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                                                                    EXHIBIT 10.7
                           OMNI GEOPHYSICAL, L.L.C.
                                      AND
                            RICHARD PATRICK MORRIS

                   EMPLOYMENT AND NON-COMPETITION AGREEMENT


               THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT is made and entered
          into on the 6th day of August, 1997, but effective as of July 1, 1997
          (the "Agreement") by and between OMNI GEOPHYSICAL, L.L.C., a Louisiana
          limited liability company (hereinafter referred to as "Company") and
          RICHARD PATRICK MORRIS, a resident of the State of Louisiana
          (hereinafter referred to as "Employee").

               WHEREAS, the Company is desirous of obtaining the services of the
          Employee upon the terms and conditions contained herein; and

               WHEREAS, the Employee is desirous of providing services for the
          Company upon the terms and conditions contained herein.

               NOW, THEREFORE, in consideration of the mutual promises,
          covenants and agreements herein contained, the receipt and legal
          sufficiency of which are hereby acknowledged, the parties hereto agree
          as follows:

               1.   EMPLOYMENT.  The Company hereby hires the Employee and the
          Employee hereby agrees to be employed upon the terms and conditions
          hereinafter set forth.

               2.   TERM.  Subject to the provisions for termination as
          hereinafter provided, the term of this Agreement shall be for the
          period beginning on the mutual execution of this Agreement and
          expiring on June 30, 2000, except that the provisions of Section 6 and
          Section 7 of this Agreement shall be effective for the period
          beginning on the mutual execution of this Agreement and expiring two
          (2) years after the termination of Employee's employment under this
          Agreement.

               3.   COMPENSATION.  For the period beginning on the mutual
          execution of this Agreement and expiring on June 30, 2000, the Company
          shall pay Employee One Hundred Thousand Dollars ($100,000) per annum
          as a base salary.

               4.   DUTIES.  For the period beginning on the mutual execution of
          this Agreement and expiring June 30, 2000, Employee shall serve as a
          Vice President and General Manager of the Company's aviation division.
          Notwithstanding anything in this Agreement to the contrary, Employee
          shall perform such other duties, tasks and work as may be assigned to
          him by the Company's officers and Board of Directors.

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               5.   TERMINATION.  This Agreement may be terminated at any time
          by the Company, without prior notice, for cause or for breach of any
          obligation of Employee to Company, and may also be terminated at any
          time by the Company, without prior notice, without cause; provided,
          however, that in the event this Agreement is terminated by the Company
          without cause, then the Company shall continue to pay the Employee the
          compensation as set forth in Section 2 hereof through June 30, 2000.
          For purposes of this Agreement, the Company shall have "Cause" for
          termination of Employee's employment hereunder upon the occurrence of
          any of the following: (i) the continued failure by Employee to
          substantially perform his duties hereunder in the manner and at the
          level as customarily performed by the general manager of aviation
          companies after demand for substantial performance is delivered by the
          Company that identifies the manner in which the Company believes
          Employee has not substantially performed his duties, (ii) the
          Employee's conviction of a felony, (iii) any acts of dishonesty or
          deceit by the Employee involving the Company's business or his
          performance of his duties hereunder, or (iv) a material breach of any
          fiduciary duty of loyalty owed to the Company by the Employee.

               6.   CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION.  Employee
          recognizes, acknowledges and agrees that the names of the Company's
          customers and its pricing structure, processes, operations, marketing
          programs, sales techniques, designs, specifications and other trade
          secrets (collectively referred to herein as "Proprietary Information")
          are valuable, special and unique assets of the Company. Employee will
          not, during or after the term of Employee's employment hereunder,
          directly or indirectly, utilize for the benefit of any person,
          business, enterprise or entity other than Company or disclose any
          portion or part of the Company's Proprietary Information to any
          person, firm, corporation, association or other entity for any reason
          or purpose whatsoever. Furthermore, it is agreed that all data, lists,
          papers, memoranda, documents, and all products of Employee's skill,
          resulting from Employee's employment hereunder, shall be and remain
          the sole and exclusive property of the Company, and Employee shall
          execute any and all agreements and instruments that may be necessary
          to evidence the Company's ownership of such property. In the event of
          a breach or threatened breach by the Employee of the provisions of
          this Section 6, the Company shall be entitled to an injunction
          restraining the Employee from breaching the terms of this Agreement.
          Nothing herein shall be construed as prohibiting the Company from
          pursuing any other remedy available to the Company for such breach or
          threatened breach, including the recovery of damages from the
          Employee.

               7.   COVENANT OF NON-COMPETITION.  For the period beginning on
          the mutual execution of this Agreement and expiring two (2) years
          after the termination of Employee's employment under this Agreement,
          (a) the Employee will not, directly or indirectly, within any parish
          or municipality in Louisiana or in any other state or foreign
          jurisdiction in which customers of the Company are located or reside,
          solicit, induce or otherwise contact customers of the Company for the
          purpose of soliciting business from the Company's customers, or any
          other purpose whatsoever which is detrimental to the Company or its
          business; and (b) the Employee will not, directly or indirectly,
          within any parish or municipality in Louisiana or in any other state
          or foreign jurisdiction in which Company engages in or has engaged in
          business, own, manage, operate, control, be employed by, consult with,
          participate in, or be connected in any manner with the ownership,
          management,

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          operation or control of any business, enterprise, or entity (including
          a sole proprietorship of Employee) which: (i) owns, operates or
          controls any geophysical services business, which business includes
          but is not limited to the provision of seismic drilling and support
          services, the transportation of equipment used in connection with
          seismic drilling and support services, and the design and manufacture
          of such equipment, or (ii) owns, operates or controls any aviation
          company which provides seismic drilling or support services or
          provides aircraft, pilots or other related equipment and services that
          are used in support of seismic drilling or surveying activities. In
          the event of any actual or threatened breach by the Employee of the
          provisions of this Agreement, Employee agrees that Company shall not
          have an adequate remedy at law and the Company shall be entitled to an
          injunction restraining the Employee from owning, managing, operating,
          controlling, being employed by, participating in, or being in any way
          so connected with any activity which is prohibited in this Section 7
          and/or the solicitation of any business on his behalf or on behalf of
          others from any customer. Nothing herein stated shall be construed as
          prohibiting Company from pursuing any other remedies available to the
          Company for such breach or threatened breach including the recovery of
          damages from the Employee.

               8.   REFORMATION/SAVINGS CLAUSE.  The parties agree that if
          either the length of time or the geographical area of Employee's
          covenants contained herein are deemed too restrictive by any court of
          competent jurisdiction in any proceeding involving the validity of
          said covenants, then the court may reduce the offending restriction to
          the maximum restriction it deems reasonable under the circumstances so
          as to give the maximum permissible effect to the intentions of the
          parties as set forth herein, and the court may enforce such provisions
          as so reformed.

               9.   REMEDIES AND EQUITABLE PROVISIONS.  The following provisions
          shall apply in respect of Employee's covenants and agreements
          contained in this Agreement:

               (a)  Employee acknowledges and agrees that Employee's covenants
          contained in this Agreement are reasonable and necessary for the
          proper protection of Company and that the Employee's agreements herein
          not to compete with the Company shall not hinder Employee in obtaining
          gainful employment at the termination of this Agreement in the event
          Employee shall desire such employment.

               (b)  Employee acknowledges and agrees that Company does not have
          an adequate remedy at law for the breach or threatened breach of
          Employee's covenants contained in this Agreement, and Employee
          therefore agrees that Company, in addition to any other remedy which
          may be available to it, shall be entitled to enforce Employee's
          covenants by injunction or other equitable means.

               (c)  The parties agree that if Company should institute
          litigation against Employee to enforce any provisions of this
          Agreement, then the prevailing party in such litigation shall be
          entitled to receive, in addition to any other relief awarded such
          party, reasonable attorneys' fees in respect of the prosecution or
          defense of such litigation.

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               10.  NOTICES.  Any notice required or permitted to be given under
          this Agreement shall be sufficient if in writing, and if sent by
          certified mail

               If to Employee:  Richard Patrick Morris
                                P.O. Box 5409
                                Lafayette, LA   70502

               If to Company:   Omni Geophysical, L.L.C.
                                P.O. Box 3761
                                Lafayette, Louisiana 70502

               11.  WAIVER OF BREACH.  The waiver or nonenforcement by the
          Company of a breach of any provision of this Agreement by the Employee
          shall not operate or be construed as a waiver of any subsequent breach
          by the Employee.

               12.  ASSIGNMENT.  Employee acknowledges that the services to be
          rendered by him are unique and personal. Accordingly, Employee may not
          assign any of his rights or delegate any of his duties or obligations
          under this Agreement. The rights and obligations of Company under this
          Agreement shall inure to the benefit of and shall be binding upon the
          successors and assigns of Company.

               13.  SEVERABILITY.  Every provision of this Agreement is entitled
          to be severable. The parties agree that if any term or provision
          hereof is held to be illegal, invalid, against public policy or
          unenforceable for any reason whatsoever, such illegality or invalidity
          shall not affect the validity of the remainder to the Agreement, and
          the remaining provisions of this Agreement shall not be affected
          thereby.

               14.  AMENDMENTS.  No alterations, modifications, amendments or
          changes herein shall be effective or binding upon the parties unless
          the same shall have been agreed in writing by all the parties.

               15.  SECTION  HEADINGS.  Section and other headings in this
          Agreement are for reference purposes only, and are in no way intended
          to describe, interpret, define or limit the scope or extent of any
          provision hereof.

               16.  COUNTERPART EXECUTION.  This Agreement may be executed by
          any number of counterparts with the same effect as if all parties
          hereto had signed the same document. All counterparts shall be
          construed together and shall constitute one agreement.

               17.  APPLICABLE LAW.  Company and Employee acknowledge and agree
          that the law of several states could, conceivably, apply to the terms
          of this Agreement. In order to provide certainty with respect to the
          construction, interpretation and enforcement of this Agreement, it is
          the intention of the parties that the internal laws of the State of
          Louisiana shall govern only the construction,

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          interpretation, validity and enforcement of each term of the Agreement
          which relates to obligations which are intended to be performed or
          restrictions upon the activities or conduct of the parties within the
          State of Louisiana. The construction, interpretation, validity and
          enforcement of each term of the Agreement which relates to obligations
          to be performed or restrictions upon the activities or conduct of the
          parties outside of the State of Louisiana shall be governed by the law
          of the State of Texas. The parties to this Agreement have agreed to
          this bifurcated choice of law after careful consideration and
          reflection.

               18.  RIGHTS CUMULATIVE.  The rights of Company hereunder shall be
          cumulative and the enforcement by Company of any right shall not
          affect in any way the ability of Company to enforce any other right
          hereunder or any right or remedy of Company at law or in equity.

               19.  ENTIRE AGREEMENT.  This instrument contains the entire
          agreement of the parties and may not be changed orally but only by
          agreement in writing signed by the party against whom enforcement of
          any waiver, change, modification or discharge is sought.

               IN WITNESS WHEREOF, the Company has caused this Agreement to be
          executed by its duly authorized managers, and the Employee has
          hereunto set his hand as of the day and year first above written.


                                    COMPANY

                                    OMNI GEOPHYSICAL, L.L.C.,
                                    a Louisiana limited liability company


                                    By:/s/David Jeansonne
                                       ---------------------------------
                                           David Jeansonne, Manager


                                    By:/s/Roger E. Thomas
                                       ---------------------------------
                                          Roger E. Thomas, Manager


                                    EMPLOYEE



                                    /s/Richard Patrick Morris
                                    ------------------------------------
                                       Richard Patrick Morris
      

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