Exhibit 10.2


 


 


June 10, 2005


 


 


Lynn Turner


Quantum Geophysical, Inc.


One Riverway, Suite 2100


Houston, TX  77056


 


Re:                             Contract C001887:  (840) Remote Unit, RSR-3, 96 Mb; (1)
Transcriber-2 for RSR; (6) Data Collector, DCU, I-O RSR; (8) RSR — Battery
Charger, 16; (1) RSR Antenna w/Trailer


 


Dear Mr. Turner:


 


Attached is the Lease Agreement
for the above referenced equipment. 
Please sign where indicated and return (via fax) a copy of the
Agreement.  If applicable, please
complete, sign and return a Texas Sales Tax Exemption Certificate.


 


An initial invoice will follow. 
Payments are due at the beginning of each 30-day lease
period.  If you have questions regarding
these invoices please contact Heidi Keller in accounting.


 


We also require a copy of the insurance binder naming Mitcham
Industries as loss payee for the above rented equipment.


 


In addition, we would like to thank you for choosing Mitcham
Industries, Inc., to supply your equipment needs and hope that we are above to
serve you in the future.  If you have any
questions concerning this contract or need additional information, please call
me.


 


	
   

  	
  Sincerely,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Billy F. Mitcham

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Billy F. Mitcham

  	
   

  
	
   

  	
  President and CEO

  	
   

  
				



 


 





















 


LEASE AGREEMENT


 




	
  THE
  STATE OF TEXAS

  	
   

  	
  COUNTY
  OF WALKER

  






 


MITCHAM INDUSTRIES, INC., herein referred to as “Lessor,” hereby
leases to the below named Company, herein referred to as “Lessee,” and Lessee
hereby leases from Lessor, the equipment described below, herein referred to as
the “Equipment,” SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW:


 


	
  Lease Number

  	
   

  	
  C001887

  	
   

  	
  Date

  	
   

  	
  06/10/05

  
	
  Company

  	
   

  	
  Quantum Geophysical,
  Inc.

  	
   

  	
  Effective Date

  	
   

  	
  06/10/05

  
	
  Ship Via

  	
   

  	
   

  	
   

  	
  Customer ID

  	
   

  	
  QUA050

  
	
  Ship Date

  	
   

  	
  04/01/05

  	
   

  	
  Payment

  	
   

  	
  $167,225.00

  
	
  Due Date

  	
   

  	
  06/10/05

  	
   

  	
  Rental Period

  	
   

  	
  9 (nine) Months

  
	
  Terms

  	
   

  	
  Due On Receipt

  	
   

  	
  Salesperson

  	
   

  	
  Guy Rogers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sell to

  	
   

  	
   

  	
   

  	
  Ship to

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Quantum Geophysical,
  Inc.

  	
   

  	
   

  	
   

  	
  Quantum Geophysical,
  Inc.

  
	
  Suite 2100

  	
   

  	
   

  	
   

  	
  Suite 2100

  	
   

  	
   

  
	
  One Riverway

  	
   

  	
   

  	
   

  	
  One Riverway

  	
   

  	
   

  
	
  Houston, TX 77056

  	
   

  	
   

  	
   

  	
  Houston, TX 77056

  	
   

  	
   

  
									



 


ARTICLE
I. LIST OF EQUIPMENT


 


	
   

  	
   

  	
   

  	
   

  	
  Monthly

  	
   

  	
  Monthly

  
	
  Quantity

  	
   

  	
  Description

  	
   

  	
  Rent
  Each

  	
   

  	
  Total
  Rent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (840)

  	
   

  	
  Remote Unit, RSR-3, 96
  Mb

  	
   

  	
  $

  	
  186.00

  	
   

  	
  $

  	
  156,240.00

  
	
  (840)

  	
   

  	
  RSR Radome

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  
	
  (840)

  	
   

  	
  RSR Antenna

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  
	
  (1)

  	
   

  	
  Transcriber-2 for RSR

  	
   

  	
  $

  	
  4,785.00

  	
   

  	
  $

  	
  4,785.00

  
	
  (6)

  	
   

  	
  Data Collector, DCU,
  I-O RSR

  	
   

  	
  $

  	
  420.00

  	
   

  	
  $

  	
  2,520.00

  
	
  (8)

  	
   

  	
  RSR — Battery Charger,
  16

  	
   

  	
  $

  	
  350.00

  	
   

  	
  $

  	
  2,800.00

  
	
  (1)

  	
   

  	
  RSR Antenna w/Trailer

  	
   

  	
  $

  	
  880.00

  	
   

  	
  $

  	
  880.00

  



 


ARTICLE II. 
TERM AND RENEWAL


                


2.1          Commencement.  Lessee
agrees to take possession of the leased equipment in good and working order FOB
Lessor’s place of business at Huntsville, Texas or at such other place
designated by Lessor in writing.  Lessee
shall not receive credit of rentals for any early return of the equipment
unless such credit is expressed in a written memorandum executed by both
parties to this agreement.


 


2.2          Rental Amount.  Lessee
shall pay to Lessor all rental amounts described above (together with
additional rental as herein prescribed), in equal monthly installments, payable
in advance on 


 


2





















 


the same day of each calendar month hereafter until the total sum
hereof set forth has been paid in full, the first monthly installment being due
and payable on the effective date of this Lease, and continuing thereafter on
the same day of each succeeding month thereafter for the term of this Lease
unless sooner terminated.  Said rental
payments are to be paid at the offices of Lessor in Huntsville, Texas, or as
otherwise designated by Lessor in writing. 
Lessee shall be liable for and shall pay a charge equal to 5% (Five
Percent) of any monthly rental if such rental is paid more than 15 days after
the due date.  Any security deposit shall
be payable by Lessee upon execution hereof which shall be credited against the
cost of repairs as prescribed in Article III B of this Agreement.


 


2.3          Option to Renew.  It
is understood and agreed that Lessee shall have the option to renew and extend
this Lease for an additional thirty (30) day period provided Lessee is not in
default of this Lease, by giving Lessor advanced written notice of same within
and prior to the expiration of the primary term of this Lease.  Said Lease, as renewed and extended, shall be
in accordance with the terms and provisions of this Lease.  Notwithstanding anything herein to the
contrary, it is understood and agreed that at any time during the thirty (30)
day option period, Lessee may cancel this Lease without liability by giving 48
hour notice of termination at which time Lessee agrees to return the equipment
and pay a pro rata lease of 1/30th per day of the monthly rate.


 


2.4          Continuation
of Rental Payments After Primary Term.  In the event
the Equipment is damaged or destroyed or otherwise becomes inoperative,
unusable or unavailable and such condition continues after the primary term of
the lease, then Lessee agrees to continue to make monthly rental payment until
the Equipment is properly repaired and delivered to Lessor or in the event of
total destruction, until Lessor has received full payment for the replacement
value of the equipment.


 


2.5          Special
or Consequential Damages.  In no event shall Lessor be
liable for special damages or for consequential damages.


 


ARTICLE III. 
REPAIRS


3.1          Repairs
During Lease Period.  Lessee, at its own expense, shall keep the
Equipment in good and efficient working condition at all times during the term
of this Lease.  If at any time, in the
opinion of Lessor, the Equipment is not in good and efficient working
condition, Lessor, without prejudice to any of its other rights or remedies,
may give written notice to Lessee to place the Equipment in good and efficient
working condition and to insert all accessories and to repair and replace parts
that Lessor, in its sole judgment and discretion deems necessary or appropriate
under the circumstances; and if Lessee does not comply with Lessor’s request
within ten (10) days from the date of receipt of such notice, Lessor may take
possession of such Equipment and forthwith make such repairs, and Lessee shall
pay for same within 10 days from receipt of Lessor’s invoice.  Rentals shall not be abated during such time.


 


3.2          Repairs
Upon Expiration of Lease.  Lessee, at its own expense,
shall return the Equipment to Mitcham Industries, Inc., 44000 Hwy. 75 South,
Huntsville, Texas 77340 immediately upon the Expiration of this Lease in good
and efficient working condition.  Upon
receipt of the Equipment if Mitcham Industries, Inc. is of the opinion that the
Equipment is not in good and efficient working condition, then Mitcham
Industries, Inc. shall repair and replace parts and accessories that Mitcham
Industries, Inc. in its sole judgment and discretion, deems


 


3





















 


necessary or appropriate under the circumstances in order to restore
the Equipment to good and efficient working condition.  Lessee shall be liable for and pay Lessor for
TIME and MATERIAL and the cost of such repairs plus any and all checkout fees
within 10 days from receipt of Lessor’s invoice.


 


ARTICLE IV. 
RISK OF LOSS


During the term of this Lease, all risks of loss, damage or destruction
of the Equipment, irrespective of cause, including but not limited to
confiscation by a governmental entity or an act of God, shall be upon
Lessee.  The loss, damage or destruction
of the Equipment shall not release Lessee of its obligation hereunder.


 


ARTICLE V. 
INSURANCE


Lessee agrees to carry all-risk insurance on the leased equipment in at
least the amounts of $5,293,000.00, naming Lessor as an insured.  However, Lessee shall be responsible for
prosecuting all claims for loss or damage to the Equipment under the said
insurance policy.  Lessee shall also
carry public liability insurance covering the operation of the leased equipment
in an amount not less than $2,000,000.00, naming Lessor as an insured and
workmen’s compensation insurance which complies with the requirements of the
laws of every state, province or country in which Lessee operated the
Equipment.  Lessee shall furnish to
Lessor, certificates of insurance for the insurance provided for above and
containing a provision that such insurance policies will not be canceled
without at least 15 days prior written notice to Lessor.  In the event any of the leased Equipment
shall not be covered by the required all-risk and public liability insurance at
any time while this Lease is in effect, Lessor shall have the right to cover
the leased Equipment with the required insurance and to recover from Lessee the
premiums paid for such insurance.  Lessee
agrees to indemnify and hold Lessor harmless from all claims, costs, expenses,
damages and liabilities, including reasonable attorney’s fees, if incurred,
resulting from, arising out of, or pertaining to the use or operations of the
Equipment during the term of the Lease.


 


ARTICLE VI. 
INDEMNIFICATION


Lessee shall indemnify, protect and keep and hold harmless Lessor, its
agents, servants, successors and assignees from and against all losses,
damages, injuries, claims, demands and expenses, including legal expenses of whatsoever
nature arising out of the use or operation of any item of Equipment, regardless
of where, how and by whom operated. 
Lessee shall assume responsibility for other legal proceedings brought
to enforce all such losses, damages, injuries, claims, demands and expenses,
and shall be responsible for the settlement of and the defense of any suit or
suits and pay all judgments entered in any such suit or suits or other legal
proceedings.  The indemnities and assumptions
of liabilities and obligations herein provided for shall continue in full force
and effect notwithstanding the termination of this Lease, whether by expiration
of time, by operation of law, or otherwise. 
Lessor is an independent contractor and nothing contained in the Lease
shall authorize Lessee or any other person to operate any item of Equipment so
as to incur or impose any liability or obligation for or on behalf of Lessor.


 


ARTICLE VII. 
TAXES


Lessee shall pay all taxes and assessments in connection with the
equipment.  Lessor shall have the right,
but not the obligation, to pay any taxes so levied.  In such event Lessee shall reimburse Lessor
thereof within ten (10) days after receipt of Lessor’s invoice.


 


4





















 


ARTICLE VIII. 
ASSIGNMENT


Lessee shall have no right to assign this Lease or sublet the leased
equipment without Lessor’s express written consent.


 


ARTICLE IX. 
LIENS AND ENCUMBRANCES


Lessee will not suffer or permit any lien or encumbrance of any kind to
be placed against the Equipment, and it is specially understood and agreed that
no such lien or encumbrance made or attempted by Lessee shall be binding on
Lessor herein, but any such attempted lien or encumbrance shall be in all
things subordinate and inferior to the right of Lessor.


 


ARTICLE X. 
WAIVER


Lessor’s failure to enforce any or all of the terms and conditions
hereof in any particular instance or instances shall not constitute a waiver
of, or preclude subsequent of, any or all of the same in any other instance.


 


ARTICLE XI.  DEFAULT
BY LESSEE


If at any time Lessee should fail to pay any rental provided for herein
on the date when the rental shall be due, and said rental is not paid within 10
days after it is due, or if Lessee shall not cure any other default under this
Lease within 15 days after it has been notified in writing or such default by
Lessor, then at any time thereafter and while such default continues, Lessor
may, at its option, cancel this Lease and repossess the Equipment and Lessee
shall be liable for all rental payments prescribed in this Lease plus the cost
of repossessing and transporting the same to Lessor’s place of business, plus
the cost of repairing and restoring the Equipment as herein prescribed.


 


ARTICLE XII. 
RIGHT TO INSPECT


Lessor shall have the right to inspect the Equipment at any time during
the period of this Lease during reasonable business hours, and Lessee shall
inform Lessor of the location of such Equipment upon request.


 


ARTICLE XIII. 
HOLDING OVER


There shall be no holding over by Lessee of the Equipment, however, in
the event such should occur, the first 5 days thereof shall be at regular
monthly rate herein prescribed, and all days thereafter shall be at twice such
regular monthly rate.


 


ARTICLE XIV. 
ATTORNEY’S FEES


In case Lessor or Lessee brings an action at law or equity against the
other in order to enforce the provisions of this Lease, or as a result of an
alleged default under this Lease, the prevailing party in such action shall be
entitled to reasonable attorney’s fees from the other.


 


ARTICLE XV. 
TERMINATION BY BANKRUPTCY


The allowance of any petition under the bankruptcy law or the
appointment of a receiver by Lessee or any of its assignees, or upon an
assignment for the general benefit of creditors of Lessee or any of its assigns,
then in any of such events, Lessor may terminate this Lease and any assignment
thereof by Lessor giving Lessee notice in writing of the exercise of Lessor’s
option to terminate this Lease, and upon such exercise, the equipment shall be
forthwith returned to Lessor 


 


5





















 


at Lessee’s expense and Lessor is thereby expressly given the immediate
right to take possession of such equipment wherever situated.


 


ARTICLE XVI. 
NOTICE


Notice contemplated by this Lease shall be sufficiently given or made
if delivered by certified mail to the addresses as follows:


 


	
  If to Lessor

  	
   

  	
  Mitcham
  Industries, Inc.

  
	
   

  	
   

  	
  P.
  O. Box 1175

  
	
   

  	
   

  	
  Huntsville,
  TX 77342-1175

  
	
   

  	
   

  	
   

  
	
  If
  to Lessee:

  	
   

  	
  Quantum
  Geophysical, Inc.

  
	
   

  	
   

  	
  Suite
  2100, One Riverway

  
	
   

  	
   

  	
  Houston,
  TX 77056

  



 


ARTICLE XVII. 
ENTIRE AGREEMENT AND AMENDMENT


This Lease Agreement constitutes the entire agreement between the
parties and there are not representations, warranties, collateral assignments,
conditions, expressed or implied in respect to the property of this Lease which
affect the rights of the parties other than as specifically contained herein,
and this Agreement may not be altered, modified, changed or amended without the
express written consent and amending instrument executed by both parties.


 


ARTICLE XVIII. 
WARRANTY


Lessor warrants that the equipment shall be in good working order at
the time of delivery to Lessee.  THIS
WARRANTY IS EXCLUSIVE AND LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY
OTHER KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, WHETHER AS TO
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.  Lessee shall inspect the equipment
immediately upon receipt and shall notify Lessor in writing of any equipment
not found to be in good working condition. 
Any claim for alleged defective equipment must be received by Lessor in
writing within three (3) days after delivery of equipment to Lessee, or shall
be deemed waived by Lessee.  LESSEE’S
EXCLUSIVE REMEDY FOR CLAIMS FOR DEFECTIVE EQUIPMENT SHALL BE THE REPAIR OR
REPLACEMENT OF SUCH EQUIPMENT AT LESSOR’S OPTION.  IN NO EVENT SHALL LESSOR BE LIABLE FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES.


 


ARTICLE XIX. 
CONSTRUCTION AND VENUE


This Lease Agreement shall be governed by and interpreted in accordance
with the laws of the State of Texas. 
This contract is performable in Walker County, Texas where venue shall
exclusively exist unless Lessor shall elect to bring a cause of action in court
to competent jurisdiction of another political subdivision of any appropriate
State, Province or Country.


 


ARTICLE XX. 
COUNTERPARTS AND MULTIPLE COPIES


It is agreed that this Agreement may be executed in any number of
counterparts and multiple copies, each of which shall constitute an original
recordable document and agreement, and all of which shall constitute but one
agreement.


 


6





















 


	
  EXECUTED Effective As Above Prescribed.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
  Lessor:

  	
   

  
	
   

  	
  MITCHAM INDUSTRIES,
  INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Billy F. Mitcham,
  Jr.

  	
   

  	
   

  
	
   

  	
  By: Billy F. Mitcham,
  Jr.

  	
   

  
	
   

  	
  Title: President &
  CEO

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
  Lessee:

  	
   

  
	
   

  	
  QUANTUM GEOPHYSICAL,
  INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Lynn Turner

  	
   

  	
   

  
	
   

  	
  By: Lynn Turner

  	
   

  
	
   

  	
  Title: President

  	
   

  



 


7





















 


	
  Replacement Cost

  	
  NEW CONTRACT: PAGE 1

   

  CONTRACT NO. C001887

  RENTAL PERIOD:

  SALESPERSON:Guy Rogers

   

  Quantum Geophysical, Inc.

   

  Suite 2100

  One Riverway

  Houston, TX 77056

   

   

   

  
	
   

  	
  Shipment Date

  	
  04/01/05

  
	
   

  	
   

  	
   

  
	
   

  	
  Contact

  	
  Lynn Turner

  



 


	
  Rent Id

  	
   

  	
  QTY

  	
   

  	
  Description

  	
   

  	
  Serial Numbers:

  	
   

  	
  Replacement 

  Cost

  	
   

  	
  Total Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Remote Unit, RSR-3, 96 Mb

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RSR

  	
   

  	
  840

  	
   

  	
  Remote Unit, RSR-3, 96 Mb

  	
   

  	
   

  	
   

  	
  6,000.00

  	
   

  	
  5,040,000.00

  	
   

  
	
  RSR-RADO

  	
   

  	
  840

  	
   

  	
  RSR Radome

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RSR-ANTEN

  	
   

  	
  840

  	
   

  	
  RSR Antenna

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T2-TRANSC

  	
   

  	
  1

  	
   

  	
  Transcriber-2 for RSR

  	
   

  	
   

  	
   

  	
  108,000.00

  	
   

  	
  108,000.00

  	
   

  
	
  DCU

  	
   

  	
  6

  	
   

  	
  Data Collector, DCU, I-O RSR

  	
   

  	
   

  	
   

  	
  10,000.00

  	
   

  	
  60,000.00

  	
   

  
	
  RSR-BC-16

  	
   

  	
  8

  	
   

  	
  RSR — Battery Charger, 16

  	
   

  	
   

  	
   

  	
  7,500.00

  	
   

  	
  60,000.00

  	
   

  
	
  RSR-TRAILE

  	
   

  	
  1

  	
   

  	
  RSR Antenna w/Trailer

  	
   

  	
   

  	
   

  	
  25,000.00

  	
   

  	
  25,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total:

  	
   

  	
  5,293,000.00

  	
   

  



 


8





















 


	
  Attachment

  	
  NEW CONTRACT:  
  PAGE 1

   

  CONTRACT NO. 
  C001887

  RENTAL PERIOD:

  SALESPERSON:  
  Guy Rogers

   

  Quantum Geophysical, Inc.

  Suite 2100

  One Riverway

  Houston, TX 
  77056

   

   

   

  
	
   

  	
  Shipment Date

  	
  04/01/05

  
	
   

  	
   

  	
   

  
	
   

  	
  Contact

  	
  Lynn Turner

  



 


	
  Rent Id

  	
   

  	
  QTY

  	
   

  	
  Description

  	
   

  	
  Serial Numbers:

  	
   

  	
  Replacement 

  Cost

  	
   

  	
  Total Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RSR

  	
   

  	
  840

  	
   

  	
  Remote Unit, RSR-3, 96 Mb

  	
   

  	
   

  	
   

  	
  186.00

  	
   

  	
  156,240.00

  	
   

  
	
  RSR-RADO

  	
   

  	
  840

  	
   

  	
  RSR Radome

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RSR-ANTEN

  	
   

  	
  840

  	
   

  	
  RSR Antenna

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T2-TRANSC

  	
   

  	
  1

  	
   

  	
  Transcriber-2 for RSR

  	
   

  	
   

  	
   

  	
  4,785.00

  	
   

  	
  4,785.00

  	
   

  
	
  DCU

  	
   

  	
  6

  	
   

  	
  Data Collector, DCU, I-O RSR

  	
   

  	
   

  	
   

  	
  420.00

  	
   

  	
  2,520.00

  	
   

  
	
  RSR-BC-16

  	
   

  	
  8

  	
   

  	
  RSR — Battery Charger, 16

  	
   

  	
   

  	
   

  	
  350.00

  	
   

  	
  2,800.00

  	
   

  
	
  RSR-TRAILE

  	
   

  	
  1

  	
   

  	
  RSR Antenna w/Trailer

  	
   

  	
   

  	
   

  	
  880.00

  	
   

  	
  880.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Subtotal:

  	
   

  	
  167,225.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Tax

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total

  	
   

  	
  167,225.00

  	
   

  



 


9