EXHIBIT 2.1
                          UNIT EXCHANGE AGREEMENT


     This  Unit  Exchange  Agreement  dated  as  of December 10, 1997, (the
"Agreement") is by and among David A. Jeansonne, Roger  E. Thomas, Allen R.
Woodard (in his individual capacity and as natural tutor  of Wesley William
Woodard and of Kaylee Theresa Woodard), Shannon H. Daigle,  Ben  E. Thomas,
Christina  Thomas,  Alan  J.  Thomas, Advantage Capital Partners II Limited
Partnership, Advantage Capital  Partners III Limited Partnership, Advantage
Capital  Partners  IV Limited Partnership,  Advantage  Capital  Partners  V
Limited Partnership,  Advantage  Capital  Partners  Limited Partnership and
American   Aviation   Incorporated   (each  a  "Common  Unit  Holder"   and
collectively,  the  "Common Unit Holders");  David  E.  Crays,  William  F.
Fincher, David Booth  and  Rita  Darbonne  (each  as  "Option  Holder"  and
collectively,   the   "Option   Holders");   Advantage  Capital  Management
Corporation ("ACMC") and OMNI  Energy Services Corp. ("Omni Energy").

                            WITNESSETH:

     WHEREAS, the Common Unit Holders are the  owners of all 113,476 issued
and  outstanding  common units (the "Common Units")  of  OMNI  Geophysical,
L.L.C., a Louisiana  limited  liability  company  ("Omni"),  and the Option
Holders  are  the  owners  of  the  1,116  outstanding  options to purchase
additional Common Units (the "Common Unit Options"), the  ownership of each
as represented on Exhibit A hereto;

     WHEREAS, Omni Energy desires to issued 12,000,000 shares of its common
stock ("Common Stock") and 118,018 options to purchase common  stock  at an
exercise price of $2.28 per share ("Common Stock Options"), in exchange for
the 113,476 Common Units and for the corresponding 1,116 outstanding Common
Unit Options.

     NOW THEREFORE, in consideration of the mutual promises, covenants  and
agreements  set  forth  herein  and  in  reliance  upon  the  undertakings,
representations  and warranties contained herein, the parties hereby  agree
as follows:


                             ARTICLE 1
           EXCHANGE OF UNITS AND OPTIONS; CANCELLATION OF SHARES

     Section 1.1 Exchange  of  Units and Options.  Subject to the terms and
conditions stated herein, the Common Unit Holders hereby exchange with full
title the 113,476 Common Units and  the Option Holders hereby exchange with
full title the 1,116 Common Unit Options,  for  which  Omni  Energy  hereby
exchanges  12,000,000  shares  of  Common  Stock  and  118,018 Common Stock
Options (the "Exchange"), respectively.

     Section  1.2  Cancellation  of Shares.  Upon the consummation  of  the
transactions set forth in Section  1.1  above,  the  1,000 shares of Common
Stock previously issued by Omni Energy to ACMC shall be  cancelled  and  no
consideration  shall  be  given  for  such  shares.  ACMC hereby agrees and
consents to the cancellation of such shares.

                             ARTICLE 2
                             CONSENTS

     Section 2.1 Amendment to Schedule A Operating  Agreement.   The Common
Unit  Holders agree to amend and do hereby amend Schedule A of the  Amended
and Restated  Operating  Agreement  (the  "Operating Agreement") of Omni to
reflect  the  Exchange of Common Units by the  Common  Unit  Holders.   The
revised Schedule A is attached as Exhibit B to this Agreement.

     Section  2.2   Consent   to   Exchange.    The  Common  Unit  Holders,
representing all of the members of Omni ("Members")  consent  to  : (a) the
Exchange pursuant to this Agreement; (b) the transfer of each of the Common
Unit  Holder's interests to Omni Energy as set forth in Exhibit A; (c)  the
admission  of  Omni  Energy  as  a  substitute  Member for each Common Unit
Holder; and (d) the Amendment to Schedule A of the  Operating  Agreement as
set  forth  in  Exhibit  B.  The Option Holders consent to the exchange  of
their 1,116 Common Unit Options for 118,018 options to purchase Omni Energy
Common Stock.

                             ARTICLE 3
       REPRESENTATIONS AND WARRANTIES OF COMMON UNIT HOLDERS
                        AND OPTION HOLDERS

     Each Common Unit Holder  and  Option Holder represents and warrants to
Omni Energy as of the date hereof as follows:

     Section 3.1  Ownership.  Such Common  Unit  Holder or Option Holder is
the sole record and beneficial owner of the Common  Units  or  Common  Unit
Options  set  forth  beside its name on Exhibit A.  Such Common Unit Holder
has good and marketable title to such Common Units and the right to deliver
such Common Units in accordance  with  the  terms  of this Agreement.  Such
Option Holder has good and marketable title to such Common Unit Options and
the right to deliver such Common Unit Options in accordance  with the terms
of this Agreement.  The transfer of Common Units or Common Unit  Options by
such Common Unit Holder or Option Holder to Omni Energy in accordance  with
the  terms  of  this  Agreement transfers good and marketable title to such
Common Units or Common  Unit  Options  to Omni Energy free and clear of all
liens, restrictions, rights, options and claims of every kind.

     Section 3.2 Authority; Enforceability.   Such  Common  Unit  Holder or
Option  Holder  has  the  full legal right, power and authority to execute,
deliver  and perform this Agreement  and  to  consummate  the  transactions
contemplated hereby. This Agreement has been duly executed and delivered by
such Common  Unit  Holder  or  Option  Holder  and  constitutes a valid and
legally  binding  obligation of such Common Unit Holder  or  Option  Holder
enforceable against  it  in  accordance  with  its  terms,  except  as  (a)
enforceability   may  be  limited  by  applicable  bankruptcy,  insolvency,
fraudulent transfer, moratorium or similar laws from time to time in effect
affecting creditors' rights generally and (b) the availability of equitable
remedies may be limited by equitable principles of general applicability.

     Section 3.3 No  Conflict.   Neither  the execution and the delivery of
this  Agreement  by  such  Common Unit Holder or  Option  Holder,  nor  the
consummation of the transactions contemplated hereby: (a) violate, conflict
with, or result in a breach  of any provisions of; (b) constitute a default
(or an event which, with notice  or lapse of time or both, would constitute
a  default)  under; (c) result in the  termination  of  or  accelerate  the
performance required  by;  (d)  result in the creation of any Lien upon the
Common Units or Common Unit Options  set forth beside its name on Exhibit A
under  any  of  the terms, conditions or  provisions  of  the  Articles  of
Organization or the Operating Agreement of Omni, or to any material extent,
under the terms and conditions of any note, bond, mortgage, indenture, deed
of trust, lease,  license, loan agreement or other instrument or obligation
to or by which Omni,  such  Common  Unit  Holder or Option Holder or any of
their respective assets are bound; or (e) to  any  material extent, violate
any  Applicable Law binding upon Omni, such Common Unit  Holder  or  Option
Holder or any of their respective assets.

     Section  3.4  No  Other  Representations or Warranties.  Except as set
forth above in this Section 3,  no  other  representations  or  warranties,
express  or implied, are made in this Agreement by the Common Unit  Holders
or the Option Holders to Omni Energy.

                             ARTICLE 4
           REPRESENTATIONS AND WARRANTIES OF OMNI ENERGY

     Omni  Energy  represents  and  warrants  to  Omni  and the Common Unit
Holders and the Option Holders as of the date hereof as follows:

     Section   4.1  Organization.   Omni  Energy  is  a  corporation   duly
organized, validly  existing  and  in  good  standing  under  the  laws  of
Louisiana  and  has  all requisite corporate power and authority to own its
properties and carry on its business as now being conducted.

     Section 4.2 Capitalization.   As  of  the  date of this Agreement, the
authorized  capital  stock  of Omni Energy consists  of  45,000,000  Common
Shares, $0.01 par value per share; and 5,000,000 shares of preferred stock,
$0.01 par value per share, issuable in series.

     Section 4.3 Authority; Enforceability.   Omni Energy has the requisite
corporate power and authority to execute and deliver  this Agreement and to
carry   out  its  obligations  hereunder.   The  execution,  delivery   and
performance  of  this  Agreement  and  the consummation of the transactions
contemplated hereby have been duly authorized  by  all  necessary corporate
action  on the part of Omni Energy  and no other corporate  proceedings  on
the part  of  Omni  Energy  are necessary to authorize this Agreement or to
consummate the transactions so  contemplated.  This Agreement has been duly
executed and delivered by Omni Energy  and  constitutes a valid and binding
obligation of Omni Energy, enforceable against  Omni  Energy  in accordance
with  its terms, except as (a) enforceability may be limited by  applicable
bankruptcy,  insolvency,  fraudulent  transfer,  moratorium or similar laws
from time to time in effect affecting creditors' rights  generally  and (b)
the  availability  of  equitable  remedies  may  be  limited  by  equitable
principles of general applicability.

     Section  4.4  No Conflict. Neither the execution and delivery of  this
Agreement  by  Omni  Energy,  nor  the  consummation  of  the  transactions
contemplated hereby, do or will: (a) violate, conflict with, or result in a
breach of any provisions  of;  (b) constitute a default (or an event which,
with notice or lapse of time or  both,  would  constitute a default) under;
(c) result in the termination of or accelerate the performance required by;
(d) result in the creation of a Lien upon the Omni  Energy shares of Common
Stock  or  Common  Stock  Options  under  any of the terms,  conditions  or
provisions of the Articles of Incorporation or Bylaws of Omni Energy or any
note,  bond,  mortgage,  indenture,  deed of trust,  lease,  license,  loan
agreement or other instrument or obligation  to  or by which Omni Energy or
any of its assets are bound; or (e) violate any Applicable Law binding upon
Omni Energy and on any of its assets.

     Section 4.5 Shares to be Exchanged.  When issued  in  accordance  with
the terms of this Agreement, the shares of Common Stock to be exchanged for
the Common Units will be duly authorized, validly issued and non-assessable
shares of the Common Stock.  The Common Stock to be issued upon exercise of
the  Common  Stock Options, if and when exercised, will be duly authorized,
validly issued and non-assessable shares of Common Stock.

     Section 4.6  No  Other  Representations  or Warranties.  Except as set
forth  above  in  this Section 4, no other representations  or  warranties,
express or implied, are made in this Agreement by Omni Energy to the Common
Unit Holders or Option Holders.


                             ARTICLE 5
                     INDEMNIFICATION; REMEDIES

     Section  5.1  Indemnification  by  Common  Unit  Holders.   Except  as
otherwise expressly provided in this Article 5, each Common Unit Holder, as
its  sole obligation  and  the  exclusive  remedy  of  Omni  Energy,  shall
severally  (and  not  jointly)  defend,  indemnify  and  hold harmless Omni
Energy,  and shall reimburse Omni Energy, for, from and against,  each  and
every demand,  claim,  action,  loss, liability, judgment, damage, cost and
expense  (including,  without limitation,  interest,  penalties,  costs  of
preparation and investigation,  and  the reasonable fees, disbursements and
expenses  of  attorneys,  accountants  and   other  professional  advisors)
(collectively, "Losses") imposed on or incurred by Omni Energy, directly or
indirectly,  relating  to,  resulting  from  or arising  out  of:  (a)  any
inaccuracy in any representation or warranty of  such Common Unit Holder in
this Agreement, whether or not Omni Energy relied  thereon or had knowledge
thereof, or (b) any breach or nonperformance of any  covenant, agreement or
other  obligation of such Common Unit Holder under this  Agreement  or  any
certificate,  document  or  other  instrument  delivered or to be delivered
pursuant hereto.

     Section 5.2 Indemnification by Options Holders.   Except  as otherwise
expressly  provided  in  this  Article  5, each Option Holder, as its  sole
obligation and the exclusive remedy of Omni  Energy,  shall  severally (and
not  jointly)  defend, indemnify and hold harmless Omni Energy,  and  shall
reimburse Omni Energy, for, from and against, each and every demand, claim,
action, loss, liability,  judgment,  damage,  cost  and expense (including,
without   limitation,   interest,  penalties,  costs  of  preparation   and
investigation,  and the reasonable  fees,  disbursements  and  expenses  of
attorneys, accountants  and  other  professional  advisors)  (collectively,
"Losses")  imposed  on  or incurred by Omni Energy, directly or indirectly,
relating to, resulting from  or  arising out of:  (a) any inaccuracy in any
representation or warranty of such Option Holder in this Agreement, whether
or not Omni Energy relied thereon  or  had  knowledge  thereof,  or (b) any
breach or nonperformance of any covenant, agreement or other obligation  of
such  Option  Holder  under  this Agreement or any certificate, document or
other instrument delivered or to be delivered pursuant hereto.

     Section 5.3 Indemnification  by  Omni  Energy.   Except  as  otherwise
expressly  provided  in this Article 5, Omni Energy, as its sole obligation
and the exclusive remedy  of  the  Common  Unit Holders and Option Holders,
shall  defend,  indemnify and hold harmless the  Common  Unit  Holders  and
Option Holders, and  shall  reimburse them for, from and against all Losses
imposed on or incurred by the  Common  Unit  Holders  and  Option  Holders,
directly or indirectly, relating to, resulting from or arising out of:  (a)
any  inaccuracy  in  any  representation or warranty of Omni Energy in this
Agreement, whether or not the  Common Unit Holders or Option Holders relied
thereon or had knowledge thereof,  or  (b)  any breach or nonperformance of
any  covenant,  agreement or other obligation of  Omni  Energy  under  this
Agreement or any  certificate, document or other instrument delivered or to
be delivered pursuant hereto.

     Section 5.4 Notice  and  Defense  of Third Party Claims.  If any third
party demand, claim, action or proceeding  shall  be  brought  or  asserted
under  this Article 5 against an indemnified party or any successor thereto
(the "Indemnified  Person")  in  respect  of  which indemnity may be sought
under this Article 5 from an indemnifying person  or  any successor thereto
(the  "Indemnifying  Person"),  the  Indemnified Person shall  give  prompt
written notice thereof to the Indemnifying  Person who shall have the right
to  assume  its  defense,  including  the  hiring  of   counsel  reasonably
satisfactory  to  the Indemnified Person and the payment of  all  expenses;
except that any delay or failure to so notify the Indemnifying Person shall
relieve the Indemnifying  Person  of  its  obligations under this Article 5
only  to the extent, if at all, that it is prejudiced  by  reason  of  such
delay or  failure.   The  Indemnified Person shall have the right to employ
separate counsel in any of the foregoing actions, claims or proceedings and
to participate in the defense  thereof,  but  the fees and expenses of such
counsel shall be at the expense of the Indemnified  Person  unless both the
Indemnified Person and the Indemnifying Person are named as parties and the
Indemnifying  Person and the Indemnified Person shall in good  faith  agree
that representation  by  the  same  counsel is inappropriate.  In the event
that the Indemnifying Person, within  ten  days  after  notice  of any such
action  or  claim,  does  not  assume  the defense thereof, the Indemnified
Person  shall  have  the  right to undertake  the  defense,  compromise  or
settlement of such action,  claim  or  proceeding  for  the  account of the
Indemnifying  Person,  subject to the right of the Indemnifying  Person  to
assume  the  defense of such  action,  claim  or  proceeding  with  counsel
reasonably satisfactory  to the Indemnified Person at any time prior to the
settlement, compromise or  final  determination  thereof.  Anything in this
Article  5 to the contrary notwithstanding, the Indemnifying  Person  shall
not, without  the  Indemnified Person's prior consent, settle or compromise
any action or claim or consent to the entry of any judgment with respect to
any action, claim or  proceeding for anything other than money damages paid
by the Indemnifying Person.   The  Indemnifying  Person  may,  without  the
Indemnified  Person's  prior consent, settle or compromise any such action,
claim or proceeding or consent to entry of any judgment with respect to any
such action or claim that  requires  solely the payment of money damages by
the Indemnifying Person and that includes  as an unconditional term thereof
the release by the claimant or the plaintiff of the Indemnified Person from
all liability in respect of such action, claim or proceeding.

                             ARTICLE 6
                           DEFINED TERMS

     Definitions.  In addition to the other  defined  terms used herein, as
used  in  this  Agreement,  the following terms when capitalized  have  the
meanings indicated.

     "Applicable Law" shall mean  any  statute,  law, rule or regulation or
any judgment, order, writ, injunction or decree of  any Governmental Entity
to which a specified person or its property is subject.

     "Governmental  Entity"  shall  mean  any  court  or  tribunal  in  any
jurisdiction  or  any  public,  governmental  or  regulatory body,  agency,
department,    commission,   board,   bureau   or   other   authority    or
instrumentality.

     "Liens"  shall   mean   pledges,  liens,  defects,  leases,  licenses,
equities, options, rights to buy,  conditional  sales  contracts,  charges,
claims,  encumbrances, security interests, easements, restrictions, chattel
mortgages, mortgages or deeds of trust, of any kind or nature whatsoever.

                             ARTICLE 7
                           MISCELLANEOUS

     Section  7.1  Survival  of Representations, Warranties and Agreements.
The representations, warranties, covenants and agreements in this Agreement
or in any instrument delivered pursuant to this Agreement shall survive the
Exchange and shall not be limited or affected by any investigation by or on
behalf of any party hereto.

     Section 7.2 Notices.  All  notices  hereunder  must  be in writing and
shall  be  deemed  to  have  been  given upon receipt of delivery  by:  (a)
personal delivery to the designated individual; (b) certified or registered
mail,  postage  prepaid,  return  receipt   requested;   (c)  a  nationally
recognized overnight courier service (against a receipt therefor);  or  (d)
facsimile transmission with confirmation of receipt.  All such notices must
be addressed to the address at which any party hereto may have notified the
other in writing.

     Section  7.3  Headings;  Gender.   When  a  reference  is made in this
Agreement to a section, exhibit or schedule, such reference shall  be  to a
section,  exhibit or schedule of this Agreement unless otherwise indicated.
The headings  contained  in  this Agreement are for reference purposes only
and shall not affect in any way  the  meaning  or  interpretation  of  this
Agreement.   All personal pronouns used in this Agreement shall include the
other genders,  whether  used  in the masculine, feminine or neuter gender,
and the singular shall include the  plural  and vice versa, whenever and as
often as may be appropriate.

     Section  7.4  Entire  Agreement; No Third Party  Beneficiaries.   This
Agreement (including the documents,  exhibits  and  instruments referred to
herein)  (a)  constitutes  the  entire agreement and supersedes  all  prior
agreements, and understandings and  communications,  both written and oral,
among the parties with respect to the subject matter hereof, and (b) is not
intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.

     Section  7.5  Governing  Law.  This Agreement shall  be  governed  and
construed in accordance with the  laws  of  the  State of Louisiana without
regard to any applicable principles of conflicts of law.

     Section 7.6 Assignment.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned  by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other party.

     Section  7.7  Severability.   If any term or other provision  of  this
Agreement is invalid, illegal or incapable  of  being enforced by reason of
any rule of law or public policy, all other conditions  and  provisions  of
this  Agreement  shall nevertheless remain in full force and effect so long
as the economic or  legal substance of the transactions contemplated hereby
is  not  affected  in any  adverse  manner  to  either  party.   Upon  such
determination that any  term  or  other  provision  is  invalid, illegal or
incapable  of  being enforced, the parties hereto shall negotiate  in  good
faith to modify  this  Agreement so as to effect the original intent of the
parties as closely as possible  in an acceptable manner to the end that the
transactions contemplated hereby  are fulfilled to the extent possible, and
in any case such term or provision  shall  be  deemed amended to the extent
necessary to make it no longer invalid, illegal or unenforceable.

     Section 7.8 Counterparts.  This Agreement may  be executed in multiple
counterparts, each of which shall be deemed an original  and  all  of which
taken together shall constitute one and the same document.

     Section  7.9  Amendment  and Modification.  This Agreement may not  be
amended or modified except by an  instrument  in  writing signed by each of
the parties hereto.

     Section  7.10  Limitation  of  Liability.  Notwithstanding  any  other
provision of this Agreement, in no event  shall  any party hereto be liable
to  any  other  party  hereto with respect to breach or  violation  of  any
provision in this Agreement,  whether  based  on  contract, tort (including
negligence), strict liability or other theory of law or equity, for loss of
anticipated profits or consequential loss or damage  of  any nature arising
at any time or from any cause whatsoever.

     Section  7.11  Construction as Separate Contracts.  Each  Common  Unit
Holder and each Option  Holder  is  contracting  separately  with the other
parties hereto as to the Common Units or Common Unit Options shown as owned
by  it  on  Exhibit A hereto.  Notwithstanding anything to the contrary  in
this Agreement,  the covenants, obligations, representations and warranties
in this Agreement  are made severally, and not jointly, by each such Common
Unit Holder or Option  Holder and relate only to its Common Units or Common
Unit Options.

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



                              COMMON UNIT HOLDERS


                              ADVANTAGE CAPITAL PARTNERS
                                   LIMITED PARTNERSHIP
                              By:  Advantage Capital Corporation,
                                   a Louisiana corporation,
                                   General Partner

                              By:  /s/  Steven T. Stull
                                   --------------------
                              Name: Steven T. Stull
                              Title: President


                              ADVANTAGE CAPITAL PARTNERS II
                                   LIMITED PARTNERSHIP
                              By:  Advantage Capital Corporation,
                                   General Partner

                              By:  /s/  Steven T. Stull
                                   --------------------
                              Name:  Steven T. Stull
                              Title: President


                              ADVANTAGE CAPITAL PARTNERS III
                                   LIMITED PARTNERSHIP
                              By:  Advantage Capital Management
                                   Corporation, General Partner

                              By:  /s/  Steven T. Stull
                                   --------------------
                              Name:  Steven T. Stull
                              Title: President


                              ADVANTAGE CAPITAL PARTNERS IV
                                   LIMITED PARTNERSHIP
                              By:  Advantage Capital Financial
                                   Company, L.L.C., General Partner
                              By:  /s/  Steven T. Stull
                                   --------------------
                              Name:  Steven T. Stull
                              Title: President


                              ADVANTAGE CAPITAL PARTNERS V
                                   LIMITED PARTNERSHIP
                              By:  Advantage Capital Advisors, L.L.C.,
                                   General Partner

                              By:  /s/  Steven T. Stull
                                   --------------------
                              Name:  Steven T. Stull
                              Title: President


                              AMERICAN AVIATION, INCORPORATED

                              By:  /s/  David A. Jeansonne
                                   -----------------------
                              Name: David A. Jeansonne
                              Title: President and Chief Executive Officer


                              /s/  David A. Jeansonne
                              -----------------------
                              David A. Jeansonne


                              /s/  Roger E. Thomas
                              --------------------
                              Roger T. Thomas

                              Wesley William Woodard

                              By:    /s/  Allen R. Woodard
                                     ---------------------
                                     Allen R. Woodard,
                                     Natural Tutor


                              Kaylee Theresa Woodard

                              By:    /s/  Allen R. Woodard
                                     ---------------------
                                     Allen R. Woodard,
                                     Natural Tutor


                              /s/  Ben E. Thomas
                              ------------------
                              Ben E. Thomas


                              /s/  Christina M. Thomas
                              ------------------------
                              Christina M. Thomas


                              /s/  Alan J. Thomas
                              -------------------
                              Alan J. Thomas


                              /s/  Allen R. Woodard
                              ---------------------
                              Allen R. Woodard


                              /s/  Shannon Daigle
                              -------------------
                              Shannon Daigle


                              OMNI OPTION HOLDERS


                              /s/  David E. Crays
                              -------------------
                              David E. Crays


                              /s/  William F. Fincher
                              -----------------------
                              William F. Fincher


                              /s/  David Booth
                              ----------------
                              David Booth


                              /s/  Rita Darbonne
                              ------------------
                              Rita Darbonne


                              ADVANTAGE CAPITAL MANAGEMENT
                                   CORPORATION

                              By:   /s/  Steven T. Stull
                                    --------------------
                              Name: Steven T. Stull
                              Title: President


                              OMNI ENERGY SERVICES CORP.

                              By:   /s/  Steven T. Stull
                                    --------------------
                              Name: Roger E. Thomas
                              Title: President



                             EXHIBIT A


<TABLE>
<CAPTION>
   MEMBERS AND ADDRESS             TOTAL NUMBER OF COMMON     COMMON UNIT           TOTAL NUMBER
                                           SHARES           SHARE PERCENTAGE        COMMON SHARES
<S>                                <C>                     <C>                     <C>
Allen R. Woodard                           12,164                  10.719%               1,286,333
4484 Interstate 49, North
Lafayette, Louisiana 70520

Allen R. Woodard, Natural Tutor              500                   0.441%                 52,875
of Wesley William Woodard
1901 Sevanne Road
Houma, Louisiana 70360

Allen R. Woodard, Natural Tutor              500                   0.441%                 52,875
of Kaylee Theresa Woodard
1901 Sevanne Road
Houma, Louisiana 70360

Roger E. Thomas                            10,664                  9.398%                1,127,708
4484 Interstate 49, North
Lafayette, Louisiana 70520

Ben E. Thomas                                500                   0.441%                 52,875
1524 Applewood Road
Baton Rouge, Louisiana 70808

Christina M. Thomas                          500                   0.441%                 52,875
1524 Applewood Road
Baton Rouge, Louisiana 70808

Alan J. Thomas                               500                   0.441%                 52,875
1524 Applewood Road
Baton Rouge, Louisiana 70808

David A. Jeansonne                          2,836                  2.499%                 299,905
P. O. Box 5409
Lafayette, Louisiana 70502

American Aviation Incorporated             10,213                  9.000%                1,080,017
P. O. Box 5409
Lafayette, Louisiana 70502

Shannon H. Daigle                           1,461                  1.287%                 154,500
358 W. Kenilworth Street
New Orleans, Louisiana 70124

Advantage Capital Partners                  2,780                  2.450%                 293,983
Limited Partnership
909 Poydras Street, Suite 2230
New Orleans, Louisiana 70112

Advantage Capital Partners II               9,398                  8.282%                 993,831
Limited Partnership
909 Poydras Street, Suite 2230
New Orleans, Louisiana 70112

Advantage Capital Partners III             15,282                  13.467%               1,616,060
Limited Partnership
909 Poydras Street, Suite 2230
New Orleans, Louisiana 70112

Advantage Capital Partners IV              28,612                  25.214%               3,025,697
Limited Partnership
909 Poydras Street, Suite 2230
New Orleans, Louisiana 70112

Advantage Capital Partners V               17,566                  15.480%               1,857,591
Limited Partnership
909 Poydras Street, Suite 2230
New Orleans, Louisiana 70112

TOTAL                                      113,476                100.000%              12,000,000{*}
</TABLE>


<TABLE>
<CAPTION>
                                         OMNI                          OMNI ENERGY
    OPTION HOLDER                 COMMON UNIT OPTIONS              COMMON STOCK OPTIONS
<S>                              <C>                              <C>
David E. Crays                   516                              54,567
William F. Fincher               250                              26,438
David Booth                      250                              26,438
Rita Darbonne                    100                              10,575
</TABLE>



                            EXHIBIT B

                            SCHEDULE A
                     OMNI GEOPHYSICAL, L.L.C.
   MEMBERS, CAPITAL CONTRIBUTIONS, UNITS AND SHARING PERCENTAGES


<TABLE>
<CAPTION>
        MEMBER                     CAPITAL             TOTAL NUMBER           COMMON UNIT
                                CONTRIBUTION           COMMON UNITS         SHARE PERCENTAGE
<S>                             <C>                   <C>                  <C>
Omni Energy Services Corp.           $79,012.63          113,476                100%
4484 NE Evangeline Thruway
Carencro, Louisiana 70520
</TABLE>