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                                                                   EXHIBIT 10.16

                           SECOND CONSULTANT AGREEMENT



This Agreement, made and entered into as of the 1st day of April 2003, effective
January 1, 2004, until December 31, 2004, by and between Mitcham Industries,
Inc. (Company) and William J. Sheppard (Consultant).

WITNESSETH:

WHEREAS, Company has the need for the services of a consultant experienced in
certain aspects of logistics of moving leased equipment in the foreign
operations of the Company's business;

WHEREAS, Consultant has such experience and is willing to perform such services
for Company in the areas of his competence;

Now, therefore, the parties agree as follows:

         1.       Consultant agrees to exert its best efforts on projects and
                  tasks mutually agreed to by Consultant and Company.
                  Consultant's performance thereof shall be to the satisfaction
                  of Company's designated representative.

         2.       In consideration of such efforts, Company agrees to pay
                  Consultant at the rates indicated in the work schedule set
                  forth in the Attachment to the Agreement between William J.
                  Sheppard and Company.

         3.       Consultant agrees that whatever knowledge and information is
                  learned during the term hereof and incident to the efforts on
                  behalf of Company is proprietary and confidential as to
                  Company, and Consultant will not, without the written consent
                  of Company, disclose any of said knowledge or information
                  until such information may become public.

         4.       The parties understand and agree that Consultant is an
                  independent contractor and not an agent or employee of Company
                  nor is any agency relationship hereby created.

         5.       Consultant shall comply with all plant rules and regulations
                  whenever an assignment requires his presence at a plant or
                  other facility owned or operated by Company or one of its
                  subsidiaries or affiliates, vendors or customers.

         6.       Consultant agrees to comply with Company's policy of
                  drug/alcohol free work environment, and will submit to a drug
                  test at any time requested by Company or one of its
                  subsidiaries or affiliates. Consultant understands that
                  failure to comply therewith will be cause for immediate
                  termination of this Agreement and removal from any plant or
                  other facility owned or operated by Company or one of its
                  subsidiaries or affiliates.



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         7.       Consultant agrees that he will not purport to bind the Company
                  to any agreement or obligation.

         8.       COPYRIGHT. All materials, reports, or other documents produced
                  in whole or in part under this Agreement shall be the property
                  of Company and shall not be the subject of an application for
                  copyright by or on behalf of Consultant without the prior
                  written consent of Company.

         9.       INDEPENDENT CONTRACTOR. The Consultant understands and
                  acknowledges that as an independent contractor, no employer -
                  employee relationship is hereby created.

         10.      All notices required or permitted by the terms hereof shall be
                  sent to the following address:

                  Consultant:                Company Representative:
                  William J. Sheppard        Mitcham Industries, Inc.
                  3786 Spring Road           44000 Highway 75 South
                  Huntsville, Texas 77340    P.O. Box 1175
                                             Huntsville, Texas 77342-1175

         11.      TAXES and CONTRIBUTIONS. Consultant assumes full
                  responsibility for and agrees to pay all contributions and
                  taxes payable under federal and state social security laws,
                  unemployment compensation laws and income tax laws as to all
                  of his employees engaged in the performance of work hereunder,
                  and to pay any and all valid sales or use taxes levied on
                  supplies, materials, equipment, and services performed by
                  Consultant hereunder. Consultant further agrees to indemnify
                  Company from any tax, interest, or penalty which Company may
                  be required by law to pay on account of its failure to
                  withhold any amounts from payments made to Consultant or, on
                  account of Consultant's or failure to comply with federal or
                  state law or the rules and regulations of administrative
                  officials or boards charged with the enforcement of the
                  federal and state acts referred to above.

         12.      Consultant shall not assign this Agreement or subcontract any
                  of the work hereunder without first obtaining Company's
                  written consent.



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         13.      This Agreement will be construed according to the law of the
                  State of Texas except for the conflicts of law jurisprudence
                  of the State of Texas.

         14.      Nothing contained herein shall preclude Consultant from
                  accepting any other employment or consulting positions during
                  the term of this Agreement, it being the parties intention
                  that regardless of Consultant's other employment Consultant
                  will be entitled to the compensation contemplated herein.
                  Company agrees that it will accommodate Consultant's schedule
                  for tasks assigned to Consultant under this agreement.



CONSULTANT                                   MITCHAM INDUSTRIES, INC.


/s/ William J. Sheppard                      /s/ Billy F. Mitcham, Jr.
------------------------------               -----------------------------------
William J. Sheppard                          Billy F. Mitcham, Jr., President
                                             and CEO
Date: April 4, 2003                          Date: April 1, 2003
      ------------------------                     -----------------------------


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