GEOPHYSICAL SERVICES AGREEMENT


          This  Geophysical  Services  Agreement (the  "Agreement") is made this
____ day of  ________________,  1997 by and between National Energy Group,  Inc.
("NEG") and Acadian Geophysical Services, Inc. ("ACADIAN") concerning our mutual
understanding  concerning  Land  and  Transition  Zone  Seismic  Services  to be
performed by ACADIAN for the benefit of NEG:

                                     WITNESSETH:

         WHEREAS,  NEG owns or has  acquired  the  rights to  certain  lands and
leases  comprising an approximately  fifty-four (54) square mile area located in
Iberville Parish,  Louisiana for which it desires certain geophysical  services,
including a three dimensional seismic survey; and

         WHEREAS,  ACADIAN is engaged in the business of conducting  geophysical
services and has experience  conducting  seismic surveys of a nature required by
NEG; and

         WHEREAS,  NEG desires to engage ACADIAN to conduct a three  dimensional
seismic  survey and other  certain  geophysical  services in  Iberville  Parish,
Louisiana (the "3D Survey") under the terms and conditions contained herein.

         NOW THEREFORE,  in consideration of the mutual covenants and agreements
contained herein and other valuable  consideration,  the sufficiency of which is
hereby  acknowledged,  and  intending to be legally  bound  hereby,  the parties
hereto agree as follows:

1.       Definitions.  The  following  terms as used in this  Agreement  and any
         amendments  or schedules  hereto shall be defined and have the meanings
         specified or referred to in this Paragraph 1:

         "3D      Survey" shall mean Three dimensional  seismic survey comprised
                  of surveying  and gathering  seismic data by placing  Receiver
                  Stations  and  Source  Points  in a series  of  rectangles  as
                  described in the recitals hereof.

         "Bin Size" shall mean a rectangle 110 ft. x 110 ft.

         "Charge  Size"  shall mean the amount  (weight) of the Source Type that
                  is to be  placed  in the  Shot  Hole.  Charge  sizes  may vary
                  throughout the 3D Survey.

          "Confidential  Information"  shall have the meaning  described  in  
                  Paragraph 12 hereof.

         "Data" shall have the meaning described in Paragraph 11 hereof.

         "Design Parameters" shall have the meaning described in Paragraph 3 
                  hereof.

         "Geophone" shall mean an electronic device placed on the surface of the
                  earth to record seismic energy.

         "Geophones  per  Group"  shall mean the  number of  Geophones  that are
                  connected together and considered as one Receiver Station.

         "Hole Depth" shall mean the total depth of the Shot Hole to be drilled.

         "Land    and  Transition  Zone Seismic  Services"  shall mean  services
                  performed  by  ACADIAN on dry land,  marsh  lands and on lands
                  with water depths that do not exceed 20 feet in depth.

         "Loss or Losses" shall have the meaning described in Paragraph 13 
                  hereof.

         "MS" shall mean milliseconds.

         "Pentolite"  shall mean a generic term for explosives used as an energy
                  source for conducting seismic surveys.

         "Receiver Line" shall mean Receiver  Stations placed along a horizontal
                  straight line on the surface of the earth.

         "Receiver  Station Spacing" shall mean the horizontal  distance between
                  two adjacent Receiver Stations.

         "ReceiverStation"  shall mean a point on the surface of the earth where
                  a Geophone is placed to record seismic energy (also known as a
                  "receiver group" or "group.")

         "Record" shall mean all seismic  data  recorded  onto digital tape from
                  all Recording Channels when one Source Point is discharged.

         "Record  Length" shall mean the time (in seconds)  that seismic  energy
                  is recorded on digital tape from one Source Point discharge.

         "Recording  Channel"  shall mean one Receiver  Station  with  Geophones
                  placed in position to record seismic energy.

         "Representatives" shall have the meaning described in Paragraph 12 
                  hereof.

         "Sample Rate" shall mean the length of time between two adjacent pieces
                  of seismic data on one Record.

         "Shot Hole" shall mean a vertical hole, drilled into the earth and into
                  which the Source Type is placed.

         "Source Line  Interval"  shall mean the  distance  between two adjacent
                  Source Lines.

         "Source Line" shall mean the horizontal  line along which Source Points
                  are located.

         "Source  Point" shall mean a point, within the outer boundary of the 3D
                  Survey, at which a Shot Hole is drilled and then loaded with a
                  Source Type (also known as a Shot Point).

         "Source  Point Spacing" shall mean the horizontal  distance between two
                  adjacent  Source  Points (also known as Shot Point  Spacing or
                  Shot Point Interval).

         "Source  Type"  shall  mean the  type of  energy  source  to be used to
                  acquire seismic data. Pentolite,  defined above, is the Source
                  Type to be used in this 3D Survey.

         "Spread" shall mean a rectangle  with  dimensions  of 11800 ft. x 26180
                  ft.  Within the Spread are 10 parallel  Receiver  Lines.  Each
                  Receiver  Line has 120 Geophone  Groups spaced 220 feet apart.
                  The distance between adjacent Receiver Lines is 1320 feet.

         "Survival Period" shall have the meaning described in Paragraph 15 
                  hereof.

         "Swath"  shall mean one Spread plus the Source Points  located  between
                  the two most interior Receiver Lines within the Spread.

2.       General  Scope of  Geophysical  Services.  It is the  intention  of the
         parties  hereto that ACADIAN shall conduct the 3D Survey over the lands
         and leases located in Iberville Parish,  Louisiana as requested by NEG.
         ACADIAN shall be responsible  for the direction and  supervision of all
         activities  related to the 3D Survey  including,  but not  limited  to,
         survey  crews,  seismic  drilling  activities  and  recording  of Data.
         ACADIAN  further agrees that it shall deliver the field tapes of the 3D
         Survey Data to NEG or NEG's designee at least once each week,  together
         with all notes of the survey crew and observer related thereto.

3.       Survey Design Parameters. ACADIAN agrees that it shall, for the benefit
         of NEG,  conduct the 3D Survey and provide  other  related  services as
         described   herein  pursuant  to  the  following   design   parameters,
         consistent  with  commonly  accepted  industry  standards  (the "Design
         Parameters"):

         (i)      No. of Channels Recording 
                  (10 Lines x 120 Channels Max)....................1200
         (ii)     Source Line Interval (Brick Pattern).............1320 feet
         (iii)    Receiver Line Intervals..........................1320 feet
         (iv)     Source Point Spacing............................. 220 feet
         (v)      Receiver Station Spacing ........................ 220 feet
         (vi)     Total No. of Source Points.......................2520
         (vii)    Bin Size..........................................110 x 110
         (viii)   Source Type......................................Pentolite
         (ix)     Shot Hole Depth...................................100 feet
         (x)      Charge Size .......................................11 #
         (xi)     Record Length ......................................8 Sec.
         (xii)    No of Geophones per Group...........................6
         (xiii)   Sample Rate.........................................2 MS

         NEG  shall  retain  the  right at all  times,  upon  written  notice to
         ACADIAN,   to  amend  or  modify  such  Design  Parameters  to  include
         additional  Receiver  Lines  into the  Spread;  provided  that any such
         increase shall be invoiced to NEG at ACADIAN's  actual cost plus thirty
         percent  (30%) and  added to each  Swath  for  which  the  increase  is
         requested.  ACADIAN shall be responsible for advising NEG that land and
         weather  conditions  are not suitable for  performing  the  geophysical
         services  to be  provided  hereunder,  at which time NEG shall make the
         final decision as to whether ACADIAN shall proceed. Notwithstanding the
         foregoing,  in the event ACADIAN determines weather,  land or any other
         condition to be unsafe, it may suspend  operations until such time that
         the unsafe condition no longer exists.

4.       Additional  Services.  In  addition  to the 3D  Survey,  ACADIAN  shall
         perform other related services as directed in writing from time to time
         by NEG  including,  but not limited  to,  securing  various  municipal,
         leasehold and governmental agency permits;  provided that NEG agrees to
         pay  the  expenses,  costs  and  fees  associated  with  such  services
         requested by NEG. It is further  agreed that NEG shall pay or reimburse
         ACADIAN for the following costs and expenses:

         (i)      standby survey crews requested by NEG shall be invoiced at a 
                  rate of $ 650.00 per day/per crew;

         (ii)     additional  survey Shot Holes or Shot Holes in excess of 
                  Design  Parameters shall be invoiced at a rate of $457.00 per 
                  Shot Hole; and

         (iii)    applicable local, state and federal taxes on equipment, goods 
                  and services provided by ACADIAN.

5.     ACADIAN's  Execution  Statement.  "Acadian  Geophysical  Services,  Inc.
     proposes to begin recording on/or before December 1, 1997, and surveying as
     soon as permits are returned and conditions are approved by NEG.  Recording
     operations  will begin when  sufficient  lead time has been obtained by the
     drilling  crew.  We  anticipate  two (2) months to complete the  recording,
     depending on option chosen and/or any permit and/or  weather  days." "Prior
     to  the  startup  of  each  operation   phase,   the  Health,   Safety  and
     Environmental  engineer  assigned  to the  crew  will  conduct  a  complete
     operation  safety and  environmental  review session.  The purpose of these
     orientation  sessions is to assure that all personnel are fully apprised of
     the specific safety requirements of their assigned task, and the proper use
     of equipment to minimize the  environmental  impact  caused by this survey.
     These  sessions  will  continue  on a  regular  basis  to  insure  that our
     employees and subcontractors  place the highest priority on health,  safety
     and environment."

     "Acadian  Geophysical  Services,  Inc.  has  employed  quality  geophysical
     personnel whom have many years of combined experience."

     "PROTECTION OF THE  ENVIRONMENT  WILL BE A TOP PRIORITY.  Party 100 will be
     supervised by Mr. Nicky Blakeney. Mr. Blaine LeBlanc, President of Domestic
     Acquisition  Services,  will  also  play  a  directional  role  in  overall
     positions."

     "Acadian Geophysical Services,  Inc. includes safety as an integral part of
     its overall business  philosophy and its daily field operations.  Since the
     Company's  objective  is  to  fulfill  each  contract   productively  while
     generating the highest  quality data, it is imperative that accidents which
     injure persons,  damage equipment or otherwise impair Company operations be
     avoided.  In this  way,  safe job  performance  and the  attendant  safety,
     welfare and health of each employee are keys to  efficient,  cost-effective
     production."

     "The   responsibility   for  maintaining   safety  working   conditions  is
     distributed  throughout  the  entire  Acadian  Geophysical  Services,  Inc.
     workforce.  Senior Company  management is charged with  strategic  planning
     which incorporates the broad issues of a safe working  environment,  proper
     placement of employees,  proper employee safety training,  proper equipment
     provision,  and review of all work related accidents.  Operational managers
     are charged with communicating safety standards to supervisors,  monitoring
     employee  adherence  to Company  safety  policy,  investigating  accidents,
     setting the party level safety example, and implementing procedural changes
     recommended by the Corporate Safety manager. The local Safety manager is in
     place to help formulate and update site specific policy,  provide training,
     conduct  inspections and report program results to local  management and to
     the Corporate Safety Manager.  Supervisors,  due to their close association
     with field employees, have the most significant employment training, hazard
     recognition and correction, inspection of employee work practices, ensuring
     the use of protective equipment,  accident investigation,  maintaining good
     site  housekeeping  and the  immediate  presentation  of an example of safe
     work.  Individual field  employees,  whose population is the most numerous,
     are responsible for learning safe work practices,  following Company safety
     policies,  reporting  unsafe  conditions  or  near-miss  incidents  to  the
     Supervisor, and maintaining themselves fit for work."

6.       NEG  Obligations.  NEG agrees that it shall  provide  ACADIAN with such
         permits,  agreements  with third  parties  and rights to conduct the 3D
         Survey over the lands and leaseholds  requested by NEG not otherwise to
         be provided by ACADIAN. Additionally, NEG shall furnish to ACADIAN maps
         of  suitable  scale  to  allow  advance  logistical  planning,  program
         assignment,  survey tract  indemnification  and  construction of a Shot
         Hole point location map by ACADIAN.

7.       Costs and Expenses.  Each of NEG and ACADIAN shall bear their own costs
         and  expenses  with  respect  to  their   respective   businesses   and
         operations,  except as otherwise  specifically  contained  herein or in
         amendments  hereto.  NEG, however,  agrees to pay, provide or reimburse
         ACADIAN for the following costs and expenses;  provided that such costs
         and expenses have the specific  written  approval of NEG prior to their
         expenditure by ACADIAN:

         (i) cost plus ten percent (10%) of any  specialized  equipment that may
         be  required  to gain  access to areas  which due to the  nature of the
         terrain are  inaccessible to normal crews and equipment,  including but
         not  limited  to,  terra  floatation  tires,  airboat  drills  or other
         specialty  equipment  required  by  permit  restrictions  or  otherwise
         necessary;

         (ii) cost plus ten percent (10%) associated with map purchases, map 
         copies, Data shipments or other special services;

         (iii) cost plus ten percent (10%)  associated with special  services to
         satisfy ecological,  environmental and governmental mandates, rules and
         regulations;

         (iv) cost  plus ten  percent  (10%)  related  to rental of  specialized
         safety equipment; and

         (v) cost plus ten percent  (10%) of  resurvey;  provided  that any such
         costs  due  to  the  negligence  of  ACADIAN  or  its   Representatives
         (hereinafter defined) shall be borne exclusively by ACADIAN.

8.       Compensation.  In  consideration  of the  services  to be  provided  by
         ACADIAN hereunder, NEG agrees to compensate ACADIAN as follows:

         (i)      3D Survey and related services, approximately
                   54 square miles......................$90,940.00 per sq. mile

         (ii)     Recording crew standby time
                  per mile (maximum 10 hr. day).........$ 1,900.00 per hour
                  (Standby will be charged for weather days and/or any permit 
                  delays not caused by any fault of ACADIAN.) *


         (iii)    Testing experimental per hour ........$ 2,100.00 per hour

         (iv)     Drilling rig standby time
                  (per crew)............................$ 1,200.00 per day
                   (Standby will be charged at the above stated rate if a drill 
                   crew is required to stand by for redrills.)   *

         (v)      Permit Agents
                  per day/per agent (subject to approval by NEG)$375.00 per day
                  (Cost of permit agents and vehicle used in securing permits or
                  related services.)
                           *First  twenty  (20)  hours  per  month at  ACADIAN's
                           expense;  all other downtime not  attributable to the
                           negligence  of ACADIAN  shall be at the sole cost and
                           expense of NEG.

9.       Invoicing.  ACADIAN shall invoice NEG for services provided  hereunder,
         and NEG  agrees to pay the  non-disputed  portion  of any such  invoice
         within  thirty  (30)  days  thereafter;  provided  that  the  following
         schedule  of payments  shall  reflect the  parties'  understanding  and
         agreement with respect to such invoicing:

         (i)      Upon execution and delivery of this Agreement..$   491,076.00

         (ii)     Upon commencement of surveying operations
                  in the 3D Survey area..........................$   736,614.00

         (iii)    Upon commencement of drilling operations ......$1,227,690.00

         (iv)     Remaining SD&A costs invoiced on a  Swath-by-Swath  basis upon
                  successful  completion  of every second (2nd) Swath;  provided
                  that the final two (2) Swaths shall be adjusted to reflect any
                  changes  in the  overall  size or  scope of the 3D  Survey  as
                  directed by NEG.

10.  Relationship of the Parties.  ACADIAN shall provide its services to NEG
     under the terms of this Agreement as an independent contractor. Except upon
     the  express  written  consent of the other,  ACADIAN has no  authority  to
     execute and/or deliver  documents which purport to bind NEG, and NEG has no
     authority  to  execute  and/or  deliver  documents  which  purport  to bind
     ACADIAN. Neither party shall function or hold itself out to be the agent of
     the other,  nor shall this  Agreement be deemed to create a partnership  or
     joint  venture of any type;  provided,  however,  that NEG hereby grants to
     ACADIAN the  limited  power and  authority  to acquire  certain  permits to
     conduct  geophysical  services as directed by NEG whose land and leases lie
     within the area comprising the area of geophysical  services to be rendered
     by ACADIAN  pursuant to this Agreement.  All  compensation  paid to ACADIAN
     shall be without any deductions including: withholding for federal or state
     income or other taxes, social security, worker's compensation insurance, or
     health  or  accident  insurance,  for  which  ACADIAN  agrees  to be solely
     responsible.  ACADIAN  shall not receive nor be eligible  for any  employee
     benefits made available to others who perform services for NEG.

11.      Ownership and Use of Data.  ACADIAN is performing  its services for the
         exclusive   benefit  of  NEG.   Accordingly,   all  data   (geological,
         geophysical or otherwise) and the compilations, analyses, notes, charts
         and interpretations  made by ACADIAN or others ("Data") with respect to
         the geophysical  services performed by ACADIAN on NEG's behalf shall at
         all times be the property of NEG.  ACADIAN  shall have no right to use,
         license or otherwise  disseminate any portion of the Data for itself or
         to any third party without the express written consent of NEG.

12   Confidentiality.  This  Agreement  and the Data  shall be deemed to be
     confidential and proprietary to NEG ("the "Confidential Information"),  the
     disclosure  of  which  to  unauthorized   third  parties  could  result  in
     irreparable  harm to  NEG.  Accordingly,  ACADIAN  for  itself  and for its
     affiliates, officers, contractors, consultants, invitees, employees, agents
     or advisors  (collectively,  the "Representatives")  warrants and agrees to
     maintain  the   confidentiality  of,  and  not  disclose  the  Confidential
     Information  to any party  without  the  express  written  consent  of NEG;
     provided  that this  Paragraph 12 shall not restrict 

     (a)  disclosure  of any  Confidential  Information  required by  applicable
     statute,  rule  or  regulation  of any  court  of  competent  jurisdiction;
     provided  that NEG is given notice and an adequate  opportunity  to contest
     such disclosure, and
                                   
     (b) any disclosure of Confidential  Information which is available publicly
     as of the  date  of  this  Agreement  or  which,  after  the  date  of this
     Agreement,  becomes  available  publicly  through no fault or action on the
     part of ACADIAN or its Representatives other than as provided herein.

13.       Indemnity   by   ACADIAN.   ACADIAN   for  itself  and  for  its
          Representatives and on behalf of its successors and assigns, agrees to
          indemnify  and hold NEG harmless  from and with respect to any and all
          losses,   damages,   costs,   expenses,   obligations,    liabilities,
          deficiencies, taxes, interest on taxes or penalties, including without
          limitation the reasonable fees and  disbursements of counsel and costs
          of responding to any governmental audit,  inquiry or investigation and
          including  without  limitation all claims,  liabilities or obligations
          arising from or related to the actions or failure to act in conducting
          the geophysical services requested by NEG, including (without limiting
          the generality of the foregoing)  environmental and third party claims
          related  to or  arising  directly  or  indirectly  out  of  any of the
          following  (any of which shall be referred to herein  singularly  as a
          "Loss" and collectively as the "Losses"):

         (i) Any and all  claims,  counterclaims,  liabilities  and  obligations
         arising from or related to ACADIAN or its  Representatives'  negligence
         in conducting its operations and geophysical services on behalf of NEG;

         (ii) Any claim,  counterclaim,  liability or obligation arising from or
         related to surface or subsurface  damages  caused by the  negligence or
         willful misconduct of ACADIAN or its  Representatives in conducting its
         geophysical services on behalf of NEG; and

         (iii) Any claim, counterclaim,  liability or obligation arising from or
         related to  environmental  damages  caused by the negligence or willful
         misconduct  of  ACADIAN  or  its   Representatives  in  conducting  its
         geophysical services on behalf of NEG.

14.      Indemnity  by NEG.  NEG agrees to  indemnify  and hold  ACADIAN and its
         Representatives  harmless  from and with  respect to any and all Losses
         related to or arising out of any of the following:

         (i) Any and all  claims,  counterclaims,  liabilities  and  obligations
         arising from or related to NEG's  operations  in the area where ACADIAN
         is conducting its geophysical services on behalf of NEG;

         (ii) Any and all  claims,  counterclaims,  liabilities  or  obligations
         related to surface or subsurface  damages  caused by the  operations of
         NEG in the area where ACADIAN is conducting its geophysical services on
         behalf of NEG; and

         (iii) Any  claim,  counterclaim,  liability  or  obligation  related to
         environmental  damages  caused  by NEG in the  area  where  ACADIAN  is
         conducting its geophysical services on behalf of NEG.

15.  Survival of  Indemnities.  The  obligation  of  indemnification  set out in
Paragraphs  13 and 14  hereof  shall  survive  for a period  of three  (3) years
following the execution and delivery of this Agreement (the "Survival  Period").
Any claim for any Loss or Losses must be asserted in writing prior to the end of
the Survival Period, and if asserted in writing during the Survival Period, such
claims shall survive until resolved; and if such claims are not so asserted, the
party  asserting  such  claim  shall be forever  estopped  and  prohibited  from
asserting any such claim hereunder.

16.      Miscellaneous.

         16.1  Notices.  All notices,  demands and other  communications  to the
         parties hereto as may be required  hereunder  shall be in writing or by
         written telecommunication,  and shall be deemed to have been duly given
         if delivered  personally or if mailed by certified mail, return receipt
         requested, postage prepaid, or if sent by overnight courier, or sent by
         written telecommunication, as follows:

         IF TO NEG:                                  IF TO ACADIAN:

         National Energy Group, Inc.          Acadian Geophysical Services, Inc.
         4925 Greenville Avenue, Suite 1400    6760 A Cemetary Highway
         Dallas, Texas 75206-4095              St. Martinville, Louisiana 70582
         Telephone:  (214) 692-9211                  Telephone:  (318) 394-7444
         Facsimile:  (214) 692-5055                  Facsimile:  (318) 394-7424
         Attn:  Mr. Miles D. Bender, President  Attn:  Blaine LeBlanc, President

         16.2 Successors and Assigns. All provisions of this Agreement,  whether
         or not such provisions shall specifically so provide,  shall be binding
         upon and inure to the benefit of ACADIAN  and NEG and their  respective
         successors  and assigns.  ACADIAN  shall not assign any portion of this
         Agreement  without the express  written  consent of NEG,  which consent
         will not be unreasonably withheld.

         16.3 Entire Agreement.  This Agreement constitutes the entire agreement
         of ACADIAN  and NEG with  respect to the  matters  governed  herein and
         supersedes all prior agreements,  arrangements,  statements,  promises,
         information,  understandings,  representations and warranties,  whether
         oral or written, express or implied, with respect to the subject matter
         hereof.

         16.4  GOVERNING  LAW. THE VALIDITY AND  CONSTRUCTION  OF THIS AGREEMENT
         SHALL BE  GOVERNED  BY THE  INTERNAL  LAWS  (AND NOT THE  CHOICE-OF-LAW
         RULES) OF THE STATE OF TEXAS.

         16.5 No  Implied  Rights or  Remedies.  Except as  otherwise  expressly
         provided  herein,  nothing  herein  expressed or implied is intended or
         shall  be  construed  to  confer  upon or to give any  person,  firm or
         corporation, except NEG and ACADIAN, any rights or remedies under or by
         reason of this Agreement.

         16.6  Construction.  The language used in this Agreement will be deemed
         to be the language chosen by the parties hereto to express their mutual
         intent, and no rule of strict  construction will be applied against any
         party.

         16.7  MEDIATION,  ARBITRATION.  IN THE EVENT OF A DISPUTE  BETWEEN  THE
         PARTIES TO THIS  AGREEMENT,  THE PARTIES AGREE TO  PARTICIPATE  IN GOOD
         FAITH IN A MINIMUM OF FOUR (4) HOURS OF MEDIATION IN DALLAS, TEXAS WITH
         AN ATTORNEY-MEDIATOR  TRAINED AND CERTIFIED BY THE AMERICAN ARBITRATION
         ASSOCIATION,  THE UNITED STATES ARBITRATION AND MEDIATION  SERVICE,  OR
         ANY COMPARABLE  ORGANIZATION,  AND TO ABIDE BY THE MEDIATION PROCEDURES
         AND DECISION OF SUCH  ORGANIZATION.  THE PARTIES  AGREE TO EQUALLY BEAR
         THE COSTS OF THE  MEDIATION.  IN THE EVENT THE PARTIES  CANNOT  RESOLVE
         THEIR DISPUTE THROUGH MEDIATION AS DESCRIBED HEREIN,  THE PARTIES AGREE
         TO  PARTICIPATE  IN BINDING  ARBITRATION  PURSUANT  TO THE RULES OF THE
         AMERICAN   ARBITRATION   ASSOCIATION  OR  MUTUALLY   AGREEABLE  SIMILAR
         ORGANIZATION. SUCH ARBITRATION SHALL BE HELD IN DALLAS, TEXAS, SHALL BE
         BINDING AND NONAPPEALABLE AND A JUDGMENT ON THE AWARD TO THE PREVAILING
         PARTY  (INCLUSIVE  OF  REASONABLE  ATTORNEY=S  FEES AND  COSTS)  MAY BE
         ENTERED IN ANY COURT HAVING COMPETENT JURISDICTION.

         IN WITNESS WHEREOF,  and intending to be legally bound hereby,  ACADIAN
and NEG have caused this  Agreement to be duly  executed and delivered as of the
date and year first hereinabove written.

                                    "ACADIAN"

                                    ACADIAN GEOPHYSICAL
ATTEST: _______________________     SERVICES INC.

TITLE: _________________________    By:__________________________
                                       Name:  Blaine LeBlanc
                                       Title:  President


                                    "NEG"

                                    NATIONAL ENERGY GROUP, INC.
ATTEST:______________________

TITLE:______________________        By:______________________________
                                       Name:  William T. Jones
                                       Title: Senior Vice President Operations