EXHIBIT 10(c)

                       TERMINATION AND INCENTIVE AGREEMENT

This Termination and Incentive Agreement dated as of the 14th day of May, 1997
(this "Agreement") is made and entered into by and between CogniSeis
Development, Inc., a Delaware corporation ("CSD"), GeoScience Corporation, a
Nevada corporation ("GeoScience"), and Richard C. Cooper (the "Employee").

                                   WITNESSETH:

WHEREAS, the Employee is currently an employee of CSD; and

WHEREAS, the CSD desires to encourage the Employee to continue in the employ of
CSD for the benefit of the CSD; and

WHEREAS, the parties desire to execute this Agreement to set forth the criteria
for Employee's termination benefits following a "change in control" of CSD, as
hereinafter defined, and to offer an incentive to the Employee to achieve the
highest possible selling price for CSD;

NOW, THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, and mutual covenants, conditions and agreements set forth
herein, the parties hereby agree as follows:

1.    TERM: The term of this Agreement shall commence on the date first written
      above and shall continue until December 31, 1997. Termination of the
      Agreement after a change in control shall not alter or impair the rights
      of Employee arising hereunder prior to such termination.

2.    CHANGE IN CONTROL: For purposes of this Agreement, a change in control
      ("Change in Control") shall be deemed to have occurred upon, and shall
      mean: (a) the acquisition by any individual, entity or group of greater
      than fifty percent (50%) of the voting Common Stock of CSD, or (b) the
      sale of all or substantially all of the assets of CSD, in both such cases
      evidenced by a fully-executed asset or stock purchase agreement.

3.    TERMINATION FOLLOWING CHANGE IN CONTROL: If a Change in Control of CSD
      occurs while the Employee is employed by CSD, Employee shall be entitled
      to the entire benefits provided in Section 4 hereof if during the
      Termination Period (as hereinafter defined) Employee's employment is
      terminated by CSD, unless such termination is (a) by CSD for Cause, in
      which case CSD shall pay Employee's earned but unpaid base salary through
      the date of termination, (b) due to Employee's death, or (c) by Employee
      voluntarily. For purposes of this Agreement, "Termination Period" shall
      mean the period of time beginning with the Change in Control and ending on
      the date nine (9) months after the Change in Control. For purposes of this
      Agreement, termination "for Cause" shall be termination resulting from (a)
      the continuing and material failure by the Employee to fulfill Employee's
      obligations with CSD or willful misconduct or gross neglect in the
      performance of such duties, in either such instance so as to cause
      material harm to CSD,
<PAGE>
      all of such facts to be determined in good faith by the Board of Directors
      of CSD, or (b) the Employee's committing fraud, misappropriation or
      embezzlement in the performance of Employee's duties as an employee of
      CSD.

4.    TERMINATION BENEFITS:

      A.    If during the Termination Period, CSD shall terminate Employee other
            than for Cause, then:

            1.    Beginning with the first regular pay period following the date
                  on which a notice of termination is given and continuing for
                  each pay period (or part thereof) through the end of the
                  Termination Period, CSD shall pay to Employee a severance
                  payment equal to the amount of the current rate of salary paid
                  for the pay period immediately prior to the Change of Control,
                  but in no event shall the total amount of severance payments
                  made pursuant to this provision be less than six months of
                  Employee's current rate of salary for the pay period
                  immediately prior to the Change of Control.

            2.    CSD shall maintain in full force and effect for the continued
                  benefit of Employee and Employee's dependents for the duration
                  of the Termination Period all health and dental benefits
                  available to Employee and Employee's dependents by virtue of
                  being an employee of CSD, provided that Employee's continued
                  participation is possible under the general terms and
                  provisions of such plans and programs, and provided further
                  that Employee pays the regular active employee contribution,
                  if any, required by such programs. In the event that
                  participation by Employee in any such plan or program after
                  the date of Employee's termination is barred pursuant to the
                  terms thereof, CSD shall obtain comparable coverage for
                  Employee. In the event Employee becomes covered by another
                  employer's group plan or programs during the Termination
                  Period, CSD's plans or programs shall be liable for benefits
                  only to the extent such benefits are not covered by the
                  subsequent employer's plans or programs. After the Termination
                  Period, Employee also shall be entitled to elect COBRA
                  continuation coverage, to the extent Employee is eligible
                  under the provisions thereof.

      B.    The Employee agrees that any severance paid by CSD pursuant to
            Provision 4 (A) is the sole severance due and sole remedy available
            to the Employee for termination of the Employee's employment with
            CSD and that Provision 4 (A) replaces Provision 2 "Involuntary
            Termination" under the section entitled "Employment Status" of that
            certain Offer of
<PAGE>
            Assignment between Employee and CSD dated April 26, 1996 (the
            "Offer", a copy of which is attached and incorporated by reference
            herein as Exhibit "A"), except as to the payment of relocation costs
            which provision shall remain in full force and effect. All other
            terms and conditions of the Offer not inconsistent with this
            Agreement shall remain in full force and effect.

5.    Upon a Change in Control during the term of this Agreement, and except in
      the case when Employee voluntarily terminates Employee's employment prior
      to the Change in Control or Employee's employment is terminated for Cause,
      GeoScience agrees to pay the Employee or Employee's estate a bonus payment
      equal to 0.5% of that portion of the Purchase Price (as hereinafter
      defined) that exceeds Fifteen Million and No/100 dollars ($15,000,000).
      For purposes of this Agreement, "Purchase Price" shall mean the dollar
      value of the total consideration received by GeoScience or CSD pursuant to
      the applicable stock purchase or asset sales agreement.

6.    If a Change in Control occurs and Employee is assigned any duties
      materially inconsistent with Employee's positions, duties,
      responsibilities and status with CSD immediately prior to such Change in
      Control or Employee is asked to relocate to a location outside of the
      county where Employee worked prior to such Change of Control, then
      Employee may refuse any such duties or relocation; any termination of
      Employee as a result of Employee's refusal of any such duties or
      relocation shall entitle Employee to the severance benefits outlined in
      Provision 4 (A) above.

7.    ASSIGNMENT: Employee shall not assign, transfer, pledge or hypothecate
      this Agreement and the rights, interests and benefits hereunder.

8.    VALIDITY: This Agreement shall be interpreted, construed and enforced in
      accordance with the laws of the State of Texas without regard to the
      principle of conflicts of laws. The invalidity or unenforceability of any
      provision shall not affect the validity or enforceability of any other
      provision of this Agreement, each of which shall remain in full force and
      effect.

9.    ARBITRATION: Any dispute or controversy arising out of or in connection
      with this Agreement as to the existence, construction, validity,
      interpretation or meaning, performance, nonperformance, enforcement,
      operation, breach, continuance or termination thereof shall be finally
      determined and settled pursuant to binding arbitration in Houston, Texas,
      in accordance with the Rules of the American Arbitration Association. The
      arbitration award shall be final and conclusive and shall receive
      recognition, and judgment upon such award may be entered and enforced in
      any court of competent jurisdiction.
<PAGE>


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

COGNISEIS DEVELOPMENT, INC.               GEOSCIENCE CORPORATION
                                          (As to Provision 5)

By: /S/ RICHARD F. MILES                  By: /S/ RICHARD F. MILES
Name: Richard F. Miles                    Name: Richard F. Miles
Title: Chairman                           Title: President

EMPLOYEE

/S/ ILLEGIBLE
--------------------------