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                                                                   EXHIBIT 10.10


                OMNI GEOPHYSICAL, L.L.C. AND AMERICAN AVIATION L.L.C.

                                         AND

                   AMERICAN AVIATION INCORPORATED, DAVID JEANSONNE,
                              AND RICHARD PATRICK MORRIS

                    CONFIDENTIALITY AND NON-COMPETITION AGREEMENT


               THIS CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (hereinafter
          referred to as the "Agreement") is made and entered into on the 6th
          day of August, 1997, but effective as of July 1, 1997, by and between
          OMNI GEOPHYSICAL, L.L.C., a Louisiana limited liability company
          ("Omni"), AMERICAN AVIATION L.L.C., a single-member limited liability
          company owned 100% by the Company ("AA") (Omni and AA being
          hereinafter collectively referred to as the "Company"), AMERICAN
          AVIATION INCORPORATED, a Louisiana corporation ("American"), and DAVID
          JEANSONNE ("Jeansonne") and RICHARD PATRICK MORRIS ("Morris"), each a
          resident of the State of Louisiana (Jeansonne and Morris being
          hereinafter collectively referred to as the "Shareholders").

               WHEREAS, pursuant to the Intangible Asset Purchase Agreement (the
          "Purchase Agreement") and the Exchange Agreement (the "Exchange
          Agreement") both of even date herewith, by and among the Company and
          AA, the Company acquired all of the Assets of the Business (as those
          terms are defined in the Purchase Agreement and the Exchange
          Agreement) of American;

               WHEREAS, the agreements of American and the Shareholders
          hereunder are an important aspect of the Purchase Agreement and the
          Exchange Agreement, and the Company would not consummate the Purchase
          Agreement and the Exchange 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 American, and
          the Company and American 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. American
          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

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          defined in the Purchase Agreement and the Exchange 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. American and each
          of its Shareholders agrees that he (or it, in the case of American)
          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 American or any of the
          Shareholders of the provisions of this Section 1, American 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 American 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 American or any of the
          Shareholders.

               2.   COVENANT OF NON-COMPETITION. For a period of six (6) years
          beginning with the effective date of this Agreement, (a) American 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) American and Jeansonne 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 Jeansonne or
          a partnership including Jeansonne) 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, or (iii) owns, operates or controls any business which
          competes with the Company. For a period of three (3) years beginning
          with the effective date of this Agreement, Morris 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
          Morris or a partnership including Morris) 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, or (iii) owns, operates or controls any business which
          competes with the

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          Company. In the event of any actual or threatened breach by American
          or any of the Shareholders of the provisions of this Agreement,
          American 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 American 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 American or any of the Shareholders.

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

               (a)  American 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)  American 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, American 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 American 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 American or any of the
          Shareholders.

               (c)  The parties agree that if Company should institute
          litigation against American 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.

               4.   REFORMATION/SAVINGS CLAUSE. The parties agree that if either
          the length of time or the geographical area of the covenants of
          American 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.

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

               6.   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.

               7.   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.

               8.   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.

               9.   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.

               10.  APPLICABLE LAW. The Company, American 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.

               11.  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.

               12.  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, Omni has caused this Agreement to be executed
          by its duly authorized manager, AA has caused this Agreement to be
          executed by its sole member, American has caused this Agreement to be
          executed by its duly authorized officer, and each of the Shareholders
          has hereunto set his hand on the day and year first above written but
          effective as of July 1, 1997.

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


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



                                   AMERICAN AVIATION L.L.C.,
                                   a Missouri limited liability company

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


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



                                   AMERICAN AVIATION INCORPORATED
                                   a Louisiana corporation


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


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


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


          

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