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                                                                    EXHIBIT 10.9

                               OMNI GEOPHYSICAL, L.L.C.

                                         AND

                    OMNI GEOPHYSICAL CORPORATION, DAVID JEANSONNE,
                   MAX BRIAN HOYT, TED W. HOYT, AND WILBER SAM HOYT

                    CONFIDENTIALITY AND NON-COMPETITION AGREEMENT


               THIS CONFIDENTIALITY AND NON-COMPETITION AGREEMENT is made and
          entered into as of the 19th day of July, 1996 (the "Agreement") by and
          between OMNI GEOPHYSICAL, L.L.C., a Louisiana limited liability
          company (hereinafter referred to as "Company"), OMNI GEOPHYSICAL
          CORPORATION, a Louisiana corporation, and DAVID JEANSONNE, MAX BRIAN
          HOYT, TED W. HOYT, and WILBER SAM HOYT, each a resident of the State
          of Louisiana (hereinafter collectively referred to as the
          "Shareholders").

               WHEREAS, pursuant to that certain Asset Purchase Agreement (the
          "Purchase Agreement") of even date herewith, by and among the Company,
          Omni Corporation and the Shareholders, the Company acquired all of the
          Assets (as that term is defined in the Purchase Agreement) of the
          Business (as that term is defined in the Purchase Agreement) of Omni
          Corporation;

               WHEREAS, the agreements of Omni Corporation and the Shareholders
          hereunder are an important aspect of the Purchase Agreement and the
          Company would not consummate the Purchase Agreement absent the
          execution and delivery of this Agreement, including the covenants set
          forth in Sections 1 and 2 of this Agreement; and

               WHEREAS, the Company considers the goodwill of the Business
          acquired by the Company pursuant to the Purchase Agreement to be an
          essential component of the business and operations of Omni
          Corporation, and the Company and Omni Corporation desire the Company
          to continue to have and to enjoy the full benefit of said goodwill;

               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.   CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION. Omni
          Corporation and each of the Shareholders hereby recognize, acknowledge
          and agree that confidential information of any kind, nature or
          description concerning any matters affecting or relating to the
          Business (as that term is defined in the Purchase Agreement),
          including but not limited to the names of customers, 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. Omni Corporation
          and each of its Shareholders agrees that he

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          (or it, in the case of Omni Corporation) will not, without the prior
          written consent of the Company, directly or indirectly, in any
          individual or representative capacity whatsoever (a) utilize for the
          benefit of any person, business, enterprise or entity other than
          Company or (b) 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. In the event of
          any actual or threatened breach by Omni Corporation or any of the
          Shareholders of the provisions of this Section 1, Omni Corporation and
          each of the Shareholders agree that the Company shall not have an
          adequate remedy at law, and the Company shall be entitled to an
          injunction restraining Omni Corporation and/or any or all of the
          Shareholders from breaching the provisions of this Agreement. Nothing
          herein stated shall be construed as prohibiting the Company from
          pursuing any other remedies available to the Company for such breach
          or threatened breach including the recovery of damages from Omni
          Corporation or any of the Shareholders.

               2.   COVENANT OF NON-COMPETITION. For a period of seven (7) years
          beginning with the effective date of this Agreement, (a) Omni
          Corporation and each of the Shareholders 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 for any other purpose whatsoever which is
          detrimental to the Company or its business; and (b) Omni Corporation
          and each of the Shareholders will not, directly or indirectly, within
          any parish or municipality in Louisiana or in any other state or
          foreign jurisdiction in which the 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, operation or control of any business, enterprise, or
          entity (including a sole proprietorship of any of the Shareholders or
          a partnership including any of the Shareholders) 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
          business which competes with the Company. In the event of any actual
          or threatened breach by Omni Corporation or any of the Shareholders of
          the provisions of this Agreement, Omni Corporation and each of the
          Shareholders agree that the Company shall not have an adequate remedy
          at law, and the Company shall be entitled to an injunction restraining
          Omni Corporation and/or any or all of the Shareholders 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 2 and/or the solicitation of any business on his or
          its behalf or on behalf of others from any customer. Nothing herein
          stated shall be construed as prohibiting the Company from pursuing any
          other remedies available to the Company for such breach or threatened
          breach including the recovery of damages from Omni Corporation or any
          of the Shareholders.

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               3.   PERMITTED BUSINESS. The parties acknowledge that one of the
          Shareholders, David Jeansonne, owns and operates American Aviation,
          Inc., a Louisiana corporation ("American Aviation"), which utilizes
          its fleet of helicopters to provide seismic drilling and support
          services. Notwithstanding the provisions of Section 2 of this
          Agreement, the Company acknowledges and agrees that David Jeansonne
          may continue to own and operate American Aviation as set forth in this
          Section 2 without violating the non-competition restrictions and
          covenants contained in this Agreement.

               4.   REMEDIES AND EQUITABLE PROVISIONS. The following provisions
          shall apply in respect of the covenants and agreements of Omni
          Corporation and the Shareholders contained in this Agreement:

               (a)  Omni Corporation and each of the Shareholders acknowledge
          and agree that the covenants and restrictions contained in this
          Agreement are reasonable and necessary for the proper protection of
          the legitimate interests of the Company.

               (b)  Omni Corporation and each of the Shareholders further
          acknowledge and agree that any breach or threatened breach of any
          agreement contained in Sections 1 and 2 above will cause such damage
          to the Company as to be irreparable and which would be difficult to
          ascertain and for which the Company does not have an adequate remedy
          at law, and accordingly, Omni Corporation and each of the Shareholders
          agree that the Company, in addition to any other remedy which may be
          available to it, shall be entitled to enforce the covenants of Omni
          Corporation and the Shareholders by injunction or other equitable
          means. 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
          Omni Corporation or any of the Shareholders.

               (c)  The parties agree that if Company should institute
          litigation against Omni Corporation or any of the Shareholders 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.

               5.   REFORMATION/SAVINGS CLAUSE. The parties agree that if either
          the length of time or the geographical area of the covenants of Omni
          Corporation and the Shareholders 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.

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

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               7.   SEVERABILITY. Every provision of this Agreement is entitled
          to be severable. The parties agree that if any term or provision of
          the Agreement 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.

               8.   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.

               9.   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.

               10.  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.

               11.  APPLICABLE LAW. The Company, Omni Corporation and each of
          the Shareholders acknowledge and agree that under applicable conflicts
          of laws rules, 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 Missouri shall govern the construction,
          interpretation, validity and enforcement of each and every term of
          this Agreement. The parties to this Agreement have chosen the law of
          the State of Missouri after careful consideration and reflection upon
          the desirability of the stability and certainty of result which will
          occur if the internal laws of the State of Missouri are chosen in the
          manner described to govern the construction, interpretation,
          enforcement, termination and validity of the rights and duties of the
          parties under this Agreement.

               12.  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.

               13.  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.

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

                                   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


                                   OMNI GEOPHYSICAL CORPORATION,
                                   a Louisiana corporation


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


                                   /s/ David Jeansonne
                                   -----------------------------------------
                                   David Jeansonne


                                   /s/ Max Brian Hoyt
                                   -----------------------------------------
                                   Max Brian Hoyt


                                   /s/ Ted W. Hoyt
                                   -----------------------------------------
                                   Ted W. Hoyt


                                   /s/ Wilber Sam Hoyt
                                   -----------------------------------------
                                   Wilber Sam Hoyt


          

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