EXHIBIT 10.1

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AND NEITHER
THIS  WARRANT  NOR THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT MAY BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
IN WHOLE OR IN PART IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT UNDER
SUCH ACT OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY  SATISFACTORY
TO COUNSEL OF SEITEL,  INC., THAT AN EXEMPTION FROM REGISTRATION  UNDER SUCH ACT
OR THE RULES  AND  REGULATIONS  THEREUNDER  IS  AVAILABLE  WITH  RESPECT  TO THE
PROPOSED SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION.

                                  Seitel, Inc.

                              Common Stock Purchase
                               Warrant Certificate
                               TO PURCHASE 90,000
                             SHARES OF COMMON STOCK

                      VOID AFTER 5:00 P.M., HOUSTON, TEXAS
                         LOCAL TIME ON November 15, 2009

Date of Grant:  November 15, 1999
Certificate No. KFEW  9915

         This Warrant Certificate certifies that Kevin S. Fiur is the registered
holder  ("Holder") of 90,000 Common Stock Purchase  Warrants (the "Warrants") to
purchase shares of the $.01 par value common stock,  ("Common Stock") of SEITEL,
INC., a Delaware corporation (the "Company").

         Each  Warrant  enables  the Holder to purchase  from the  Company  with
respect  to (a)  one-third  of the  shares  at any time on and  after  the first
anniversary  of the grant date set forth above,  (b) an additional  one-third of
the  shares on and  after the  second  anniversary  of the grant  date set forth
above,  and (c) an  additional  one-third  of the  shares on and after the third
anniversary  of the grant date set forth  above,  and until 5:00 p.m.,  Houston,
Texas, local time on November 15, 2009, one fully paid and non-assessable  share
of Common  Stock  ("Share")  upon  presentation  and  surrender  of this Warrant
Certificate and upon payment of the purchase price of $8.000 per Share.  Payment
shall be made in lawful money of the United States of America by certified check
payable to the Company at its  principal  office at 50 Briar Hollow Lane,  West,
7th Floor, Houston,  Texas, 77027. As hereinafter  provided,  the purchase price
and number of Shares  purchasable  upon the exercise of the Warrants are subject
to modification or adjustment upon the happening of certain events.

         FOR ALL OTHER PURPOSES  STATED  HEREIN,  THE COMPANY MAY DEEM AND TREAT
THE PERSON IN WHOSE NAME THIS WARRANT  CERTIFICATE IS REGISTERED AS THE ABSOLUTE
TRUE AND LAWFUL OWNER HEREOF FOR ALL PURPOSES WHATSOEVER.

         1.   Upon  surrender to the Company,  this Warrant  Certificate  may be
              exchanged for another Warrant Certificate or Warrant  Certificates
              evidencing a like  aggregate  number of Warrants.  If this Warrant
              Certificate  shall be  exercised  in  part,  the  Holder  shall be
              entitled  to  receive  upon  surrender   hereof  another   Warrant
              Certificate  or  Warrant  Certificates  evidencing  the  number of
              Warrants not exercised.
<PAGE>

         2.   No Holder shall be deemed to be the holder of  Common Stock or any
              other  securities of the Company that may at  any time be issuable
              on the  exercise  hereof  for  any  purpose   nor  shall  anything
              contained  herein be  construed  to confer  upon the Holder any of
              the rights of a  shareholder  of the Company  or any right to vote
              for the  election of  directors  or upon  any matter  submitted to
              shareholders  at any  meeting  thereof   or to  give  or  withhold
              consent to any corporate action (whether  upon any reorganization,
              issuance  of  stock,  reclassification   or  conversion  of stock,
              change  of  par  value,  consolidation,   merger,  conveyance,  or
              otherwise)  or to  receive  notice  of   meetings  or  to  receive
              dividends or  subscription  rights or   otherwise  until a Warrant
              shall have been exercised and the Common  Stock  purchasable  upon
              the exercise thereof shall have become issuable.

         3.   Each  Holder  consents  and agree  with the Company and any other
              Holder that:

              A.  this Warrant  Certificate is  exercisable in  whole or in part
                  by the Holder in person  or  by attorney  duly  authorized  in
                  writing at the principal office of the Company.

              B.  anything herein to the contrary  notwithstanding,  in no event
                  shall the Company be obligated to issue  Warrant  Certificates
                  evidencing  other  than a whole  number of  Warrants  or issue
                  certificates  evidencing  other than a whole  number of Shares
                  upon  the  exercise  of this  Warrant  Certificate;  provided,
                  however,  that the Company  shall pay with respect to any such
                  fraction  of a Share an amount of cash based upon the  current
                  public  market  value  (or book  value,  if there  shall be no
                  public  market  value) for Shares  purchasable  upon  exercise
                  hereof,  as determined in accordance  with  subparagraph  I of
                  Section 10 hereof; and

              C.  the Company  may deem and treat  the person in whose name this
                  Warrant  Certificate  is  registered  as the absolute true and
                  lawful owner hereof for all purposes whatsoever.

         4.       The  Company  shall  maintain    books  for the  transfer  and
                  registration of Warrants. Upon the   transfer of any Warrants,
                  the Company  shall issue and  register    the  Warrants in the
                  names of the new  Holders.  The  Warrants    shall  be  signed
                  manually by the Chairman,   Chief Executive Officer, President
                  or any  Vice  President  and    the  Secretary  (or  Assistant
                  Secretary) of the Company. The   Company shall transfer,  from
                  time to time, any outstanding    Warrants upon the books to be
                  maintained  by the Company for   such purpose  upon  surrender
                  thereof for transfer  properly    endorsed or  accompanied  by
                  appropriate  instructions for   transfer. Upon any transfer, a
                  new Warrant  Certificate  shall be   issued to the  transferee
                  and  the  surrendered  Warrants  shall    be  canceled  by the
                  Company.  Warrants  may   be  exchanged  at the  option of the
                  Holder,  when surrendered   at the office of the Company,  for
                  another   Warrant,    or     other   Warrants   of   different
                  denominations,   of  like  tenor  and    representing  in  the
                  aggregate  the right to    purchase  a like  number of Shares.
                  Subject to the terms of   this Warrant Certificate,  upon such
                  surrender  and payment of   the  purchase  price,  the Company
                  shall issue and deliver with   all  reasonable  dispatch to or
                  upon the written order of the   Holder of such Warrants and in
                  such  name  or  names  as    such  Holder  may  designate,   a
                  certificate or certificates   for the number of full Shares so
                  purchased   upon    the  exercise  of  such   Warrants.   Such
                  certificate  or  certificates  shall be  deemed   to have been
                  issued  and any  person   so  designated  to be named  therein
                  shall be deemed to have    become the holder of record of such
                  Shares as of the date of the    surrender of such Warrants and
                  payment of the purchase price;    provided,  however, that if,
                  at the date of surrender and   payment,  the transfer books of
                  the Shares shall be closed,    the certificates for the Shares
                  shall be  issuable  as of the date   on which such books shall
                  be opened and until such date the   Company  shall be under no
                  duty to deliver any certificate  for   such Shares;  provided,
                  further, however, that such transfer   books, unless otherwise
                  required  by  law or by  applicable    rule  of  any  national
                  securities exchange, shall not be   closed at any one time for
                  a  period  longer  than 20  days.  The    rights  of  purchase
                  represented  by the Warrants  shall be    exercisable,  at the
                  election of the Holders,  either as an   entirety or from time
                  to time for part only of the Shares.
<PAGE>

         5.   The Company will pay any documentary  stamp taxes  attributable to
              the initial  issuance of the Shares  issuable upon the exercise of
              the  Warrants;  provided,  however,  that the Company shall not be
              required  to pay any tax or taxes  which may be payable in respect
              of any  transfer  involved  in the  issuance  or  delivery  of any
              certificates for Shares in a name other than that of the Holder in
              respect of which  such  Shares  are  issued,  and in such case the
              Company shall not be required to issue or deliver any  certificate
              for Shares or any Warrant until the person requesting the same has
              paid to the Company the amount of such tax or has  established  to
              the Company's satisfaction that such tax has been paid.

         6.   In case the Warrant  Certificate shall be mutilated,  lost, stolen
              or  destroyed,  the  Company  may,  in its  discretion,  issue and
              deliver in exchange and substitution for and upon  cancellation of
              the mutilated Warrant Certificate,  or in lieu of and substitution
              for the Warrant  Certificate,  lost,  stolen or  destroyed,  a new
              Warrant  Certificate of like tenor and  representing an equivalent
              right or interest,  but only upon receipt of evidence satisfactory
              to  the  Company  of  such  loss,  theft  or  destruction  and  an
              indemnity, if requested, also satisfactory to it.

         7.   The Company warrants that there have been reserved,  and covenants
              that at all times in the future it shall keep reserved, out of the
              authorized   and  unissued   Common  Stock,  a  number  of  Shares
              sufficient  to provide for the  exercise of the rights or purchase
              represented by this Warrant  Certificate.  The Company agrees that
              all Shares issuable upon exercise of the Warrants shall be, at the
              time of  delivery of the  certificates  for such  Shares,  validly
              issued and outstanding, fully paid and non-assessable and that the
              issuance of such Shares will not give rise to preemptive rights in
              favor of existing shareholders.

         8.   As used herein, the term "Exercise Rate" shall mean the number and
              kind of shares of capital stock of the Company which the Holder of
              this  Warrant  shall be entitled  from time to time to receive for
              each $1,000.00 of warrant  exercise  payment.  Unless and until an
              adjustment thereof shall be required as hereinafter provided,  the
              Exercise Rate shall be 125.000 shares of Common Stock.

         9.   The term  "Exercise  Price"  shall  mean  the  price  obtained  by
              dividing  $1,000.00  by the  number  of  shares  constituting  the
              Exercise Rate in effect at the time for such amount.

         10.  The  Exercise  Rate in  effect  any   time  shall  be  subject  to
              adjustment as follows:

              A.  Whenever the Company  shall (i) pay a dividend on Common Stock
                  in shares of its Common Stock,  (ii) subdivide its outstanding
                  shares of Common Stock,  (iii) combine its outstanding  shares
                  of Common Stock into a smaller number of shares, or (iv) issue
                  by  reclassification  of its shares of Common Stock (including
                  any  reclassification  in connection with a  consolidation  or
                  merger in which the Company is the continuing corporation) any
                  shares,  the Exercise Rate in effect at the time of the record
                  date  for  such  dividend  or of the  effective  date  of such
                  subdivision,   combination   or   reclassification   shall  be
                  proportionately  adjusted  so that the Holder of this  Warrant
                  exercising it after such time shall be entitled to receive the
                  total number and kind of shares which bear the same proportion
                  to the  total  issued  and  outstanding  Common  Stock  of the
                  Company immediately after such time as the proportion he would
                  have owned and have been entitled to receive immediately prior
                  to such time.

              B.  Whenever the Company shall  issue  any shares  of Common Stock
                  other than:

                  (i) shares issued in a transaction described in subparagraph H
                      of this Paragraph 10; and
<PAGE>

                  (ii)shares issued upon exercise or conversion of securities of
                      the  type  referred  to in  subparagraphs  E and F of this
                      Paragraph 10 or shares  issued,  subdivided or combined in
                      transactions   described  in  subparagraph   (A)  of  this
                      Paragraph 10 if and to the extent that the  Exercise  Rate
                      shall have been previously  adjusted pursuant to the terms
                      of  this  subparagraph  (B) or  subparagraph  (A) of  this
                      Paragraph 10 as a result of the issuance,  subdivision  or
                      combination of such securities;

                  at a price per share  which is less  than the  current  public
                  market value of a share of Common Stock,  the Exercise Rate in
                  effect immediately prior to such issuance shall be adjusted by
                  multiplying such Exercise Rate by a fraction, the numerator of
                  which   shall  be  the  number  of  shares  of  Common   Stock
                  outstanding immediately prior to such issuance plus the number
                  of  additional  shares  of  Common  Stock so  issued,  and the
                  denominator  of which  shall be the number of Shares of Common
                  Stock outstanding  immediately prior to such issuance plus the
                  number of shares of Common  Stock  which the fair value of the
                  consideration  received by the Company for the total number of
                  additional shares so issued would purchase at a price equal to
                  the current public market value.

              C.  Whenever   the  Company   shall  pay  a  dividend  or  make  a
                  distribution  (other than in a transaction which results in an
                  equivalent  adjustment pursuant to other subparagraphs of this
                  Paragraph  10)  generally  to holders  of its Common  Stock or
                  evidences of its indebtedness or assets  (excluding  dividends
                  paid in, or  distributions  of cash to the  extent of  current
                  income or earned surplus of the Company), or securities of the
                  Company,  or rights to subscribe for or purchase securities of
                  the Company,  the Exercise Rate in effect immediately prior to
                  such  distribution  shall  be  adjusted  by  multiplying  such
                  Exercise  Rate by a fraction,  the numerator of which shall be
                  the then current public market value, if any, per share of the
                  Common Stock  receiving such dividend or  distribution  or, if
                  there shall be no such current  public market value,  then the
                  book  value per  share as of the close of the month  preceding
                  such  distribution,  and the denominator of which shall be the
                  numerator  less the fair  market  value of the  portion of the
                  assets,  or  the  evidences  of  indebtedness  or  rights,  so
                  distributed which is applicable to each such share;  provided,
                  however,  if as a result of such adjustment the Exercise Price
                  would be a negative figure,  such adjustment shall be modified
                  so that the Exercise  Price after such  adjustment is $.01 per
                  share.

              D.  Whenever the Company  shall issue by  reclassification  of its
                  shares of Common Stock any shares of stock,  the Exercise Rate
                  in  effect   immediately  prior  to  such  issuance  shall  be
                  proportionately  adjusted  so that the Holder of this  Warrant
                  exercising  it after such time shall be  entitled  to receive,
                  the number and kind of shares which,  when added to the number
                  of  shares of such kind  exercisable  hereunder  prior to such
                  issue,  would  entitle the Holder  hereof,  upon the  exercise
                  hereof in full,  to  purchase an amount of shares of such kind
                  which  bears  the same  proportion  to the  total  issued  and
                  outstanding  capital stock of the Company as the proportion he
                  would have owned and have been entitled to receive immediately
                  prior to such  issue.  In the  event  that at any  time,  as a
                  result of an adjustment  made  pursuant to this  paragraph 10,
                  the Holder of this Warrant shall become entitled upon exercise
                  thereof to receive any shares of the Company other than shares
                  of its Common Stock,  then thereafter the number of such other
                  shares so  receivable  upon  exercise of this Warrant shall be
                  subject  to  adjustment  from time to time in a manner  and on
                  terms as nearly  equivalent as  practicable  to the provisions
                  contained  in this  Paragraph  10 in the respect of the Common
                  Stock.
<PAGE>

              E.  For purposes of the adjustments  provided for in the foregoing
                  subparagraphs  of  this  Paragraph  10,  if at any  time,  the
                  Company shall issue any rights or options for the purchase of,
                  or stock or other  securities  convertible  into Common Stock,
                  (such convertible stock or securities being herein referred to
                  as  "Convertible  Securities")  the Company shall be deemed to
                  have  issued  at the time of the  issuance  of such  rights or
                  options or Convertible Securities the maximum number of shares
                  of Common Stock  issuable upon exercise or conversion  thereof
                  and to have received as consideration for the issuance of such
                  shares an amount equal to the amount of cash and fair value of
                  other  consideration,  if any, received by the Company for the
                  issuance of such rights or options or Convertible  Securities,
                  plus,  in the case of such  options  or  rights,  the  minimum
                  amounts of cash and fair value of other consideration, if any,
                  payable to the Company  upon the  exercise of such  options or
                  rights and, in the case of Convertible Securities, the minimum
                  amounts of cash and fair value of other consideration, if any,
                  payable, to the Company.

              F.  For purposes of the adjustment  provided for in subparagraph B
                  above,  if at any time the  Company  shall issue any rights or
                  options  for  the  purchase  of  Convertible  Securities,  the
                  Company  shall be  deemed  to have  issued  at the time of the
                  issuance  of such  rights or  options  the  maximum  number of
                  shares of Common Stock  issuable upon  conversion of the total
                  amount of  Convertible  Securities  covered by such  rights or
                  options and to have received as consideration for the issuance
                  of such  shares an amount  equal to the amount of cash and the
                  amount of fair value of other consideration,  if any, received
                  by the  Company  for the  issuance  of such rights or options,
                  plus the  minimum  amounts  of cash  and  fair  value of other
                  consideration,  if  any,  payable  to  the  Company  upon  the
                  exercise  of such rights or options and payable to the Company
                  on conversion of such Convertible Securities.

              G.  Anything  in  subparagraph  E  or  F  above  to  the  contrary
                  notwithstanding,  whenever the Company  shall issue any shares
                  (other than on exercise of this  Warrant) upon exercise of any
                  rights  or  options  or  upon  conversion  of any  Convertible
                  Securities and if the Exercise Rate shall not previously  have
                  been  adjusted  upon the issuance of such  rights,  options or
                  Convertible   Securities,   the   computation   described   in
                  subparagraph  B above  shall  be made  and the  Exercise  Rate
                  adjusted in accordance with the provisions thereof (the shares
                  so issued  being deemed for  purposes of such  computation  to
                  have been  issued at a price per share  equal to the amount of
                  cash and fair value of other  consideration,  if any, properly
                  attributable  to one such share  received by the Company  upon
                  issuance  and  exercise  of such rights or options or sale and
                  conversion of such  Convertible  Securities (and upon issuance
                  of any rights or options  pursuant  to which such  Convertible
                  Securities may have been sold).

              H.  Anything in this Paragraph 10 to the contrary notwithstanding,
                  no  adjustment in the Exercise Rate or Exercise Price shall be
                  made in connection with:

                  (i) Convertible  Securities  issued  pursuant to the Company's
                      qualified or non-qualified  Employee Stock Option Plans or
                      any other bona fide  employee  benefit  plan or  incentive
                      arrangement, adopted or approved by the Company's Board of
                      Directors or shares of Common Stock issued pursuant to the
                      exercise of any rights or options granted pursuant to said
                      plans or  arrangements  (but only to the  extent  that the
                      aggregate  number of shares excluded by the Clause (i) and
                      issued  after the date hereof  shall not exceed 15% of the
                      Company's Common Stock outstanding at the time of any such
                      issuance); and
<PAGE>

                  (ii)The issuance of any shares of Common Stock pursuant to the
                      exercise of Convertible  Securities  outstanding as of the
                      date hereof including without  limitation,  the conversion
                      of any Warrant  issued in the same placement of securities
                      pursuant to which this Warrant was issued by the Company.

              I.  For purposes of this  Paragraph 10, the current  public market
                  value of a share of Common  Stock on any date  shall be deemed
                  to be the  arithmetical  average of the  following  prices for
                  such of the thirty (30)  business days  immediately  preceding
                  such day as shall be  available:  (i) for any of the such days
                  on which  the  Common  Stock  shall be  listed  on a  national
                  securities  exchange,  the last sale  price on such day or, if
                  there shall have been no sale on such day,  the average of the
                  closing bid and asked prices on such  exchange on such day, or
                  (ii) for any of such days on which the Common  Stock shall not
                  be  listed  on a  national  securities  exchange  but shall be
                  included in the National  Association  of  Securities  Dealers
                  Automated  Quotation  System  ("NASDAQ"),  the  average of the
                  closing bid and asked prices on such day quoted by brokers and
                  dealers making a market in NASDAQ,  furnished by any member of
                  the New York Stock  Exchange  selected by the Company for that
                  purpose,  or (iii) for any of such  days on which  the  Common
                  Stock shall not be so listed on a national securities exchange
                  or  included  in NASDAQ  but shall be quoted by three  brokers
                  regularly   making   a   market   in   such   shares   in  the
                  over-the-counter  market,  the  average of the closing bid and
                  asked  prices on such day,  furnished by any member of the New
                  York Stock Exchange  selected by the Company for that purpose,
                  or (iv) for any days on which  the  information  described  in
                  items (i), (ii) or (iii) above is unavailable,  the book value
                  per share of the Common Stock as determined in accordance with
                  generally accepted accounting principles;  provided,  however,
                  in its discretion the Board may make an appropriate  reduction
                  in the "current public market value" based upon any applicable
                  trading restrictions to particular shares of Common Stock.

              J.  Anything in this Paragraph 10 to the contrary notwithstanding,
                  no adjustment  in the Exercise  Rate shall be required  unless
                  such  adjustment  would  require an increase or decrease of at
                  least 1% in such rate; provided, however, that any adjustments
                  which by reason of this  subparagraph J are not required to be
                  made shall be carried forward and taken into account in making
                  subsequent  adjustments.  All calculations under the Paragraph
                  10  shall  be  made  to the  nearest  cent  or to the  nearest
                  one-hundredth of a share, as the case may be.

              K.  No  adjustment in the Exercise Rate shall be made for purposes
                  of  subparagraphs  B  and  C of  this  Paragraph  10  if  such
                  adjustment  would result in an increase in such Exercise Price
                  or decrease in the Exercise  Rate except that,  in the case of
                  any  Convertible  Securities in respect of which an adjustment
                  has previously been made under  subparagraph B above and which
                  has expired or otherwise been canceled without exercise of the
                  rights or options evidenced thereby,  such previous adjustment
                  shall be reversed.

              L.  Before  taking  any action  which  could  cause an  adjustment
                  pursuant to this  Paragraph 10 reducing the Exercise Price per
                  share below the then par value (if any) of the shares  covered
                  hereby,  the Company will take any corporate  action which may
                  be necessary in order that the Company may validly and legally
                  issue at the  Exercise  Price as so  adjusted  shares that are
                  fully paid and non-assessable.

              M.  The  number  of  shares  of  capital   stock  of  the  Company
                  outstanding  at any given time shall not include  shares owned
                  or  held  by or for  the  account  of  the  Company,  and  the
                  disposition of any such shares shall be considered an issue or
                  sale of such shares for the purposes of this Paragraph 10.
<PAGE>

              N.  If any event occurs as to which the other  provisions  of this
                  Paragraph 10 are not strictly  applicable  but the lack of any
                  adjustment would not fairly protect the purchase rights of the
                  Holder of this Warrant in accordance with the basic intent and
                  principles of such provisions, or if strictly applicable would
                  not fairly  protect the purchase  rights of the Holder of this
                  Warrant in accordance  with the basic intent and principles of
                  such  provisions,  then the  Company  shall  appoint a firm of
                  independent  certified public  accountants (which shall not be
                  the regular  auditors of the Company) of  recognized  national
                  standing,  which shall give their opinion upon the adjustment,
                  if any,  on a basis  consistent  with  the  basic  intent  and
                  principles   established  in  the  other  provisions  of  this
                  Paragraph 10,  necessary to preserve,  without  dilution,  the
                  exercise rights of the registered Holder of this Warrant. Upon
                  receipt of such opinion,  the Company shall forthwith make the
                  adjustments  described therein. In taking any action or making
                  any  determination  pursuant to the provisions of this Section
                  10,  the  Company  and its Board of  Directors  shall,  at all
                  times, exercise reasonable judgment and act in good faith.

              O.  Upon any  adjustment  of any Exercise  Rate,  then and in each
                  such case, the Company shall promptly  deliver a notice to the
                  registered  Holder of this  Warrant,  which notice shall state
                  the  Exercise  Price and  Exercise  Rate  resulting  from such
                  adjustment and the increase or decrease, if any, in the number
                  of shares  purchasable at such price upon the exercise hereof,
                  setting forth in reasonable  detail the method of  calculation
                  and the facts upon which such calculation is based.

              P.  In the case of the  issuance  of  shares  of  Common  Stock or
                  Convertible  Securities  for a  consideration  in  whole or in
                  part, other than cash, the consideration other than cash shall
                  be deemed to be the fair market  value  thereof as  reasonably
                  determined  in good  faith by the  Board of  Directors  of the
                  Company   (regardless   of  accounting   treatment   thereof);
                  provided,  however, that if such consideration consists of the
                  cancellation  of debt issued by the Company the  consideration
                  shall be deemed to be the amount  the  Company  received  upon
                  issuance of such debt (gross  proceeds) plus accrued  interest
                  and,  in the case of  original  issue  discount or zero coupon
                  indebtedness, accreted value to the date of such cancellation,
                  but not  including  any  premium or discount at which the debt
                  may then be trading or which might  otherwise  be  appropriate
                  for such class of debt;

              Q.  The Company  shall not issue any shares of its  capital  stock
                  (other than  Common  Stock) at or for  consideration  which is
                  less than fair value  determined  by the Board of Directors of
                  the  Company in light of all  circumstances  surrounding  such
                  issuance.

         11. In  the case:

              A.  The Company  shall declare  any  dividend or  distribution  on
                  its Common Stock (or on  any other shares  which the Holder of
                  this  Warrant may become  entitled to  receive  upon  exercise
                  hereof); or

              B.  The  Company  shall  authorize  the issuance to holders of its
                  Common  Stock  (or on any other  shares  which  the  Holder of
                  this  Warrant may  become  entitled to receive  upon  exercise
                  hereof) any subscription rights or warrants; or

              C.  Of any subdivision,  combination or reclassification of shares
                  of Common  Stock of the  Company (or any shares of the Company
                  which  are  subject  to  this  Warrant),  or of  any  proposed
                  consolidation  or merger to which the Company is to be a party
                  and for which the approval of any  shareholders of the Company
                  is  required,  or of the  proposed  sale or transfer of all or
                  substantially all of the assets of the Company; or
<PAGE>

              D.  Of  the   proposed  voluntary   or  involuntary   dissolution,
                  liquidation, or winding up of the Company; or

              E.  The Company  proposes to  effect any transaction not specified
                  above which would  require an  adjustment of the Exercise Rate
                  pursuant to Paragraph 10 hereof;

              then the  Company  shall  cause to be  mailed to  Holders  of this
              Warrant,  at least ten (10) days prior to the applicable record or
              other  date  hereinafter   specified,  a  notice  describing  such
              transaction in reasonable detail, specifying the character, amount
              and  terms of all  securities  and the  amounts  of cash and other
              property, if any, involved in such transaction and stating (i) the
              date as of which the  holders  of Common  Stock (or any such other
              shares) of record to be  entitled  to receive  any such  dividend,
              distribution, rights, or warrants is to be determined, or (ii) the
              date of which any such subdivision, combination, reclassification,
              consolidation,  merger, sale, transfer, dissolution,  liquidation,
              winding up, or other  transaction is expected to become effective,
              and the date as of which it is  expected  that  holders  of Common
              Stock (or any such other  shares) of record  shall be  entitled to
              exchange  the  same for  securities  or  other  property,  if any,
              deliverable upon such transaction.

         12.The  Company  covenants  and  agrees  that  it  will  not  merge  or
              consolidate  with or into or  sell or  otherwise  transfer  all or
              substantially all of its assets to any other corporation or entity
              unless  at the  time of or prior to such  transaction  such  other
              corporation  or other  entity  shall  expressly  assume all of the
              liabilities  and obligations of the Company under this Warrant and
              (without limiting the generality of the foregoing) shall expressly
              agree that the Holder of this Warrant  shall  thereafter  have the
              right  (subject to subsequent  adjustment as nearly  equivalent as
              practicable  to the  adjustments  provided  for in Paragraph 10 of
              this  Warrant) to receive  upon the  exercise of this  Warrant the
              number  and kind of  shares  of stock  and  other  securities  and
              property  receivable  upon  such  transaction  by a Holder  of the
              number and kind of shares  which would have been  receivable  upon
              the   exercise  of  this   Warrant   immediately   prior  to  such
              transactions.

         13.  The Holder of this Warrant Certificate, each transferee hereof and
              any  holder  and  transferee  of any  Shares,  by  his  acceptance
              thereof,  agrees  that (i) no public  distribution  of Warrants or
              shares will be made in  violation of the Act, and (ii) during such
              period as the delivery of a prospectus with respect to Warrants or
              Shares  may be  required  by the Act,  no public  distribution  of
              Warrants or Shares will be made in a manner or on terms  different
              from those set forth in, or without delivery of, a prospectus then
              meeting  the  requirements  of  Section  10  of  the  Act  and  in
              compliance with all applicable  state  securities laws. The Holder
              of this Warrant  Certificate  and each  transferee  hereof further
              agrees that if any  distribution  of any of the Warrants or Shares
              is  proposed  to be made by them  otherwise  than by delivery of a
              prospectus meeting the requirements of Section 10 of the Act, such
              action shall be taken only after  submission  to the Company of an
              opinion of counsel,  reasonably satisfactory in form and substance
              to  the  Company's  counsel,  to  the  effect  that  the  proposed
              distribution  will not be in violation of the Act or of applicable
              state law. Furthermore, it shall be a condition to the transfer of
              the Warrants that any  transferee  thereof  deliver to the Company
              his written  agreement  to accept and be bound by all of the terms
              and conditions contained in this Warrant Certificate.

         14.  This  Warrant  Certificate  shall be  exercisable  only during the
              continuance  of the  Holder's  employment  at the  Company  or its
              subsidiaries, except that:

              a.  If the Holder  ceases to be an  employee  at the Company (or a
                  subsidiary  of the Company) for any reason other than by death
                  or disability,  this Warrant  Certificate  may be exercised by
                  Holder,  to the extent that it was  exercisable at the date of

<PAGE>

                  termination,  at any time within  three  months after the date
                  Holder  ceases to be an employee,  but not later than 11/15/09
                  except that,  in case of his death or  disability  within that
                  three-month  period, this Warrant Certificate may be exercised
                  as provided in subparagraph (b) below.

              b.  If the Holder dies or becomes  disabled  during  employment or
                  within the three-month  period referred to in subparagraph (a)
                  above,  this  Warrant  Certificate  may be  exercised,  to the
                  extent that it was exercisable by the Holder at the date of:

                  (i) death,  by the person or persons to whom  Holder's  rights
                      under this Warrant Certificate pass by will or by the laws
                      of descent and distribution or

                  (ii) disability, by the Holder's legal representative,

                  at any time  within one year  after the date of Holder's death
                  or disability, but not later than 11/15/09.

              The  determination  by the  Company's  Board of  Directors  of the
              reason for termination of the Holder's employment shall be binding
              and conclusive on the Holder.


         WITNESS the following signatures as of November 15, 1999.


                                          SEITEL, INC.

                                          By:  /s/ Paul A. Frame
                                               ---------------------------------
                                                   Paul A. Frame
                                                   Chief Executive Officer


         Accepted:

         --------------------------------
         Kevin S. Fiur


<PAGE>



                                  PURCHASE FORM

TO: SEITEL, INC.                                      DATE:
                                                            --------------------


         The  undersigned  hereby  irrevocably  elects to exercise  the attached
Warrant  Certificate No. KFEW 9915, to the extent of            shares of Common
                                                     ----------
Stock,  $.01 par value per share of SEITEL,  INC.,  and hereby makes  payment of
             in payment of the aggregate exercise price thereof.
------------





                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES


Name:    Kevin S. Fiur

Address:
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