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 vi. “Levels” shall mean (1) one 3-component station of Slimwave, Geowave orMaxiwave.  vii. “MITCHAM” shall mean Mitcham Industries Inc, and its Affiliates engaged in therental, lease, and sales of seismic data acquisition systems and equipment throughoutthe world.  viii. “Parties” shall mean MITCHAM and Sercel; “Party” shall mean one of them.  ix. “Products” shall mean any land, transition zone, marine or seabed seismicequipment, down hole acquisition equipment and/or software. “Sercel” shall mean SercelInc. and its Affiliates engaged in the manufacture and marketing of seismic equipment.  x. “VSP Tools” shall mean Sercel VSP products including Slimwave, Geowave andMaxiwave  xi. “Year” shall mean one of the three 365-day periods commencing on the EffectiveDate or the first two anniversaries thereof.1. Introduction. SERCEL and certain of its Affiliates design, manufacture and marketfully-configured seismic data acquisition systems (the “SERCEL Systems”), the components thereofand equipment related thereto, including station units that are sometimes called “channel boxes.”At the present time, SERCEL and certain of its Affiliates manufacture equipment as described on*Schedule 1a* and *Schedule 1b* (collectively the “Products”). Mitcham and certain ofits Affiliates provides full service leasing services to customers in the oil and gas industry,including the leasing of new and used channel boxes to customers who have SERCEL Systems. For goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged for allpurposes, Mitcham and SERCEL agree to the terms set forth herein.2. Exclusive Authorized Third Party Lessor.     (a) Mitcham hereby represents to SERCEL that Mitcham has the necessary skills, experience,personnel, facilities and equipment to effectively perform its responsibilities as the exclusiveleasing representative for SERCEL as described in the Agreement. In reliance upon thatrepresentation, SERCEL hereby appoints Mitcham as the exclusive authorized lessor of the Productslisted on *Schedule 1a* (the “Exclusive Products”) throughout the world (the “Territory”) andas the non-exclusive authorized lessor of the Products listed on *Schedule 1b* throughout theTerritory; except that Mitcham shall not offer financing leases or leases equal to or greater thanone year except with SERCEL’s prior written consent. SERCEL has the right to undertake equipmentleases with a term greater than or equal to one year without any prior notice given to Mitcham.During the term of this Agreement, Mitcham will actively promote and solicit the leasing of theProducts.
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     (b) During the term of this Agreement, SERCEL shall not recommend or suggest any competitor ofMitcham (including without limitation the competitors listed in *Schedule 2a*) or any otherthird party known by SERCEL or its Affiliates as a source from which any of the Exclusive Productsmay be leased in the Territory.     (c) During the term of this Agreement, SERCEL and/or any Affiliate shall remain free toperform, directly or indirectly, with any third party any operating or financial lease with a termgreater than or equal to one year or, subject to the provisions of paragraph 2(f) herein, withrespect to Land, Marine, OBC, VSP Tools Product throughout the Territory. The Parties acknowledgethat the purpose of this Agreement is the lease of Products by Mitcham. This Agreement does notallow Mitcham to act as distributor, agent, commercial representative or reseller of brand-newProducts.     (d) Mitcham’s exclusive rights to lease the DSU3 428XL system shall apply throughout theTerritory except that:     (i) Mitcham will not rent DSU3 428XL system for use in mainland China to any seismiccontractor that is owned or controlled by Chinese nationals without SERCEL’s prior writtenconsent; and     (ii) Mitcham will have non-exclusive rights of rental of the 428XL DSU3 system in thecountries of the Commonwealth of Independent States, including Azerbaijan, Kazakhstan,Turkmenistan, and Uzbekistan.     (e) Mitcham’s exclusive rights to lease VSP Tools shall apply throughout North and SouthAmerica except that:     (i) Mitcham will not rent VSP Tools for use in mainland China to any seismic contractorthat is owned or controlled by Chinese nationals without SERCEL’s prior written consent; and     (ii) Mitcham will have non-exclusive rights of rental of VSP Tools for Europe, Asia,Africa and the Australia Continents.     (f) During the term of the Agreement, in the event that a third party makes inquiry of SERCELas to the possibility of leasing any of the Products anywhere in the Territory, then and upon eachinquiry, SERCEL shall contact Mitcham (by phone, email or letter) and explain in reasonable detailthe identity of the third party and the terms, if any, that have been discussed with regard to suchlease, and Mitcham shall promptly contact such third party and negotiate the terms of the proposedlease. Mitcham shall have discretion to accept or reject any third party referred by SERCEL forleasing as a result of (i) possessing an insufficient amount of the Products for lease to suchthird party (provided, however, the continued failure of Mitcham to maintain a sufficient amount ofproducts to satisfy demand could be evidence that Mitcham is not actively promoting the leasing ofProducts, as required hereunder unless caused by the
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 failure of SERCEL to deliver Products to Mitcham), (ii) reasonably apparent credit risk or any otherreasonable business-related factor, or (iii) inability to reach agreement on the terms of suchlease. Notwithstanding the previous sentence, Mitcham shall use commercially reasonable bestefforts to service every third party referred by SERCEL for leasing. Mitcham shall be deemed tohave rejected such a third party as a result of inability to agree on the terms within fifteen (15)business days of such third party’s first contact by Mitcham with regard to such proposed lease.SERCEL may then respond to this one time business opportunity in any means it sees fit. If SERCELleases to such third party, then SERCEL shall have the right to continue to lease to such thirdparty after the term of the initial lease between them shall terminate; provided, however, that if(x) the lease between such a third party and SERCEL shall terminate, (y) the leased Product isreturned to SERCEL, and/or (z) such third party shall later make an inquiry concerning leasing ofthe Products, SERCEL shall again follow the procedure set forth in this Sub-Section (f); andprovided further that when such lease ends, SERCEL will offer to sell any Products leasedthereunder to Mitcham, on mutually agreed terms. The purchase of these products will not counttoward the minimum purchase commitment made by Mitcham to SERCEL in this agreement.     (g) In no event shall either SERCEL or Mitcham have any right to require that the other partycharge any specific price or follow any pricing guidelines or establish or require any otherspecific or general term with regard to the leasing of any of the Products, or the provision of anyother good or service by either of them. Notwithstanding the foregoing, Mitcham shall use itscommercially reasonable best efforts to have a reasonable quantity of the Products available forlease at prices which Mitcham believes reflects the supply of and demand for the Products.3. Purchase of Products from SERCEL.     (a) Subject to the other provisions of this Agreement, Mitcham agrees that it will purchasefrom SERCEL and SERCEL agrees that it will sell to Mitcham, all of the Products necessary to meetMitcham’s obligations under each lease as provided herein. The terms and conditions of purchases byMitcham of the Products hereunder shall be governed by SERCEL’s standard terms and conditions, acopy of which is attached hereto as *Schedule 3(a*); provided, however, that in the event ofany conflict between the terms of such terms hereof, the terms of the Agreement shall prevail.SERCEL may update *Schedule 3(a)* from time to time after written notice to Mitcham.     (b) The price of the Products shall be determined in accordance with the discount(s) set forthon *Schedule 3(b)*, and Mitcham shall receive the discounts set forth on *Schedule3(b)* with regard to the Products ordered by Mitcham in each order, subject to adjustment agreedto by the parties pursuant to paragraph 3(c) herein..     (c) The Parties acknowledge that SERCEL’s prices for the products are based on discountsoffered by SERCEL based on volume. SERCEL agrees to offer Mitcham discounts on the Products thatare at least as favorable to Mitcham as SERCEL offers to its other customers for comparable volumesand consideration to payment terms.
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     (d) Delivery is Ex-Works Sercel Plant(s). Packing charges will be quoted to Mitcham and thepurchase order received from Mitcham will reflect the full value of the quotation including packingcharges. Mitcham may instruct Sercel at their discretion to include freight and insurance in theproposal. This will be quoted at Sercel’s cost plus a handling fee of ten percent (10%).     (e) Sercel reserves the right to increases prices of product and repair services up to five(5%) percent per year. This only includes products and repair services that involve Sercelmanufactured products. Out sourced services and products will be increased at a proportionate levelto increases imposed on Sercel.4. Minimum Purchase Requirements for 428XL DSU3.     (a) Subject to the terms hereof, Mitcham will issue a Purchase Order for 27,000 DSU3428XL system channels within two weeks of signing this agreement. This PO will be called a MasterPO. Subsequently, Mitcham will issue PO’s which reference the Master PO to draw against the 27,000channels. These PO’s will be called Supply PO’s. Orders that Mitcham places with SERCEL affiliatesapply toward the minimum purchase requirements for 428XL DSU3. In the event that Mitchamdoes not purchase Products from SERCEL via Supply PO’s under the Agreement in an amountthat satisfies the Minimum Purchase Requirements (set forth below), at SERCEL’s option but subjectto Section 4(c) below, SERCEL may terminate this Agreement on 30 days written notice; and upon suchtermination Mitcham shall not be obligated to purchase any Products other than the Products that ithas ordered prior to the effective date of such termination.     (b) For purposes hereof, the term “Minimum Purchase Requirement” shall mean Products purchasedand delivered to Mitcham via Supply PO’s from SERCEL as follows:From July 1, 2009 to December 31, 2009: 3,000 428XL DSU3; 9,000 ChannelsFrom January 1, 2010 to December 31, 2010: 3,000 428XL DSU3; 9,000 ChannelsFrom January 1, 2011 to December 31, 2011: 3,000 428XL DSU3; 9,000 Channels     (c) Notwithstanding anything herein to the contrary, in the event that a Minimum PurchaseRequirement is not satisfied by Mitcham in any period ending before December 31, 2011, thisAgreement may not be terminated by SERCEL due to such failure if Mitcham meets the Minimum PurchaseRequirement for the subsequent period (i.e., Mitcham will have one period that equals (1) one yearin which to cure any failure to meet the Minimum Purchase Requirement).     (d) For purposes of determining whether Mitcham has satisfied the Minimum PurchaseRequirement, Products purchased by Mitcham shall include Products ordered by Mitcham viaSupply PO’s regardless of when such Products are delivered so long as such
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Products are ordered before 90 days of the end of a period and paid for in accordance with theterms and conditions set forth in *Schedule 3(a)*. If Mitcham orders within the specifiedperiod and SERCEL is not able to deliver due to manufacturing delivery issues, there will be nopenalty against Mitcham and such orders will be applied to satisfy the Minimum PurchaseRequirement. In the event Mitcham purchases more than the Minimum Purchase Requirement in any givenperiod, such excess shall be applied in meeting the Minimum Purchase Requirement for any subsequentperiod.5. Minimum Purchase Requirement for VSP Tools     (a) Subject to the terms hereof, Mitcham will issue a Purchase Order for 300 levels of VSPTools within two weeks of signing this agreement. This PO will be called a Master PO. Subsequently,Mitcham will issue PO’s which reference the Master PO to draw against the 300 levels. These PO’swill be called Supply PO’s. In the event that Mitcham does not purchase Products from SERCEL viaSupply PO’s under the Agreement in an amount that satisfies the Minimum PurchaseRequirements (set forth below), at SERCEL’s option but subject to Section 5(c) below, SERCEL mayterminate this Agreement on 30 days written notice; and upon such termination Mitcham shall not beobligated to purchase any Products other than the Products that it has ordered prior to theeffective date of such termination.     (b) For purposes hereof, the term “Minimum Purchase Requirement” shall mean Products purchasedand delivered to Mitcham via Supply PO’s from SERCEL as follows:From July 1, 2009 to December 31, 2009: 100 levels of VSP ToolsFrom January 1, 2010 to December 31, 2010: 100 levels of VSP ToolsFrom January 1, 2011 to December 31, 2011: 100 levels of VSP Tools**NOTE: At time of agreement Sercel acknowledges receipt of Purchase Orders for 102Maxiwave tools and 13 Slimwave tools which order shall be applied towards the MinimumPurchase Requirement.**     (c) Notwithstanding anything herein to the contrary, in the event that a Minimum PurchaseRequirement is not satisfied by Mitcham in any period ending before December 31, 2011, thisAgreement may not be terminated by SERCEL due to such failure if Mitcham meets the Minimum PurchaseRequirement for the subsequent period (i.e., Mitcham will have one period that equals (1) one yearin which to cure any failure to meet the Minimum Purchase Requirement).     (d) For purposes of determining whether Mitcham has satisfied the Minimum PurchaseRequirement, Products purchased by Mitcham shall include Products ordered by Mitcham via SupplyPO’s regardless of when such Products are delivered so long as such Products are ordered before 90days of the end of a period and paid for in accordance with theterms and conditions set forth in *Schedule 3(a)*. If Mitcham orders within thespecified period
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and SERCEL is not able to deliver due to manufacturing delivery issues, there willbe no penalty against Mitcham and such orders will be applied to satisfy the Minimum PurchaseRequirement. In the event Mitcham purchases more than the Minimum Purchase Requirement in any givenperiod, such excess shall be applied in meeting the Minimum Purchase Requirement for any subsequentperiod.**6.****Third Party Replacement Parts.****Mitcham shall not order from any third party anyreplacement parts for any Products that are not qualified by SERCEL. Any use of replacement partsthat have not been qualified by SERCEL will give SERCEL the right, in any case, to cancel anywarranty remaining on the equipment for which such unqualified parts are used and/or SERCEL shallbe entitled to terminate this Agreement should Mitcham fail to remedy such situation within 10 daysof SERCEL giving notice to Mitcham.**7. Resale of Purchased Equipment by Mitcham. Without SERCEL’s prior written consent,Mitcham hereby agrees that it will not sell any of the Products purchased under this Agreementuntil a period of three (3) years from the date it received the relevant Product. Without limitingthe foregoing, Mitcham may approach SERCEL with a lease to purchase or sales opportunity forequipment purchased hereunder, and SERCEL may then grant Mitcham the right to pursue thatopportunity. Notwithstanding anything to the contrary contained in this Agreement, Mitcham is not,in any case, entitled to sell within or outside mainland China any of the Products purchased underthis Agreement to any seismic contractor owned or controlled by Chinese nationals.8. Provision of Certain Goods and Services by SERCEL. SERCEL hereby agrees that Mitchamshall have the right to send a reasonable number of its employees and representatives of itscustomers who lease the Products from Mitcham to such technical, training, operations andmaintenance classes as SERCEL provides to SERCEL’s customers who lease or purchase the Productsfrom SERCEL, at SERCEL standard rates. SERCEL will provide Mitcham (4) four free training coursesper year to be used for any of the SERCEL training courses. This does not include the cost oftravel, lodging, food or incidental expenses. As part of this agreement, Mitcham will receive (2)two “no charge” training courses for each central recording system purchased from Sercel. Thesecourses may be used for Mitcham employees or lease/rent customers of Mitcham. SERCEL will have noresponsibility for travel, lodging, food or incidental expenses of the Mitcham attendees. SERCELhereby agrees to send to Mitcham such quantities of all manuals and selling information, marketingbrochures and literature regarding the Products (other than proprietary information) as SERCELdevelops and as Mitcham shall reasonably request in connection with its Leasing activities, at nocharge to Mitcham. SERCEL’s current training price schedule can be changed any anytime as long asMitcham is so notified 30 days in advance: Sercel agrees to supply up to three (3) total TMS unitsto be used for the testing and repair of 408UL or 428XL units to Mitcham at a cost of Thirtythousand five hundred sixty-eight United States Dollars ($30,568.00) per TMS unit. The list priceof this unit, for future reference, is thirty-eight thousand two hundred ten United States Dollars($38,210.00) per TMS unit.
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9. Warranty and Service.     (a) SERCEL warrants to Mitcham all of the Products sold by SERCEL to Mitcham are new and aresubject to SERCEL’s standard warranty terms.     (b) SERCEL makes no warranties or representations whatsoever with respect to any non- SERCELproducts, however, any warranty information from the manufacturers of the non-SERCEL products shallbe passed on to Mitcham.     (c) The standard SERCEL warranty is given expressly and in lieu of all other express orimplied warranties, including a warranty of merchantability or fitness and in no event shall SERCELbe liable for consequential damages resulting from the use of any of the Products.     (d) In no event shall Mitcham have any authority whatsoever, express or implied, to makewarranties other than those provided for herein without prior written permission from the SERCEL.10. Maintenance and Repair of Leased Equipment.     (a) Mitcham and Sercel acknowledges that third party lessee of the Products from Mitcham mayreturn the leased Products directly to SERCEL after the termination of such third party’s leases.In such event, SERCEL shall perform its standard maintenance check of such Products and informMitcham of any necessary repairs.     (b) The maintenance checks and the repairs performed by SERCEL on the Products received fromthe lessees shall be invoiced by SERCEL to Mitcham at the SERCEL standard price. With respect tothe repair undertaken by SERCEL, Mitcham will be entitled to a five percent (5%) discount on therepair pricing listed herein on attached *Schedule 5(a)*. Mitcham shall also pay the reasonable andordinary freight and storage charges incurred by SERCEL with respect to such Products.     (c) For any repairs performed by SERCEL, Mitcham shall be entitled to receive 5.0% discount onthe repair price listed herein on attached *Schedule **5(a)**.*     (d) Following such maintenance check and needed repairs, SERCEL shall ship such Products toMitcham at Mitcham’s expense to a location designated by Mitcham.11. Right to Use Name. Mitcham shall have the right during the Term of this Agreement to(i) identify itself as the exclusive third party lessor of the Exclusive Products, (ii) use allSERCEL trademarks and tradenames related to the Products that Mitcham leases to third parties inadvertisements and promotional materials; provided, however, that Mitcham shall obtain the priorwritten approval of SERCEL to any such advertisements and promotional materials. No rights tomanufacture are granted by this Agreement and such SERCEL trademarks and tradenames related to theProducts are and shall remain the sole and exclusive property of
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SERCEL and Mitcham shall have no rights therein other than as specifically set forth in thisAgreement.12. Relationship of the Parties. Neither Mitcham nor SERCEL shall have (i) any liabilityfor leases or sales of any of the Products by the other, or (ii) any authority to control, act foror obligate the other in any way. This Agreement shall not be construed as creating an agency,partnership or joint venture between Mitcham and SERCEL. Neither Mitcham nor SERCEL (or any oftheir employees or representatives) shall be construed as an agent, consultant or employee of theother for any purpose. Mitcham shall not have the authority to bind SERCEL in any respect, it beingintended that Mitcham shall act as an independent contractor and not as an agent, with theunderstanding that SERCEL shall not be responsible for any obligations and/or liabilities incurredby Mitcham in connection with its business activities.13. Term of Agreement. Unless sooner terminated in accordance with the provisions hereof,this Agreement shall be effective from the Effective Date through December 31, 2011(the “Term”).This Agreement may only be renewed through written agreement of both Parties.14. No Effect on Right to Sell.     (a) This Agreement shall not be construed to have any effect on SERCEL’s rights to sell (asopposed to lease) its products and services to any party, except that SERCEL shall not knowinglysell any of the Exclusive Products to any party that will lease the Products in the Territory,including without limitation Mitcham’s competitors listed on *Schedule 2(a)*.     (b) This Agreement shall not be construed to have any effect on Mitcham’s rights to sell anyother products or services to any party.15. Indemnity. SERCEL and Mitcham hereby agree to the following indemnificationobligations:     (a) Mitcham shall indemnify and hold harmless SERCEL, its directors, officers, employees andAffiliates (hereinafter the “SERCEL Indemnities”) against any and all liability, loss, damages,fines, penalties, costs and expenses (including, without limitation, court costs and reasonableattorneys fees) incurred by any of the SERCEL Indemnities as a result of any breach or violation byMitcham or others acting on its behalf of any obligation, covenant, representation or warranty ofMitcham set forth in this Agreement.     (b) SERCEL shall indemnify and hold harmless Mitcham, its directors, officers, employees andAffiliates (hereinafter the “Mitcham Indemnities”) against any and all liability, loss, damages,fines, penalties, costs and expenses (including, without limitation, court costs and reasonableattorneys fees) incurred by any of the Mitcham Indemnities (i) as a result of any breach orviolation by SERCEL or others (other than Mitcham) acting on its behalf of any obligation,covenant, representation or warranty of SERCEL set forth in this Agreement, (ii) that arise out ofor are based upon losses, claims, damages or liabilities suffered by any third parties
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(meaning any party other than Mitcham, SERCEL, Mitcham’s customer and their respectiveaffiliates) resulting from design, manufacture, and/or operation of any Products, from the failureof any such Products to satisfy any warranties (whether expressed or implied, if any), or from anydefect in the Products.     (c) It is expressly acknowledged by Mitcham that all liabilities and indemnification inrelation thereto between SERCEL and Mitcham and Mitcham’s customers, when leasing, renting orselling Sercel equipment to Mitcham’s customers, will be exclusively governed by SERCEL’s generalconditions of sale as mentioned in *Schedule 3(a)* of the Agreement.     (d) Patent infringement. The parties acknowledge that if any Mitcham customer issues a claimagainst Mitcham or Sercel on the basis that the Products are infringing a third party valid andenforceable patent, Sercel agrees to do its best efforts to protect its patents and shall beresponsible for the compensation regarding that claim under the conditions hereunder defined.Without limiting the foregoing, if a final injunction is, or Sercel believes, in its solediscretion, is likely to be, entered, prohibiting the use of Products by Mitcham’s customers,Sercel will, at its sole option and expense, either: (a) procure for Mitcham or its clients theright to use the relevant Products herein, or (b) replace the infringing Products withnon-infringing, functionally equivalent products, or (c) suitably modify the Products so that theyare not infringing; or, (d) in the event (a), (b) and (c) are not commercially reasonable, refundto Mitcham the infringing Products at a price which is the purchase price less depreciation basedon five (5) years straight-lined depreciation). Except as specified above, Sercel will not beliable for any costs or expenses incurred without its prior written authorization. Notwithstandingthe foregoing, Sercel assumes no liability for infringement claims arising from (i) combination ofthe Products with other products not provided by Sercel, ( ii) any modifications to the Productsunless such modification was made by Sercel or, (iii) any part or component supplied by thirdparty. The liability that Sercel may incur with respect to any infringement claim is expresslylimited to 100% of the amount Mitcham paid as purchase price of the Products.     (e) Either party seeking indemnification hereunder shall notify the other party in writing ofany legal action commenced against SERCEL Indemnities or the Mitcham Indemnities, as the case maybe, as soon as practicable. The indemnity obligations of Mitcham and SERCEL shall survive theexpiration or termination of the Agreement.     (f) In no event will SERCEL be liable to Mitcham, whether in contract or tort includingnegligence, under this Agreement as amended for special, incidental, indirect or consequentialdamages, nor any other losses or damages whatsoever resulting from loss of use, time, profits orbusiness resulting from its performance or non–performance, or its termination of this Agreementas amended in accordance with the terms of this Agreement.16. General.     (a) The addresses of Mitcham and SERCEL for purposes of giving any notice or othercommunication under this Agreement are as set forth below. Any such notice or
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communication shall be in writing and signed by an officer or authorized representative ofMitcham or SERCEL, as applicable. Any such notice or communication shall be deemed to have beengiven (i) immediately upon physical delivery to the addressee, or (ii) three days after such noticeor communication has been deposited in the United States mail, addressed as set forth below,first-class postage prepaid, certified mail, return receipt requested.       Mitcham: Mitcham Industries, Inc.    P. O. Box 1175    Huntsville, Texas 77342-1175    Attn: Billy F. Mitcham, Jr.       SERCEL: SERCEL Incorporated    17200 Park Row    Houston, Texas 77084    Attn: Mark FarineNotice may be served in any other manner, including telex, telecopy, telegram, etc., but shall bedeemed delivered and effective as of the time of actual delivery.     (b) Mitcham and SERCEL represent and warrant to each other that the execution, delivery andperformance of this Agreement have been authorized by all necessary corporate action, and that thisAgreement is a valid and binding obligation of each of them, respectively. Mitcham and SERCELrepresent and warrant to each other that, to the best of their knowledge, neither the execution anddelivery nor the performance of this Agreement will conflict with or result in a breach of any (i)law or of any regulation, order, writ, injunction, or decree of any court or government authorityof any country or state in which this Agreement is to be performed, or (ii) any agreement to whichthey are a party.     (c) This Agreement represents the entire agreement between Mitcham and SERCEL with regard tothe subject matter hereof, and supersedes all prior or contemporaneous agreements, understandingsor arrangements related to the subject matter hereof, including without limitation the ExclusiveLease Agreement between the parties dated June 1 2006 as amended and extended. This Agreement maynot be amended or modified except by a written document signed by duly authorized officers ofMitcham and SERCEL.     (d) This Agreement may not be assigned by either party hereto without the prior writtenconsent of the other party. This Agreement shall bind and be enforceable against the partieshereto and their respective successors and permitted assigns. Notwithstanding such authorizedassignment, Mitcham shall continue to be liable for all obligations of Mitcham set forth in thisAgreement.     (e) In the event Billy F. Mitcham, Jr. is no longer employed by Mitcham in a senior managementcapacity or is considered by Sercel to be not sufficiently and actively involved in
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the performance of this Agreement, SERCEL shall have the option upon 30 days written notice toterminate this Agreement.17. Compliance with Laws. In all of its activities pursuant to this Agreement, Mitcham andSERCEL shall comply with all laws, decrees, statutes, rules, regulations, codes and ordinances ofany jurisdiction which may be applicable to such activities, including without limitation, lawsimposing registration and disclosure requirements on Mitcham; provided, however, insignificantviolations of any of the foregoing that have no more than a minimal effect on Mitcham or SERCELshall not be a violation of this Agreement. In leasing the Products hereunder, Mitcham shall actat all times in a manner demonstrating a high level of integrity and ethical standards. Withoutlimiting the scope of its general obligations set forth above this section, Mitcham herebyrepresents and warrants to SERCEL in connection with its activities performed with regard to theProducts in the past (if any), and hereby covenants and agrees with SERCEL in connection with itsactivities to be performed in connection with the Products in the future, that Mitcham and anyperson or firm acting in association with or on behalf of Mitcham: (a) has not offered, paid, given, promised to pay or give, or authorized thepayment or gift of, and  (b) will not offer, pay, promise to pay or give, or authorize the payment or giftof,  (c) any money or thing of value to: (i) any “Foreign Official” as defined in the United States ForeignCorrupt Practices Act (Pub. L. No. 95-213, 94 Stat. 1494), together with allamendments to that Act which are effective during the term hereof (the “FCPA”)  (ii) any political party or party official, or any candidate forpolitical office; or  (iii) any other person for the purpose of (A) influencing any act ordecision of such Foreign Official, political party, party official, orcandidate in his or its official capacity, (B) inducing such Foreign Official,political party, party official or candidate to do or omit to do an act in hisviolation of his or its official duty; or (C) Inducing such Foreign Official,political party, party official or candidate to use his or its influence with aforeign government or an instrumentality of such government to affect orinfluence any act or decision of such government or instrumentality in order toassist SERCEL to obtain or retain business with any person or to directbusiness to any person.     Further, Mitcham hereby represents and warrants to SERCEL that no person having a direct orindirect financial interest in Mitcham as of the date hereof is: (i) a Foreign Official, (ii) anofficial of any political party, or (iii) a candidate for political office; provided, however, for
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purposes hereof, a person shall not be deemed to have a direct or indirect financial interestin Mitcham as a result of owning less than (5%) of the outstanding shares of common stock ofMitcham. In connection with determining whether a person owns five percent (5%) or more of thestock, Mitcham shall be permitted to rely upon filings made by its shareholders under theSecurities Exchange Act of 1934, as amended, or filings made under other applicable federalsecurities laws. Mitcham shall immediately notify SERCEL in the event that any person now orhereafter having such a financial interest in Mitcham shall assume such a status.     From time to time as requested by SERCEL, Mitcham shall, within five (5) days after requestfrom SERCEL, certify to SERCEL in writing that the obligations, representations and warranties ofMitcham set forth in this Section have not been violated. SERCEL shall not be permitted to requestsuch certification more often than once each calendar quarter unless it has reason to believe aviolation has occurred. Mitcham shall cooperate fully with any investigation which may beconducted by representatives of SERCEL for the purpose of determining whether or not Mitcham hasviolated any of those obligations, representations and warranties. In the event that amendments inthe FCPA reasonably necessitate modifications to this Section 17, the parties hereto agree tonegotiate in good faith in connection therewith and enter into such modifications.18. Mitcham Undertakings. Mitcham hereby agrees: (a) To use its commercially reasonable best efforts to actively promote and solicitthe leasing of the Products.  (b) To participate in training programs that may be offered by SERCEL or by othersrelating to the Products.  (c) To obtain approval of SERCEL prior to the commencement of any advertisingrelating to the lease of the Products which advertising has not been previouslyapproved by SERCEL.  (d) Not knowingly to lease the Products to companies or countries that areprecluded by United States law from trading with the United State or its residents and,to make reasonable inquiry in connection therewith, including inserting provisions inthe leases with their customers that are reasonably intended to keep Mitcham’scustomers from using the Products in the countries in which United States law prohibitsthe use of the Products.  (e) To make all reasonable effort to use the distributors described on *Schedule4(a)* and that have been designated by SERCEL in locations outside of the UnitedStates or Canada so as to minimize conflicts between distributors, except in Indiawhere Mitcham currently has an agent in such country. However, if conflicts arise as aresult of multiple distributors, both parties will make a reasonable attempt to use thesame distributor.
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 (f) To use commercially reasonable efforts to continue to maintain an organizationcommensurate with the growth of leasing of the Products.  (g) To return to SERCEL on termination of this Agreement any and all catalogs,samples, price lists, and any other data, information and/or supplies or materialsfurnished by SERCEL which are in the possession of Mitcham or any of its employees,agents, representatives or consultants.  (h) Not to alter, hide nor secrete SERCEL’s name on any of the Products or on anysales promotion material furnished by SERCEL.19. SERCEL’s Undertakings. SERCEL hereby agrees: (a) To cooperate with Mitcham in joint marketing programs for the Products.  (b) Upon request by Mitcham, to notify SERCEL’s affiliates, distributors andemployees regarding Mitcham’s exclusive leasing rights for the Products under thisAgreement and to instruct those affiliates, agents and employees to cooperate withMitcham in the exercise of its exclusive rights hereunder.  (c) At its sole discretion and option, to invite Mitcham to meetings in order tojoint market the Products.  (d) To provide such reasonable support and technical services for the Products asMitcham may reasonably request from time to time and at Mitcham obligation as perSercel’s current price list for said support and technical services without anydiscount.  (e) To honor all of SERCEL’s manufacturer warranties in accordance with SERCEL’sstandard warranty terms and conditions for the Products leased by Mitcham.  (f) To provide Mitcham with the right to transfer licenses to use SERCEL softwareto customers solely in connection with the use of the Products.  (g) To provide Mitcham with the right to transfer the SERCEL manufacturer’swarranties in connection with any lease, or lease to purchase of the Products.  (h) Not to grant to any competitor of Mitcham, as listed in *Schedule 2(a)*,with more favorable terms or rights than provided Mitcham within the terms andconditions of this Agreement.
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20. Purchase Order Acceptance and Payment.     (a) All sales of the Products are subject to SERCEL’s standard conditions of sale, however,SERCEL reserves the right to, at any time, change, alter or amend these conditions by giving priorwritten notice to Mitcham.     (b) Mitcham shall confirm with SERCEL all relevant delivery information prior to submission ofa purchase order for any of the Products.     (c) Upon receiving purchase order from Mitcham, SERCEL shall confirm delivery date with formalacceptance or order acknowledgment.     (d) SERCEL shall have the right to reject, in whole or in part, any purchase order fromMitcham, to refuse in whole or part, to consent to any cancellation requested by Mitcham, and toreject in whole or part, any and all returns of the Products or to refuse to grant refunds orallowances on such returns, based upon reasonable grounds. Any Purchase Order shall be binding onSERCEL only upon receipt by Mitcham of a SERCEL’s formal acceptance or acknowledgement of order.     (e) All sales by SERCEL to Mitcham shall be payable in U.S. dollars net thirty (30) days fromthe date of the invoice. Continued late payment could result in Sercel termination of thisagreement.     (f) If SERCEL agrees to modify, alter or amend any of the payment terms contained herein inorder to meet the requirements of a specific transaction, such deviation from the provisions ofthis Agreement shall not be construed as a permanent modification, alteration or amendment of thepayment terms nor shall the same be used to establish a precedent for future transactions.21. Confidential Information. Mitcham agrees that it will maintain in strict confidence,and not disclose to any other person or firm except with the prior written permission of anauthorized officer of SERCEL, any and all information received from SERCEL or prepared by Mitchamfor SERCEL regarding prices, customer lists, business plans, strategies, forecasts, studies,reports and any other information which may be considered confidential or proprietary by SERCEL andwhich is not publicly available. The confidentiality obligation of Mitcham under this Section 21shall survive the expiration or termination of this Agreement. In the event that Mitcham receivesa request to disclose all or any part of the confidential information under terms of a subpoena ororder issued by a court or by a governmental body, Mitcham agrees (i) to notify SERCEL immediatelyof the existence, terms, and circumstances surrounding such request, (ii) to consult with SERCEL onthe advisability of taking legally available steps to resist or narrow such request, and (iii) ifdisclosure of such information is required to prevent Mitcham from being held in contempt orsubject to other penalty, to furnish only such portion of the information as, in the writtenopinion of counsel reasonably satisfactory to SERCEL, it is legally compelled to disclose and toexercise its best efforts to obtain an order or other reliable assurance that confidentialtreatment will be accorded to the disclosed information. The provisions of this
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Section are mandatory, Mitcham hereby acknowledges that the provisions of this Agreement may bespecifically performed and enforced, and Mitcham consents and agrees that it may be restrained,enjoined or otherwise prevented from divulging any such confidential information if at any timeSERCEL reasonably fears that such event may occur.22. Force Majeure. All transactions under this Agreement and all purchase orders acceptedhereunder are subject to modification or cancellation in the event of strikes, labor disputes,lock-outs, accidents, fires, delays in manufacturing or in transportation or delivery of materials,floods severe weather or other acts of God, embargoes, governmental actions, or any other causebeyond the reasonable control of the party concerned, whether similar to or different from thecauses above enumerated; and including any special, indirect, incidental, or consequential damagesarising from SERCEL’S delay in delivery or failure to deliver as a result of any such cause.23. Security Interests. Until full payment of the purchase price for a Product, SERCELhereby retains, and Mitcham hereby grants to SERCEL, a purchase money security interest in thatProduct sold to Mitcham on account. Mitcham consents to actions by SERCEL that are appropriate toperfect SERCEL’S purchase money security interest and agree to execute such financing statements asare reasonably requested by SERCEL in connection with the foregoing.24. Termination. (a) This Agreement may be terminated at any time: (i) by the mutual agreement of the parties; or  (ii) by either party upon giving a notice of termination to theother party in the event the other party fails to perform, observe or complywith any of the obligations or under-takings of such other party which arecontained in this Agreement, and such failure has not been cured within fifteen(15) days after the terminating party has given a written notice specifyingsuch failure to the other party.     (b) In addition, SERCEL shall be entitled to immediately terminate this Agreement effectiveupon the giving of notice to Mitcham in the event that: (i) SERCEL has reasonable cause to believethat Mitcham or others acting in association with or on the behalf of Mitcham have committed, orintend to commit, a violation of the FCPA; (ii) Mitcham refuses or is unable to make thecertification described in Section 17; (iii) Mitcham ceases doing business as a going concern,makes an assignment for the benefit of creditors, admits in writing its inability to pay its debtsas they become due or such fact is determined by judicial proceedings, files a voluntary petitionin bankruptcy, is adjusted a bankrupt or an Insolvent entity, files a petition seeking for itselfany reorganization, rearrangement, composition, readjustment, liquidation, dissolution, or similararrangement under any present or future statute, law or regulation, or files an answer admittingthe material allegations of a petition filed against it in any such proceedings, consents
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to or acquiesces in the appointment of a trustee, receiver, or liquidator of, all or any substantial partof its assets or properties, or if it or the holders of its common stock shall take any actioncontemplating its dissolution or liquidation. In such event, SERCEL shall have no furtherliability to Mitcham under this Agreement.     (c) Upon the termination of this Agreement in accordance with the terms hereof, neither partyshall have any further liability to the other party under this Agreement except for obligations andliabilities arising or related to events or circumstances prior to the effective date oftermination.     (d) Notwithstanding the foregoing, it is expressly acknowledged between the Parties that themodification, amendment or termination of this Agreement by SERCEL in accordance with the terms ofthis Agreement, or the non renewal of this Agreement, will not entitle Mitcham to claim for anydamage, penalty or indemnity whatsoever.25. Arbitration. All disputes involving this Agreement shall be submitted to an arbitratorappointed by, and operating under, the rules of the Judicial Arbitration and Mediation Service(“JAMS”). The choice of the individual arbitrator shall be upon mutual agreement of SERCEL andMitcham, and the parties agree to negotiate in good faith in connection with the selection of theindividual arbitrator. The written decision of the arbitrator shall be final and binding upon allparties, and shall be convertible to a court judgment in the State of Texas. The arbitration shalltake place in the State of Texas. The prevailing party as determined by the arbitrator shall beentitled to receive reasonable costs and reasonable attorney’s fees from the non-prevailing partyin addition to any other relief granted. No demand for arbitration shall be made after the datewhen the institution of a legal or equitable proceeding based upon the claim or dispute would bebarred by the applicable statute of limitations of the State of Texas. All demands for arbitrationshall be made in accordance with Section 16a and shall be deemed made as of the sooner of actualreceipt or the date the demand is placed in the United States Mail. Any party shall be entitled tofile a lawsuit to specifically enforce the parties’ agreement to arbitrate and for the purpose ofobtaining injunctive relief to enforce this Agreement.26. Applicable Law. This Agreement shall be governed by the laws of the United States ofAmerica and the State of Texas.27. Export Control Laws. Any shipments made by SERCEL to Mitcham or third parties shall atall times be subject to the export control laws and regulations of the United States of America, assuch laws shall be amended from time to time. Mitcham agrees that it shall not assist in thedisposition of U.S. origin SERCEL Products, by way of transshipment, re-export, and diversion orotherwise, except as said laws and regulations may expressly permit.
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28. Standard of Business Conduct. Mitcham agrees not to pay any commissions, fees or grantany rebates to any employee or officer of any proposed customer or its Affiliates or favoremployees or officers of such proposed customer with gifts or entertainment of significant costs orvalue or enter into any business arrangements with employees or officers of any such proposedcustomer, other than as a representative of that proposed customer, without the proposed customer’sprior written approval.29. Waiver. The failure of a party to insist upon strict performance of any provision ofthis Agreement shall not constitute a waiver of, or estoppel against asserting, the right torequire performance in the future. A waiver or estoppel in any one instance shall not constitute awaiver or estoppel with respect to a later breach.30. Severability. If any of the terms and conditions of this Agreement are held by anycourt of competent jurisdiction to contravene, or to be invalid under, the laws of any politicalbody having jurisdiction over the subject matter hereof, such contravention or invalidity shall notinvalidate the entire Agreement. Instead, this Agreement shall be construed by reforming theparticular offending provision or provisions held to be invalid so that it or they are valid andenforceable while remaining as faithful as possible to the or intent of the provision orprovisions, the rights and obligations of the parties shall be construed and enforced accordingly,and this Agreement shall remain in full force and effect.31. Construction. The headings in this Agreement are inserted for convenience andidentification only and are not intended to describe, interpret, define, or limit the scope,extent, or intent of this Agreement or any other provision hereof. Whenever the context requires,the gender of all words used in this Agreement shall include masculine, feminine, and neuter, andthe number of all words shall include the singular and the plural.32. Counterpart Execution. This Agreement may be executed in any number of counterpartswith the same effect as if all the parties had signed the same document. Any counterparts shall beconstrued together and shall constitute one and the same instrument.33. Cumulative Rights. The rights and remedies provided by this Agreement are cumulative,and the use of any right or remedy by any part shall not preclude or waive its right to use any orall other remedies. These rights and remedies are given in addition to any other rights a partymay have by law, statute, in equity or otherwise.
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34. Reliance. All factual recitals, covenants, agreements, representations and warrantiesmade herein shall be deemed to have been relied on by the parties in entering into this Agreement.35. No Third Party Beneficiary. Any Agreement herein contained, express or implied, shallbe only for the benefit of the undersigned parties and their permitted successors and assigns, andsuch agreements and assumption shall not inure to the benefit of the obligees of any other party,whomsoever, it being the intention of the undersigned that no one shall be deemed to be a thirdparty beneficiary of this Agreement.36. Drafting Party**.**This Agreement expresses the mutual intent of the parties to thisAgreement. According, regardless of the preparing party, the rule of construction against thedrafting party shall have no appreciation to this Agreement.37. Time is of the Essence. Time is of the essence with respect to all provisions of thisAgreement.38. Survival. Articles 15, 21, 23, 24, 25, 26 and 38 of the Agreement shall surviveexpiration or termination of this Agreement for whatever reason.39. Incorporation of Schedules. All schedules attached to this Agreement are incorporatedinto this Agreement as fully as if stated within the body of this Agreement.40. MOST FAVORED LEASING AGENT/SUPPLIER STATUS     (a) Most favored leasing agent status. In consideration of the above understandings and ofcompliance by MITCHAM of its obligation under Section 4, Sercel shall grant Mitcham the status of the “most favored leasing agent” for Sercel’s: Land acquisition systems and productsincluding 408UL, 408ULS, 428XL, Unite, vibrators, vibrator controls, geophone sensors, hydrophonesensors, and all other related 408 and 428 land conventional and multicomponent equipment includingthe DSU3 products; Marine acquisition systems and products including Seal, SeaRay, G Guns; VSPTools including SlimWave, GeoWaves, MaxiWave and will provide Mitcham with the best competitiveoffer taking into account, the current and domestic prevailing market conditions, the quantities,the delivery times, the support services required, and the fact that the relevant equipment ispurchased. This offer will include the best available pricing that is at least as favorable as thatmade available by Sercel to any of its customers.
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     (b) Most favored supplier status. In consideration of Sercel’s commitments under thisAgreement, Mitcham shall grant Sercel the status of the “most preferred supplier” for the supply ofany conventional or multi-component land acquisition, marine acquisition or transition zoneequipment. Such equipment shall include, but is not limited to conventional land acquisitionsystems, transition zone acquisition systems, geophone sensors, hydrophone sensors, digitalsensors, VSP tools, vibrators, vibrator control systems and G Guns. Mitcham shall use itscommercially reasonable best efforts to purchase all such equipment from Sercel and not from othersuppliers. Should Mitcham seek to purchase comparable equipment from another supplier, it willfirst provide Sercel with reasonable prior notice. Such notice will specify the equipment required,the quantity required, the delivery period and the country of delivery. Sercel will then beprovided the opportunity to provide a proposal for such equipment within fifteen (15) businessdays. Should Sercel not provide a proposal within the time frame required, or should Mitchamdetermine that Sercel’s proposal is not competitive in terms of price, quality, support services,delivery dates, technical specifications or commercially viable, Mitcham shall be free to purchasesuch equipment from another supplier.IN WITNESS WHEREOF, This Agreement has been executed on behalf of the parties by their dulyauthorized representative as of the date first written above.      **SERCEL Inc.**