the
Guarantor shall not at any time hereafter assert any right  under
any law pertaining to marshaling (whether of assets or liens) and
the  Borrower and the Guarantor expressly agree that the Bank may
execute or foreclose upon the Collateral in such order and manner
as the Bank, in its sole discretion, deems appropriate.

      Section 14.7.  Governing Law.  This Agreement and the Notes
shall  be deemed to be contracts made under the laws of the State
of   Louisiana  and  for  all  purposes  shall  be  construed  in
accordance with the laws of said State.

      Section 14.8.  Consent to Loan Participation.  The Borrower
and  the  Guarantor  agree and consent  to  the  Bank's  sale  or
transfer,  whether  now  or later, of one or  more  participation
interests in the Indebtedness of the Borrower arising pursuant to
this  Agreement  to  one or more purchasers, whether  related  or
unrelated  to  the  Bank.   The Bank  may  provide,  without  any
limitation  whatsoever,  to  any  one  or  more  purchasers,   or
potential purchasers, any information or knowledge the  Bank  may
have  about  the  Borrower and the Guarantor or about  any  other
matter  relating to such Indebtedness, and the Borrower  and  the
Guarantor  hereby waive any rights to privacy they may have  with
respect  to  such matters.  The Borrower and the  Guarantor  also
agree that the purchasers of any such participation interest will
be  considered as the absolute owners of such interests  in  such
Indebtedness.

       Section  14.9.   WAIVER  OF  JURY  TRIAL;  SUBMISSION   TO
JURISDICTION.   (a)  THE BORROWER, THE GUARANTOR,  AND  THE  BANK
HEREBY  WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO  WHICH
THE BORROWER, THE GUARANTOR, AND THE BANK MAY BE PARTIES, ARISING
OUT  OF  OR  IN  ANY WAY PERTAINING TO (i) THE NOTES,  (ii)  THIS
AGREEMENT, (iii) THE COLLATERAL DOCUMENTS OR (iv) THE COLLATERAL.
IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER
OF  TRIAL  BY  JURY  OF ALL CLAIMS AGAINST ALL  PARTIES  TO  SUCH
ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO  ARE
NOT  PARTIES  TO  THIS  AGREEMENT.   THIS  WAIVER  IS  KNOWINGLY,
WILLINGLY  AND  VOLUNTARILY MADE BY THE BORROWER, THE  GUARANTOR,
AND  THE  BANK,  AND THE BORROWER, THE GUARANTOR,  AND  THE  BANK
HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION  HAVE
BEEN  MADE  BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF  TRIAL  BY
JURY  OR  TO  IN  ANY  WAY  MODIFY OR NULLIFY  ITS  EFFECT.   THE
BORROWER, THE GUARANTOR, AND THE BANK EACH FURTHER REPRESENT THAT
IT  HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND  IN
THE  MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED
OF  ITS  OWN  FREE WILL, AND THAT IT HAS HAD THE  OPPORTUNITY  TO
DISCUSS THIS WAIVER WITH COUNSEL.

      (b)   THE  BORROWER  AND THE GUARANTOR  HEREBY  IRREVOCABLY
CONSENT TO THE JURISDICTION OF THE STATE COURTS OF LOUISIANA  AND
THE  FEDERAL   COURTS IN LOUISIANA AND AGREE THAT ANY  ACTION  OR
PROCEEDING ARISING OUT OF OR BROUGHT TO ENFORCE THE PROVISIONS OF
THE NOTES, THIS AGREEMENT AND/OR THE COLLATERAL DOCUMENTS MAY  BE
BROUGHT IN ANY COURT HAVING SUBJECT MATTER JURISDICTION.

      Section  14.10.   Severability.  If a  court  of  competent
jurisdiction finds any provision of this Agreement to be  invalid
or  unenforceable as to any person or circumstance, such  finding
shall  not render that provision invalid or unenforceable  as  to
any  other  persons  or  circumstances.  If  feasible,  any  such
offending  provision shall be deemed to be modified to be  within
the  limits  of  enforceability  or  validity;  however,  if  the
offending  provision cannot be so modified, it shall be  stricken
and  all other provisions of this Agreement in all other respects
shall remain valid and enforceable.

     Section 14.11.  Headings.  Article and Section headings used
in  this Agreement are for convenience only and shall not  affect
the construction of this Agreement.



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      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement  to be executed by their respective officers  thereunto
duly authorized, as of the date first above written.


                              OMNI ENERGY SERVICES CORP.


                              By:  /s/ David E. Crays
                                Name:  David E. Crays
                                Title: Vice President and Chief Financial
                                                 Officer


                              AMERICAN AVIATION L.L.C.

                              By:
                              OMNI ENERGY SERVICES CORP.,
                                as Sole Member


                                By:  /s/  David E. Crays
                                   Name:  David E. Crays
                                   Title: Vice President and Chief Financial
                                                     Officer



                              OMNI MARINE & SUPPLY, INC.


                              By:  /s/  David E. Crays
                                Name:   David E. Crays
                                Title:  Vice President and Chief Financial
                                                    Officer



                              HIBERNIA NATIONAL BANK


                              By: /s/ Tammy M. Angelety
                                 --------------------------------
                                Name: Tammy M. Angelety
                                Title:   Assistant Vice President