<PAGE>   1
                                                                   EXHIBIT 10-C

         THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT
         BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE
         SUBJECT TO CERTAIN RESTRICTIONS, CONTAINED IN SECTION 5 HEREOF, WITH
         RESPECT TO THEIR TRANSFER.

                 WARRANT TO PURCHASE SHARES OF COMMON STOCK OF

                                  DIGICON INC.

NO. W-3                                                          42,000 WARRANTS

         This Warrant Certificate certifies that JUPITER MANAGEMENT CO., INC.
("Holder") is the holder of 42,000 Warrants (subject to adjustment as provided
herein), each of which represents the right to subscribe for and purchase from
Digicon Inc., a Delaware corporation (the "Company"), one share of the common
stock, par value $.01 per share, of the Company (the common stock, including
any stock into which it may be changed, reclassified or converted, is herein
referred to as the "Common Stock") at the purchase price (the "Exercise Price")
of $4.50 per share (subject to adjustment as provided herein).

         The Warrants represented by this Warrant Certificate are subject to
the following provisions, terms and conditions:

         1.      EXERCISE OF WARRANTS

                 EXERCISE OF WARRANTS.  The Warrants may be exercised by the
Holder, in whole or in part (but not as to a fractional share of Common Stock),
by surrender of this Warrant Certificate at the principal office of the Company
at 3701 Kirby Drive, Suite 112, Houston, Texas 77098 (or such other office or
agency of the Company as may be designated by notice in writing to the Holder
at the address of such Holder appearing on the books of the Company) with the
appropriate form attached hereto duly exercised, at any time within the period
beginning on the date upon which the Company's shareholders approve the
issuance of the Warrants as required by the American Stock Exchange and
expiring at 5:00 p.m. Houston, Texas time, on July 26, 1999 (the "Exercise
Period"), and by payment to the Company by certified check or bank draft of the
Exercise Price for such shares.  The Company agrees that the shares of Common
Stock so purchased shall be and are deemed to be issued to the Holder as the
record owner of such shares of Common Stock as of the close of business on the
date on which the Warrant Certificate shall have been surrendered and payment
made for such shares of Common Stock.  Certificates representing the shares of
Common Stock so purchased, together with any cash for fractional shares of
Common Stock paid pursuant to Section 2D, shall be delivered to the Holder
promptly, and in no event later than ten (10) days after the Warrants shall
have been so exercised, and, unless the Warrants have expired, a new Warrant
Certificate representing the number of Warrants represented by the surrendered
Warrant Certificate, if any, that shall not have been exercised also shall be
delivered to the Holder within such time.
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         2.      ADJUSTMENTS

                 A.       ADJUSTMENTS.  The Exercise Price and the number of
shares of Common Stock issuable upon exercise of each Warrant shall be subject
to adjustment from time to time as follows:

                          (1)      STOCK DIVIDENDS; STOCK SPLITS; REVERSE STOCK
         SPLITS; RECLASSIFICATIONS.  In case the Company shall (i) pay a
         dividend with respect to its capital stock in shares of Common Stock,
         (ii) subdivide its outstanding shares of Common Stock, (iii) combine
         its outstanding shares of Common Stock into a smaller number of shares
         of any class of Common Stock or (iv) issue any shares of its capital
         stock in a reclassification of the Common Stock, other than
         elimination of par value, a change in par value, or a change from par
         value to no par value (any one of which actions is herein referred to
         as an "Adjustment Event"), the number of shares of Common Stock
         purchasable upon exercise of each Warrant immediately prior to the
         record date for such Adjustment Event shall be adjusted so that the
         Holder shall thereafter be entitled to receive the number of shares of
         Common Stock or other securities of the Company (such other securities
         thereafter enjoying the rights of shares of Common Stock under this
         Warrant Certificate) that such Holder would have owned or have been
         entitled to receive after the happening of such Adjustment Event, had
         such Warrant been exercised immediately prior to the happening of such
         Adjustment Event or any record date with respect thereto.  An
         adjustment made pursuant to this Section 2A(1) shall become effective
         immediately after the effective date of such Adjustment Event
         retroactive to the record date, if any, for such Adjustment Event.

                          (2)     ADJUSTMENT OF EXERCISE PRICE.  Whenever the
         number of shares of Common Stock purchasable upon the exercise of each
         Warrant is adjusted pursuant to Section 2A(1), the Exercise Price for
         each share of Common Stock payable upon exercise of each Warrant shall
         be adjusted by multiplying such Exercise Price immediately prior to
         such adjustment by a fraction, the numerator of which shall be the
         number of shares of Common Stock purchasable upon the exercise of each
         Warrant immediately prior to such adjustment, and the denominator of
         which shall be the number of shares of Common Stock so purchasable
         immediately thereafter.

                 B.       NOTICE OF ADJUSTMENT.  Whenever the number of shares
of Common Stock purchasable upon the exercise of each Warrant or the Exercise
Price is adjusted, as herein provided, the Company shall promptly notify the
Holder in writing (such writing referred to as an "Adjustment Notice") of such
adjustment or adjustments and shall deliver to such Holder a statement setting
forth the number of shares of Common Stock purchasable upon the exercise of
each Warrant and the Exercise Price after such adjustment, setting forth a
brief statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.





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                 C.       STATEMENT ON WARRANT CERTIFICATES.  The form of this
Warrant Certificate need not be changed because of any change in the Exercise
Price or in the number or kind of shares purchasable upon the exercise of a
Warrant.  However, the Company may at any time in its sole discretion make any
change in the form of the Warrant Certificate that it may deem appropriate and
that does not affect the substance thereof and any Warrant Certificate
thereafter issued, whether in exchange or substitution for any outstanding
Warrant Certificate or otherwise, may be in the form so changed.

                 D.       FRACTIONAL INTEREST.  The Company shall not be
required to issue fractional shares of Common Stock on the exercise of the
Warrants.  The number of full shares of Common Stock which shall be issuable
upon such exercise shall be computed on the basis of the aggregate number of
whole shares of Common Stock purchasable on exercise of the Warrants so
presented.  If any fraction of a share of Common Stock would, except for the
provisions of this Section 2D be issuable on the exercise of the Warrants (or
specified proportion thereof), the Company shall pay an amount in cash
calculated by it to be equal to the then fair value of one share of Common
Stock, as determined by the Board of Directors of the Company in good faith,
multiplied by such fraction computed to the nearest whole cent.

         3.      RESERVATION AND AUTHORIZATION OF COMMON STOCK

                 The Company covenants and agrees (a) that all shares of Common
Stock which may be issued upon the exercise of the Warrants represented by this
Warrant Certificate will, upon issuance, be validly issued, fully paid and
nonassessable and free of all transfer taxes, liens and charges with respect to
the issue thereof, (b) that during the Exercise Period, the Company will at all
times have authorized, and reserved for the purpose of issue or transfer upon
exercise of the Warrants evidenced by this Warrant Certificate, sufficient
shares of Common Stock to provide for the exercise of the Warrants represented
by this Warrant Certificate and (c) that the Company will take all such action
as may be necessary to ensure that the shares of Common Stock issuable upon the
exercise of the Warrants may be so issued without violation of any applicable
law or regulation, or any requirement of any securities exchange upon which any
capital stock of the Company may be listed.

         4.      NO VOTING RIGHTS

                 This Warrant Certificate shall not entitle the holder hereof
to any voting rights or other rights as a stockholder of the Company.

         5.      RESTRICTIONS ON TRANSFER

                 A.       WARRANTS.  This Warrant Certificate and the Warrants
it evidences are not transferrable directly or indirectly, in whole or in part,
except in the case of any such transfer which is in compliance with applicable
federal and state securities laws, including but not limited to, the Securities
Act of 1933, as amended the ("Securities Act"), and for which the Company





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is provided with an opinion of counsel to the Holder, reasonably satisfactory
to the Company, to the effect that such transfer is not in violation of any of
said securities laws.

                 B.       COMMON STOCK.  The shares of Common Stock issuable
upon exercise of the Warrants have not been registered under the Securities
Act, or under any applicable state securities laws, and Holder shall not offer
for sale, sell, transfer, pledge or otherwise hypothecate any such shares of
Common Stock except in accordance with the registration requirements of the
Securities Act and applicable state securities laws or upon delivery to the
Company of an opinion of legal counsel satisfactory to the Company that an
exemption from registration is available.  Each certificate evidencing shares
of Common Stock issued pursuant to any exercise of the Warrants evidenced
hereby will bear a conspicuous restrictive legend worded substantially as
follows:

         THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR UNDER ANY APPLICABLE
         STATE SECURITIES LAWS, AND THEY CANNOT BE OFFERED FOR SALE, SOLD,
         TRANSFERRED, PLEDGED OR OTHERWISE HYPOTHECATED EXCEPT IN ACCORDANCE
         WITH THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH STATE LAWS OR
         UPON DELIVERY TO THIS CORPORATION OF AN OPINION OF LEGAL COUNSEL
         SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM REGISTRATION IS
         AVAILABLE.

         6.      CLOSING OF BOOKS

                 The Company will at no time close its transfer books against
the transfer of any Warrant or of any shares of Common Stock or other
securities issuable upon the exercise of any Warrant in any manner which
interferes with the timely exercise of the Warrants.

         7.      WARRANTS EXCHANGEABLE; LOSS, THEFT

                 This Warrant Certificate is exchangeable, upon the surrender
hereof by any Holder at the office or agency of the Company referred to in
Section 1, for new Warrant Certificates of like tenor representing in the
aggregate the right to subscribe for and purchase the number of shares of
Common Stock which may be subscribed for and purchased hereunder, each such new
Warrant to represent the right to subscribe and purchase such number of shares
of Common Stock as shall be designated by said holder hereof at the time of
such surrender.  Upon receipt of evidence satisfactory to the Company of the
loss, theft, destruction or mutilation, or upon surrender or cancellation of
this Warrant Certificate, the Company will issue to the holder hereof a new
Warrant Certificate of like tenor, in lieu of this Warrant Certificate,
representing the right to subscribe for and purchase the number of shares of
Common Stock which may be subscribed for and purchased hereunder.





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         8.      MERGERS, CONSOLIDATIONS

                 If the Company shall merge or consolidate with another
corporation, the holder of this Warrant Certificate shall thereafter have the
right, upon exercise hereof and payment of the Exercise Price, to receive
solely the kind and amount of shares of stock (including, if applicable, Common
Stock), other securities, property or cash or any combination thereof
receivable by a holder of the number of shares of Common Stock for which this
Warrant might have been exercised immediately prior to such merger or
consolidation (assuming, if applicable, that the holder of such Common Stock
failed to exercise its rights of election, if any, as to the kind or amount of
shares of stock, other securities, property or cash or combination thereof
receivable upon such merger or consolidation).

         9.      REGISTRATION RIGHTS

                 A.       DEFINITIONS.  For the purposes of this Section 9, the
following terms have the meanings set forth below:

                 "WARRANTHOLDERS" means the Lenders which are issued warrants
         to purchase Common Stock pursuant to Section 2.3 of the Loan and
         Security Agreement.

                 "LOAN AND SECURITY AGREEMENT" means the Loan and Security
         Agreement between the Company, Digicon Geophysical Corp., Digicon/GFS
         Inc., Digicon Exploration Limited and Digicon Exploration, Ltd., as
         borrowers, Soros Capital L.P., CCF Jupiter L.P. and Jupiter Management
         Co., Inc., as lenders, and Jupiter Management Co., Inc., as agent.

                 "REGISTRABLE SECURITIES" means the shares of Common Stock
         issued upon exercise of the Warrants.

                 "WARRANTS" means all warrants to purchase Common Stock issued
         pursuant to Section 2.3 of the Loan and Security Agreement.

                 "LENDERS" shall have the meaning given such term in the Loan
         and Security Agreement.

                 B.       DEMAND REGISTRATION.

                          (1)     On one occasion prior to July 26, 2001, if
         the Holder requests in writing to register under the Securities Act
         any of the shares of Registrable Securities owned by it (which request
         shall (i) specify the number of shares of Registrable Securities
         intended to be offered and sold, (ii) express such person's present
         intent to offer such Registrable Securities for distribution, (iii)
         describe the nature or method of the proposed distribution thereof and
         (iv) contain the undertaking of such party to provide all such
         information and materials and take all such action as may be required
         or





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         appropriate in order to permit the Company to comply with all
         applicable requirements of the Securities and Exchange Commission (the
         "SEC") and to obtain acceleration of the effective date of the
         registration statement), the Company will use its reasonable efforts
         to cause the offering of the shares of Registrable Securities so
         specified in such request to be registered as soon as practicable
         thereafter so as to permit the sale or other distribution by the
         requesting party, and in connection therewith the Company will prepare
         and file on the appropriate form (or, if more than one form may be
         used, on such appropriate form as is selected by the Company) a
         registration statement under the Securities Act to effect such
         registration and permit the sale of the shares of Registrable
         Securities by the Holder.  Notwithstanding the foregoing, the Holder
         may exercise its one demand registration right with respect to any
         shares of Registrable Securities which are not held by the Holder
         because of a failure of the Holder to have exercised Warrants in
         connection with such shares, provided, however, that in any such
         event, the written request of the Holder set forth above shall also
         contain an undertaking to exercise, on or prior to the effective date
         of the registration statement, Warrants in connection with shares of
         Registrable Securities to be registered.

                          (2)     In the event that the Holder, after demanding
         registration pursuant to subsection (1) of this Section B, determines
         for any reason not to proceed with a registration pursuant to this
         Section B at any time before the registration statement in respect of
         such registration has been declared effective by the SEC, and such
         registration statement, if theretofore filed with SEC, is withdrawn
         and the Holder agrees to bear all costs and expenses (including, but
         not limited to, underwriting fees, registration, SEC and blue sky
         filing fees, printing expenses, and fees and expenses of legal counsel
         and accountants) incurred in connection therewith (except that the
         Holder need not bear any costs or expenses of any proposed offering
         that is withdrawn pursuant to Section D(7) hereof), then such
         withdrawn registration shall not be counted for purposes of
         determining whether the Holder has exercised its one demand
         registration right pursuant to this Section B.

                 C.       PARTICIPATION REGISTRATION.

                          (1)     Subject to the limitations of subsection (2)
         of this Section C, if at any time prior to July 26, 2001, the Company
         shall propose the registration under the Securities Act of an offering
         of Common Stock, the Company shall give written notice as promptly as
         practicable of such proposed registration (if practicable, at least 30
         days in advance of the initial filing with the SEC of the registration
         statement used in connection with such proposed offering, and in no
         event later than 20 days in advance of such initial filling date) to
         the Holder and will offer to include in any such offering the shares
         of Registrable Securities owned by the Holder (or obtainable by the
         Holder upon the exercise of the Warrants), upon the same terms
         (including the method of distribution) as all other shares of Common
         Stock being sold pursuant to such offering of which the Company shall
         have given notice, as aforesaid.





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                          (2)     Notwithstanding the obligations of the
         Company pursuant to subsection (1) of this Section C, (i) the Company
         shall not be required to give notice or to include such Registrable
         Securities in any such registration if the proposed registration is
         exclusively (A) a registration of an employee stock option or other
         employee incentive compensation plan or of Common Stock issued or
         issuable pursuant to any such plan, (B) Common Stock issued or
         issuable pursuant to a dividend or interest reinvestment plan, or
         other similar plan, or (C) a registration of securities proposed to be
         issued in exchange for securities or assets of, or in connection with
         a merger or consolidation with, another corporation; and (ii) the
         Company may, in its sole discretion and without the consent of the
         Holder, withdraw any such registration statement and abandon such
         proposed offering, notwithstanding the Holder's request to participate
         therein in accordance with this provision.

                 D.       LIMITATIONS, CONDITIONS AND QUALIFICATIONS TO
OBLIGATIONS OF THE COMPANY UNDER REGISTRATION PROVISIONS.  The obligation of
the Company to cause the Registrable Securities owned by the Holder to be
registered under the Securities Act pursuant hereto is subject to each of the
following limitations, conditions and qualifications:

                          (1)     The Company shall not be obligated to file or
         proceed with any registration statement pursuant to Section B hereof
         (i) unless such registration is demanded by the Holder and other
         Warrantholders in connection with an aggregate of not less than 51% of
         the shares of Registrable Securities held or which may be acquired
         upon exercise by all of the Warrantholders, (ii) within three months
         of the effective date of another registration statement, (iii) if the
         filing of the registration statement would require a "special audit"
         (as defined below) of the Company's financial statements (unless the
         Holder agrees to pay the cost of such special audit), (iv) during any
         period (not to exceed three months) when the Company has previously
         commenced and is proceeding with efforts with respect to an
         underwritten public offering of its securities and in the judgment of
         the managing underwriter thereof such requested filing would have a
         material adverse effect on the contemplated offering or (v) if the
         Company determines, in its reasonable judgment after consultation with
         its principal investment banker, that such registration would
         materially interfere with any financing, acquisition, corporate
         reorganization or other material transaction involving the Company or
         any of its affiliates contemplated by the Company's Board of
         Directors; provided, however, that any such delays may not exceed 180
         days in the aggregate during any period of 12 consecutive calendar
         months.  For purposes of this paragraph, the term "special audit"
         shall mean an audit not at year's end, requiring an opinion of any
         independent accountant.

                          (2)     In the case of participation registration
         pursuant to Section C hereof, if the managing underwriter of any
         proposed registered offering advises that the inclusion in a
         registration statement of some or all of the shares of Registrable
         Securities sought to be registered by the Holder, together with shares
         of Common Stock to be registered by the Company, creates a substantial
         risk that the proceeds or price per share to be derived from such
         public offering will be materially reduced or that the number of





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         shares of Common Stock (including the Registrable Securities) to be
         registered is too large to be reasonably sold, then the shares of
         Registrable Securities sought to be registered by the Holder (but not
         the shares of Common Stock sought to be registered by the Company)
         shall be reduced so that the total number of shares of Common Stock
         (including the Registrable Securities) to be registered and sold in
         such public offering does not exceed the number reasonably recommended
         by such managing underwriter.

                          (3)     The Holder, upon requesting registration,
         shall provided the Company such information with respect to the shares
         of Registrable Securities to be sold, the plans for the proposed
         disposition thereof and such other information as shall, in the
         opinion of counsel for the Company, be necessary to enable the Company
         to include in the registration statement relating to the proposed
         offering all material facts required to be disclosed with respect to
         such prospective seller.

                          (4)     The Company shall bear the cost of each
         registration under the Securities Act, as well as the cost of any
         registration and qualification under the blue sky laws of such states
         as the Holder shall reasonably request, including but not limited to,
         registration, SEC filing, National Association of Securities Dealers
         and blue sky filing fees, printing expenses and fees and disbursements
         of counsel and accountants for the Company; provided, however, that
         the Holder shall pay (i) the underwriting fees and selling commissions
         attributable to the shares of Registrable Securities (but not other
         shares of Common Stock) offered and (ii) the fees and disbursements of
         counsel for the Holder.

                          (5)     The Company shall not be required to amend or
         supplement such registration statement for more than nine months
         following its effective date.

                          (6)     The Company shall be entitled to postpone for
         a reasonable period of time (not to exceed 30 days) the filing of any
         registration statement otherwise required to be prepared and filed by
         it pursuant to Section B if, at the time the Company receives a
         request for such registration, the Company is engaged in any program
         for the purchase of shares of its Common Stock.

                          (7)     If the Company shall postpone the filing of a
         registration statement pursuant to subsection (1)(iv) or (6) of this
         Section D, the Holder shall have the right to withdraw the request for
         registration by giving written notice to the Company within 30 days
         after receipt of the notice of postponement and such withdrawn request
         shall not be counted for purposes of determining the number of
         registrations to which the Holder is entitled pursuant to Section B.

                          (8)     In the event the Holder requests registration
         pursuant to Section B hereof, (i) the offering or distribution of
         Registrable Securities shall be pursuant to a firm commitment
         underwriting, (ii) the managing underwriter shall be a nationally
         recognized investment banking firm approved by the Company (such
         approval not to be unreasonably





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<PAGE>   9
         withheld) and the Company will enter into an underwriting agreement
         containing representations, warranties and agreements not
         substantially different from those customarily made by an issuer in
         underwriting agreements with respect to secondary distributions;
         provided, however, that the Company will not be obligated to enter
         into an agreement with respect to indemnification of the underwriters
         materially less favorable to the Company than as set forth in Section
         F below.

                          (9)     The Company may require, as a condition to
         fulfilling its obligations under this Section 9, the written
         confirmation by the Holder and the underwriters to the effect that
         such persons agree to be bound by the indemnification agreements
         described in Section F(2) hereof.

                          (10)    The Holder, if requested by the managing
         underwriter with respect to an offering of Registrable Securities,
         will agree not to sell publicly any shares of Common Stock held by it,
         other than the shares of Registrable Securities so registered, for a
         period of time (not to exceed 60 days) prior to and after the
         effective date of the registration statement.

                 E.       COMPANY OBLIGATIONS IN CONNECTION WITH REGISTRATIONS.
In connection with any registration of Registrable Securities undertaken by the
Company pursuant to this Section 9 and any registration statement filed in
connection therewith, the Company shall:

                          (1)     furnish to the Holder or its underwriters
         such number of copies of any prospectus (including any preliminary
         prospectus or amended or supplemented prospectus) and such other
         documents as the Holder may reasonably request in order to effect the
         offering and sale of the Registrable Securities to be offered and sold
         by such person, but such obligations shall survive only while the
         Company is required to cause the registration statement to remain
         effective pursuant to Section E(4) hereof;

                          (2)     use its reasonable best efforts to qualify
         the offering under applicable blue sky laws or such other state
         securities laws as may be necessary or appropriate to enable the
         Holder to offer and sell the Registrable Securities in the states
         wherein such entity intends to offer such securities; provided,
         however, that the Company shall not be obligated to qualify to do
         business as a foreign corporation under the laws of any jurisdiction
         wherein it is not then qualified or to file any general consent to
         service of process;

                          (3)     furnish to the Holder unlegended certificates
         representing the shares of Registrable Securities theretofore owned by
         such person that are sold pursuant to such registration, such
         certificates to be furnished in such numbers and denominations as such
         person may reasonably request;





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                          (4)     use its reasonable best efforts to cause the
         registration statement to remain effective for nine months following
         its effective date or such lesser period as the underwriters may
         agreement;

                          (5)     notify the Holder, promptly after if shall
         receive notice thereof, of the time when such registration statement
         has become effective or a supplement to any prospectus forming a part
         of such registration statement has been filed;

                          (6)     promptly notify the Holder of any request by
         the SEC for the amending or supplementing of such registration
         statement or prospectus or for additional information;

                          (7)     prepare and file with the SEC, promptly upon
         the request of the Holder, any amendments or supplements to such
         registration statement or prospectus which, in the opinion of counsel
         for the Holder, is required under the Securities Act or the rules and
         regulations thereunder in connection with the distribution of
         Registrable Securities by the Holder;

                          (8)     prepare and promptly file with the SEC, and
         promptly notify the Holder of the filing of all amendments or
         supplements to such registration statement or prospectus as may be
         necessary to correct any statements therein or omissions therefrom,
         if, at the time when a prospectus relating to such securities is
         required to be delivered under the Securities Act, any event shall
         have occurred as a result of which any such prospectus or any other
         prospectus as then in effect would include an untrue statement of a
         material fact or omit to state any material fact necessary to make the
         statements therein, in the light of the circumstances in which they
         were made, not misleading;

                          (9)     advise the Holder, promptly after it shall
         receive notice or obtain knowledge thereof, of the issuance of any
         stop order by the SEC suspending the effectiveness of such
         registration statement or the initiation or threatening of any
         proceeding for that purpose and promptly use its reasonable best
         efforts to prevent the issuance of any stop order or to obtain its
         withdrawal if such stop order should be issued;

                          (10)    not file any amendment or supplement to such
         registration statement or prospectus (i) unless a copy thereof shall
         have been furnished to the Holder at least 24 hours prior to such
         filing, and (ii) not file any such amendment or supplement in the
         event the Holder shall have reasonably objected on the grounds that
         such amendment or supplement does not comply in all material respects
         with the requirements of the Securities Act or the rules and
         regulations thereunder;

                          (11)    at the request of the Holder, furnish on the
         effective date of the registration statement, and, if such
         registration includes an underwritten public offering, at the closing
         provided for in the underwriting agreement:  (i) opinions, dated such
         respective dates, of the counsel representing the Company for the
         purpose of such





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<PAGE>   11
         registration, addressed to the underwriters, if any, and to the
         Holder, covering such matters as such underwriters and the Holder may
         reasonably request, in which opinion such counsel shall state, subject
         to such qualifications as may be reasonably necessary under the
         circumstances and without limiting the generality of the foregoing,
         that (A) such registration statement has become effective under the
         Securities Act; (B) to the best of such counsel's knowledge, no stop
         order suspending the effectiveness thereof has been issued and no
         proceedings for that purpose have been instituted or are pending or
         contemplated under the Securities Act; (C) the registration statement
         and each amendment or supplement thereto comply as to form in all
         material respects with the requirements of the Securities Act and
         applicable rules and regulations of the SEC thereunder (except that
         such counsel need express no opinion as to financial statements or
         other reports of experts contained therein); (D) to the best of such
         counsel's knowledge, neither the registration statement nor any
         amendment nor supplement thereto contains any untrue statement of a
         material fact or omits to state a material fact required to be stated
         therein or necessary to make the statements therein in the light of
         the circumstances in which they were made, not misleading (except that
         such counsel need express no opinion as to financial statements or
         other reports of experts contained therein); (E) the descriptions in
         the registration statement or any amendment or supplement thereto of
         legal and governmental proceedings and contracts are accurate and
         fairly present the information required to be shown; (F) to the best
         of such counsel's knowledge, there are no legal or governmental
         proceedings, pending or threatened, required to be described in the
         registration statement or any amendment or supplement thereto which
         are not described as required; and (G) to the best of such counsel's
         knowledge, there are no contracts or documents or instruments of the
         character required to be described in the registration statement or
         amendment or supplement thereto or to be filed as exhibits to the
         registration statement, which are not described or filed as required;
         and (ii) letters, dated such respective dates, from the independent
         certified public accountants of the Company, addressed to the
         underwriters, if any, and to the Holder, covering such matters as such
         underwriters and the Holder may reasonably request, in which letters
         such accountants shall state, subject to such qualifications as may be
         reasonably necessary under the circumstances (without limiting the
         generality of the foregoing), that they are independent certified
         public accountants within the meaning of the Securities Act with
         respect to the Company and that in the opinion of such accountants the
         financial statements and other financial data of the Company included
         in the registration statement or any amendment or supplement thereto
         comply in all material respects with the applicable accounting
         requirements of the Securities Act; and

                          (12)    make available to the Holder, each
         underwriter for the Holder and their respective attorneys all such
         information and documents as they may reasonably request in order to
         verify the accuracy and completeness of statements contained in such
         registration statement; provided, however, that any underwriter or
         counsel for such underwriter shall first agree in writing with the
         Company that such information and documents that are clearly
         identified to such underwriter or counsel as being confidential will
         be keep confidential and will be used only for the purpose of
         verifying the accuracy





                                      -11-
<PAGE>   12
         and completeness of statements contained in such registration
         statement (subject to reasonable exceptions including, but not limited
         to, disclosure or information required by law).

                 F.       INDEMNIFICATION.

                          (1)     In the case of each registration effected by
         the Company pursuant to this Section 9, the Company agrees to
         indemnify and hold harmless the Holder, its officers and directors,
         each underwriter of the shares of Registrable Securities so registered
         and each person who controls the Holder or any such underwriter within
         the meaning of Section 15 of the Securities Act, against any and all
         losses, claims, damages or liabilities to which they or any of them
         may become subject under the Securities Act or any other statute or
         common law, including any amount paid in settlement of any litigation,
         commenced or threatened, if such settlement is effected with the
         written consent of the Company, and to reimburse them for any
         reasonable legal or other reasonable expenses incurred by them in
         connection with the investigation of any claims and defense of any
         actions (subject to subsection (3) of this Section F), insofar as any
         such losses, claims, damages, liabilities or actions arise out of or
         are based upon: any untrue statement of a material fact contained in
         the registration statement, any preliminary prospectus or final
         prospectus contained therein, or any amendment or supplement thereto,
         or in any blue sky application, or the omission or alleged omission to
         state therein a material fact required to be stated therein or
         necessary to make the statements therein not misleading; provided,
         however, that the indemnification agreement contained in this
         subsection (1) shall not (i) apply to such losses, claims, damages,
         liabilities or actions arising out of, or based upon, any such untrue
         statement or alleged untrue statement, or any such omission or alleged
         omission, if such statement or omission was made in reliance upon and
         in conformity with information furnished to the Company in writing by
         the Holder or such underwriter claiming rights of indemnification
         pursuant to this Section F for use in connection with the preparation
         of the registration statement or any preliminary prospectus or
         prospectus contained in the registration statement or any such
         amendment thereof or supplement thereto, or (ii) inure to the benefit
         of any underwriter (or to the benefit of any person controlling such
         underwriter) from whom the person asserting any such losses, claims,
         damages, expenses or liabilities purchased the securities which are
         the subject thereof, if such underwriter failed to send or give a copy
         of the final prospectus, as then amended or supplemented, to such
         person and if the untrue statement or omission alleged had been
         corrected in such final prospectus.

                          (2)     In the case of each registration effected by
         the Company pursuant to this Section 9, the Holder shall be obligated,
         and shall cause each underwriter of the shares of Registrable
         Securities to be registered on behalf of such person (the Holder and
         such underwriters being referred to severally in this subsection (2)
         as the "indemnifying person") to be obligated in the same manner and
         to the same extent as set forth in subsection (1) of this Section F,
         to indemnify and hold harmless the Company and each person, if any,
         who controls the Company within the meaning of Section 15 of the





                                      -12-
<PAGE>   13
         Securities Act, its directors and those officers of the Company who
         shall have signed any such registration statement, with respect to any
         statement or alleged untrue statement in, or omission or alleged
         omission from, such registration statement or any post-effective
         amendment thereof or any preliminary prospectus or final prospectus
         (as amended or supplemented, if amended or supplemented as aforesaid)
         contained in such registration statement, if such statement or
         omission was made in reliance upon and in conformity with information
         furnished in writing to the Company (except if such information
         theretofore had been corrected and, as corrected, provided to the
         Company) by such indemnifying person for use in connection with the
         preparation of such registration statement or any preliminary
         prospectus or final prospectus contained in such registration
         statement or any such amendment thereof or supplement thereto;
         provided, however, that the liability of the Holder hereunder shall be
         limited to the proceeds received by the Holder from the sale of
         Registrable Securities covered by such registration statement,
         amendment, supplement, prospectus or blue sky application, as the case
         may be.

                          (3)     Each person indemnified pursuant to this
         Section F will, promptly after its receipt of written notice of the
         commencement of any action against such indemnified person in respect
         of which indemnity may be sought from an indemnifying person on
         account of an indemnity agreement contained in this Section F, notify
         the indemnifying person in writing of the commencement thereof.  The
         omission of any indemnified person so to notify an indemnifying person
         of the commencement of any such action shall relieve the indemnifying
         person from any liability in respect of such action which it may have
         to such indemnified person on account of the indemnity agreement
         contained in this Section F, but shall not relieve the indemnifying
         person from any other liability which it may have to such indemnified
         person.  If any such action shall be brought against any indemnified
         person and it shall notify an indemnifying person of the commencement
         thereof, the indemnifying person will be entitled to participate
         therein and, to the extent it may desire, jointly with any other
         indemnifying person similarly notified, to assume the defense thereof
         with counsel satisfactory to such indemnified person, and after notice
         from the indemnifying person to such indemnified person of its
         election so to assume the defense thereof, the indemnifying person
         will not be liable to such indemnified person under this Section F for
         any legal or other expenses subsequently incurred by such indemnified
         person in connection with the defense thereof other than reasonable
         costs of investigation unless (i) the indemnified party shall have
         employed counsel in an action in which the indemnified party and
         indemnifying party are both defendants and there is a conflict of
         interest between such parties that would prevent counsel from
         adequately representing both parties, (ii) the indemnifying party
         shall not have employed counsel satisfactory within the exercise of
         reasonable judgment to the indemnified party to represent the
         indemnified party within a reasonable time after the notice of the
         commencement of the action or (iii) the indemnifying party has
         authorized the employment of counsel for the indemnified party at the
         expense of the indemnifying party.  The undertaking contained in this
         Section F shall be in addition to any liabilities which the
         indemnifying person may have pursuant to law.





                                      -13-
<PAGE>   14
         10.     MISCELLANEOUS.

                 A.       GOVERNING LAW. This Agreement shall be governed in
all respects by the internal laws of the State of New York.

                 B.       NO TRANSFER.  This Warrant Certificate and the rights
contemplated herein are not transferable and shall not inure to the benefit of
any person other than the Holder.

                 C.       ENTIRE AGREEMENT; AMENDMENT. This Agreement
constitutes the full and entire understanding and agreement between the parties
with regard to the subject hereof. This Agreement, or any provision hereof, may
be amended, waived, discharged or terminated upon the written consent of the
Company and the Holder.

                 D.       NOTICES, ETC.  All notices and other communications
required or permitted hereunder shall be in writing and shall be mailed by
registered or certified mail, postage prepaid, or otherwise delivered by hand
or by messenger including Federal Express or similar courier service, addressed
(a) if to the Holder, to the address of the Holder appearing on the books of
the Company or at such other address as the Holder shall have furnished to the
Company in writing, or (b) if to the Company, to Digicon Inc., 3701 Kirby
Drive, Suite 112, Houston, Texas 77098, Attn: President, or at such other
address as the Company shall have furnished to the Holder in writing.

                 Each such notice or other communication shall for all purposes
of this Agreement be treated as effective upon receipt.

                 E.       COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall
constitute one instrument.

                 F.       SEVERABILITY. In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force and
effect without said provision.





                                      -14-
<PAGE>   15
                 G.       TITLES AND SUBTITLES. The titles and subtitles used
in this Agreement are used for convenience only and are not considered in
construing or interpreting this Agreement.

         Dated: January 30, 1995


                                    DIGICON INC.



                                    By:/s/ RICHARD W. MCNAIRY                
                                       ------------------------------------  
                                    Name: Richard W. McNairy                 
                                    Title: Vice President and Chief Financial
                                           Officer                           
                                    
Attest:


       /s/ AMY MATULA
-------------------------------
Amy Matula, Assistant Secretary





                                      -15-
<PAGE>   16
                         [FORM OF ELECTION TO PURCHASE]

                   (To be executed upon exercise of Warrant.)

         The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase _____ shares of Common
Stock and herewith tenders in payment for such shares a certified check or bank
draft payable to the order of Digicon Inc. in the amount of $__________, all in
accordance with the terms hereof.  The undersigned requests that a certificate
for such shares be registered in the name of
______________________________________________________________ whose address is
______________________________________________________ and that such
certificate (or any payment in lieu thereof) be delivered to
________________________ whose address is ____________________________________.


Dated:____________________              _______________________________________
                                        (Signature must conform in all respects
                                        to name of holder as specified on the
                                        face of the Warrant.)