<PAGE>   1





                     IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE


                                    )
IN RE:                              )       CHAPTER 11
                                    )
GRANT GEOPHYSICAL, INC.,            )       CASE NO. 96-1936 (HSB)
                                    )
                 DEBTOR.            )
                                    )


              JOINT STIPULATION AND AGREED ORDER AUTHORIZING FINAL
                 FINANCING, GRANTING SENIOR LIENS AND PRIORITY
                  ADMINISTRATIVE EXPENSE STATUS, PROVIDING FOR
                  ADEQUATE PROTECTION, MODIFYING THE AUTOMATIC
                   STAY, AND AUTHORIZING DEBTOR TO ENTER INTO
                  AGREEMENTS WITH FOOTHILL CAPITAL CORPORATION


         THIS MATTER came before the Court on January __, 1997, upon the
Verified Motion For An Order Authorizing Debtor To Obtain Secured Post-Petition
Financing Pursuant To 11 U.S.C. Section  364 (b) and (c), of Grant Geophysical,
Inc., Debtor and Debtor-in-Possession (the "Debtor"), dated December 6, 1996
(the "Financing Motion"), seeking, inter alia, (i) authority pursuant to
Sections 364(c)(1), 364(c)(2), and 364(c)(3) of the United States Bankruptcy
Code, 11 U.S.C.  Sections  101, et seq. (the "Code"), and Rules 4001 and 9014
of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") for the
Debtor to obtain post-petition loans and advances of up to the aggregate
outstanding amount from time to time of $12,500,000, inclusive of the amount of
all pre-petition indebtedness owed from time to time by the Debtor to Foothill
Capital Corporation ("Foothill"), the debtor-in-possession financier, secured
by (A) except as otherwise set forth herein, first-priority security interests
in and liens upon all of the Collateral (as hereinafter defined) and (B)
security interests in and liens upon all of the Collateral, pursuant 

JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 1 -
<PAGE>   2
to Sections 364(c)(2) and 364(c)(3) of the Code, (ii) authority for the Debtor 
to ratify, extend, assume, adopt, amend, and perform under the existing loan,
financing, and security agreements by and between the Debtor and Foothill,
pursuant to the terms of the Loan Documents (as defined hereinafter) and the
Ratification and Amendment Agreement (together with any amendment thereto, the
"Ratification Agreement"), filed as an Addendum to the Financing Motion (the
"Addendum") and incorporated herein for all purposes, (iii) approval of the
terms and conditions of the loan, financing, and security agreements by and
between the Debtor and Foothill, as so ratified, extended, assumed, adopted and
amended, (iv) the modification of the automatic stay to the extent provided
below, (v) granting of adequate protection to Foothill for the Pre-Petition
Collateral (as defined hereinafter), inclusive of "cash collateral" derived
therefrom within the meaning of Section 363(a) of the Code, and (vi) the
granting to Foothill of its super-priority administrative claim status pursuant
to Section 364(c)(1) of the Code.  The Debtor has represented to the Court that
it will comply with the terms of this Joint Stipulation And Agreed Order
Authorizing Final Financing, Granting Senior Liens And Priority Administrative
Expense Status, Providing For Adequate Protection, Modifying The Automatic
Stay, And Authorizing Debtor To Enter Into Agreements With Foothill Capital
Corporation (this "Final Financing Order").  Various creditors appeared by and
through their respective counsel and announced to the Court that they had no
objections to the Financing Motion, to the extent of the final financing sought
therein, based on the changes now reflected in this Final Financing Order and
Amendment Number One to Ratification and Amendment Agreement ("Amendment No.
One") attached hereto and incorporated herein for all purposes.  All remaining
objections to the Financing Motion have been overruled by this Court.  The
Court finds notice to have been sufficient and adequate under the particular
circumstances of this case.  The parties hereto have





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 2 -
<PAGE>   3
stipulated and agreed as follows, and based upon the pleadings and the proffers
of evidence and representations of counsel, the Court hereby adopts said
stipulation and agreement as findings of fact and conclusions of law(1) to
permit financing of the Debtor on a final basis.


                              I.  FINDINGS OF FACT

         1.      Adequate notice and opportunity for hearing have been given
for the Financing Motion, to the extent of the final financing sought therein,
in accordance with the provisions of 11 U.S.C. Sections  102, 361, 362, 363 and
364, and Bankruptcy Rules 4001(c) and (d) and 9006.  This is a core proceeding
as defined in 28 U.S.C. Sections 157(b)(2)(A),(D),(G),(K),(M), and (O).

         2.      The Debtor filed its Voluntary Petition for reorganization
under Chapter 11 of the Code on December 6, 1996 (such date, and the specific
time of filing on such date, being referred to as the "Petition Date"), and
thereafter continued in the management and possession of its business and
properties as Debtor-in-Possession pursuant to Sections 1107 and 1108 of the
Code.

         3.      Foothill has agreed to provide post-petition loans and
advances to or for the benefit of the Debtor pursuant to the terms of certain
loan, financing, and security agreements executed and delivered by the Debtor
with, to, or in favor of Foothill, including, without limitation, the
agreements set forth in the Exhibit annexed to the Addendum and the Uniform
Commercial Code financing statements filed or to be filed by Foothill against
the Debtor set forth in an Exhibit annexed to the Addendum (all of such
documents, security agreements, and financing statements, and all other related
agreements, documents (including, without limitation, the Intercreditor
Agreements (i) by and between Foothill and Madeleine LLC, f/k/a Madeline,
L.L.C. ("Madeleine") and (ii) between and among Foothill, Input/Output, Inc.
("Input/Output") and Global Charter Corporation, (all as more fully described
in Paragraph 9 of Part III of this Final Financing Order; collectively, the
"Intercreditor Agreements"), notes, instruments, and guarantees creating or
evidencing indebtedness of the Debtor to Foothill or granting collateral
security of the Debtor in favor of Foothill, as the same now exist or may
hereafter be amended, modified, supplemented, ratified, assumed, extended,
renewed, restated, or replaced, being referred to herein collectively as the
"Loan Documents").

         4.      The Debtor admits, acknowledges, and stipulates that the
principal amount of all obligations, liabilities, and indebtedness of the
Debtor to Foothill, both absolute and contingent, existing prior to the
commencement of the above-referenced Chapter 11 case (the "Case"), together
with all interest, fees, commissions, costs, and expenses accrued and accruing
with respect thereto (collectively, the "Pre-Petition Lender Debt") is
$11,500,946, as of December 5, 1996.  The Debtor stipulates (but not the
Creditors' Committee) that the Pre-Petition Lender Debt is fully secured
pursuant to the Loan Documents by the following (collectively, the




----------------------------

(1)  To the extent any finding of fact is mischaracterized as a conclusion of
     law, it shall be deemed a finding of fact, and vice versa.


JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 3 -
<PAGE>   4
"Pre-Petition Collateral"):  (i) perfected and valid security interests in, and
liens upon, all of the Debtor's property constituting the pre-petition
collateral of Foothill and other security for the Pre-Petition Lender Debt as
provided in the pre-petition Loan Documents; and (ii) all profits, income, and
proceeds derived therefrom, and all accessions, substitutions, renewals,
improvement, replacements, and additions thereof, now owned or hereafter
acquired by the Debtor, and all rights and property of any kind forming the
subject matter of any of the foregoing existing as of the Petition Date,
together with all post-petition proceeds and products thereof under 11 U.S.C.
Section  552(b).  The preceding admissions of the Debtor are without prejudice
to the rights of the Creditors' Committee (as defined below) or other parties
in interest to file a complaint with respect to, or otherwise object to, the
Pre-Petition Lender Debt and the liens with respect to same as provided for
below.

         5.      The Debtor further admits, acknowledges, and stipulates that
the Pre-Petition Lender Debt is valid and enforceable and is not subject to
offset, credit, or counterclaim, and that the liens on the Pre-Petition
Collateral securing repayment of the Pre-Petition Lender Debt are valid,
perfected, and unavoidable.  The preceding admissions of the Debtor are without
prejudice to the rights of the Creditors' Committee or other parties in
interest to file a complaint with respect to, or otherwise object to, the
Pre-Petition Lender Debt and the liens with respect to same as provided for
below.

         6.      Without the proposed financing, the Debtor will suffer
immediate and irreparable harm insofar as it will not have the funds necessary
to pay its post-petition payroll,  payroll taxes, inventory suppliers,
overhead, and other expenses necessary for the continued operation of the
Debtor's business and the management and preservation of its assets and
properties.

         7.      The Debtor has requested that Foothill make loans and advances
to or for the benefit of the Debtor to provide funds, inter alia, to be used
for such purposes described in Paragraph 6 above.

         8.      All such loans and advances by Foothill will benefit the
Debtor and its estate.

         9.      Foothill is willing to make such loans and advances on a
secured basis, as more particularly described herein and subject to the terms
and conditions contained herein and in the Loan Documents.

         10.     The ability of the Debtor to continue in business and remain a
viable entity and thereafter reorganize under Chapter 11 of the Code depends
upon obtaining such financing from Foothill.  Nevertheless, the financing from
Foothill is intended to "bridge" the financing of the Debtor's operations until
the Debtor can consummate a Recapitalization (as such term is defined in
Amendment No. One).  The Debtor covenants that it shall exercise its best
efforts to immediately market and, as soon as reasonably practicable,
consummate a Recapitalization.  The Debtor acknowledges that such
Recapitalization is the principal means of satisfying the claims of creditors
in this Case.  In addition, the Debtor has filed applications to retain the
services of an investment banker, a real estate broker, and an experienced
executive to manage the Debtor, all





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ORDER AUTHORIZING FINAL, ETC. - 4 -
<PAGE>   5
in an effort to facilitate this process and expedite the marketing and
Recapitalization of the Debtor, as required under the Loan Documents and
Interim Financing Order (as defined below).

         11.     The relief requested in the Financing Motion is necessary,
essential, and appropriate for the continued operation of the Debtor's business
and the management and preservation of its assets and properties.

         12.     The Debtor is unable to obtain unsecured credit allowable
under Section 503(b)(1) of the Code, or pursuant to Sections 364(a) and (b) of
the Code.

         13.     No practical source of financing exists other than Foothill
since the Debtor acknowledges that (a) all of its cash is "cash collateral" of
Foothill under Section 363(a) of the Code (the "Cash Collateral"), and (b)
Foothill does not consent to the Debtor's use of such Cash Collateral.
Moreover, the uncertainty of the Debtor's ability to obtain the use of Cash
Collateral over the objections of Foothill would lead to uncertainty by other
trade creditors and would not be beneficial to the Debtor's reorganization
efforts.  In addition, Cash Collateral alone would not be sufficient to allow
the Debtor to continue in business and remain a viable entity and reorganize
under Chapter 11 of the Code.  The Debtor's only means of obtaining funding is
a debtor-in-possession loan facility pursuant to Section 364 of the Code.

         14.     The Financing Motion (seeking interim and final financing
therein) was filed on December 6, 1996, and the Debtor provided actual notice
of the terms of the Financing Motion, and the relief requested thereunder by
first- class mail, postage prepaid, or overnight courier on December 6, 1996,
to (a) the Office of the United States Trustee, (b) the attorneys for Foothill,
(c) the attorneys for Madeleine, (d) the 20 largest unsecured creditors of the
Debtor, (e) the Creditors' Committee, (f) all creditors known to the Debtor who
may have liens against the Debtor's assets, (g) all factors and vendors as of
the Petition Date who have deposits or other security that exceeds the amount
owed to such factor and/or vendor, to the extent known, (h) all parties in
interest who have filed a notice of appearance in the Case from and after the
date of the Financing Motion, and (i) all parties in interest who have
requested such information.

         15.     On December 6, 1996, this Court granted the Financing Motion
(to the extent of the interim financing sought therein), and the Court entered
a certain Joint Stipulation and Agreed Order Authorizing Interim Financing,
Granting Senior Liens And Priority Administrative Expense Status, Providing For
Adequate Protection, Modifying The Automatic Stay, And Authorizing Debtor To
Enter Into Agreements With Foothill Capital Corporation (the "Interim Financing
Order").  Pursuant to the terms of the Interim Financing Order, the Debtor was
authorized to enter into the debtor-in-possession loan facility pursuant to the
terms and conditions of the Loan Documents and borrow from Foothill, on an
interim basis, an amount not to exceed the aggregate principal amount of
$12,500,000, inclusive of the Pre- Petition Lender Debt outstanding as of the
Petition Date.  Foothill thereafter made advances to the Debtor through and
including the date of the entry of this Final Financing Order.  By virtue of
the Interim Financing Order, Foothill is entitled to all of the rights,
priorities, liens, and protections provided to Foothill under the terms of the
Interim Financing Order; provided, however, that nothing contained in the
Interim Financing Order (or, for that matter, the Final Financing Order)





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ORDER AUTHORIZING FINAL, ETC. - 5 -
<PAGE>   6
should be construed to authorize or otherwise grant to Foothill a priming lien
under Section  364(d) of the Code.

         16.     The Court originally set a deadline to object to the Financing
Motion (as to the final financing sought therein) for January 3, 1997 at 4:00
p.m. E.S.T.

         17.     On December 18, 1996, an Official Committee of Unsecured
Creditors (the "Creditors' Committee") was appointed in the Case.  On December
24, 1996, the U.S. Trustee's office appointed an additional member to the
Creditors' Committee.

         18.     Various objections were timely filed to the Financing Motion
and these objections have either been resolved by the form of this Final
Financing Order or are otherwise overruled by this Court.

         19.     Sufficient and adequate notice of the Financing Motion (as to
the final financing sought therein) and the hearing with respect thereto have
been given pursuant to Bankruptcy Rules 2002, 4001(c) and 9014 and Section
102(1) of the Code as required by Section 364(c) of the Code, and no further
notice of, or hearing on, the relief sought in the Financing Motion (as the
final financing sought therein) is necessary or required.

         20.     Consideration of the Financing Motion constitutes a "core
proceeding" as defined in 28 U.S.C. Sections 157(b)(2)(A), (D), (G), (K), (M),
and (O).  This Final Financing Order is subject to, and Foothill is entitled to
the benefits of, the provisions of Section 364(e) of the Code.  This Court has
jurisdiction over this proceeding and the parties and property affected hereby
pursuant to 28 U.S.C. Sections  157(b)(2)(A), (D), (G), and (M) and 1334.

         21.     The terms of the Loan Documents by and between the Debtor and
Foothill, pursuant to which post-petition loans and advances may be made to or
for the benefit of the Debtor by Foothill, have been negotiated at arms' length
and in good faith, as that term is used in Section 364(e) of the Code, and are
in the best interests of the Debtor.  Foothill shall be given all the
protections of entities that have extended credit in good faith under Section
364(e) of the Code.

         22.     Good, adequate, and sufficient cause has been shown to justify
the granting of the relief requested herein.

         WHEREUPON, this Court makes the following conclusions of law:

                            II.  CONCLUSIONS OF LAW

         A.      Foothill is entitled to the liens and protections of a
good-faith lender under Sections 364(c)(1), (c)(2), and (c)(3) and 364(e) of
the Code, as provided herein.

         B.      Foothill, as the holder of a secured claim against the Debtor,
is entitled to adequate protection of its interests in the Pre-Petition
Collateral under Sections 361, 362, and





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ORDER AUTHORIZING FINAL, ETC. - 6 -
<PAGE>   7
363 of the Code and the provisions of Section 506(b) of the Code as a
consequence of the value of the Collateral (as hereinafter defined).

         C.      The entry of this Final Financing Order is in the best
interest of the Debtor, its creditors, and its bankruptcy estate.

         D.      Good and sufficient notice of the Financing Motion, with
respect to the request therein for the entry of this Final Financing Order, and
of the hearing thereon has been provided in accordance with Sections 102(1) and
364(c)(1), (2), and (3) of the Code, Bankruptcy Rule 2002, and any requests for
other and further notice shall be and are hereby dispensed with and waived.

         E.      The relief granted by this Court pursuant to this Final
Financing Order is necessary to the continued operations of the Debtor's
business and is in the best interests of its estate.

                           III.  ORDERS OF THE COURT

         BASED UPON THE FOREGOING, it is therefore ORDERED as follows:

         1.      The Financing Motion (as to the final financing sought
therein, as modified herein) is granted, and it is hereby approved.

         2.      The Debtor is hereby authorized and empowered to borrow from
Foothill on a revolving basis in accordance with the Loan Documents, pursuant
to the terms of this Final Financing Order and the terms and conditions set
forth in the Loan Documents, in such  amount or amounts as may be made
available to or for the benefit of the Debtor from Foothill, which shall for
such period not exceed the aggregate principal amount of $12,500,000, inclusive
of the Pre-Petition Lender Debt outstanding as of the Petition Date subject to
the terms of the Loan Documents.  To the extent the terms and conditions of the
Loan Documents are in conflict with the terms and conditions of this Final
Financing Order, the terms and conditions of this Final Financing Order shall
control.

         3.      During the term of this Final Financing Order, the Debtor
shall use the proceeds of the loans solely to fund the Debtor's working capital
needs, issue commercial or standby letters of credit and for other general
corporate purposes.

         4.      The Debtor is authorized and directed to execute, deliver,
perform, and comply with the terms and conditions of the Loan Documents
(inclusive of the Ratification Agreement), pursuant to which (a) the Debtor
ratified, extended, assumed, adopted and amended the Loan Documents, and agreed
to be bound thereby, and (b) the Debtor agreed to perform and comply with the
terms and conditions of the Loan Documents.

         5.      The terms and conditions of the Loan Documents, as so
ratified, extended, assumed, adopted and amended, shall be deemed to be
incorporated into the terms and conditions





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ORDER AUTHORIZING FINAL, ETC. - 7 -
<PAGE>   8
of this Final Financing Order and shall be sufficient and conclusive evidence
of the borrowing arrangements by and between the Debtor and Foothill, and of
the Debtor's assumption and adoption of the terms and conditions of the Loan
Documents, for all purposes, including the payment of all interest, closing
fees, commitment fees, servicing fees, letter of credit fees, facility fees,
additional commitment fees, early termination fees, other fees, and expenses as
more fully set forth in the Loan Documents.

         6.      The Debtor hereby acknowledges and agrees (and this Court
hereby finds for all purposes in this Case, subject only to the rights of a
Creditors' Committee and other parties in interest as hereinafter set forth in
Paragraph 7 below), that as of the Petition Date:  (a) the Loan Documents are
valid and binding agreements and obligations of the Debtor to Foothill, (b) the
Debtor owes to Foothill pursuant to the Loan Documents as of December 5, 1996,
the approximate amount of $11,500,946, consisting of:  (i) unpaid principal,
(ii) interest continuing to accrue on the foregoing obligations at the
pre-default rate of interest provided under the Loan Documents, and (iii) the
expenses of Foothill which are still accruing, (c) the security interests in
and liens upon the Pre-Petition Collateral of Foothill are valid, perfected,
enforceable and non-avoidable, (d) the pre-petition claims of Foothill against
the Debtor and the estate of the Debtor are allowable and are valid,
enforceable and non-avoidable (in the amount set forth above), (e) the Debtor
does not possess and may not assert any claim, counterclaim, setoff or defense
of any kind or nature which would in any way affect the validity,
enforceability or non-avoidability of the amount set forth above, Foothill's
security interests in and liens upon the Pre-Petition Collateral, or reduce or
affect the obligation of the Debtor to pay the amount set forth above, and (f)
Foothill and its agents and employees are released and discharged from all
claims and causes of action arising out of the Loan Documents or Foothill's
relationship with the Debtor prior to the entry of this Final Financing Order.

         7.      The extent, validity, priority, perfection, and enforceability
of the pre-petition liens or any other claims of Foothill, whatsoever against
the Debtor, are for all purposes subject only to the rights of a duly appointed
Creditors' Committee in the Debtor's Case and any party in interest for a
period of ninety (90) days from the formation of the Creditors' Committee in
this Case, to file a complaint pursuant to Bankruptcy Rule 7001 to invalidate,
set aside, or subordinate the Pre-Petition Lender Debt and/or to object to the
extent, validity, priority, or perfection of Foothill's pre-petition security
interests and liens or to pursue the pre-petition claims against Foothill
described in Paragraphs 6(e) and 6(f) of Part III immediately above.  To the
extent that Foothill's pre-petition security interests and liens are avoided,
the replacement liens and security interests granted to Foothill under
Paragraph 8 below are likewise avoided.  If such complaint is not so timely
filed, the Pre-Petition Lender Debt and Foothill's pre-petition security
interests and liens shall be recognized as valid, binding, allowed and in full
force and effect with respect to all parties in the Debtor's Case, including,
without limitation, any Trustee or successor Trustee appointed hereafter, and
as a fully secured claim pursuant to Sections 506(a) and (b) of the Code.  The
entry of this Order shall constitute an authorization of the Creditors'
Committee to file an adversary proceeding to determine the validity, priority
and extent of the Pre-Petition Lender Debt and liens with respect thereto of
Foothill, to seek recovery of avoided pre- petition transfers from Foothill, to
seek subordination of Foothill's Pre-Petition Lender Debt, or to pursue any
other pre-petition claims against Foothill that the estate might have.





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         8.      Pursuant to Sections 364(c)(2) and (3) of the Code in
connection with the Post-Petition Lender Debt (as hereinafter defined) and as
adequate protection replacement liens pursuant to Sections 361 and 363(e) of
the Code in connection with any diminution in the value of the Pre-Petition
Collateral, to secure the prompt payment and performance of any and all
obligations, liabilities, and indebtedness of the Debtor to Foothill, of
whatever kind or nature or description, consisting of all post-petition
obligations, liabilities, and indebtedness of the Debtor arising under the Loan
Documents, as amended by the Ratification Agreement, Foothill shall have and is
hereby granted, effective on and after the date of this Final Financing Order,
valid and perfected first-priority security interests and liens, superior to
all other creditors of the estates of the Debtor (except with respect to

         (i)     the collateral for which Madeleine holds a valid
                 first-priority lien and security interest as recognized in the
                 Madeleine Intercreditor Agreement and as set forth in
                 Paragraph 9A below, and

         (ii)    the collateral for which Input/Output holds a valid
                 first-priority lien and security interest as recognized in the
                 IOG Intercreditor Agreement (as defined below) and the
                 Ratification Agreement, any valid purchase money security
                 interests with respect to any valid purchase money security
                 interests with respect to any equipment sold by Input/Output
                 to the Debtor, and as set forth in Paragraph 9B below)

in and upon all of the properties and assets of the Debtor, real or personal,
including but not limited to those assets described in the Loan Documents and
hereafter-acquired real and personal property of the Debtor and its bankruptcy
estate, whether acquired prior to or after the filing of the petition
commencing the Case, whether now owned and existing or hereafter acquired,
created or arising, and all products and proceeds thereof (including without
limitation, claims of the Debtor against third parties for loss or damage to
such property), including all accessions thereto, substitutions and
replacements thereof, and wherever located, including, but not limited to, the
following (collectively, the "Collateral"):

                 (a)      all presently existing and hereafter arising
         accounts, contract rights, and all other forms of obligations owing to
         the Debtor arising out of the sale or lease of goods or the rendition
         of services by the Debtor, irrespective of whether earned by
         performance, and any and all credit insurance, guaranties, or security
         therefor (collectively, the "Accounts");

                 (b)      all of the Debtor's present and future general
         intangibles and other personal property (including contract rights,
         rights arising under common law, statutes, or regulations, choses or
         things in action, goodwill, patents (including, but not limited to,
         all of the "Patent Collateral", as defined in that certain Patent
         Collateral Assignment, dated April 26, 1993, by and between Foothill
         and the Debtor), trade names, trademarks, servicemarks, copyrights,
         blueprints, drawings, purchase orders, customer lists, monies due or
         recoverable from pension funds, route lists, monies due under any
         royalty or





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<PAGE>   10
         licensing agreements, infringements, claims, computer programs,
         computer discs, computer tapes, seismic data, literature, reports,
         catalogs, deposit accounts, insurance premium rebates, tax refunds,
         and tax refund claims, as well as all cash collateral that is
         hypothecated to secure letters of credit or bonding obligations) other
         than goods and Accounts (collectively, the "General Intangibles");

                 (c)      all of the Debtor's present and future letters of
         credit, notes, drafts, instruments, certificated securities (including
         the shares of stock of any Subsidiary, as defined in the Loan
         Agreement), documents, personal property leases (wherein the Debtor is
         the lessor), chattel paper, and the Debtor's Books (as defined below)
         relating to any of the foregoing (collectively, the "Negotiable
         Collateral");

                 (d)      all present and future inventory in which the Debtor
         has any interest, including goods (including seismic data to the
         extent the same is characterized as a good) held for sale or lease or
         to be furnished under a contract of service and all of the Debtor's
         present and future raw materials, work in process, finished goods, and
         packing and shipping materials, wherever located, and any documents of
         title representing any of the above (collectively, the "Inventory");

                 (e)      all of the Debtor's present and hereafter acquired
         machinery, machine tools, motors, equipment, furniture, furnishings,
         fixtures, vehicles (including motor vehicles and trailers), tools,
         parts, dies, jigs, goods (other than consumer goods, farm products, or
         the Inventory), and any interest in any of the foregoing, wherever
         located, and all attachments, accessories, replacements,
         substitutions, additions, and improvements to any of the foregoing,
         wherever located (collectively, the "Equipment");

                 (f)      all of the Debtor's books and records including:
         ledgers; records indicating, summarizing, or evidencing the Debtor's
         assets or liabilities, or the Collateral; all information relating to
         the Debtor's business operations or financial condition; and all
         computer programs, disc or tape files, printouts, runs, or other
         computer prepared information, and the equipment containing such
         information (collectively, the "Debtor's Books").  Upon the written
         request by the Creditors' Committee to the Debtor and Foothill and
         subject to confidentiality, the Creditors' Committee shall be entitled
         to all or a portion of a copy of the Debtor's Books at the sole
         expense of the Creditors' Committee with due regard to cost - benefit
         concerns and reserving to the Court the right to resolve disputes, if
         any, regarding cost - benefit concerns;

                 (g)      Notwithstanding anything to the contrary herein,
         expressly excluded from Foothill's collateral are all proceeds of
         claims of the Debtor for recovery or avoidance, as the case may be, of
         obligations, transfers of property, or interests in property, offsets,
         lawful currency of its equivalents, and other types or kinds of
         property (or the value thereof) recoverable or avoidable under Chapter
         5 of the Code (collectively, the "Avoidance Recoveries"), exclusive of
         any Avoidance Recoveries against Foothill; but Foothill's collateral
         shall include Avoidance Recoveries against Foothill, recoveries on the
         Debtor's insurance policies for coverage of, inter alia, officers and
         directors, or other





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<PAGE>   11
         causes of action or proceeds thereof, not arising from the Debtor's
         avoidance powers under Chapter 5 of the Code.  Foothill's lien on any
         such causes of action and insurance recoveries shall not be construed
         to divest the representatives of the estate of the Debtor from control
         over the prosecution of such causes of action, and Foothill agrees
         that it may not foreclose on same and that it shall subordinate its
         liens (except as to Avoidance Recoveries against Foothill) to the
         payment of the reasonable attorneys' fees, costs and expenses
         necessary to the prosecution of same;

                 (h)      All of the Debtor's shares of stock, including, but
         not limited to, 1000 shares of common stock of Grant Tensor
         Geophysical Corporation U.K., a Texas corporation, 50,000 shares of
         common stock of Seiscom Delta United (International) Corporation, a
         California corporation, 10,000 shares of common stock of Oklahoma
         Seismic Corporation, which pledged shares constitute 100% of the fully
         diluted issued and outstanding shares of stock of each of these
         companies, together with all "Proceeds" (as defined in that certain
         Stock Pledge Agreement, dated April 26, 1993, by and between the
         Debtor and Foothill) (collectively, the "Stock");

                 (i)      All real properties owned or leased by the Debtor,
         subject to valid and enforceable mortgages, if any, of third parties
         (collectively, the "Real Property");

                 (j)      All of the Debtor's lock box accounts, collection
         accounts, deposit accounts, concentration accounts and asset sale
         accounts containing cash proceeds of the Collateral or advances made
         to the Debtor, all funds now or hereto held therein, all present or
         future claims, demands, and choses in action in respect thereof
         (collectively, the "Special Accounts"); and

                 (k)      substitutions, replacements, additions, accessions,
         proceeds, products to or of any of the foregoing, including, but not
         limited to, proceeds of insurance covering any of the foregoing, or
         any portion thereof, and any and all Accounts, General Intangibles,
         Negotiable Collateral, Inventory, Equipment, Stock, Real Property,
         Special Accounts, money, or other tangible or intangible property
         resulting from the sale or other disposition of the Accounts, General
         Intangibles, Negotiable Collateral, Inventory, Equipment, Stock, the
         Real Property, the Special Accounts or any portion thereof or interest
         therein and the proceeds thereof.

         9.      Notwithstanding anything to the contrary set forth in
Paragraph 8 above, the security interests in and liens of Foothill upon the
Collateral shall not have priority over the following liens and security
interests (the "Existing Liens") and other interests described below:

                 (a)      the prior liens on the Debtor's property described on
         Exhibit B to Amendment No. One and incorporated herein for all
         purposes and any other existing liens on or interests in the Debtor's
         property (including such property listed thereon or otherwise
         encumbered and such proceeds thereof), so long as (i) such liens are
         valid, perfected, purchase money, and non-avoidable in accordance with
         applicable law, and (ii) the foregoing is without prejudice to the
         rights of the Debtor, any Creditors' Committee





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 11 -
<PAGE>   12
         in the Case, or any other party in interest, including Foothill, to
         object to the validity, priority, or extent of such liens, or the
         allowance of such debts secured thereby, described on such Exhibit B,
         or institute any actions or adversary proceedings with respect
         thereto;

                 (b)      the prior liens in favor of Banco Wiese Ltdo. on
         certain of Debtor's contracts described on Exhibit C to Amendment No.
         One and incorporated herein for all purposes), so long as (i) such
         liens are valid, perfected, and non-avoidable security interests, in
         accordance with applicable law, and (ii) the foregoing is without
         prejudice to the rights of the Debtor, any Creditors' Committee in the
         Case, or any other party in interest, including Foothill, to object to
         the validity, priority, or extent of liens, or the allowance of such
         debts secured thereby, described on such Exhibit B, or institute any
         actions or adversary proceedings with respect thereto;

                 (c)      the quarterly fees payable to the United States
         Trustee pursuant to 28 U.S.C. Section  1930 or fees of the Clerk of
         the Court;

                 (d)      liens and security interests in favor of Wells Fargo
         Bank (Texas), National Association ("Wells Fargo"), which cover
         deposits and funds held by Wells Fargo securing reimbursement
         obligations of the Debtor relating to letters of credit issued for the
         benefit of any surety in conjunction with certain bonded operations of
         the Debtor's business, such as explosive permits, highway use,
         hole-plugging obligations, etc., so long as (i) such liens are valid,
         perfected, and non-avoidable security interests, in accordance with
         applicable law, and (ii) the foregoing is without prejudice to the
         rights of the Debtor, any Creditors' Committee in the Case, or any
         other party in interest, including Foothill, to object to the
         validity, priority, or extent of such liens, or the allowance of such
         debts secured thereby, or to institute any actions or adversary
         proceedings with respect thereto;

                 (e)      interests of other parties claiming ownership of
         property under leases of such property to the Debtor; and

                 (f)      the prior liens in favor of Teachers Insurance and
         Annuity Association of America on the Houston Facility, so long as (i)
         such lien is valid, perfected, and non-avoidable, in accordance with
         applicable law, and (ii) the foregoing is without prejudice to the
         rights of the Debtor, any Creditors' Committee in the Case, or any
         other party in interest, including Foothill, to object to the
         validity, priority, or extent of such liens, or the allowance of such
         debts secured thereby, or to institute any actions or adversary
         proceedings with respect thereto.

Notwithstanding the foregoing, to the extent that the interests of
lessor-parties listed in Exhibit B or of any other party claiming ownership of
property leased to the Debtor or other parties subrogated to such parties'
rights are not leases but are, in fact, determined by the Court, after notice
and a hearing, to be disguised financing transactions and, furthermore, that
such interests are not valid, perfected, non-avoidable purchase money security
interests, Foothill's liens shall be prior to such interests.





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 12 -
<PAGE>   13
         9A.     In furtherance of the foregoing, and as adequate protection to
Madeleine to the extent of the amount of diminution in the value of the
Madeline Collateral (as defined in the Intercreditor Agreement, dated February
20, 1996), as amended, between Foothill and Madeleine (the "Madeleine
Intercreditor Agreement"), including diminution from the use thereof, Madeleine
shall have a second priority lien on and security interest in the Foothill
Collateral (as defined in the Madeleine Intercreditor Agreement), to the
extent, and only to the extent, such collateral was pre-petition collateral
subject to valid Madeleine liens, junior in all respects to the lien and
security interest of Foothill therein, and a first priority lien on and
security interest in the Madeline Collateral (as defined in the Madeleine
Intercreditor Agreement); provided, however, that nothing in this Final
Financing Order shall in any way abrogate or limit the terms of the Madeleine
Intercreditor Agreement or affect or change the intercreditor relationship
between Foothill and Madeleine as created pursuant to the Madeleine
Intercreditor Agreement.

         9B.     In furtherance of the foregoing, and as adequate protection to
Input/Output and Global Charter, to the extent of the amount of the diminution
in the value of the IOG Collateral (as defined in the IOG Intercreditor
Agreement dated July 8, 1994), as amended, between and among Foothill,
Input/Output, and Global Charter Corporation (the "IOG Intercreditor
Agreement"), as well as any valid purchase money security interests with
respect to any equipment sold by Input/Output to the Debtor, including
diminution from the use thereof, to the extent, and only to the extent, such
collateral was pre-petition collateral subject to valid Input/Output and Global
Charter liens, Input/Output shall have a first-priority lien against the IOG
Collateral (as defined in the IOG Intercreditor Agreement) and any valid
purchase money security interest with respect to any equipment sold by
Input/Output to the Debtor; provided, however, that nothing in this Final
Financing Order shall in any way abrogate or limit the terms of the IOG
Intercreditor Agreement or affect or change the intercreditor relationship
between and among Foothill, Input/Output and Global Charter Corporation as
created pursuant to the IOG Intercreditor Agreement.

         9C.     Notwithstanding anything to the contrary in this Final
Financing Order, no pre-petition secured creditor is entitled to any
replacement liens except as follows:  to the extent a pre-petition secured
lender had a valid and perfected lien on the Debtor's property pre-petition,
such lender is entitled to a post-petition replacement lien in only the same
types of collateral.

         10.     Foothill shall have all rights and remedies with respect to
the Debtor, the Post-Petition Lender Debt, and the Collateral as are set forth
in the Loan Documents and this Final Financing Order.

         11.     The Loan Documents shall be subject to termination at
Foothill's option as to any future loans, advances, and other credit
accommodations to be made or provided by Foothill to the Debtor immediately
upon such written notice as provided in the Loan Documents following the
occurrence of any Event of Default (as hereinafter defined) or immediately upon
the expiration or termination of the Debtor's authorization to borrow from
Foothill, pursuant to this Final Financing Order and the Loan Documents.





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 13 -
<PAGE>   14
         12.     Foothill shall apply the proceeds of the Pre-Petition
Collateral, first to Pre-Petition Lender Debt, until such Pre-Petition Lender
Debt is paid and satisfied in full under the Loan Documents.  Thereafter, the
Pre- Petition Collateral shall be applied in reduction of the Post-Petition
Lender Debt.  The proceeds of all Collateral arising from and after the
Petition Date, to the extent that such Collateral does not constitute
Pre-Petition Collateral (the "Post-Petition Collateral") shall be applied to
the payment of the Post-Petition Lender Debt.

         13.     The value, if any, of the Pre-Petition Collateral in excess of
the amount of the Pre-Petition Lender Debt secured by such collateral shall
constitute additional security for the repayment of the Pre-Petition Lender
Debt.  In this regard, the amount by which the value of the Pre-Petition
Collateral exceeds the amount of the Pre-Petition Lender Debt, i.e., the equity
cushion, which provides a source for payment of allowed amounts under 11 U.S.C.
Section 506(b), constitutes an interest of Foothill in the Pre-Petition
Collateral that is itself subject to adequate protection under 11 U.S.C.
Sections  361 and 363.  To the extent a decrease in the value of the
Pre-Petition Collateral renders the Pre-Petition Collateral insufficient to pay
the Pre-Petition Lender Debt (including post-petition interest, fees, costs,
and expenses) (i.e., the adequate protection provided herein fails), Foothill
shall be entitled to a super-priority administrative expense claim under 11
U.S.C. Section  503(b) and Section  507(a)(1) and (b).

         14.     This Final Financing Order shall be sufficient and conclusive
evidence of the priority, perfection, and validity of all of the security
interests in and liens upon the property of the estate of the Debtor granted to
Foothill as set forth herein, and the liens and security interests granted and
created herein shall, by virtue of this Final Financing Order, constitute valid
and perfected security interests without the necessity of creating, filing,
recording, or serving any financing statements or other documents that might
otherwise be required under federal or state law in any jurisdiction or the
taking of any other action to validate or perfect the security interests and
liens granted to Foothill in this Final Financing Order and the Loan Documents.
Such security interests and liens granted to Foothill shall be prior and senior
to all security interests, liens, claims, and encumbrances of all other
creditors in and to such property, except as otherwise set forth in Paragraphs
8 and 9 of Part III of this Final Financing Order.  If Foothill shall, in its
discretion, elect for any reason to file any such financing statements or other
documents with respect to such security interests and liens, the Debtor is
authorized and directed to execute, or cause to be executed, all such financing
statements or other documents upon Foothill's reasonable request, and the
filing, recording, or service thereof (as the case may be) of such financing
statements or similar documents shall be deemed to have been made at the time
of and on the Petition Date, and the signature(s) of any person(s) designated
by the Debtor, whether by letter to Foothill or by appearing on any one or more
of the agreements or other documents respecting the security interest and lien
of Foothill in and upon the Collateral, shall bind the Debtor and its estate.
Foothill may, in its discretion, file a certified copy of this Final Financing
Order in any filing or recording office in any county or other jurisdiction in
which the Debtor has real or personal property, and, in such event, subject to
applicable law, the subject filing or recording officer is authorized and
directed to file or record such certified copy of this Final Financing Order.





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 14 -
<PAGE>   15
         15.     The Debtor has submitted to Foothill, and Foothill has
approved, a cash forecast and operating budget (the "Approved Budget"),
covering the period (the "Budget Period") from January 12, 1997 through June
30, 1997, setting forth projected cash receipts and disbursements for the
respective periods indicated thereon.  A summary of the Budget is attached as
Exhibit A to Amendment No. One and is incorporated herein for all purposes.
The Debtor shall provide to Foothill and the Creditor's Committee, on a
bi-weekly basis (i.e., once every two weeks) no later than five (5) business
days following the end of each Bi-Weekly Period (as defined below), beginning
with the Bi-Weekly Period beginning February 23, 1997, a schedule in
substantially the same form as the Approved Budget, reflecting actual cash
receipts and disbursements for the Budget Period from inception through the
most recently ended Reporting Period.  In addition, the Debtor shall, for
information purposes only, unless otherwise requested by the Debtor, update the
Approved Budget on a monthly basis, setting forth projected cash receipts and
disbursements for the remainder of the Budget Period.  The Debtor shall submit
the updated budget to Foothill and the Creditor's Committee not later than five
(5) business days prior to the beginning of each succeeding month, beginning
March, 1997.  If any of the following occur:

                 (a)      the Debtor's Overadvance Advances (as such term is
         defined in Amendment No. One) for any period set forth below, exceed
         the Maximum Permitted Overadvance Amount set forth below for the
         corresponding period:





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 15 -
<PAGE>   16
<TABLE>
<CAPTION>
                                                Maximum Permitted
                                                -----------------
                     Period                    Overadvance Amount
                     ------                    ------------------
<S>                                                <C>
From the date hereof through and       
including March 30, 1997:                          $6,000,000
                                       
From March 3l, 1997 through and        
including April 29, 1997:                          $5,400,000
                                       
From April 30, 1997 through and        
including May 30, 1997:                            $5,100,000
                                       
From May 31, 1997 through and          
including June 29, 1997:                           $4,800,000
                                       
On June 30, 1997:                                  $4,500,000
</TABLE>

                 Further, from and after the consummation of a sale of the
         Houston Facility (as such term is defined in Amendment No. One), the
         Maximum Permitted Overadvance Amounts set forth above shall be reduced
         by an amount equal to the Houston Facility Proceeds Facility (as such
         term is defined in Amendment No. One).  All Houston Facility Proceeds
         shall be applied to the reduction of the Obligations, in general, but
         first in reduction of the Overadvance Amount, in particular.

                 (b)      the Debtor's actual cumulative total expenses for any
         period beginning with the inception of the Approved Budget and ending
         on or after March 2, 1997, as reported on the line item designated as
         "Total Disbursements" on the Borrower's financial reports, as reduced
         by the Debtor's payments to Foothill, as reported on the line items
         designated as "Foothill Payments", is greater by ten percent (10%) or
         more of the projected total expenses, as designated on the line item
         styled "Total Disbursements" on the latest Approved Budget for the
         corresponding period, as reduced by the Debtor's payments to Foothill,
         as reported on the line items designated as "Foothill Payments";

                 (c)      the sum of actual cumulative cash collected from
         sales and from trade accounts receivable for any period beginning with
         the inception of the Approved Budget and ending on or after March 2,
         1997 is 15% less than the projected cumulative "Collections Received"
         as set forth in the Approved Budget for the corresponding period;

                 (d)      the Debtor otherwise breaches the terms of this Final
         Financing Order; or

                 (e)      an Event of Default occurs as defined in Paragraph
         28;

then, the Debtor shall be in default of this Final Financing Order.  Foothill's
right to cease making advances and exercise its rights and remedies shall both
be subject to Paragraph 28





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 16 -
<PAGE>   17
below.  As used herein, "Bi-Weekly Period" shall mean (i) initially, the period
from the Order Entry Date, through February 10, 1997, and (ii) thereafter, each
succeeding two-week period beginning on a Tuesday and ending on the Monday that
occurs fourteen (14) days later.  Upon the terms and subject to the conditions
and limitations set forth in this Final Financing Order, the Loan Agreement and
the Loan Documents, Foothill will make funds available to the Debtor in
accordance with this Final Financing Order, and the Approved Budget, including
without limitation, funds in the amount of the item styled "Estimated Overline
Amount" on the Approved Budget for the periods identified as corresponding to
such amount, notwithstanding the absence of availability under the Borrowing
Base, as defined in the Loan Agreement.

         16.     The Debtor is hereby authorized and directed to perform all
acts, and execute and comply with the terms of such other documents,
instruments, and agreements in addition to the above Loan Documents, as
Foothill may reasonably require as evidence of and for the protection of the
Lender Debt (as defined below) and the Collateral or which may be otherwise
deemed necessary by Foothill to effectuate the terms and conditions of this
Final Financing Order and the Loan Documents, each of such documents,
instruments, and agreements being included in the definition of "Loan
Documents" contained herein.  The Debtor shall provide to the Creditors'
Committee's counsel (under confidentiality) any proposed "Approved Budget" for
its prior approval only with respect to such proposed Approved Budgets which
are materially different from the initial Approved Budget.  If no objection is
served on counsel to Foothill and the Debtor within three (3) business days of
receipt of the proposed Approved Budget by counsel to the Creditors' Committee,
the Creditors' Committee will be deemed to have approved the proposed Approved
Budget.

         17.     The Debtor is authorized and directed, at Foothill's request,
to remit immediately to Foothill all payments received from its account debtors
and other parties now or hereafter obligated to pay the Debtor for inventory or
other property of the estate or for services rendered by the Debtor.  Foothill
is authorized to apply such payments and proceeds (subject to the provisions of
the Intercreditor Agreements) received by Foothill to the Lender Debt (of
Foothill) as set forth in this Final Financing Order and the Loan Documents
(but subject to the Intercreditor Agreements), and the automatic stay is
modified to the extent necessary to permit the same.

         18.     The Debtor is authorized and directed, at Foothill's request,
(a) to continue the existing collection account agreements, lock-box account
agreements and concentration account agreements as set forth in the Loan
Documents with Wells Fargo Bank (Texas), National Association, formerly known
as First Interstate Bank of Texas, N.A., or such other banks mutually
acceptable to Foothill and the Debtor, consistent with the Loan Documents, (b)
to establish and maintain all of its debtor-in-possession disbursement accounts
with Southwest Bank of Texas, N.A. (the "Bank Accounts"), with payroll
withholding to be deposited directly into a separate payroll disbursement
account; (c) to exercise its reasonable best efforts to collect all proceeds of
the Collateral; (d) to immediately deposit all proceeds of the Collateral,
whether received in the ordinary course of business or not, received by the
Debtor into the lock-boxes or collection accounts established for the benefit
of Foothill for subsequent transfer to the concentration account established
for the benefit of Foothill and further application in accordance





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 17 -
<PAGE>   18
with the terms of the Loan Documents; (e) to instruct all account debtors and
other parties, now or hereafter obligated to pay the Debtor for goods and
services provided by the Debtor to it, or for inventory or other property of
the estate of the Debtor in which Foothill has a security interest or lien, to
remit such payments to the lock-boxes or the collection accounts, or, at
Foothill's election, directly to Foothill; and (f) to enter into such
agreements as may be necessary to effectuate such arrangements.  By this Final
Financing Order, Foothill is granted a first-priority, perfected security
interest in and lien on the Bank Accounts and all deposits therein (subject to
paragraph 9(d) above), together with all funds in the lockbox, collection
accounts, and disbursement accounts (except for the payroll and medical benefit
disbursement accounts), and further subject to the provisions of the
Intercreditor Agreements.

         19.     If at any time the Bank Accounts terminate, the Debtor is
authorized and directed, at Foothill's request, to remit immediately to
Foothill all payments received from its account debtors and other parties then
or thereafter obligated to pay the Debtor for inventory or other property of
the estate or for services rendered by the Debtor, before depositing said
payment.  Foothill is authorized to apply such payments and proceeds received
by Foothill to the Lender Debt as set forth in this Final Financing Order and
the Loan Documents (except for the payroll and medical benefit disbursement
accounts), and further subject to the provisions of the Intercreditor
Agreements.

         20.     The Debtor is authorized and directed, without further order
of this Court, to pay or reimburse Foothill promptly for all present and future
reasonable fees, costs and expenses charged, paid or incurred by Foothill to
effectuate the financing transactions as provided in this Final Financing Order
and the Loan Documents, all of which unpaid fees, commissions, costs, and
expenses shall be and are included as part of the principal amount of the
Lender Debt.  The Creditors' Committee will have the right to review
professional fees of Foothill that are to be paid by the Debtor and the right
to seek Court review of such fees for reasonableness.

         21.     In making decisions to permit advances under the Loan
Documents or the collection of the Lender Debt of the Debtor, the Debtor
stipulates that Foothill shall not be deemed to be in control of the operations
of the Debtor or to be acting as a "responsible person" or "owner or operator"
with respect to the operation or management of the Debtor (as such terms, or
any similar terms, are used in the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, or any similar Federal or state
statute) by virtue of the interests, rights, and remedies granted to or
conferred upon Foothill under the Loan Documents or this Final Financing Order,
including, without limitation, such rights and remedies as may be exercisable
by Foothill in the making (or causing to be made), administration, or
collection of the loans, advances, and other financial accommodations to be
provided thereunder.

         22.     The automatic stay arising under Section 362 of the Code is
vacated and modified to the extent necessary to permit Foothill to implement
the financing of the Debtor, the provisions of the Loan Documents and this
Final Financing Order.

         23.     The Debtor is authorized and directed to provide to Foothill
and the Creditors' Committee (under confidentiality), unless there is a written
waiver by Foothill, all of the





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 18 -
<PAGE>   19
documentation, reports, schedules, assignments, financial statements, insurance
policies, endorsements, access, inspection, audits, information, and other
rights that the Debtor are required to provide to Foothill under the Loan
Documents.

         24.     Any and all funds advanced by Foothill post-petition to or on
behalf of the Debtor and the "Obligations" (as defined in the Loan Documents),
including all amounts approved or advanced post-petition by Foothill before the
entry of this Final Financing Order, shall be defined hereinafter as the
"Post-Petition Lender Debt" and shall be treated as advances hereunder and
under existing Loan Documents and other documentation between the Debtor and
Foothill (and shall accrue interest as provided thereunder).  As adequate
protection to Foothill and to secure the repayment of the Post-Petition Lender
Debt, Foothill is hereby granted, pursuant to Section 364(c)(1) of the Code, an
allowed super-priority administrative claim having priority in right of payment
over any and all other unsecured obligations, liabilities, and indebtedness of
the Debtor, now in existence or hereafter incurred by the Debtor, and over any
and all administrative expenses or priority claims of the kind specified in, or
ordered pursuant to, Sections 105, 326, 330, 331, 503(b), 506(c), and 507(a)
and (b) of the Code, subject to the following:

                 (a)      the Trustee Fees (as defined in Paragraph 25 below),

                 (b)      the Creditors' Committee and the counsel retained by
         the Creditors' Committee in an amount not to exceed the Creditors'
         Committee Counsel Carve-Out Amount (as hereinafter defined),

                 (c)      the accountants retained by the Creditors' Committee
         in an amount not to exceed the Creditors' Committee Accountants
         Carve-Out Amount (as hereinafter defined), and

                 (d)      the professionals retained by the Debtor in an amount
         not to exceed the Debtor's Carve-Out Amount (as hereinafter defined),

and in each case to the extent that such payments fall within the Professional
Fees Exception and are in amounts not to exceed such respective carve-outs set
forth in Paragraph 24A of this Part III, below.

         24A.    The term "Debtor's Carve-Out Amount" means an amount,
inclusive of the amount of the Retainers (as hereinafter defined) which shall
not exceed $400,000 in the aggregate, and which shall be subject to the further
limitations set forth in Paragraphs 24B through 24E of this Part III, below.
Notwithstanding anything else contained herein, upon an Event of Default (as
hereinafter defined), the Debtor's Carve-Out Amount shall be fixed at the then
Debtor's Carve-Out Amount incurred, inclusive of all amounts that have been
paid or are currently outstanding (in no event to exceed $400,000) on the date
of such Event of Default.  The term "Creditors' Committee Counsel Carve-Out
Amount" means an amount not to exceed $450,000 in the aggregate, and which
shall be subject to the further limitations set forth in Paragraphs 24B through
24E of this Part III, below.  Notwithstanding anything else contained herein,
upon an Event of Default, the Creditors' Committee Counsel Carve-Out Amount
shall be





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 19 -
<PAGE>   20
fixed at the Creditors' Committee Counsel Carve-Out Amount incurred, inclusive
of all amounts that have been paid or are currently outstanding (in no event to
exceed $450,000) on the date of such Event of Default. The term "Creditors'
Committee Accountants Carve-Out Amount" means an amount not to exceed $90,000
in the aggregate, and which shall be subject to the further limitations set
forth in Paragraphs 24B through 24E of this Part III, below.  Notwithstanding
anything else contained herein, upon an Event of Default, the Creditors'
Committee Accountants Carve-Out Amount shall be fixed at the Creditors'
Committee Accountants Carve-Out Amount incurred, inclusive of all amounts that
have been paid or are currently outstanding (in no event to exceed $90,000) on
the date of such Event of Default.

         24B.    In consideration of the foregoing, each of the following
professionals or constituencies have agreed to, and by the terms of this Final
Financing Order shall hereafter, limit their fees and expenses, inclusive of
their respective retainers (the "Retainers"), if any, to the following amounts,
as limited in the aggregate and as further limited with respect to the monthly
periods of time specified below, but such limits shall be only to the extent
that the Professionals (as defined below) seek payment from Foothill's
collateral, subject to the Permitted Fees Exception:

                 (a)      Sprouse & Winn, L.P., Scott, Douglass, Luton &
         McConnico, L.L.P., and Young, Conaway, Stargatt & Taylor, collectively
         $400,000, in the aggregate, from February 23, 1997 through the
         termination of the Loan Agreement; and, on a monthly basis, beginning
         with the first payment on February 23, 1997 and continuing on the 23rd
         day of each month thereafter through the termination of the Loan
         Agreement, $80,000 per month (which represents 80% of fees and 100% of
         expenses);

                 (b)      Andrews & Kurth, L.L.P., Williams, Hershman, &
         Wisler, P.A., and the Creditors' Committee, collectively, $450,000, in
         the aggregate, from February 23, 1997 through the termination of the
         Loan Agreement; and, on a monthly basis, beginning with the first
         payment on February 23, 1997 and continuing on the 23rd day of each
         month thereafter through the termination of the Loan Agreement,
         $90,000 per month (which represents 80% of fees and 100% of expenses);
         and

                 (c)      Price Waterhouse, L.L.P., $90,000 in the aggregate,
         from February 9, 1997 through the termination of the Loan Agreement;
         and, on a monthly basis, beginning with the first payment on February
         9, 1997, the second payment to be made on February 23, 1997, and
         continuing on the 23rd day of each month thereafter through the
         termination of the Loan Agreement, $15,000 per month (which represents
         80% of fees and 100% of expenses);

provided, further, that such professionals and constituencies shall have no
right to seek payment of their fees and expenses from any excess amounts from
other professionals or constituencies who have not used the full amount of such
amounts set forth above.  With respect to each set of Professionals specified
as a group within the respective clauses (a) through (c) above, any excess or
unused amounts remaining for such Professionals' monthly carve-out amount may
be applied to any deficiency or insufficiency existing in a prior month and, if
not applied to a prior month's





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 20 -
<PAGE>   21
deficiency or insufficiency, may be credited to the amount of such
Professionals' carve-out amount for a following month.  By way of illustration,
prior to February 23, 1997, the Creditors' Committee Counsel Carve-Out Amount
is zero; and, consequently, the amount of the reserve for Unpaid Amounts,
contemplated in Paragraph 24E, below, is likewise zero.  By way of further
illustration, on February 23, 1997, the Creditors' Committee Counsel Carve-Out
Amount is $90,000; and, consequently, the amount of the reserve for Unpaid
Amounts, contemplated in Paragraph 24E, below, likewise may be as high as
$90,000, and the Debtor would pay $90,000 to the Creditors' Committee Counsel
for services rendered and expenses incurred in December 1996, subject to the
terms of a certain Administrative Fees Order dated on or about December 6,
1996.

         24C.    All fees and expenses paid to

                 (a)      the Debtor's counsel after giving credit to the
         Retainers,

                 (b)      to the other Court retained professionals for the
         Debtor (after giving credit to their respective retainers, if any), or

                 (c)      the Creditors' Committee or the other Court retained
         professionals for the Creditors' Committee


(collectively, the "Professionals") on an interim or a final basis, shall be
applied and reduce the available Debtor's Carve-Out Amount, the Creditors'
Committee Counsel Carve-Out Amount, and the Creditors' Committee Accountants
Carve-Out Amount, respectively, then in effect.  Any such exceptions to the
super-priority claim of Foothill will only be allowed to the extent that

                 (a)      the fees are allowed and awarded by the Court
         pursuant to Sections 326, 330 or 331 of the Code;


                 (b)      the fees are consistent with the Approved Budget
         provided under this Final Financing Order that is attached to
         Amendment No. 1;

                 (c)      the allowed fees and expenses were incurred prior to
         an Event of Default under the Loan Documents or Final Financing Order
         and such Event of Default is continuing; and

                 (d)      such fees and expenses are not subject to the further
         limitations set forth in the following Paragraph 24D (collectively,
         the "Professional Fees Exception").

         24D.    Foothill shall not be responsible for the funding, financing,
payment or reimbursement of any fees or disbursements of any of the
Professionals under the Loan Documents or otherwise incurred in connection with
the assertion or joinder in, or review or analysis of, any claim,
counter-claim, action, proceeding, application, motion, objection, defense or
other contested matter, the purpose of which is to seek any order, judgment,
determination or similar relief:





JOINT STIPULATION AND AGREED
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<PAGE>   22
                 (a)      invalidating, setting aside, avoiding, subordinating
         in whole or in part the Lender Debt, Foothill's liens and security
         interests in any of the Collateral; or

                 (b)      preventing, hindering, or delaying, whether directly
         or indirectly, Foothill's assertion, enforcement, or realization upon
         any Collateral.

         24E.    To the extent that the Debtor does not currently satisfy
accrued but unpaid fees and expenses of the Professionals otherwise payable
pursuant to the Professional Fees Exception (the "Unpaid Amounts"), Foothill
shall have the right to establish a reserve, which shall reduce the Debtor's
loan availability pursuant to the Loan Documents in the amount equal to the
Unpaid Amounts.  Except as provided for above, nothing in this paragraph shall
be construed to obligate Foothill, in any way, to pay compensation or expense
reimbursements to the Professionals or to assure that the Debtor has sufficient
funds on hand to pay such compensation or expense reimbursement, and Foothill
shall not be deemed to have subordinated any security interest in or lien upon
any of the Collateral, or its super-priority claim under Section 364(c)(1) of
the Code, in favor of any Professional, nor shall anything in this Final
Financing Order be construed to limit the applications of the Professionals to
seek payments of amounts beyond or outside the Professional Fees Exception from
any unencumbered assets of the Debtor's estate.  Moreover, the Debtor and its
estate shall not cause any costs or expenses of administration to be incurred
in this Case, or in any proceeding related hereto, and no pre-petition
priority claims are or will be prior to or on a parity with secured claims of
Foothill against the Debtor and its estate arising out of the Pre-Petition
Lender Debt and the Post-Petition Lender Debt (collectively, the "Lender Debt")
and Foothill's liens and security interests described herein.  The Professional
Fees Exception relates only to the administrative priority of the Foothill's
administrative claims, and does not effect, diminish, prime, or surcharge the
priority of Foothill's security interests and liens on the Collateral; except
that so long as the above conditions are satisfied for the making of payments
under the Professional Fees Exception, such payments may be made from cash or
cash equivalents constituting Collateral notwithstanding the liens and security
interests of Foothill therein, and Foothill authorizes the making of such
payments in such circumstances free of its liens and security interests, but
reserving the right to object to the reasonableness of such fees and expenses.

         25.     Foothill's super-priority administrative expense claim shall
be subject to the fees and expenses of the Office of the United States Trustee
and the Clerk of the United States Bankruptcy Court for the District of
Delaware (collectively, the "Trustee Fees").  Except as provided in this
paragraph (or as otherwise provided under the Intercreditor Agreements or under
Paragraphs 24 through 24E above), the Debtor and its estate shall not cause any
claim to be incurred that is superior or pari passu to that granted by this
Final Financing Order to Foothill until all Post- Petition Lender Debt has been
indefeasibly paid and Foothill's obligations under the Loan Documents have
terminated.

         26.     No operating costs or costs or expenses of administration that
have been or may be incurred in the Debtor's Chapter 11 Case, or in any
subsequent Chapter 7 case of the Debtor or other proceedings related hereto,
shall be charged against Foothill (or its claims or the





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 22 -
<PAGE>   23
Collateral) pursuant to Section 506(c) of the Code or otherwise, without the
prior express written consent of Foothill; no such consent shall be inferred
from any other action, inaction, or acquiescence by Foothill; and no
obligations incurred or payments or other transfers made by or on behalf of the
Debtor on account of the financing arrangements with Foothill shall be
avoidable or recoverable from Foothill under Sections 547, 548, 550, or 553 or
any other provision of the Code.

         27.     The Debtor shall not sell, transfer, lease, encumber, or
otherwise dispose of any material portion of the Collateral without the prior
consent of Foothill or, upon Court order, after notice and a hearing to
Foothill, and no such consent shall be inferred except for sale of the Debtor's
inventory, if any, in the ordinary course of its business.

         28.     In the event of the occurrence of any of the following:  (a)
the Debtor's violation of any of the terms of this Final Financing Order, (b)
the occurrence of any "Event of Default" under the Loan Documents, (c) the
termination or non-renewal of the Loan Documents as provided for in Paragraphs
11 and 45 herein, (d) conversion of the Chapter 11 Case of the Debtor to a case
under Chapter 7 of the Code, (e) the appointment of a Trustee pursuant to
Section 1104(a)(1) or (a)(2) of the Code in the Case, (f) dismissal of the
Debtor's Chapter 11 Case, (g) the entry of any order modifying, reversing,
revoking, staying, rescinding, vacating, or amending this Final Financing Order
without the express prior written consent of Foothill (and no such consent
shall be inferred from any other action, inaction, or acquiescence by
Foothill), or (h) the filing by the Debtor or the Creditors' Committee of a
plan of reorganization that does not provide for the indefeasible payment in
full of the Post-Petition Lender Debt on the effective date of a plan of
reorganization (any of the foregoing being referred to in this Final Financing
Order, individually, as an "Event of Default" and, collectively, as "Events of
Default"); then (unless such Event of Default is specifically waived in writing
by Foothill, which waiver shall not be inferred from any other action,
inaction, or acquiescence by Foothill) upon or after the occurrence of any of
the foregoing, and at all times thereafter, after giving five (5) business
days' notice, served by overnight delivery service or telefax upon the Debtor,
the Debtor's counsel, counsel to the Creditors' Committee, a Trustee, if
appointed, and the United States Trustee:  (1) all of the Post-Petition Lender
Debt shall become immediately due and payable, (2) the Automatic Stay provided
for pursuant to Section 362 of the Code shall be automatically and completely
vacated as to Foothill, without further order of the Court, except that nothing
herein shall prohibit the Debtor or the Creditors' Committee from seeking entry
of an injunction, and (3) Foothill, without further notice, hearing, or
approval of the Court, shall be and is hereby authorized, in its discretion, to
take any and all actions and remedies that Foothill may deem appropriate to
proceed against, take possession of, protect, and realize upon the Collateral
and any other property of the estate of the Debtor upon which Foothill has been
or may hereafter be granted liens and security interests to obtain repayment of
the Lender Debt, except that nothing herein shall prohibit the Debtor or the
Creditors' Committee from seeking entry of an injunction.

         Foothill shall immediately serve notices of all defaults and Events of
Default to the Debtor and the Creditors' Committee's counsel by telefax.  Upon
or after the occurrence of an Event of Default, (a) Foothill shall have no
obligation to lend or advance any additional funds to the Debtor or provide
other financial accommodations to the Debtor and (b) the Debtor shall not use





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 23 -
<PAGE>   24
Foothill's Cash Collateral without further order of the Court.  Notwithstanding
the foregoing, the protections afforded to Foothill in this Final Financing
Order and the Interim Financing Order shall survive the term of the financing
provided herein.  In the event that the Court allows the Debtor to use
Foothill's Cash Collateral, notwithstanding the lifting of the automatic stay
as provided above under such circumstances, the Debtor and the Creditors'
Committee stipulate that they shall provide to Foothill substantially
comparable provisions as contained herein to be included as adequate protection
of Foothill's interest in its Cash Collateral sought to be used by the Debtor,
with such advance rates on classes of collateral as provided in the Loan
Documents to govern adequate protection levels to be maintained by the Debtor
going forward thereafter.

         29.     Unless an Event of Default set forth in Paragraph 28 above,
and subject to the provisions of Paragraph 28 above, occurs sooner, upon the
expiration of the Debtor's authority to borrow from Foothill and obtain other
credit accommodations from Foothill pursuant to this Final Financing Order, all
of the Lender Debt shall immediately become due and payable, and Foothill shall
be automatically and completely delivered from the effect of any stay,
including, without limitation, any stay under Section 362 of the Code or any
other restriction on the enforcement of the liens and security interests or any
other rights granted to Foothill pursuant to the terms and conditions of the
Loan Documents or this Final Financing Order, and Foothill shall be and is
hereby authorized, in its discretion, to take any and all actions and remedies
that Foothill may deem appropriate and to proceed against, take possession of,
protect, and realize upon the Collateral and any other property of the estate
of the Debtor upon which it now has been or may hereafter be granted liens and
security interests to obtain repayment of the Post-Petition Lender Debt
including, without limitation, all such actions and remedies set forth in the
Loan Documents (except if the authority of the Debtor to borrow from Foothill
shall be extended by a subsequent order of the Court with the prior written
consent of Foothill, which consent shall not be inferred from any  other
action, inaction, or acquiescence by Foothill).

         30.     Until all of the Post-Petition Lender Debt shall have been
indefeasibly paid and satisfied in full and without further order of the Court:
(a) no other party shall foreclose or otherwise seek to enforce any junior lien
or other right such other party may have in and to any property of the estate
of the Debtor upon which Foothill holds or asserts a senior lien or security
interest, i.e., the Collateral defined at Paragraph 8 above and subject to the
exceptions in Paragraph 9 above (exclusive of the Madeline Collateral, the IOG
Collateral, and any valid purchase money security interests with respect to any
equipment sold by Input/Output to the Debtor); and (b) Debtor shall not,
without prior written consent from Foothill and Court approval, engage in any
transaction that is not in the ordinary course of the Debtor's business;
provided, no consent by Foothill shall be necessary if Foothill's interests are
first adequately protected as determined by the Court or if such transaction is
permitted by the Loan Documents.

         31.     The Debtor shall be bound to provide Foothill not less than
monthly and also provide to the Creditor's Committee's counsel (subject to
confidentiality, to the extent applicable) with all reports reasonably
requested by Foothill and the Creditors' Committee's counsel, including,
without limitation:  (i) the Debtor's actual performance and results of
operations as compared to its Budget; (ii) management's report and explanation
of the variance, if any, between its Budget; (iii) copies of the Debtor's check
register, together with copies of all





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 24 -
<PAGE>   25
reports made to the United States Trustee, and (iv) any financial records or
statements regularly generated in the normal course of its business.  From time
to time, Foothill and the Creditors' Committee's counsel (subject to
confidentiality, to the extent applicable) shall have the right to visit the
Debtor's offices after reasonable notice and accompanied by an officer of the
Debtor.

         32.     The Debtor shall be bound to provide to Foothill, and is
hereby authorized and directed by the Court to execute and deliver, any and all
documents or instruments to effect the purposes of this Final Financing Order.

         33.     Upon the indefeasible payment in full of all Lender Debt to
Foothill, and upon termination of any and all obligations of Foothill to make
any financial accommodations (including letters of credit) available to the
Debtor, Foothill and the Debtor shall be released from any and all obligations
pursuant to the terms of this Final Financing Order and/or the Loan Documents
(other than its obligations to execute and to deliver to the Debtor appropriate
releases of its pre-petition liens and its post-petition liens on the
Collateral).  To the extent that the estate or any party in interest (including
the Creditors' Committee) maintains any claims against Foothill or its
collateral proceeds, Foothill has not been indefeasibly paid.

         34.     The Debtor shall continue to maintain, insure, and otherwise
preserve and protect the Collateral as provided in the Loan Documents.

         35.     The Debtor shall be responsible for discharging currently all
of its post-petition obligations to all taxing authorities, or currently
escrowing sufficient amounts for same as provided in the Loan Documents.

         36.     Foothill shall be entitled to the full protections of Section
364(e) of the Code with respect to debts, obligations, liens, security
interests, and other rights created or authorized in this Final Financing Order
if this Final Financing Order or any authorization contained herein is vacated,
reversed, or modified on appeal or otherwise by any court of competent
jurisdiction.

         37.     All post-petition advances under the Loan Documents are made
in reliance on this Final Financing Order; and the Court shall not enter any
order in the Case which (a) authorizes the use of Cash Collateral of the Debtor
in which Foothill has an interest, or the sale, lease, or other disposition of
property of the estate of the Debtor in which Foothill has a lien or security
interest, (b) authorizes the obtaining of credit or the incurring of
indebtedness secured by a lien or security interest that is equal or senior to
a lien or security interest in property in which Foothill holds liens or
security interests, or (c) grants priority administrative claim status to any
administrative claim that is equal or superior to that granted to Foothill
herein; unless, in each instance: (i) Foothill shall have given its express
prior written consent thereto, no such consent being inferred from any other
action, inaction, or acquiescence by Foothill, (ii) such other order requires
that Foothill's Post-Petition Lender Debt shall first be indefeasibly paid in
full, including, without limitation, all debts and obligations of the Debtor to
Foothill which arise or result from the obligations, loans, security interests,
and liens authorized herein, or (iii) the use of Cash Collateral is permitted
under such circumstances as may be permitted in Paragraph 28 above.  The
security  interests and liens granted to Foothill hereunder and the rights of
Foothill





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 25 -
<PAGE>   26
pursuant to this Final Financing Order with respect to the Post-Petition Lender
Debt and the Collateral shall not be altered, modified, extended, impaired, or
affected by any plan of reorganization of the Debtor and, if Foothill shall
give its express prior written consent that the Lender Debt shall not be repaid
in full upon confirmation thereof (which consent shall not be inferred from any
other action, inaction, or acquiescence by Foothill), shall continue after
confirmation and consummation of any such plan.

         38.     The provisions of this Final Financing Order and any actions
taken pursuant hereto shall survive entry of any order that may be entered
converting the Debtor's Chapter 11 Case to a Chapter 7 case or any order that
may be entered confirming or consummating any plan of reorganization of the
Debtor, and the terms and provisions of this Final Financing Order as well as
the priorities in payment, liens, and security interests granted pursuant to
this Final Financing Order and the Loan Documents shall continue in this or any
superseding case under the Code, and such priorities in payment, liens and
security interests shall maintain their priority as provided by this Final
Financing Order until all Lender Debt (of Foothill) is indefeasibly satisfied
and discharged and Foothill have no further obligation or financial
accommodation (including any issued and outstanding letters of credit) to the
Debtor; provided, that, all obligations and duties of Foothill hereunder, under
the Loan Documents, or otherwise with respect to any future loans and advances
or otherwise shall terminate immediately upon the earlier of the date of any
Event of Default or the date that a plan for the Debtor becomes effective,
unless Foothill has given its express prior written consent thereto, no such
consent being inferred from any other action, inaction, or acquiescence by
Foothill.

         39.     The provisions of this Final Financing Order shall inure to
the benefit of the Debtor and Foothill, and shall be binding upon the Debtor
and its successors and assigns, and shall also be binding upon all creditors of
the Debtor and other parties in interest.

         40.     Nothing contained herein shall preclude Foothill from making
appropriate application or request to the Court for such other relief as shall
be necessary to protect adequately Foothill's interests, including, without
limitation, asking the Court to lift the automatic stay as against Foothill for
"cause" for reasons in addition to the Debtor's violation of the terms of this
Final Financing Order.

         41.     If an order is entered, whether sua sponte by the Court or
otherwise, dismissing or converting the Debtor's Chapter 11 Case, such order
shall recognize that such dismissal or conversion shall not affect or diminish
Foothill's rights, priorities, or remedies hereunder.  If any or all of the
provisions of this Final Financing Order are hereafter modified, vacated, or
stayed, such modification, vacation, or stay shall not affect (a) the validity
of any obligation, indebtedness, or liability incurred by the Debtor to
Foothill before the effective date of such modification, vacation, or stay, or
(b) the validity or enforceability of any security interest, lien, priority, or
other protection authorized or created hereby or pursuant to the Loan
Documents.  Notwithstanding any such modification, vacation, or stay, any
indebtedness, obligations, or liabilities incurred by the Debtor to Foothill
before the effective date of such modification, vacation, or stay shall be
governed in all respects by the original provisions of this Final Financing
Order, and Foothill shall be entitled to all the rights, remedies, privileges,
and benefits





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 26 -
<PAGE>   27
granted herein and pursuant to the Loan Documents with respect to all such
indebtedness, obligations, or liabilities.  The obligations and indebtedness of
the Debtor to Foothill under the Loan Documents or this Final Financing Order
shall not be discharged by the entry of an order confirming a plan or plans of
reorganization in the Case, and, pursuant to Section 1141(d)(4) of the Code,
unless and until Foothill is indefeasibly paid in full and all obligations of
Foothill to make loans or other financial accommodations (including issued and
outstanding letters of credit) are terminated prior to or concurrently with the
entry of such order, the Debtor has waived such discharge with the approval of
the Court.

         42.     The Debtor irrevocably waives any right to seek any
modifications or extensions of this Final Financing Order without the prior
written consent of Foothill.

         43.     To the extent the terms and conditions of the Loan Documents
are in conflict with the terms and conditions of this Final Financing Order,
the terms and conditions of this Final Financing Order shall control.  From and
after the entry of this Final Financing Order, the Final Financing Order shall
supersede the Interim Financing Order.

         44.     Except as otherwise provided in this Paragraph, the terms of
this Final Financing Order shall be valid and binding upon the Debtor, all
creditors of the Debtor, and all other parties in interest from and after the
date of the signing of this Final Financing Order by this Court.  In the event
this Court modifies any of the provisions of this Final Financing Order and the
Loan Documents following such further hearing, such modifications shall not
affect the rights and priorities of Foothill pursuant to this Final Financing
Order with respect to the Collateral and any portion of the Post-Petition
Lender Debt that arises, is incurred or is advanced before such modifications,
and this Final Financing Order shall remain in full force and effect.

         45.     Notwithstanding anything to the contrary stated herein or in
the Loan Documents, the term of this post-petition financing shall expire, and
all Post-Petition Lender Debt shall be due and payable, on June 30, 1997, but
Foothill may not exercise its rights and remedies except as provided above.

         46.     The Debtor's counsel shall serve this Final Financing Order by
first-class mail, postage prepaid to the following parties:  (a) the Office of
the United States Trustee, (b) the attorneys for Foothill, (c) all creditors
known to Debtor who may have liens against the Debtor's assets, (d) the United
States Internal Revenue Service, (e) the United States Environmental Protection
Agency, (f) the Texas Attorney General's Office - Sales Tax Division; (g) the
20 largest unsecured creditors of the Debtor, (h) all other interested third
parties in possession of any of the Debtor's inventory, (i) all factors and
vendors as of the Petition Date who have deposits or other security that
exceeds the amount owed to such factor and/or vendor, and (j) all parties in
interest who have filed a notice of appearance in the Case.

         47.     This Final Financing Order shall be effective upon signature
by the Court, without the necessity of entry into the docket sheet of this
Case.





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 27 -
<PAGE>   28
         48.     This Court hereby expressly retains jurisdiction over all
persons and entities, co-extensive with the powers granted to the United States
Bankruptcy Court under the Bankruptcy Code, to enforce the terms of this Final
Financing Order and to adjudicate any and all disputes in connection therewith.





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 28 -
<PAGE>   29
         49.     The entry of this Final Financing Order shall constitute a
waiver by Foothill, as more fully described in Amendment One attached hereto,
of all Events of Default existing prior to the Order Entry Date; however,
nothing herein constitutes a waiver by Foothill of any Events of Default that
may occur from and after the Order Entry Date.

Dated:   January ___, 1997


                                               ______________________________
                                               UNITED STATES BANKRUPTCY JUDGE

AGREED AS TO FORM AND SUBSTANCE:

SCOTT, DOUGLASS, LUTON & MCCONNICO, L.L.P.


By:_________________________________________________________
         Christopher Fuller
         Texas State Bar No. _________________
         Greg Pierce
         Texas State Bar No. _________________
600 Congress Avenue, 15th Floor
Austin, Texas  78701-3234
(512) 495-6300
FAX:  (512) 474-0731

700 Louisiana Street
Suite 4000
Houston, Texas 77002-2758
(713) 225-8400
FAX:  (713) 225-8488

         - AND -





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 29 -
<PAGE>   30
YOUNG, CONAWAY, STARGATT & TAYLOR


By:_________________________________________________________
         Laura Davis Jones (#2436)
         Scott Cousins  (#3079)

Eleventh Floor, Rodney Square North
Post Office Box 391
Wilmington, Delaware  19899-0391
(302) 571-6684
FAX:  (302) 571-1253

ATTORNEYS FOR THE DEBTOR,
GRANT GEOPHYSICAL, INC.


HUGHES & LUCE, L.L.P.


By:________________________________________________
         David Weitman
         Texas State Bar No. 21116200
         Howard Spector
         Texas State Bar No. 00785023

1717 Main Street, Suite 2800
Dallas, Texas  75201
(214) 939-5500
FAX: (214) 939-6100

         - AND -





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 30 -
<PAGE>   31
RICHARDS, LAYTON & FINGER


By:_________________________________________________________
         Thomas L. Ambro (#677)
         Mark D. Collins (#2981)
One Rodney Square
Wilmington, Delaware  19899
(302) 651-7531
FAX:  (302) 658-6548

ATTORNEYS FOR
FOOTHILL CAPITAL  CORPORATION



ANDREWS & KURTH, L.L.P.


By:_________________________________________________________
         James Donnell, Esq.
         Texas State Bar No. ___________________

600 Travis Street, Suite 4200
Houston, Texas 77002
(713) 220-4200
FAX:  (713) 220-4285

         - AND -





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 31 -
<PAGE>   32
Van Oliver, Esq.
ANDREWS & KURTH, L.L.P.
4400 Thanksgiving Tower
1611 Elm Street
Dallas, Texas 75201
(214) 979-4400
FAX:  (214) 979-4401

         - AND -

WILLIAMS, HERSHMAN & WISLER, P.A.


By:_________________________________________________________
         Jeff Wisler (#2795)

Suite 600, One Commerce Street
Wilmington, Delaware  19899-0511
(302) 575-0873
FAX:  (302)  575-1642

ATTORNEYS FOR THE
OFFICIAL UNSECURED CREDITORS' COMMITTEE





JOINT STIPULATION AND AGREED
ORDER AUTHORIZING FINAL, ETC. - 32 -
<PAGE>   33


                              AMENDMENT NUMBER ONE
                                       TO
                      RATIFICATION AND AMENDMENT AGREEMENT

         This AMENDMENT NUMBER ONE TO RATIFICATION AND AMENDMENT AGREEMENT
(this "Amendment") is entered into as of January ____, 1997, by and between the
following parties:

                 (a)      GRANT GEOPHYSICAL, INC., a Delaware corporation,
         formerly known as GRANT TENSOR GEOPHYSICAL CORP. ("Borrower"), as
         Debtor and Debtor-in-Possession; and

                 (b)      FOOTHILL CAPITAL CORPORATION ("Foothill").

                              R E F E R E N C E S:

         Reference is made to the following documents:

                 (a)      that certain Loan and Security Agreement, dated as of
         April 26, 1993, by and between Borrower and Foothill, and any
         extensions, riders, supplements, notes, amendments, or modifications
         to or in connection therewith, as amended by the Ratification
         Agreement (hereinafter defined) and as further amended, modified,
         supplemented or restated from time to time (the "Loan Agreement"); and

                 (b)      that certain Ratification and Amendment Agreement,
         dated as of December 6, 1996, by and between Borrower and Foothill,
         and any extensions, riders, supplements, notes, amendments, or
         modifications to or in connection therewith, and as further amended,
         modified, supplemented or restated from time to time (the
         "Ratification Agreement").

All capitalized terms used and not otherwise defined or amended herein shall
have the respective meanings assigned to such terms in the Loan Agreement and
the Ratification Agreement.


                              W I T N E S S E T H:

         WHEREAS, Borrower commenced its case under Chapter 11 of the Code in
the Bankruptcy Court on December 6, 1996 (such date, and the specific time of
filing on such date, being referred to as the "Petition Date"); and Borrower
has retained possession of its assets and is authorized under the Code to
continue the operation of its business as debtor- in-possession; and


AMENDMENT NUMBER ONE TO
RATIFICATION AND AMENDMENT AGREEMENT - Page 1
<PAGE>   34
         WHEREAS, prior to the commencement of the Case, Foothill made loans
and advances to Borrower secured by the assets and properties of Borrower as
set forth in the Loan Documents; and

         WHEREAS, the Bankruptcy Court entered its Final Financing Order for a
period of financing through June 30, 1997, pursuant to which Foothill may make
post-petition loans and advances to Borrower as set forth in the Final
Financing Order and the Loan Documents; and

         WHEREAS, the Final Financing Order provides that, as a condition to
the making of such post-petition loans and advances, Borrower shall execute and
deliver this Amendment; and

         WHEREAS, Borrower reaffirmed its obligations pursuant to the Loan
Documents and acknowledged its continuing liabilities to Foothill thereunder in
order to induce Foothill to make post-petition loans and advances to Borrower,
as evidenced by the Ratification Agreement; and

         WHEREAS, Borrower again desires to reaffirm its obligations pursuant
to the Loan Documents and acknowledge its continuing liabilities to Foothill in
order to induce Foothill to make post-petition loans and advances to Borrower
contemplated by the Final Financing Order.

         NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Foothill and Borrower mutually agree to the recitals above and further mutually
covenant, warrant and agree as follows:

1.       DEFINITIONS.

         1.1     Additional Definitions.  As used herein, the following terms
shall have the respective meanings given to them below, and the Loan Documents
shall be deemed and are hereby amended to include, in addition to and not in
limitation of, the other defined terms used therein (except where the
definitions set forth below are identical to defined terms used therein, in
which case the definitions set forth below shall be inserted in place of the
corresponding defined terms therein), each of the following definitions:

                 (a)      "Approved Budget" shall mean a proposed cash forecast
and operating budget covering the Budget Period, and setting forth projected
cash receipts and disbursements for the Budget Period, as a whole, and the
respective bi-weekly and monthly periods indicated therein.  The initial
Approved Budget will be delivered to Foothill prior to or simultaneously with
the execution and delivery of Amendment Number One to the Ratification and
Amendment Agreement, under cover of a separate certificate of the Borrower.  A
summary of the initial Approved Budget is attached hereto as Exhibit A.  If
Borrower requests any revisions to a then-existing Approved Budget, and if, and
only if, Foothill, at its option, approves, in writing, such revisions, then
the Approved Budget, as revised, will constitute the Approved Budget for the
remainder of the Budget Period.






AMENDMENT NUMBER ONE TO
RATIFICATION AND AMENDMENT AGREEMENT -Page 2

<PAGE>   35
                 (b)      "Budget Period" shall mean the period from January
12, 1997 through June 30, 1997.

                 (c)      "Houston Facility" shall mean the real estate and
improvements located thereon, owned by the Borrower and more fully described on
Exhibit D attached hereto.

                 (d)      "Houston Facility Proceeds" shall mean the net sale
proceeds from the sale of the Houston Facility, after deduction for the
payments of existing mortgages thereon, sales commissions, and related closing
costs.

                 (e)      "Overadvance Advances" shall mean advances made by
Foothill to the Borrower that are attributable to the revolving advances under
the Borrowing Base attributable to the Overadvance Amount.

                 (f)      "Overadvance Amount" shall mean, from time to time
and at any time, for the specific period of time indicated on the Approved
Budget, the amount indicated below for the period of time correspondingly
indicated below:

<TABLE>
<CAPTION>
                                              Maximum Permitted
                                              -----------------
                     Period                  Overadvance Amount
                     ------                  ------------------
<S>                                              <C>
From the date hereof through and      
including March 30, 1997:                        $6,000,000
                                      
From March 3l, 1997 through and       
including April 29, 1997:                        $5,400,000
                                      
From April 30, 1997 through and       
including May 30, 1997:                          $5,100,000
                                      
From May 31, 1997 through and         
including June 29, 1997:                         $4,800,000
                                      
On June 30, 1997:                                $4,500,000
</TABLE>                              


         Further, from and after the consummation of a sale of the Houston
Facility, the Maximum Permitted Overadvance Amounts set forth above shall be
reduced by an amount equal to the Houston Facility Proceeds.  All Houston
Facility Proceeds shall be applied to the reduction of the Obligations, in
general, but first in reduction of the Overadvance Amount, in particular.






AMENDMENT NUMBER ONE TO
RATIFICATION AND AMENDMENT AGREEMENT -Page 3

<PAGE>   36
                 (e)      "Recapitalization" shall mean any transaction
constituting a recapitalization of the Borrower, a sale of the Borrower's
enterprise as a going concern, a sale of substantially of all of the assets of
the Borrower, or other similarly significant transaction, the proceeds of which
shall be used, at least in part, to pay the Obligations, in full, in cash, upon
the closing of the transaction.

         1.2     Interpretation.

                 (a)      For purposes of this Amendment, all capitalized terms
used and not otherwise defined or amended herein shall have the respective
meanings assigned to such terms in the Loan Agreement and the Ratification
Agreement.

                 (b)      All references to any term in the singular shall
include the plural and all references to any term in the plural shall include
the singular.

                 (c)      All terms not specifically defined herein, which are
defined in the California Uniform Commercial Code (the "UCC"), shall have the
meaning set forth therein.

2.       ACKNOWLEDGMENTS.

         2.1     Pre-Petition Obligations.  Borrower hereby acknowledges,
confirms and agrees that Borrower is indebted to Foothill for the Pre-Petition
Lender Debt, as of January 27, 1997, in respect of the Obligations owed
pursuant to the Loan Documents in the unpaid principal amount of Three Million
Six Hundred Nine Thousand Three Hundred Seventy Three and 72/100 Dollars
($3,609,373.72), on account of application of the proceeds of Pre-Petition
Collateral to Pre-Petition Lender Debt, all as contemplated by and provided for
in the Interim Financing Order, which amount represents unpaid principal on
borrowings, together with interest accrued and accruing thereon, and costs,
expenses, fees (including attorneys' fees) and other charges now or hereafter
owed by Borrower to Foothill, all of which are unconditionally owing by
Borrower to Foothill, without offset, defense or counterclaim of any kind,
nature and description whatsoever.

         2.2     Acknowledgment of Security Interests.  Subject to the
provisions of Section 2.3 below, Borrower hereby acknowledges, confirms and
agrees that Foothill has and shall continue to have valid, enforceable and
perfected first priority and senior liens upon and security interests in all
Pre-Petition Collateral heretofore granted to Foothill pursuant to the Loan
Documents as in effect immediately prior to the Petition Date to secure all of
the Pre-Petition Lender Debt, except with respect to the IOG Collateral and the
Madeline Collateral, but only to the extent provided otherwise in the IOG
Intercreditor Agreement and the Madeline Intercreditor Agreement, as
appropriate, as well as valid and enforceable first priority and senior liens
upon and in all Pre-Petition Collateral and all Post-Petition Collateral
granted to Foothill under the Financing Orders or hereunder or under any of the
other Loan Documents or otherwise granted to or held by Foothill to secure the
Post-Petition Lender Debt, except with respect to the IOG Collateral and






AMENDMENT NUMBER ONE TO
RATIFICATION AND AMENDMENT AGREEMENT -Page 4

<PAGE>   37
the Madeline Collateral, but only to the extent provided otherwise in the IOG
Intercreditor Agreement and the Madeline Intercreditor Agreement, as
appropriate.

         2.3     Prior Liens. Notwithstanding anything to the contrary set
forth in Section 2.2 above, the security interests in and liens of Foothill
upon the Collateral shall not have priority over the following liens and
security interests (the "Existing Liens"):

                 (a)      the prior liens on Borrower's property described on a
         Exhibit B attached hereto, so long as (i) such liens are valid,
         perfected, and non-avoidable purchase money security interests, in
         accordance with applicable law, and (ii) the foregoing is without
         prejudice to the rights of Borrower, any Creditors' Committee in the
         Case, or any other party in interest, including Foothill, to object to
         the validity, priority, or extent of liens, or the allowance of such
         debts secured thereby, described on such Exhibit B, or institute any
         actions or adversary proceedings with respect thereto;

                 (b)      the prior liens in favor of Banco Wiese Ltdo. on
         certain of Borrower's contracts described on a Exhibit B attached
         hereto, so long as (i) such liens are valid, perfected, and
         non-avoidable security interests, in accordance with applicable law,
         and (ii) the foregoing is without prejudice to the rights of Borrower,
         any Creditors' Committee in the Case, or any other party in interest,
         including Foothill, to object to the validity, priority, or extent of
         such liens, or the allowance of such debts secured thereby, or to
         institute any actions or adversary proceedings with respect thereto;

                 (c)      the quarterly fees payable to the United States
         Trustee pursuant to 28 U.S.C. Section  1930 or fees of the Clerk of
         the Bankruptcy Court;

                 (d)      liens and security interests in favor of Wells Fargo
         Bank (Texas), National Association ("Wells Fargo"), which cover
         deposits and funds held by Wells Fargo securing reimbursement
         obligations of the Borrower relating to letters of credit issued for
         the benefit of any surety in conjunction with certain bonded
         operations of the Borrower's business, such as explosive permits,
         highway use, hole-plugging obligations, etc., so long as (i) such
         liens are valid, perfected, and non-avoidable security interests, in
         accordance with applicable law, and (ii) the foregoing is without 
         prejudice to the rights of Borrower, any Creditors' Committee in the
         Case, or any other party in interest, including Foothill, to object to
         the validity, priority, or extent of such liens, or the allowance of
         such debts secured thereby, or to institute any actions or adversary
         proceedings with respect thereto;

                 (e)      interests of other parties claiming ownership of
         property under leases of such property to the Debtor; and

                 (f)      the prior liens in favor of Teachers Insurance and
         Annuity Association of America on the Houston Facility, so long as (i)
         such lien is valid, perfected, and non-avoidable, in accordance with
         applicable law, and (ii) the foregoing is without






AMENDMENT NUMBER ONE TO
RATIFICATION AND AMENDMENT AGREEMENT -Page 5

<PAGE>   38
         prejudice to the rights of Borrower, any Creditors' Committee in the
         Case, or any other party in interest, including Foothill, to object to
         the validity, priority, or extent of such liens, or the allowance of
         such debts secured thereby, or to institute any actions or adversary
         proceedings with respect thereto.

Notwithstanding the foregoing, to the extent that the interests of parties
listed in Exhibit B as lessor-parties or of any other party claiming ownership
of property leased to the Borrower are not leases but are in fact determined by
the Bankruptcy Court to be disguised financing transactions and, furthermore,
that such interests are not valid, perfected, non-avoidable purchase money
security interests, then Foothill's liens shall be prior to such interests.

         2.4     Binding Effect of Documents.  Borrower hereby acknowledges,
confirms and agrees that: (a) each of the Loan Documents to which Borrower is a
party has been duly executed and delivered to Foothill by Borrower and is in
full force and effect as of the date hereof, (b) the agreements and obligations
of Borrower contained in the Loan Documents constitute the legal, valid and
binding obligations of Borrower, and Borrower has no valid defense, offset or
counterclaim to the enforcement of such obligations, and (c) Foothill is and
shall be entitled to all of the rights, remedies and benefits provided for in
the Loan Documents and the Financing Orders.

3.       ADOPTION AND RATIFICATION.

         Borrower hereby (a) ratifies, assumes, adopts and agrees to be bound
by the Loan Documents, and (b) agrees to pay all of the Lender Debt in
accordance with the terms of the Loan Documents and the Financing Orders.  All
of the Loan Documents are hereby incorporated herein by reference and hereby
are and shall be deemed adopted and assumed in full by Borrower, as Debtor and
Debtor-in-Possession, and considered as agreements between Borrower and
Foothill.  Borrower hereby ratifies, affirms and confirms all of the terms and
conditions of the Loan Documents, as amended and supplemented pursuant hereto
and pursuant to the Interim Financing Order, and agrees to be fully bound, as
Debtor and Debtor-in- Possession, by the terms of the Loan Documents to which
Borrower is a party.

4.       GRANT OF SECURITY INTEREST.

         As security for the prompt performance, observance and payment in full
of all of the Lender Debt, Borrower, as Debtor-in-Possession, hereby grants,
pledges and assigns to Foothill, and also confirms, reaffirms and restates the
prior grant to Foothill, of a continuing security interest in and liens upon,
and rights of setoff against, all of the Collateral; provided, however, that,
in any event, Foothill's security interests in and liens upon the Pre-Petition
Collateral shall secure the Lender Debt, and Foothill's security interests in
and liens upon the Post-Petition Collateral shall secure only the Post-Petition
Lender Debt.  All Loan Documents are hereby modified and amended as necessary
to effectuate the foregoing grant, pledge and assignment of,






AMENDMENT NUMBER ONE TO
RATIFICATION AND AMENDMENT AGREEMENT -Page 6

<PAGE>   39
and confirmation, reaffirmation and restatement of, a continuing security
interest in and lien upon the Collateral and the other modifications effected
herein.

5.       ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS.

         In addition to the continuing representations, warranties and
covenants heretofore and hereafter made by Borrower to Foothill, whether
pursuant to the Loan Documents or otherwise, and not in limitation thereof,
Borrower hereby represents and warrants to, and covenants with, Foothill as
follows (all of which representations, warranties and covenants shall survive
the execution and delivery of this Amendment and the material truth and
material accuracy of which, or compliance with which, representations,
warranties and covenants shall be a continuing condition of the making of
advances under the Loan Agreement by Foothill):

         5.1     Final Financing Order.  The Final Financing Order has been
duly entered, is valid, subsisting and continuing, and has not been vacated,
modified, reversed on appeal, or vacated or modified by any order of the
Bankruptcy Court, and is not subject to any pending appeal or stay.

         5.2     Use of Proceeds.  All advances provided by Foothill to
Borrower pursuant to the Financing Orders, the Loan Documents or otherwise,
shall be used by the Borrower for, inter alia, Borrower's working capital needs
and for other general corporate purposes of Borrower consistent with the terms
of the Financing Orders and the Loan Documents.

         5.3     Other Indebtedness.  Neither Borrower nor any other Person
liable for the Lender Debt is in default in the payment of any amounts at any
time due on any material Indebtedness owed by Borrower or in the performance of
any other material terms or covenants of any evidence of such Indebtedness or
of any mortgage, security agreement, indenture, pledge or other agreement
relating thereto or securing such Indebtedness, except for defaults (the
"Existing Defaults") either (a) described in the Forbearance Agreement, (b)
created by the filing of the Case, (c) existing on or before the Petition Date,
or (d) existing under real or personal property leases or equipment financing
obligations of the Borrower.

6.       AMENDMENTS.

         6.1     Eligible Domestic Accounts Owed by Amoco.  Subsection (a) of
the definition of "Eligible Domestic Accounts" in Section 1.1 of the Agreement
is hereby amended in its entirety to read as follows:

                                  (a)      Accounts which the Account Debtor
         has failed to pay within ninety (90) days, or more, of invoice date;
         provided, however, during the period beginning on the date of
         Amendment Number One to the Ratification and Amendment Agreement
         through February 28, 1997, and with regard to Accounts on which the
         Account Debtor is Amoco, such Accounts shall not be ineligible unless
         Amoco has failed to pay within one hundred twenty (120) days, or more,
         of invoice date;






AMENDMENT NUMBER ONE TO
RATIFICATION AND AMENDMENT AGREEMENT -Page 7

<PAGE>   40
         6.2     Borrowing Base.  Section 2.1(a) of the Loan Agreement is
hereby amended and restated in its entirety to read in full as follows:

                                  (a)      Subject to the terms and conditions
         of this Agreement, and so long as no Event of Default has occurred and
         is continuing, Foothill agrees to make revolving advances to Borrower
         in an amount not to exceed the Borrowing Base.  For purposes of this
         Agreement, "Borrowing Base" shall mean an amount equal to the sum of
         the following:

                          (A)     eighty percent (80%) of the amount of
                 Eligible Domestic Accounts,

                          (B)     the lesser of Eight Million Dollars
                 ($8,000,000) and sixty-five percent (65%) of the amount of
                 Eligible Insured International Accounts,

                          (C)     forty-five percent (45%) of the amount of
                 Eligible Uninsured International Accounts, and

                          (D)     the Overadvance Amount.

         6.3     Interest.  Section 2.4 of the Loan Agreement is hereby amended
and restated in its entirety, so as to provide, among other things, that the
Overadvance Amount will accrue interest at the "Default Rate" and will continue
to accrue until the earliest to occur of the end of the Budget Period, the
Termination Date, or the closing of the Recapitalization:

                                  (a)      Interest Rate.  All Obligations,
         except for undrawn L/Cs, L/C Guarantees and Overadvance Advances,
         shall bear interest, on the average Daily Balance, at a rate (the
         "Contract Rate") of three and one quarter (3.25) percentage points
         above the Reference Rate.

                                  (b)      Default Rate.  All Obligations,
         except for undrawn L/Cs, L/C Guarantees and Overadvance Advances,
         shall bear interest, from and after the occurrence and during the
         continuance of an Event of Default, at a rate equal to seven and
         one-quarter (7.25) percentage points above the Reference Rate (the
         "Default Rate").  From and after the occurrence and during the
         continuance of an Event of Default, the fee provided in Section 2.2(d)
         shall be increased to a fee equal to seven percent (7%) per annum
         times the average Daily Balance of the undrawn L/Cs and L/C Guarantees
         that were outstanding during the immediately preceding calendar month.
         Overadvance Advances shall bear interest, on the average Daily Balance
         thereof, at the Default Rate.






AMENDMENT NUMBER ONE TO
RATIFICATION AND AMENDMENT AGREEMENT -Page 8

<PAGE>   41
                                  (c)      Foothill shall have no obligation to
         make advances hereunder to the extent they would cause the outstanding
         Obligations to exceed Twelve Million Five Hundred Thousand Dollars
         ($12,500,000) (the "Maximum Amount").

                                  (d)      Payments.  Interest hereunder, other
         than interest on the Overadvance Amount that accrues at the rate (the
         "Marginal Rate") determined by subtracting the Contract Rate from the
         Default Rate, shall be due and payable on the first day of each
         calendar month during the term hereof. Foothill shall, at its option,
         charge such interest (other than interest on the Overadvance Amount
         that accrues at the Marginal Rate), all Foothill Expenses, all
         Periodic Payments, and all installments due under any note payable to
         Foothill to Borrower's loan account, which amounts shall thereafter
         accrue interest at the rate then applicable hereunder.  Any interest
         not paid when due shall be compounded by becoming a part of the
         Obligations, and such interest shall thereafter accrue interest at the
         rate then applicable hereunder.  Interest on the Overadvance Amount
         that accrues at the Marginal Rate shall be due and payable on the
         first day of each calendar month during the term hereof, but shall be
         compounded by becoming a part of the Obligations, and such interest on
         the Overadvance Amount shall thereafter accrue interest at the rate
         then applicable hereunder.  Without limiting Borrower's obligation to
         pay fees, Foothill Expenses, or any other Obligations, Borrower
         promises to pay to Foothill, on or before the Termination Date, the
         principal amount of Twelve Million Five Hundred Thousand and no/100
         Dollars ($12,500,000) or the aggregate unpaid advances made hereunder,
         whichever is the lesser, in legal and lawful money of the United
         States of America, together with interest on the outstanding amount
         thereof, as herein specified.

                                  (e)      Interest at the Marginal Rate.  The
         portion of the Obligations constituting interest that was calculated
         at the Marginal Rate shall specifically be excluded from the
         calculations and determinations of the Borrowing Base and the
         Overadvance Amount.

         6.4     Advances.  Section 2.9 of the Loan Agreement is hereby amended
and restated in its entirety as follows:

                 2.9      ADVANCES.  Subject to the terms and conditions of
         this Agreement, and so long as no Event of Default has occurred and is
         continuing, other than the Existing Defaults (as such term is defined
         in the Final Financing Order), Foothill agrees to make advances up to
         $12,500,000, inclusive of the Pre-Petition Lender Debt, in the
         aggregate at any time outstanding, in accordance with the Final
         Financing Order and the Approved Budget, as such Approved Budget
         exists from time to time, for a period beginning on the date of entry
         of the Final Financing Order and ending on the Termination Date.

         6.5     Term.  The first sentence of Section 3.4 of the Loan Agreement
is hereby amended and restated in its entirety to read in full as follows:






AMENDMENT NUMBER ONE TO
RATIFICATION AND AMENDMENT AGREEMENT -Page 9

<PAGE>   42
         This Agreement shall become effective upon the execution and delivery
         hereof by Borrower and Foothill and shall continue in full force and
         effect for a term ending on the date (the "Termination Date") that is
         June 30, 1997, unless sooner terminated pursuant to the terms hereof.

         6.6     Early Termination Premium.  Section 3.6 of the Loan Agreement,
pertaining to early termination of the Loan Agreement by the Borrower, is
hereby deleted in its entirety.

         6.7     Representations and Warranties.  Section 5 of the Loan
Agreement, pertaining to representations and warranties of the Borrower, is
amended by deleting the following representations and warranties:

                 a.       Material Adverse Change in Financial Condition.  The
         last sentence of Section 5.9 is hereby deleted in its entirety.

                 b.       Solvency.  The first sentence of Section 5.10 is
         hereby deleted in its entirety.

         6.8     Monthly Financial Statements. Section 6.4(a) of the Loan
Agreement is amended to provide for the delivery by Borrower to Foothill of a
company prepared balance sheet, income statement, and cash flow statement
covering Borrower's operations in accordance with the following schedule:


<TABLE>
<CAPTION>
        For the Month Ended                 Due Date:
        -------------------                 ---------
        <S>                                 <C>
        October, 1996:                      Waived.
        November, 1996:                     February 15, 1997
        December, 1996:                     February 28, 1997
        January, 1997, and thereafter:      Within 45 days after the end
                                            of the applicable month.
</TABLE>


         6.9     Financial Covenants.  Section 6.13 of the Loan Agreement,
pertaining to financial covenants of the Borrower, is hereby deleted in its
entirety.

         6.10    Sale of Borrower's Assets.  Section 6 of the Loan Agreement is
hereby amended by amending and re- stating the following subsections, which had
been added to the Loan Agreement previously by the Ratification Agreement:

                 6.16     BUSINESS BROKER.  Borrower shall provide to Simmons &
         Company International ("Simmons"), as soon as available and in any
         event not later than February 10, 1997, any and all information
         requested by Simmons necessary for the preparation by Simmons of the
         offering and sale brochure referenced in Section 6.17 below.  Such






AMENDMENT NUMBER ONE TO
RATIFICATION AND AMENDMENT AGREEMENT -Page 10

<PAGE>   43
         information includes, without limitation, Borrower's preliminary,
         unaudited financial statements for the month and calendar year ended
         December 31, 1996 and an analysis of the Borrower's operations for the
         year 1996.  Borrower shall diligently seek approval from the
         Bankruptcy Court of Borrower's motion (the "Retention Motion") to
         retain Simmons as Borrower's business broker/investment banker for a
         Recapitalization.  Further, upon approval of the Retention Motion,
         Borrower shall immediately engage Simmons for the purposes of
         investigating and developing offers and inquiries in connection with
         the Recapitalization.  Borrower also shall provide Foothill with a
         copy of the letter or other agreement evidencing such engagement
         immediately upon execution by Borrower and Simmons.

                 6.17     OFFERING AND SALE BROCHURE.  Borrower shall deliver
         to Foothill, as soon as available and in any event not later than
         March 10, 1997, an offering and sale brochure prepared by Simmons,
         soliciting a Recapitalization.

                 6.18     RECAPITALIZATION.  On or before May 31, 1997, the
         Borrower shall enter into a definitive agreement, subject to
         Bankruptcy Court approval, for the consummation of a Recapitalization
         of Borrower, subject to prior submission to Foothill.

         6.11    Negative Covenants.  Section 7 of the Loan Agreement,
pertaining to negative covenants of the Borrower, is amended as follows:

                 a.       Restrictions on Fundamental Changes.  The last
         sentence of Section 7.3 is hereby amended by adding the following
         clause:

                 "and Borrower may enter into and consummate a
         Recapitalization".

                 b.       Extraordinary Transactions and Disposal of Assets.
         The last sentence of Section 7.4 is hereby amended by adding the
         following clause:

                 "and Borrower may enter into and consummate a
         Recapitalization".


7.       MISCELLANEOUS.

         7.1     Amendments and Waivers.  Neither this Amendment nor any other
instrument or document referred to herein or therein may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought.

         7.2     Further Assurances.  Borrower shall, at its expense, at any
time or times duly execute and deliver, or shall cause to be duly executed and
delivered, such further agreements,






AMENDMENT NUMBER ONE TO
RATIFICATION AND AMENDMENT AGREEMENT -Page 11

<PAGE>   44
instruments and documents, including, without limitation, additional security
agreements, collateral assignments, Uniform Commercial Code financing
statements or amendments or continuations thereof, landlord's or mortgagee's
waivers of liens and consents to the exercise by Foothill of all the rights and
remedies hereunder or under any of the other Loan Documents and do or cause to
be done such further acts as may be necessary or proper in Foothill's opinion
to evidence, perfect, maintain and enforce the security interest and the
priority thereof in the Collateral and to otherwise effectuate the provisions
or purposes of this Amendment, any of the other Loan Documents or the Financing
Orders.  Upon the request of Foothill, at any time and from time to time,
Borrower shall, at its cost and expense, do, make, execute, deliver and record,
register or file, financing statements, mortgages, deeds of trust, deeds to
secure debt, and other instruments, acts, pledges, assignments and transfers
(or cause the same to be done) and will deliver to Foothill such instruments
evidencing items of Collateral as may be requested by Foothill.

         7.3     Headings.  The headings used herein are for convenience only
and do not constitute matters to be considered in interpreting this Amendment.

         7.4     Counterparts.  This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
shall together constitute one and the same agreement.

         7.5     Waiver of Defaults; Additional Events of Default.  Foothill
hereby acknowledges the existence, as of the date of this Amendment, of the
Existing Defaults; and Foothill hereby waives all such Existing Defaults to the
extent not previously waived; provided, however, that such waiver shall extend
only to the foregoing specific Existing Defaults and not to any other Events of
Default existing as of the date of this Amendment.  The parties hereto
acknowledge, confirm and agree that the failure of Borrower to comply with any
of the covenants, conditions and agreements contained herein or in any other
agreement, document or instrument at any time executed by Borrower in
connection herewith shall constitute an Event of Default under the Loan
Documents.

         7.6     Costs and Expenses.  Borrower shall pay to Foothill on demand
all reasonable costs and expenses that Foothill pays or incurs in connection
with the negotiation, preparation, consummation, administration, enforcement,
and termination of this Amendment, the Financing Orders and the other Loan
Documents including, without limitation: (a) costs and expenses (including
attorneys' and paralegals' fees and disbursements) of counsel to Foothill; (b)
costs and expenses (including attorneys' and paralegals' fees and
disbursements) for any amendment, supplement, waiver, consent, or subsequent
closing in connection with this Amendment, the other Loan Documents, the
Financing Orders and the transactions contemplated thereby; (c) costs and
expenses of lien searches; (d) fees and other charges incurred in connection
with the filing of Uniform Commercial Code financing statements and
continuations, and other actions to perfect, protect, and continue the security
interests and liens of Foothill in the Collateral; (e) sums paid or incurred to
pay any amount or take any action required of Borrower under the






AMENDMENT NUMBER ONE TO
RATIFICATION AND AMENDMENT AGREEMENT -Page 12

<PAGE>   45
Loan Documents or the Financing Orders that the Borrower fails to pay or take;
(f) costs of appraisals, inspections and verifications of the Collateral
including, without limitation, travel, lodging, and meals for inspections of
the Collateral and the Borrower's operations by Foothill or its agents and to
attend court hearings or otherwise in connection with the Case; (g) costs and
expenses of preserving and protecting the Collateral; and (h) costs and
expenses (including attorneys' and paralegals' fees and disbursements) paid or
incurred to obtain payment of the Lender Debt, enforce the security interests
and liens of Foothill, sell or otherwise realize upon the Collateral, and
otherwise enforce the provisions of this Amendment, the other Loan Documents
and the Financing Orders, or to defend any claims made or threatened against
Foothill arising out of the transactions contemplated hereby (including,
without limitation, preparations for and consultations concerning any such
matters).  The foregoing shall not be construed to limit any other provisions
of the Loan Documents regarding costs and expenses to be paid by Borrower.  All
sums provided for in this Section 7.6 shall be part of the Post-Petition Lender
Debt, shall be payable on demand, and shall accrue interest from the date paid
or incurred at the highest rate of interest then payable under the Loan
Documents.  Foothill is hereby irrevocably authorized to charge any amounts
payable hereunder directly to the accounts maintained by Foothill with respect
to Borrower.

         7.7     Effectiveness.  This Amendment shall become effective upon the
execution hereof by Borrower and Foothill and the entry of the Final Financing
Order.

         7.8     Notices.  All notices, requests and other communications
required to be given hereunder or under any of any of the Loan Documents in
writing will be deemed to have been duly given if delivered in accordance with
the provisions of Section 12 of the Loan Agreement.

         7.9     Ratification Agreement.  This Amendment is the "Amendment
Number One to Ratification and Amendment Agreement" referred to in the Final
Financing Order, the provisions of which are incorporated into this Amendment
by reference for all purposes.  This Amendment is entitled to all of the
benefits of the Final Financing Order.

         7.10    Conflicts.  In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Loan Agreement
or any of the other Loan Documents, the terms of this Amendment shall govern.
In all respects, the Loan Agreement and each of the other Loan
Documents, as amended and supplemented hereby, shall remain in full force and
effect.

         7.11    Successors and Assigns.  This Amendment shall bind and inure
to the benefit of the respective successors and assigns of each of the parties
and, in the case of Borrower, including, without limitation, any trustees or
other fiduciaries hereafter appointed as Borrower's legal representatives or
with respect to the property of Borrower's bankruptcy estate, whether under
Chapter 11 of the Code or any subsequent Chapter 7 case, and Borrower's
respective successors upon conclusion of the Case.





AMENDMENT NUMBER ONE TO
RATIFICATION AND AMENDMENT AGREEMENT -Page 13

<PAGE>   46

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.


                                    BORROWER:
                                    
                                    GRANT GEOPHYSICAL, INC.,
                                    Debtor and Debtor-in-Possession
                                    
                                    
                                    
                                    By:  
                                       ---------------------------------------- 
                                    Name: 
                                          -------------------------------------
                                    Title: 
                                          -------------------------------------
                                    
                                    FOOTHILL:
                                    
                                    FOOTHILL CAPITAL CORPORATION
                                    
                                    
                                    
                                    By:  
                                        ---------------------------------------
                                          Thomas Sigurdson, Vice President



Exhibits:

A        -       Summary of Approved Budget
B        -       Alleged Prior Liens
C        -       Peruvian Contracts
D        -       Houston Facility






AMENDMENT NUMBER ONE TO
RATIFICATION AND AMENDMENT AGREEMENT -Page 14

<PAGE>   47
                                   EXHIBIT A
                                       TO
                              AMENDMENT NUMBER ONE
                                       TO
                      RATIFICATION AND AMENDMENT AGREEMENT

                       SUMMARY OF INITIAL APPROVED BUDGET


                                  (Attached.)






EXHIBIT A -Page 1

<PAGE>   48
                EXHIBIT A -- GRANT GEOPHYSICAL US CASH FORECAST

<TABLE>
<CAPTION>
Period Beginning                           1/12/97     0/00/97     0/00/97     0/00/97     0/00/97     2/10/97     2/00/97
                                           -------     -------     -------     -------     -------     -------     -------
<S>                                        <C>         <C>         <C>         <C>         <C>         <C>         <C>    

******** (ILLEGIBLE COPY) ************










Period Beginning                            March       April        May        June        July       August
                                           -------     -------     -------     -------     -------     ------- 






******** (ILLEGIBLE COPY) ************


</TABLE>
<PAGE>   49
                                   EXHIBIT B
                                       TO
                              AMENDMENT NUMBER ONE
                                       TO
                      RATIFICATION AND AMENDMENT AGREEMENT

                              ALLEGED PRIOR LIENS


                                  (Attached.)






EXHIBIT B -Page 1

<PAGE>   50
                                   EXHIBIT B
                                       TO
                              AMENDMENT NUMBER ONE
                                       TO
                      RATIFICATION AND AMENDMENT AGREEMENT

                              ALLEGED PRIOR LIENS


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
   SECURED PARTY             JURISDICTION             DATE                    COLLATERAL DESCRIPTION                  FILING NO.
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                          <C>         <C>                                                   <C>
Madeline L.L.C.        Sec. of State - Arkansas     2/23/96     All equipment listed in Schedule A, attached to         1003318
                                                                Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
Global Charter         Sec. of State - Arkansas     6/19/96     All equipment (leased to Grant by Global Charter        1023661
Corporation                                                     Corp.) as described in the Schedule A, attached to
                                                                the Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Input/Output, Inc.          Clerk of Court,         7/13/92     All equipment listed in Schedule A, attached to        09-907729
                        Caddo Parish, Louisiana                 Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
Chrysler Systems            Clerk of Court,         7/31/92     The following equipment pursuant to Lease              26-176489
Leasing, Inc.              Jefferson Parish,                    Agreement No. 10894:  20 -- EXA 8500 8MM Cartridge
                               Louisiana                        Tape Drive; 2 -- SIBMA SAH17-3 4 Devise Enclosure;
                                                                and 1 -- CMD CDU720-7 Unibus/SCSI Controller CDU
                                                                720/T
                                                                (On 10/11/93, Collateral transferred to Tensor
                                                                Geophysical, Inc.)
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,         2/23/96     All equipment listed in Schedule A, attached to        09-935309
                        Caddo Parish, Louisiana                 Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,         2/23/96     All equipment listed in Schedule A, attached to        12-244535
                            Cameron Parish,                     Financing Statement
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,         2/23/96     All equipment listed in Schedule A, attached to        14-01892
                           Claiborne Parish,                    Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,         2/23/96     All equipment listed in Schedule A, attached to       23-96-0295
                       Iberia Parish, Louisiana                 Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,         2/23/96     All equipment listed in Schedule A, attached to        29-793157
                           Lafourche Parish,                    Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,         2/23/96     All equipment listed in Schedule A, attached to        36-103002
                            Orleans Parish,                     Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,         2/23/96     All equipment listed in Schedule A, attached to        36-103003
                            Orleans Parish,                     Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>




EXHIBIT B - PAGE 1
<PAGE>   51
<TABLE>
----------------------------------------------------------------------------------------------------------------------------------
   SECURED PARTY             JURISDICTION             DATE                    COLLATERAL DESCRIPTION                  FILING NO.
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                          <C>         <C>                                                  <C>
Madeline L.L.C.             Clerk of Court,          2/23/96     All equipment listed in Schedule A, attached to        39-267808
                         Pointe Coupee Parish,                   Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,          2/23/96     All equipment listed in Schedule A, attached to        45-072842
                          St. Charles Parish,                    Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,          2/23/96     All equipment listed in Schedule A, attached to        45-072843
                          St. Charles Parish,                    Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,          2/23/96     All equipment listed in Schedule A, attached to        50-96-211
                           St. Martin Parish,                    Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,          2/26/96     All equipment listed in Schedule A, attached to       10-2287157
                           Calcasieu Parish,                     Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,          2/26/96     All equipment listed in Schedule A, attached to       17-1115754
                        East Baton Rouge Parish,                 Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,          2/26/96     All equipment listed in Schedule A, attached to        19-29957
                         East Faliciana Parish,                  Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,          2/26/96     All equipment listed in Schedule A, attached to        26-206073
                           Jefferson Parish,                     Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,          2/26/96     All equipment listed in Schedule A, attached to        26-206074
                           Jefferson Parish,                     Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,          2/26/96     All equipment listed in Schedule A, attached to        28-366721
                           Lafayette Parish,                     Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,          2/27/96     All equipment listed in Schedule A, attached to         51-8364
                            St. Mary Parish,                     Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,          2/27/96     All equipment listed in Schedule A, attached to         51-8365
                            St. Mary Parish,                     Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,           3/1/96     All equipment listed in Schedule A, attached to      61-1996000062
                        West Baton Rouge Parish,                 Financing Statement.
                               Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Clerk of Court,           3/5/96     All equipment listed in Schedule A, attached to        55-971578
                          Terrebonne Parish,                    Financing Statement.
                              Louisiana
----------------------------------------------------------------------------------------------------------------------------------
Oyo Geospace                Clerk of Court,          3/27/96     All Debtor's Goods (defined to mean geophones and     17-1116818
Corporation             East Baton Rouge Parish,                 other equipment manufactured by Oyo Geospace
                               Louisiana                         Corporation), etc.
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>





EXHIBIT B - PAGE 2
<PAGE>   52
<TABLE>
----------------------------------------------------------------------------------------------------------------------------------
   SECURED PARTY             JURISDICTION             DATE                    COLLATERAL DESCRIPTION                  FILING NO.
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                         <C>         <C>                                                   <C>
Global Charter              Clerk of Court,         6/19/96     All equipment (leased to Grant by Global Charter       36-107423
Corporation                 Orleans Parish,                     Corp.) as described in the Schedule A, attached to
                               Louisiana                        the Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Global Charter              Sec. of State -         9/21/93     All equipment (issued pursuant to Sales Agreement      00743645
Corporation                   Mississippi                       between Grant and Global.) as described in the
                                                                Schedule A, attached to the Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
Newcourt Financial          Sec. of State -         12/1/94     All equipment including without limitation,            00849167
USA, Inc.                     Mississippi                       seismic equipment, computers and other equipment
                                                                described in Schedule A (attached to Financing
                                                                Statement) issued pursuant to a conditional sales
                                                                agreement between Grant and Global.
----------------------------------------------------------------------------------------------------------------------------------
Global Charter              Sec. of State -         5/26/95     All equipment (issued pursuant to a lease/purchase     00895256
Corporation                   Mississippi                       agreement between Grant and Global.) as described
                                                                in the Schedule A, attached to the Financing
                                                                Statement.
----------------------------------------------------------------------------------------------------------------------------------
Global Charter              Sec. of State -         6/19/96     All equipment as described in the Schedule A,          01010419
Corporation                   Mississippi                       attached to the Financing Statement.

----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Input/Output, Inc.          Sec. of State -         6/22/92     See Schedule A attached to Financing Statement.       92-0622075
                              New Mexico                        (SEE EXHIBIT "D")
----------------------------------------------------------------------------------------------------------------------------------
First Interstate            Sec. of State -         12/1/94     All equipment including without limitation,           94-1201017
Bank of Texas, N.A.           New  Mexico                       seismic equipment, computers and other equipment
                                                                described in Schedule A (attached to Financing
                                                                Statement) issued pursuant to a conditional sales
                                                                agreement between Grant and Global.
----------------------------------------------------------------------------------------------------------------------------------
Global Charter              Sec. of State -         5/30/95     All equipment (issued pursuant to a conditional       95-0530097
Corporation                   New Mexico                        sales agreement between Grant and Global.) as
                                                                described in the Schedule A, attached to the
                                                                Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.             Sec. of State -         2/27/96     All equipment listed in Schedule A, attached to       96-0227032
                              New Mexico                        Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
Global Charter              Sec. of State -         6/26/96     All equipment as described in the Schedule A,         96-0626051
Corporation                   New Mexico                        attached to the Financing Statement.

----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
First Interstate        Oklahoma County Clerk,       6/8/92     Perfection of " ... a purchase money security           N002828
Bank of Texas, N.A.            Oklahoma                         interest in the following:  (1) I/O SYSTEM ONE
                                                                Seismic Recording System per attached Exhibit "A"
                                                                'and its proceeds, including all goods, accounts,
                                                                chattel paper, documents, instruments and contact
                                                                rights.
----------------------------------------------------------------------------------------------------------------------------------
Input/Output, Inc.      Oklahoma County Clerk,      6/19/92     All equipment listed in Schedule A, attached to         N002254
                               Oklahoma                         Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
First Interstate        Oklahoma County Clerk,      12/1/94     All equipment including without limitation,             N003546
Bank of Texas, N.A.            Oklahoma                         seismic equipment, computers and other equipment
                                                                described in Schedule A (attached to Financing
                                                                Statement) issued pursuant to a conditional sales
                                                                agreement between Grant and Global.
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>





EXHIBIT B - PAGE 3
<PAGE>   53
<TABLE>
----------------------------------------------------------------------------------------------------------------------------------
   SECURED PARTY             JURISDICTION             DATE                    COLLATERAL DESCRIPTION                  FILING NO.
==================================================================================================================================
<S>                     <C>                         <C>         <C>                                                   <C>
Global Charter          Oklahoma County Clerk,      5/26/95     All equipment (issued pursuant to a lease/purchase      N001753
Corporation                    Oklahoma                         agreement between Grant and Global.) as described
                                                                in the Schedule A, attached to the Financing
                                                                Statement.
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.         Oklahoma County Clerk,      2/23/96     All equipment listed in Schedule A, attached to         009879
                               Oklahoma                         Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
Global Charter          Oklahoma County Clerk,      6/19/96     All equipment as described in the Schedule A,           N002248
Corporation                    Oklahoma                         attached to the Financing Statement.
==================================================================================================================================
Master Lease             Sec. of State -Texas       2/12/92     1 -- Newbridge 3624 Channel Bank (24 Channel; 1       92-00027261
Division of Tokai                                               Basic Unit; 1 LGS Card; 1 CSU; and 2 LGS Modules
Financial Services,                                             (Six Pack)).
Inc.
----------------------------------------------------------------------------------------------------------------------------------
Mark Products a          Sec. of State -Texas        5/7/92     179 210 Meter Variable Interval RSC to RSC I/O        92-00090398
Division of Shaw                                                Cable and related Cables and accessories as per
Resource Services,                                              Sales Order 3-003844.
Inc.
----------------------------------------------------------------------------------------------------------------------------------
First Interstate         Sec. of State -Texas       6/19/92     All equipment listed in Schedule A, attached to       92-00122288
Bank of Texas, N.A.                                             Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
Chrysler Systems         Sec. of State - Texas       9/3/92     The following equipment pursuant to Lease             92-00177672
Leasing, Inc.                                                   Agreement No. 10894:  1 -- OMNI 8000 Model 30C2-
                                                                TDV System Including: Software and License; Add-On
                                                                Plotter Upgrade with V80 Interface; and
                                                                Integration Fee and Plot Software.
----------------------------------------------------------------------------------------------------------------------------------
Mark Products a          Sec. of State -Texas       9/16/92     720 P-44 Hydrophone arrays, 10 HZ, 70% damped with    92-00184491
Division of Shaw                                                75 meter lead-in and U-299 connector and related
Resource Services,                                              cables and accessories as per sales order 3-
Inc.                                                            003227.
----------------------------------------------------------------------------------------------------------------------------------
Input/Output, inc.       Sec. of State - Texas      10/27/92    1 ALT-XL, ASSY P/N 136000, S/N 02050                  92-00212202
----------------------------------------------------------------------------------------------------------------------------------
Chrysler Systems         Sec. of State - Texas      12/21/92    As per Schedule A, attached to Financing              92-00245495
Leasing, Inc.                                                   Statement.
----------------------------------------------------------------------------------------------------------------------------------
Master Lease             Sec. of State - Texas       1/5/93     Newbridge 3624 Phone Systems Equipment/Lease          93-00002217
Division of Tokai                                               Number 24055368 6144
Financial Services,
Inc.
----------------------------------------------------------------------------------------------------------------------------------
First Interstate         Sec. of State -Texas       3/22/93     All equipment listed in Schedule A, attached to       93-00055229
Bank of Texas, N.A.                                             Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
Fairfield                Sec. of State - Texas      6/30/93     All collateral on the Exhibit A attached to           93-00126955
Industries,                                                     Financing Statement.
Incorporated
----------------------------------------------------------------------------------------------------------------------------------
Geo Capital Corp.        Sec. of State - Texas      11/19/93    510--CA-1454 Sercel Cables; 100--CA-1474 Sercel       93-00222730
                                                                Cables - 40 meters long; 900--CA1464 55 meter
                                                                Sercel Cables; 10--CA-1445 200 meter Sercel
                                                                Cables; 225--CA1414 35 meter Sercel Cables; 6600
                                                                feet of bulk Sercel Cables; 32--CA-1658 Bay
                                                                Cables; 95--11A-18 Hydrophone Arrays; and 8--
                                                                CA1659 Bay Cable Adapters.
----------------------------------------------------------------------------------------------------------------------------------
Global Charter           Sec. of State - Texas      4/21/94     All equipment (issued pursuant to a lease/purchase    94-00077795
Corporation                                                     agreement between Grant and Global) as described
                                                                in the Schedule A, attached to the Financing
                                                                Statement.
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>




EXHIBIT B - PAGE 4
<PAGE>   54
<TABLE>
----------------------------------------------------------------------------------------------------------------------------------
   SECURED PARTY             JURISDICTION             DATE                    COLLATERAL DESCRIPTION                  FILING NO.
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                        <C>         <C>                                                   <C>
Newcourt Financial       Sec. of State - Texas      5/20/94     All equipment including without limitation,           94-00100317
USA, Inc.                                                       seismic equipment, computers and other equipment
                                                                described in Schedule A (attached to Financing
                                                                Statement) issued pursuant to a conditional sales
                                                                agreement between Grant and Global.
----------------------------------------------------------------------------------------------------------------------------------
Tricon Capital           Sec. of State - Texas      7/11/94     1 -- SUN SPARC 10/51 to Include:  64MB Ram; 20"       94-00135669
Corp.                                                           Sun Color Monitor; Integrated SCSI Controller;
                                                                Integrated Ethernet Controller; Floppy Disk;
                                                                Speaker Box; AVI Adaptor Cable; Solaris 1.1; 2--
                                                                1.05 GB Internal Disks; Ethernet; 644MB CD-ROM;
                                                                and Sun Answer Book License & Media & Doc.
----------------------------------------------------------------------------------------------------------------------------------
Global Charter           Sec. of State - Texas      11/28/94    All equipment (issued pursuant to a conditional       94-00227406
Corporation                                                     sales agreement 940927 between Grant and Global)
                                                                described as follows:  145 -- MRX/MRX Cables; 6 --
                                                                ALX ALX Cables, 600 meters; and 6 -- ALX near MRX
                                                                Cables, 2 meters.
----------------------------------------------------------------------------------------------------------------------------------
Newcourt Financial       Sec. of State - Texas      11/29/94    All equipment including without limitation,           94-00227866
USA, Inc.                                                       seismic equipment, computers and other equipment
                                                                described in Schedule A (attached to Financing
                                                                Statement) issued pursuant to a conditional sales
                                                                agreement between Grant and Global.
----------------------------------------------------------------------------------------------------------------------------------
Newcourt Financial       Sec. of State - Texas      11/29/94    All equipment (issued pursuant to a conditional       94-00227867
USA, Inc.                                                       sales agreement 940927 between Grant and Global)
                                                                described as follows:  145 -- MRX/MRX Cables; 6 --
                                                                ALX ALX Cables, 600 meters; and 6 -- ALX near MRX
                                                                Cables, 2 meters.
----------------------------------------------------------------------------------------------------------------------------------
Spectra-Physics          Sec. of State - Texas      1/13/95     1-- GEODOLITE 506; 1 -- GEODAT 500; 1 -- Tripod; 1    95-00009001
Laserplane, Inc.,                                               -- Prism Pole; 1 -- Prism; 1 -- HD-Battery; and 1
d/b/a Spectra-                                                  -- Power Cable (Lease # 200613)
Physics Credit
Corp.
----------------------------------------------------------------------------------------------------------------------------------
Global Charter           Sec. of State - Texas      5/26/95     All equipment (issued pursuant to a lease/purchase    95-00105654
Corporation                                                     agreement between Grant and Global.) as described
                                                                in the Schedule A, attached to the Financing
                                                                Statement.
----------------------------------------------------------------------------------------------------------------------------------
NYNEX Credit             Sec. of State - Texas      7/21/95     Certain equipment leased by NYNEX Credit Company      95-00141638
Company                                                         to Grant Geophysical, Inc. pursuant to master
                                                                Lease Agreement dated as of March 1, 1995,
                                                                together with all proceeds thereof, including
                                                                without limitation, proceeds of insurance, which
                                                                equipment is described in Exhibit A attached
                                                                hereto and made a part thereof.
----------------------------------------------------------------------------------------------------------------------------------
Global Charter           Sec. of State - Texas      12/8/95     Ten (10) Remote Signal Coordinators (issued           95-00235187
Corporation                                                     pursuant to a conditional sales agreement between
                                                                Grant and Global.).
----------------------------------------------------------------------------------------------------------------------------------
Oyo Geospace             Sec. of State - Texas       1/8/96     All Debtor's Goods (defined to mean geophones and     96-00005859
Corporation                                                     other equipment manufactured by Oyo Geospace
                                                                Corporation), etc.
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>





EXHIBIT B - PAGE 5
<PAGE>   55
<TABLE>
----------------------------------------------------------------------------------------------------------------------------------
   SECURED PARTY             JURISDICTION             DATE                    COLLATERAL DESCRIPTION                  FILING NO.
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                        <C>         <C>                                                   <C>
Global Charter           Sec. of State - Texas      1/19/96     All equipment (leased pursuant to a lease/purchase    96-00012974
Corporation                                                     agreement between Grant and Global.) as described
                                                                in the Schedule A, attached to the Financing
                                                                Statement.
----------------------------------------------------------------------------------------------------------------------------------
Global Charter           Sec. of State - Texas      1/25/96     All equipment (leased pursuant to a lease/purchase    96-00016665
Corporation                                                     agreement between Grant and Global.) as described
                                                                in the Schedule A, attached to the Financing
                                                                Statement.
----------------------------------------------------------------------------------------------------------------------------------
FINOVA Capital           Sec. of State - Texas      1/25/96     All equipment as described in the Schedule A,         96-00016814
Corporation                                                     attached to the Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
Global Charter           Sec. of State - Texas       2/8/96     All equipment (leased by Global to Grant)             96-00025571
Corporation                                                     described as follows:  80 -- RSC/RSC Cables w/6
                                                                Takeouts at 70 meters.
----------------------------------------------------------------------------------------------------------------------------------
Madeline L.L.C.          Sec. of State - Texas      2/23/96     All equipment listed in Schedule A, attached to       96-00035359
                                                                Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
Global Charter           Sec. of State - Texas      2/29/96     All equipment as described in the Schedule A,         96-00039666
Corporation                                                     attached to the Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
Leica, Inc.              Sec. of State - Texas      3/15/96     "All inventory of goods and merchandise now held      96-00047985
                                                                or hereafter acquired by DEBTOR bearing the
                                                                tradename(s) and/or trademark(s) 'LEICA' and/or
                                                                'CAMBRIDGE INSTRUMENTS' and/or 'WILD LEITZ' either
                                                                singly or in combination with any other word or
                                                                words, together with all additions and accessions
                                                                thereto and all accounts, contact rights,
                                                                documents, instruments, general intangibles and
                                                                chattel papers of DEBTOR now existing or hereafter
                                                                arising out of or with respect to such inventory
                                                                and all proceeds of the foregoing."
----------------------------------------------------------------------------------------------------------------------------------
NYNEX Credit             Sec. of State - Texas      3/31/96     Certain equipment leased by NYNEX Credit Company      95-00062178
Company                                                         to Grant Geophysical, Inc. pursuant to master
                                                                Lease Agreement dated as of March 1, 1995,
                                                                together with all proceeds thereof, including
                                                                without limitation, proceeds of insurance, which
                                                                equipment is described in Exhibit A attached
                                                                hereto and made a part thereof.
----------------------------------------------------------------------------------------------------------------------------------
Forum Financial          Sec. of State - Texas      5/10/96     Equipment Schedule 3300-01:  75 -- Mark Products      96-00092990
Group, Inc.                                                     Telemetry Cables for I/O System, 420 Meters Long
                                                                w(6) KCJ-2M Right Angle Takeouts Terminated
                                                                w/Amphib 20P-16S Connectors serial numbers SC3342-
                                                                001 thru SC3342-075; and 2-- Mark Products SC
                                                                Drawings.
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>





EXHIBIT B - PAGE 6
<PAGE>   56
<TABLE>
----------------------------------------------------------------------------------------------------------------------------------
   SECURED PARTY             JURISDICTION             DATE                    COLLATERAL DESCRIPTION                  FILING NO.
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                        <C>         <C>                                                   <C>
Forum Financial          Sec. of State - Texas      6/10/96     Equipment Schedule 3300-03:  670  -- Mark Products    96-00114802
Group, Inc.                                                     Telemetry 388 Line Cables 726' long with (e) LPM-
                                                                4M Right Angle Takeouts at 242' Intervals &
                                                                Terminated Each End with Amphib 165 connectors
                                                                serial numbers 9748-01-001 thru 9748-01-190, 9748-
                                                                03-001 thru 9748-03-190, 9748-04-001 thru 9748-04-
                                                                290; 4 -- Mark Products SC Drawings; and 32 --
                                                                Mark Products telemetry 388 Transverse Cables
                                                                1000' Long Terminated Each End with Amphib 16S
                                                                Connectors.
----------------------------------------------------------------------------------------------------------------------------------
Forum Financial          Sec. of State - Texas      6/17/96     All equipment listed in Attachment A to Financing     96-00118906
Group, Inc.                                                     Statement.
----------------------------------------------------------------------------------------------------------------------------------
Global Charter           Sec. of State - Texas      6/18/96     All equipment as described in the Schedule A,         96-00120781
Corporation                                                     attached to the Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
General Electric         Sec. of State - Texas       7/2/96     Equipment described on Schedule to UCC-1 attached     96-00128745
Capital Corporation                                             to Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
LINC Anthem              Sec. of State - Texas      10/9/96     All equipment as described in the Schedule A,         96-00201223
Corporation                                                     attached to the Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
AT&T Capital             Sec. of State - Texas      10/9/96     All equipment as described in the Schedule A,         96-00201224
Leasing Corporation                                             attached to the Financing Statement.
----------------------------------------------------------------------------------------------------------------------------------
WINR Business            Sec. of State - Texas      10/26/96    100 - Telemetry 388 Line Cable 726' Long with (3)     96-00212336
Credit Corporation                                              LPM-4M-RA Takeout at 247' Intervals Terminated
                                                                with Amphib 16S Connectors; S/N 3-000138-001 thru
                                                                3-000138-100; 2 -- SC Drawings (Lease Agreement
                                                                Number:  020-0002021001
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>





EXHIBIT B - PAGE 7
<PAGE>   57
                                   EXHIBIT C
                                       TO
                              AMENDMENT NUMBER ONE
                                       TO
                      RATIFICATION AND AMENDMENT AGREEMENT

                               PERUVIAN CONTRACTS





1.       Contrato Ndegrees PER-13-12, suscrito el 29.03.96 con Mobil
         Exploration and Producing Peru Inc., Sucursal Peruana.

2.       Contrato Ndegrees PER-16-12, suscrito el 29.03.96 con Mobil
         Exploration and Producing Peru Inc., Sucursal Peruana.

3.       Contrato de fecha 27.02.96, con Chevron  Overseas Petroleum (Peru)
         Limited, Sucursal del Peru.

4.       Contrato de fecha 27.06.96 con Pluspetrol Peru Corp., Sucursal del
         Peru.





EXHIBIT C -Page 1
<PAGE>   58
                                   EXHIBIT D

                                       TO

                              AMENDMENT NUMBER ONE

                                       TO

                      RATIFICATION AND AMENDMENT AGREEMENT


                                HOUSTON FACILITY


                                  (ATTACHED.)





EXHIBIT D -Page 1
<PAGE>   59
                                  EXHIBIT D



All that certain tract or parcel containing 3.001 acres (130,740 square feet)
of land in the W.C.R.R. Co. Survey, A-902, Harrison County, Texas, being a
portion of Block 2, Unrestricted Reserve "B", Park Ten, Section One, a
subdivision of record in Volume 214, Page 66, of the Harris County Map Records,
said 3.001 acres (130,740 square feet) being more particularly described by
metes and bounds as follows, basing all bearings upon the Texas Coordinate
System, South Central Zone, to-wit:

COMMENCING FOR REFERENCE at a 5/8" iron rod found marking the intersection of
the north right of way (R-O-W) line of Park Row (65' wide) with the west line
of said Park Ten, Section One;

THENCE N. 88 degrees 42' 43" E, 37.04 feet along the north R-O-W line of Park
Row to a 5/8" iron rod marking the southwest corner and PLACE OF BEGINNING of
the tract herein described;

THENCE N 1 degree 50' 57" W, 375.01 feet to a 5/8" iron rod found in the fenced
north line of said Park Ten, Section One;

THENCE N 88 degrees 39' 36" E, 248.86 feet along said fenced north line to a
U.S. Engineering Department concrete monument for corner;

THENCE S 2 degrees 38' 16" E, 32.59 feet along a fence to a U.S. Engineering
Department concrete monument for corner;

THENCE N 88 degrees 38' 58" E, 108.39 feet along the fenced north line of Park
Ten, Section One, to a 5/8" iron rod found for northeast corner;

THENCE S 1 degeree 55' 33" E, 342.77 feet to a 5/8" iron rod found for
southeast corner in the north R-O-W line of Park Row;

THENCE S 88 degrees 42' 43" W, 358.17 feet along the north R-O-W line of Park
Row to the PLACE OF BEGINNING and containing 3.001 acres (130,740 square feet)
of land.