SEITEL, INC.
                              AMENDED AND RESTATED
                        1998 EMPLOYEE STOCK PURCHASE PLAN


     Seitel,  Inc., a Delaware  corporation (the  "Company"),  hereby amends and
restates,  effective as of May 10, 1999,  the Seitel,  Inc. 1998 Employee  Stock
Purchase Plan, which was originally  adopted  effective as of September 14, 1998
and amended with Amendment No.1 effective as of September 30, 1998 and Amendment
No. 2 effective as of January 1, 1999 (as amended and restated,  the "Plan"), as
follows:

                                   I. PURPOSE

     The  Plan  is  intended  as an  employment  incentive,  to  retain  in  the
employment  of the  Company  and its  subsidiaries  persons  of  experience  and
ability,  to  encourage  the sense of  proprietorship  of such  persons,  and to
stimulate the active  interest of such persons in the  development and financial
success of the Company.

                                 II. DEFINITIONS

     As used in this  Plan,  the  following  words and  phrases  shall  have the
following meanings:

     (1)  Board of Directors shall mean the Board of Directors of the Company.

     (2)  Closing  Date shall mean the date  designated  by the Company on which
          shares of Common Stock and Original Warrants are purchased by Eligible
          Employees  under the Plan.  The Company shall not designate  more than
          one Closing Date.

     (3)  Code shall mean the Internal Revenue Code of 1986, as amended.

     (4)  Common Stock means the common stock, par value $0.01 per share, of the
          Company.

     (5)  Company  means  Seitel,  Inc.  and any  successor  thereto  by merger,
          consolidation,  liquidation  or other  reorganization  which  has made
          provision for adoption of the Plan and the assumption of the Company's
          obligations hereunder.

     (6)  Eligible Employee shall mean any person who is employed by the Company
          or a Subsidiary in a salaried position, including, but not limited to,
          any  employee  who is also an officer and director of the Company or a
          Subsidiary.  With  respect  to the  exercise  of  Warrants,  the  term
          "Eligible  Employee"  shall also mean any person who is a director  of
          the Company or any Subsidiary of the Company who originally  purchased
          such  Warrants  while  employed  by the Company or a  Subsidiary  in a
          salaried  position.  With  respect to the issuance and exercise of New
          Warrants,  the term "Eligible Employee" shall also mean any person who
          is a director of the Company or any Subsidiary who was employed by the
          Company  or a  Subsidiary  in a  salaried  position  when  he  or  she
          originally  purchased  the  Original  Warrants,  the exercise of which
          gives rise to the issuance of New Warrants.

     (7)  Expiration Date shall mean the Original Warrant  Expiration Date, with
          respect to the Original Warrants,  or the New Warrant Expiration Date,
          with respect to the New Warrants, as the case may be.

     (8)  Five-Day  Warrant  Share  Sales  shall have the  meaning  set forth in
          Section VI hereof.

     (9)  New Warrants shall have the meaning set forth in Section VI hereof.

     (10) New  Warrant  Expiration  Date  shall  have the  meaning  set forth in
          Section VI hereof.

     (11) Original  Warrant  Expiration Date shall have the meaning set forth in
          Section V hereof.

     (12) Original  Warrants  shall  have the  meaning  set  forth in  Section V
          hereof.

     (13) Pledge shall mean a pledge of the shares of Common Stock  purchased by
          an Eligible  Employee as security for the Promissory  Note in the form
          of Exhibit D hereto.

     (14) Promissory  Note shall mean a promissory note in the form of Exhibit C
          hereto  executed by an Eligible  Employee as payment for Common  Stock
          and Original Warrants purchased under the Plan.

     (15) Purchase  Price shall mean,  with respect to one share of Common Stock
          and one Original  Warrant,  the price equal to the closing  price of a
          share of Common  Stock as reported  on the New York Stock  Exchange on
          the day immediately preceding the Closing Date.

     (16) Shares shall have the meaning set forth in Section IV hereof.

     (17) Subscription Agreement shall mean a subscription agreement in the form
          of  Exhibit  B hereto  duly  executed  and  delivered  by an  Eligible
          Employee  to the  Company on or before the  Closing  Date as  provided
          herein.

     (18) Subsidiary  shall  mean any  corporation  to which  the  Company  is a
          "parent  corporation"  as defined in Section 424(e) of the Code.  (19)
          Warrant  Exercise  Date shall have the meaning set forth in Section VI
          hereof.

     (20) Warrants  shall mean the  warrants to purchase  shares of Common Stock
          that may be purchased by Eligible  Employees  pursuant to the terms of
          the Plan, in the form of Exhibit E hereto.

               III. EMPLOYEE STOCK AND ORIGINAL WARRANT PURCHASES

     Eligible Employees may, pursuant to the Plan,  purchase from the Company on
the  Closing  Date shares of Common  Stock and  Original  Warrants.  An Eligible
Employee  may  purchase up to the maximum  number of shares of Common  Stock and
Original  Warrants  set  forth  on  Exhibit  A  hereto  based  on such  Eligible
Employee's   maximum  annual  cash   compensation   from  the  Company  and  its
Subsidiaries  for the 12 month  period ended on December  31st of 1995,  1996 or
1997.  If such  Eligible  Employee  was first  employed  by the  Company  or any
Subsidiary  after January 1, 1997,  the maximum number of shares of Common Stock
and  Original  Warrants  set  forth on  Exhibit  A hereto  shall be based on the
Company's   reasonable   estimate  of  such  Eligible   Employee's  annual  cash
compensation.  Eligible  Employees  must  purchase an equal  number of shares of
Common Stock and Original Warrants,  and Common Stock and Original Warrants must
be  purchased  in whole  multiples of 50 with a minimum of 100. On or before the
Closing  Date,  any Eligible  Employee who desires to purchase  Common Stock and
Original  Warrants  shall  complete  and deliver to the Senior Vice  President -
Finance of the Company a duly  executed  Subscription  Agreement  in the form of
Exhibit B  hereto,  a duly  executed  Promissory  Note in the form of  Exhibit C
hereto and a duly executed Pledge in the form of Exhibit D hereto.

                         IV. SHARES SUBJECT TO THE PLAN

     A total of TWO MILLION  THREE  HUNDRED  SEVENTY-NINE  THOUSAND  (2,379,000)
shares of Common  Stock of the Company  (the  "Shares")  shall be subject to the
Plan,  which  shall  include  shares of Common  Stock that may be  purchased  by
Eligible Employees on the Closing Date and thereafter upon exercise of Warrants.
The  Shares  shall  consist  of  unissued  shares or  previously  issued  shares
reacquired  and held by the  Company,  and such number of shares shall be and is
hereby reserved for sale for such purpose.  Until  expiration or exercise of all
of the Warrants,  the Company shall at all times reserve a sufficient  number of
Shares to be issued upon exercise thereof.

                              V. ORIGINAL WARRANTS

     The  Warrants to be issued  pursuant  to Section III hereof (the  "Original
Warrants")  shall be in the form  attached  hereto as  Exhibit  E. The  Original
Warrants shall provide as follows:

Exercise Price

     The  exercise  price per Share of the  Original  Warrants  shall  equal one
hundred twelve and one-half percent  (112-1/2%) of the Purchase Price rounded up
to the next one-quarter of one dollar.

Original Warrant Period

     Each  Original  Warrant shall expire on the earlier of (i) the date that is
five (5) years after the Closing Date (the "Stated Date"), (ii) the date that is
five  business days after an Eligible  Employee who  originally  purchased  such
Original Warrant ceases to be an Eligible Employee for any reason other than for
death,  disability or retirement  after the age of 65, or (iii) the date that is
one year after the death,  disability or retirement  after age 65 of an Eligible
Employee who originally  purchased  such Original  Warrant if he ceases to be an
Eligible  Employee  because of his death,  disability or retirement after age 65
(the  earlier of (i),  (ii) or (iii) being  referred to herein as the  "Original
Expiration  Date").  As used herein,  disability has the meaning used in Section
22(e)(3) of the Code.

Exercise of Original Warrants

     Any Original  Warrant may be exercised  solely by the Eligible  Employee or
permitted  transferee during his lifetime,  or after his disability by his legal
representative on his behalf, or after his death by the personal  representative
of the Eligible  Employee's  estate or permitted  transferee  (in the event such
Original Warrant was transferred prior to the Eligible  Employee's death) or the
person or persons  entitled  thereto under his will or under the laws of descent
and distribution.

     The  purchase  price  of the  Shares  as to which an  Original  Warrant  is
exercised shall be paid in full in cash at the time of the exercise. An Eligible
Employee  or  permitted  transferee  shall  not be or have any of the  rights or
privileges of a stockholder of the Company in respect of any Shares  purchasable
upon  the  exercise  of  any  part  of an  Original  Warrant  unless  and  until
certificates  representing  such Shares shall have been issued by the Company to
such Eligible Employee or permitted transferee.

Limited Transferability of Warrants

     Original  Warrants shall not be  transferable  other than by will or by the
laws  of  descent  and  distribution,  except  that  Original  Warrants  may  be
transferred  by an  Eligible  Employee  to  members of the  Eligible  Employee's
immediate family who are U.S. residents or to trusts or business entities formed
for the benefit of members of the Eligible  Employee's  immediate family who are
U.S.  residents.  As  used  herein,  immediate  family  means a  parent,  child,
grandchild,  or spouse. An Original Warrant may not be subsequently  transferred
by the  immediate  family  member of the Eligible  Employee to whom the Original
Warrant  is  transferred  other  than  by will or by the  laws  of  descent  and
distribution.  If an Original  Warrant is  transferred  to an  immediate  family
member, the Company may require investment  representations upon exercise of the
Original  Warrant  and may  impose  such  conditions  upon the  exercise  of the
Original  Warrant as may be required to comply with federal and state securities
laws,  and the Shares of Common  Stock  issuable  upon  exercise  of an Original
Warrant by such immediate family member may be "restricted  shares" as such term
is defined in Rule 144 under the  Securities  Act of 1933,  as amended,  and may
contain such restrictive legends as may be deemed necessary by the Company.

                                VI. NEW WARRANTS

     Upon the exercise of an Original Warrant, one new warrant (a "New Warrant")
shall be issued to the Eligible  Employee who initially  purchased such Original
Warrant from the Company (even if such  Eligible  Employee has  transferred  the
Original  Warrant  as  permitted  hereunder),  provided  that such  person is an
Eligible  Employee  at the time  such  Original  Warrant  is  exercised.  No New
Warrants  will be issued  upon the  exercise  of an  Original  Warrant  after an
Eligible  Employee's  death or  disability.  The New Warrants  shall  provide as
follows:



<PAGE>


Exercise Price

     If a holder  exercises  an Original  Warrant and sells the Shares  received
upon such exercise on the day of such  exercise,  the exercise  price of the New
Warrant  issued upon the exercise of the Original  Warrant shall equal the price
at which  such  Shares  are sold.  For all other New  Warrants  issued  upon the
exercise of an Original  Warrant,  the exercise price shall be determined on the
date the  Original  Warrant is  exercised  (each a "Warrant  Exercise  Date") as
follows:  (i) for any Warrant  Exercise  Date 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 Warrant Exercise Date
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 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 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 Warrant  Exercise Date 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 Warrant
Exercise  Date on which the  information  described in items (i),  (ii) or (iii)
above is  unavailable,  the book value per share of the Common Stock on such day
as determined in accordance with generally accepted accounting principles.

New Warrant Period

     Each New Warrant  shall expire on the earlier of (i) the Stated Date,  (ii)
the date that is five  business  days after  termination  of  employment  if the
Eligible  Employee  who  originally  received  such New Warrant  ceases to be an
Eligible Employee for any reason other than for death,  disability or retirement
after  the age of 65,  or (iii)  the  date  that is one year  after  the  death,
disability or  retirement  after age 65 of an Eligible  Employee who  originally
received such New Warrant if he ceases to be an Eligible Employee because of his
death,  disability or retirement after age 65 (the earlier of (i), (ii) or (iii)
being referred to herein as the "New Warrant  Expiration Date"). As used herein,
disability has the meaning used in Section 22(e)(3) of the Code. Exercise of New
Warrants

     A New Warrant may be exercised solely by the Eligible Employee or permitted
transferee   during  his  lifetime,   or  after  his  disability  by  his  legal
representative on his behalf, or after his death by the personal  representative
of the Eligible Employee's estate or permitted transferee (in the event such New
Warrant was transferred prior to the Eligible Employee's death) or the person or
persons  entitled  thereto  under  his will or under  the  laws of  descent  and
distribution.

     The  purchase  price of the Shares as to which a New  Warrant is  exercised
shall be paid in full in cash at the time of the exercise.  An Eligible Employee
or permitted  transferee shall not be or have any of the rights or privileges of
a  stockholder  of the  Company in respect  of any Shares  purchasable  upon the
exercise of any part of a New Warrant unless and until certificates representing
such Shares shall have been issued by the Company to such  Eligible  Employee or
permitted transferee.

Limited Transferability of New Warrants

     New Warrants shall not be transferable other than by will or by the laws of
descent and  distribution,  except that New  Warrants may be  transferred  by an
Eligible Employee to members of the Eligible Employee's immediate family who are
U.S.  residents  or to trusts or  business  entities  formed for the  benefit of
members of the Eligible Employee's  immediate family who are U.S. residents.  As
used herein,  immediate family means a parent, child,  grandchild,  or spouse. A
New Warrant may not be subsequently  transferred by the immediate  family member
of the Eligible  Employee to whom the New Warrant is  transferred  other than by
will or by the laws of descent and distribution. If a New Warrant is transferred
to  an   immediate   family   member,   the  Company   may  require   investment
representations  upon exercise of the New Warrant and may impose such conditions
upon the  exercise of the New Warrant as may be required to comply with  federal
and state securities laws, and the Shares of Common Stock issuable upon exercise
of a New Warrant by such immediate  family member may be "restricted  shares" as
such term is defined in Rule 144 under the  Securities  Act of 1933, as amended,
and may  contain  such  restrictive  legends as may be deemed  necessary  by the
Company.

Restrictions on Exercise

     New Warrants  may not be exercised  prior to August 10, 1999. A New Warrant
may not be exercised  at any time if, at any time prior to August 10, 1999,  the
Five-Day Warrant Share Sales for the Eligible  Employee to whom such New Warrant
is issued  exceed the  greater  of (i) 3,000 or (ii) 25% of the total  number of
Shares issuable upon the exercise of all Original Warrants  purchased  hereunder
by such Eligible Employee. An Eligible Employee's "Five-Day Warrant Share Sales"
shall be the  total  aggregate  number of  Shares  that are sold by an  Eligible
Employee and all of such Eligible  Employee's  permitted  transferees during any
period of five  trading  days  before  August 10, 1999 to the extent such Shares

<PAGE>

were  purchased  upon the  exercise of an  Original  Warrant on or after May 10,
1999. Any New Warrant shall include the following restrictive legend:

         THIS  WARRANT  MAY NOT BE  EXERCISED  PRIOR TO AUGUST  10,  1999 AND IS
         SUBJECT  TO  FURTHER  RESTRICTIONS  AS SET  FORTH  IN THE  AMENDED  AND
         RESTATED 1998 SEITEL, INC. EMPLOYEE STOCK PURCHASE PLAN.

The  Company  may  require  written  certification  or  other  proof as to facts
relevant to the  restrictions  set forth in this paragraph  prior to issuing any
Shares upon the exercise of a New Warrant.


                               VII. PURCHASE PRICE

     Eligible  Employees shall pay the Company the Purchase Price for each share
of Common Stock and Original Warrant purchased  hereunder  pursuant to the terms
hereof.  The  proceeds  received by the Company from the sale of Shares (both on
the Closing Date and  subsequently  upon the  exercise of Warrants)  pursuant to
this Plan will be used for general corporate purposes.

                               VIII. PAYMENT TERMS

     The  consideration  for  Shares  of  Common  Stock  and  Original  Warrants
purchased  under the Plan shall be payable  pursuant to a Promissory Note in the
form of Exhibit C hereto.  The  Promissory  Note will bear  interest at 4.0% per
annum and be payable as follows:  (i) 60 equal monthly payments of principal and
interest  calculated  so as to pay  interest  as it  accrues  and to reduce  the
principal  balance to 40% of the purchase price on the Stated Date, and (ii) all
outstanding principal and accrued but unpaid interest shall be due on the Stated
Date. Such payments shall be made by payroll deduction (one-half of such payment
twice per month for non-commission employees, or the full amount of such payment
monthly for commission  employees).  Notwithstanding  the  foregoing,  (i) if an
Eligible  Employee  receives  commissions  quarterly  rather than  monthly,  the
Eligible  Employee may elect to defer monthly payments under the Promissory Note
and instead make  quarterly  payments of accrued  interest and  principal at the
time of payment of such quarterly  commission,  provided that such payment shall
in any event be due on or before each April 30, July 30,  October 30 and January
30 prior to the Stated  Date,  and (ii) if an  Eligible  Employee is eligible to
receive  an annual  bonus  from the  Company  pursuant  to a written  employment
contract between the Company and the Eligible  Employee,  the Eligible  Employee
may elect to defer monthly  payments under the Promissory  Note and instead make
annual payments of accrued interest and principal at the time of payment of such
bonus,  provided  that such payment  shall in any event be due on or before each
March 15 prior to the Stated Date.  If the  Expiration  Date occurs prior to the
Stated Date, all amounts due under the Promissory Note shall become  immediately
due and payable on the Expiration  Date. The Promissory  Note will be secured by
the Pledge,  and the Company shall have an express  contractual  right of setoff
against any amounts  otherwise due to an Eligible  Employee for any payments due
under the Promissory  Note,  including any amounts due upon  acceleration of the
maturity thereof.  Notwithstanding any other provision hereof, in the event that
the amount of a paycheck,  commission or bonus is not  sufficient to discharge a
payment due under the Promissory Note, the Eligible Employee will be required to
pay any  difference  to the Company in cash at the time such payment is due. For
purposes  of  interpreting  the  Event  of  Default  number  2 set  forth in the
Promissory  Note,  "employment  with  the  Payee"  shall  include  serving  as a
non-employee director of the Company or any Subsidiary of the Company.

                              IX. PLEDGE OF SHARES

     The  Promissory  Note  shall be secured by a pledge of the Shares of Common
Stock  purchased  by an Eligible  Employee on the Closing  Date  pursuant to the
terms of Pledge in the form of  Exhibit D hereto.  Each  Eligible  Employee  who
executes a  Promissory  Note shall also  execute  and  deliver to the  Company a
Pledge.

                       X. CHANGE OF CONTROL OF THE COMPANY

     In the event the Company shall be a party to any merger,  consolidation  or
corporate  reorganization,  as the  result  of which  the  Company  shall be the
surviving  corporation,  the rights and duties of the Eligible Employees and the
Company shall not be affected in any manner. In the event the Company shall sell
all or  substantially  all of its  assets  or shall  be a party  to any  merger,
consolidation  or corporate  reorganization,  as the result of which the Company
shall not be the surviving  organization,  or in the event any other corporation
may make a tender or  exchange  offer for stock of the  Company  (the  surviving
corporation,  purchaser, or tendering corporation being hereinafter collectively
referred to as the "purchaser," and the transaction being  hereinafter  referred
to as the  "purchase"),  then the Board of Directors  may, at its election,  (i)
reach an  agreement  with the  purchaser  that the  purchaser  will  assume  the
obligations  of the  Company  as to all  outstanding  Warrants;  (ii)  reach  an
agreement with the purchaser  that the purchaser  will convert each  outstanding
Warrant into a Warrant of at least equal value as to stock of the purchaser;  or
(iii)  not  later  than  thirty  (30) days  prior to the  effective  date of the
purchase,  notify all  Eligible  Employees  who hold  Warrants  of the  proposed
purchase  and  afford to each such  Eligible  Employee  the right  prior to such
purchase to exercise any then  unexercised  portion of all Warrants held by him,
which exercise may be contingent upon consummation of the purchase.

                            XI. LIMITATION OF RIGHTS

     Nothing in this Plan shall be construed  to: (1) give an Eligible  Employee
or permitted  transferee any rights  whatsoever  with respect to Shares issuable
upon the exercise of Warrants  until the Warrants are  exercised  and Shares are
issued to the Eligible  Employee or permitted  transferee;  (2) give an Eligible
Employee  or any person any  interest  in any fund or in any  specific  asset or
assets  of the  Company;  (3)  limit in any way the  right of the  Company  or a
Subsidiary to terminate an Eligible Employee's  employment with the Company or a
Subsidiary at any time;  or (4) be evidence of any  agreement or  understanding,
express or  implied,  that the Company or a  Subsidiary  will employ an Eligible
Employee in any particular position or at any particular rate of remuneration.

     The existence of outstanding Warrants shall not affect in any way the right
or power of the Company or its  Subsidiaries  or their  stockholders  to make or
authorize  any or all  adjustments,  recapitalization,  reorganization  or other
changes in the capital  structure  of the Company or its  Subsidiaries  or their
businesses, or any merger or consolidation of the Company or its Subsidiaries or
any issue of bonds,  debentures,  preferred  stock or the right to  acquire  any
thereof,  or the dissolution or liquidation of the Company or its  Subsidiaries,
or any sale or transfer of all or any part of their assets or  business,  or any
other corporate act or proceeding whether of a similar character or otherwise.

                           XII. GOVERNMENT REGULATIONS

     The Plan,  and the  granting and  exercise of Warrants  hereunder,  and the
obligation of the Company to sell and deliver Shares under such Warrants,  shall
be subject to all applicable laws, rules and regulations,  and to such approvals
by  any  governmental  agencies  or  national  securities  exchanges  as  may be
required.

Purchase for Investment

     Whether  or not the  Warrants  and  Shares  covered  by the Plan  have been
registered under the Securities Act of 1933, as amended,  each Eligible Employee
or permitted  transferee  exercising a Warrant may be required by the Company to
give a  representation  in writing that he is acquiring  such Shares for his own
account for investment  and not with a view to, or for sale in connection  with,
the distribution of any part thereof.

Governing Law

     The place of administration of the Plan shall be conclusively  deemed to be
within the State of Texas; and the validity,  construction,  interpretation  and
effect of the Plan and all rights of any of the  persons  having or  claiming to
have any  interest  in the Plan  shall be  governed  by the laws of the State of
Texas.


<PAGE>





                                    Exhibit A
                                       to
                 Seitel, Inc. 1998 Employee Stock Purchase Plan


                                          Maximum Number of Shares of Common
  Maximum Annual Compensation              Stock and Original Warrants
-------------------------------        -----------------------------------------

      $2,000,001 and over                          75,000/75,000
    $750,001 to $2,000,000                         50,000/50,000
     $200,001 to $750,000                          25,000/25,000
     $100,001 to $200,000                          12,500/12,500
      $50,001 to $100,000                           6,250/6,250
      $25,001 to $50,000                            3,000/3,000
         under $25,001                              1,000/1,000


<PAGE>


                                    Exhibit B
                                       to
                 Seitel, Inc. 1998 Employee Stock Purchase Plan

                             SUBSCRIPTION AGREEMENT


     1.  Subscription.  Subject  to the terms and  conditions  hereof and of the
Seitel,  Inc. 1998 Employee  Stock  Purchase  Plan,  (the  "Subscriber")  hereby
irrevocably  subscribes for and agrees to purchase  shares of Common Stock,  par
value $0.01 per share (the "Shares"),  of Seitel,  Inc., a Delaware  corporation
(the  "Company"),  and  warrants to purchase an equal number of shares of Common
Stock of the Company for $ _____ per share  (the"Warrants") and agrees to become
a shareholder  of the Company and to be bound by the terms of this  Subscription
Agreement  ("Agreement").  As consideration for the Shares and the Warrants, the
Subscriber hereby delivers to the Company a duly executed Promissory Note in the
amount of $________ (the "Purchase Price").

     This  Agreement  shall not  become  binding  unless  this  subscription  is
accepted by the Company,  the Purchase  Price has been  received and accepted by
the Company and such additional closing  conditions as the Company,  in its sole
discretion,  shall require are satisfied.  This subscription shall not be deemed
accepted  by the Company  until this  Agreement  is signed by a duly  authorized
officer of the Company.  If this subscription is accepted,  this Agreement shall
become effective as between the Company and the Subscriber. If this subscription
is  rejected,  this  Agreement  and the  Purchase  Price will be returned to the
Subscriber as soon as reasonably  practicable,  and this  subscription  shall be
rendered void and of no further force or effect.

     2. Acceptance of Subscription.  The Subscriber acknowledges and agrees that
this subscription is made subject to the following terms and conditions:

     (a)  the  Subscriber  is committing to purchase the Shares and Warrants for
          which he has subscribed upon executing this Agreement; and

     (b)  the Company shall have the right to reject this subscription, in whole
          or in part, for any reason whatsoever.

     3.  Acknowledgments,  Representations and Covenants of the Subscriber.  The
Subscriber represents and warrants that:

     (a)  The Subscriber  has been provided with a copy of the prospectus  dated
          September 14, 1998, and  prospectus  supplement  dated  _____________,
          1998, relating to the Shares and the Warrants.

     (b)  The Subscriber  understands that no federal or state agency has passed
          on or  made  any  recommendation  or  endorsement  of  the  Shares  or
          Warrants.



<PAGE>


     4.     Other Matters.

     (a)  The Subscriber  recognizes that the sale of the Shares to him is based
          upon   representations  and  warranties   contained  herein,  and  the
          Subscriber agrees to indemnify the Company and its officers, directors
          and  shareholders  and to  hold  each  of them  harmless  against  any
          liability, costs or expenses (including reasonable attorneys' fees and
          costs)   arising   by   reason   of  or   in   connection   with   any
          misrepresentation  or any breach of such warranties by the Subscriber.
          The covenants,  warranties and representations  contained herein shall
          be for the  benefit of the  Company and its  officers,  directors  and
          shareholders  and each of them shall be  entitled to all of the rights
          that such covenants, warranties and representations shall confer.

     (b)  The Subscriber agrees that, except as provided herein,  this Agreement
          or  any  agreement  made  hereunder  or  pursuant  hereto  may  not be
          canceled, terminated or revoked by him except upon the written consent
          of the Company.

     (c)  The  Subscriber  agrees  to  execute  any  and all  further  documents
          necessary or  advisable,  in the sole  discretion  of the Company,  in
          connection  with his  becoming a holder of the  Shares or any  portion
          thereof.

     (d)  Any notice,  consent,  or other  communication  to be given under this
          Agreement  by any party to any other  party  shall be in  writing  and
          shall be either (a) personally delivered,  (b) mailed by registered or
          certified  mail,  postage prepaid with return receipt  requested,  (c)
          delivered  by overnight  express  delivery  service or same-day  local
          courier service,  or (d) delivered by telex or facsimile  transmission
          to the address set forth beneath the  signature of the parties,  or at
          such other  address as may be  designated  by the parties from time to
          time in accordance with this Section. Notices delivered personally, by
          overnight  express  delivery service or by local courier service shall
          be deemed given as of actual  receipt.  Mailed notices shall be deemed
          given  business  days after  mailing.  Notices  delivered  by telex or
          facsimile  transmission  shall be deemed  given  upon  receipt  by the
          sender  of the  answerback  (in the case of a telex)  or  transmission
          confirmation (in the case of a facsimile transmission).

     (e)  The  parties  acknowledge  and  agree  that  this  Agreement  and  the
          obligations  and  undertakings  of  the  parties   hereunder  will  be
          performable in Houston,  Harris County, Texas. This Agreement shall be
          governed by, and construed and enforced in accordance  with,  the laws
          of the  State of  Texas.  If any  action  is  brought  to  enforce  or
          interpret  this  Agreement,  venue for such action  shall be in Harris
          County, Texas.

     (f)  This  Agreement  constitutes  the entire  agreement  among the parties
          hereto with respect to the subject matter  hereof,  and may be amended
          only by a writing executed by the party to be bound thereby.

<PAGE>


     IN WITNESS WHEREOF, the Subscriber has hereby executed this Agreement as of
the date set forth below.




                           -----------------------------------------------------
                           Printed Name of Subscriber


                           -----------------------------------------------------
                           Subscriber's Street Address


                           -----------------------------------------------------
                           City                 State               Zip Code



                           -----------------------------------------------------
                           Signature of Subscriber


                           -----------------------------------------------------
                           Title (if applicable)

                           -----------------------------------------------------
                           Subscriber's Social Security or Tax ID Number





Date:
              ---------------------------
Accepted:
              ---------------------------

SEITEL, INC.

By:
              ---------------------------
Name:
              ---------------------------
Title:
              ---------------------------












<PAGE>


                                    Exhibit C
                                       to
                 Seitel, Inc. 1998 Employee Stock Purchase Plan
                                 PROMISSORY NOTE


$__________     September ___, 1998


     ________________________ (the "Maker"), for value received, hereby promises
to pay to the order of Seitel,  Inc.  (together  with any successors or assigns,
the "Payee"), at the time and in the manner hereinafter provided,  the principal
sum  of  ___________________Dollars   ($__________  ),  together  with  interest
computed thereon at the rate hereinafter provided. This Note shall be payable at
the office of the Payee at 50 Briar Hollow Lane West,  Houston,  Texas 77027, or
at such other  address in  Houston,  Texas as the holder of this Note shall from
time to time designate.  This Note is made and issued as  consideration  for the
purchase by the Maker of certain  shares  ("Shares") of common stock,  par value
$0.01 per share, of Payee (the "Common Stock") and certain  warrants to purchase
shares of Common Stock (the  "Warrants")  pursuant to the Payee's 1998  Employee
Stock Purchase Plan.

     The  outstanding  principal  amount  of this  Promissory  Note  shall  bear
interest from the date hereof at four percent (4.0%) per annum and be payable as
follows:   (i)  60  equal   monthly   payments  of  principal  and  interest  of
$____________ and (ii) all outstanding principal and accrued but unpaid interest
shall be due on September ____, 2003 (the "Stated Date").  Such monthly payments
shall be made by payroll deduction (one-half of such payment twice per month for
non-commission  employees,  or the  full  amount  of such  payment  monthly  for
commission employees).  Notwithstanding the foregoing, (i) if the Maker receives
commissions  quarterly rather than monthly, the Maker may elect to defer monthly
payments under this Note and instead make quarterly payments of accrued interest
and principal at the time of payment of such quarterly commission, provided that
such  payment  shall in any event be due on or before  each  April 30,  July 30,
October 30 and  January 30 prior to the  Stated  Date,  and (ii) if the Maker is
eligible  to  receive  an  annual  bonus  from the Payee  pursuant  to a written
employment  contract with Payee,  the Maker may elect to defer monthly  payments
under  this Note and  instead  make  annual  payments  of accrued  interest  and
principal at the time of payment of such bonus, provided that such payment shall
in any  event be due on or  before  each  March 15  prior  to the  Stated  Date.
Notwithstanding  any other provision  hereof,  in the event that the amount of a
paycheck,  commission  or bonus is not  sufficient  to  discharge  a payment due
hereunder,  the Maker shall be required to pay any  difference to the Company in
cash at the time such payment is due. All  payments  hereunder  shall be applied
first to accrued  interest and the balance,  if any,  shall be applied to reduce
the principal  amount hereof.  If the period during which the Maker may exercise
the Warrants expires on a date (the"Expiration  Date") prior to the Stated Date,
all amounts due under this Note shall become  immediately due and payable on the
Expiration Date.

     The Payee  shall have an express  contractual  right of setoff  against any
amounts  otherwise  due to the Maker for any payments due under this  Promissory
Note, including any amounts due upon acceleration of the maturity hereof.

     All sums of principal  and  interest  past due under the terms of this Note
shall bear  interest  at a per annum  interest  rate equal to the  maximum  rate
allowed by law from the due date thereof until paid.

     Any one or more of the  following  shall  constitute  an "Event of Default"
hereunder:

     1.       Failure  by the Maker to pay any  amount  that has  become due and
              payable pursuant to any provision of this Note and such amount has
              remained  unpaid  for a period of 10 days from the date of written
              demand by the Payee;

     2.       Termination  of the  Maker's  employment  with the  Payee  for any
              reason whatsoever,  whether voluntary or involuntary,  and whether
              with or without cause;

     3.       A court of competent jurisdiction enters (i) a decree or order for
              relief  in  respect  of  the  Maker  in  an  involuntary  case  or
              proceeding  under  any  applicable  federal  or state  bankruptcy,
              insolvency, reorganization or other similar law and such decree or
              order  remains  in effect for a period of 60 days or (ii) a decree
              or order adjudging the Maker a bankrupt or insolvent, or approving
              as properly filed a petition seeking reorganization,  arrangement,
              adjustment or  composition of or in respect of the Maker under any
              applicable  federal  or state  law,  or  appointing  a  custodian,
              receiver,  liquidator,  assignee,  trustee,  sequestrator or other
              similar  official of the Maker or of any  substantial  part of the
              property of the Maker and such  decree or order  remains in effect
              for a period of 30 days; and

     4.       The Maker (i) commences a voluntary  case or proceeding  under any
              applicable federal or state bankruptcy, insolvency, reorganization
              or  other  similar  law or any  other  case  or  proceeding  to be
              adjudicated a bankrupt or insolvent; (ii) files a petition, answer
              or consent  seeking  reorganization  or similar  relief  under any
              applicable federal or state law; (iii) makes an assignment for the
              benefit of  creditors;  or (iv) admits in writing its inability to
              pay its debts generally as they become due.

     In the event of a default  hereunder or if this Note is placed in the hands
of an attorney for collection (whether or not suit is filed), or if this Note is
collected by suit or legal proceedings or through  bankruptcy  proceedings,  the
Maker agrees to pay in addition to all sums then due hereon, including principal
and  interest,  all  expenses  of  collection,  including,  without  limitation,
reasonable attorneys' fees.

     This Note may be  prepaid  in whole or in part  from time to time,  without
premium or penalty.  Each  prepayment of principal  shall be  accompanied  by an
amount equal to the accrued interest on the principal amount prepaid to the date
of such prepayment.

     The Payee shall be entitled  to  accelerate  this Note and declare all sums
due  hereunder  immediately  due and payable upon default by the Maker in any of
its  obligations  under the Seitel,  Inc. 1998 Employee Stock Purchase Plan, any
agreement executed in connection therewith or this Note.

     The Maker and any and all sureties,  guarantors  and endorsers of this Note
and all other parties now or hereafter  liable  hereon,  severally  waive grace,
demand,  presentment  for  payment,  notice of  dishonor,  protest and notice of
protest,  notice of intention to accelerate,  notice of acceleration,  any other
notice and  diligence in  collecting  and bringing suit against any party hereto
and agree (i) to all extensions and partial  payments,  with or without  notice,
before or after maturity,  (ii) to any substitution,  exchange or release of any
security now or hereafter given for this Note, (iii) to the release of any party
primarily or secondarily  liable hereon,  and (iv) that it will not be necessary
for the  holder  hereof,  in order to enforce  payment  of this  Note,  to first
institute or exhaust such holder's remedies against the Maker or any other party
liable  therefor or against any security for this Note.  No delay on the part of
the Payee in  exercising  any power or right under this Note shall  operate as a
waiver of such power or right,  nor shall any single or partial  exercise of any
power of right preclude further exercise of that power or right.

     A security  interest in the Stock has been granted by Maker to the Payee to
secure the  payment of this Note  pursuant to the terms and  conditions  of that
certain  Pledge by the  Maker,  dated as of the date  hereof,  and to secure the
payment of any costs and expenses  incurred by the Payee in the  collection  and
enforcement hereof.

     The  Maker  understands  that this Note may be  pledged  to secure  certain
obligations of the Payee and hereby consents to any such pledge.

     All  agreements  between  the  Maker and the  holder  hereof,  whether  now
existing or hereafter  arising and whether written or oral, are hereby expressly
limited  so that in no  contingency  or event  whatsoever,  whether by reason of
acceleration  of the maturity  hereof,  or otherwise,  shall the amount paid, or
agreed to be paid, to the holder hereof for the use, forbearance or detention of
the funds  advanced  pursuant to this Note, or otherwise,  or for the payment or
performance  of any  covenant  or  obligation  contained  herein or in any other
document or  instrument  evidencing,  securing or pertaining to this Note exceed
the maximum amount  permissible  under applicable law. If from any circumstances
whatsoever  fulfillment  of any  provision  hereof  or  any  other  document  or
instrument  exceeds the maximum amount of interest  prescribed by law, then ipso
facto,  the  obligation  to be  fulfilled  shall be reduced to the limit of such
validity,  and if from any such  circumstances  the  holder  hereof  shall  ever
receive  anything of value deemed interest by applicable law, which would exceed
interest at the  highest  lawful  rate,  such  amount  which would be  excessive
interest  shall be applied to the reduction of the unpaid  principal  balance of
this Note or on account of any other principal  indebtedness of the Maker to the
holder hereof, and not to the payment of interest, or if such excessive interest
exceeds the unpaid principal  balance of this Note and such other  indebtedness,
such excess shall be refunded to the Maker. All sums paid, or agreed to be paid,
by the Maker for the use,  forbearance or detention of the  indebtedness  of the
Maker to the holder of this Note shall,  to the extent  permitted by  applicable
law, be amortized,  prorated,  allocated and spread  throughout the full term of
such  indebtedness  until payment in full so that the actual rate of interest on
account of such  indebtedness is uniform  throughout the term hereof.  The terms
and  provisions  of this  paragraph  shall  control  and  supersede  every other
provision of all agreements between the Maker and the holder hereof.

     This Note shall be governed by and construed in accordance with the laws of
the State of Texas.

     All  references to the Maker herein shall,  and shall be deemed to, include
its  successors  and  assigns,  and all  covenants,  stipulations,  promises and
agreements  contained  herein by or on behalf of the Maker shall be binding upon
its successors and assigns, whether so expressed or not.



                           -----------------------------------------------------
                           MAKER


<PAGE>



                                    Exhibit D
                                       to
                 Seitel, Inc. 1998 Employee Stock Purchase Plan


                              September ____, 1998



Seitel, Inc.
50 Briar Hollow Road West
7th Floor
Houston, Texas 77027

Re: 1998 Employee Stock Purchase

Ladies and Gentlemen:


     I have on this date executed a promissory  note in the principal  amount of
$_________ (the "Note") as consideration for __________ shares (the "Shares") of
common stock, par value $0.01 per share, of Seitel,  Inc. (the  "Company"),  and
warrants to purchase  such Stock (the  "Warrants,"  and together with the Stock,
the "Securities")  purchased by me from the Company pursuant to the Seitel, Inc.
1998 Employee Stock Purchase Plan.

     Pursuant to this letter,  I hereby grant,  assign,  transfer and deliver to
the Company a security interest in the following property as security for all of
my obligations under the Note:

     (i)     the Shares;

     (ii)     stock powers executed in blank which are related to the Shares;

     (iii) any and all stock rights, rights to subscribe, liquidating dividends,
cash dividends, stock dividends and dividends paid in stock, securities or other
property  that I am or may hereafter  become  entitled to received on account of
the  Shares,  and  in the  event  that  I  receive  any  such  property,  I will
immediately  deliver same to the  Company;  provided,  however,  that I shall be
entitled  to receive and retain any such  property  so long as no default  shall
have occurred and be continuing under the Note; and

     (iv) the proceeds of any and all property  described in subparagraphs  (i),
(ii) or (iii) above.

     To perfect  this  security  interest,  I hereby  agree to deliver with this
letter the  certificate(s)  representing the Stock,  together with a stock power
executed in blank relating to the Stock, to the Chief  Financial  Officer of the
Company,  as escrow  agent,  to hold until such time as the Note shall have been
paid in full.

     In the event of a  default  under the Note,  the  Company  is hereby  fully
authorized and empowered,  at any time thereafter and from time to time, to sell
or otherwise dispose of the Shares to satisfy the remaining unpaid amounts under
the Note and any expenses associated with such satisfaction. Any excess proceeds
from the sale shall be returned to me. I shall remain liable for any deficiency.

     I understand  that to the extent that the Note is repaid,  the Company from
time to time  upon my  request  will take all  actions  as may be  necessary  to
release some of the Shares from this  security  agreement  and pledge so long as
both (i) the market value of the remaining Shares at the time of the release and
(ii) the average  market price of the remaining  Shares for the six months prior
thereto are equal to or not less than 100% of the outstanding  balance under the
Note.



                           -----------------------------------------------------
                           Employee


ACCEPTED AND AGREED TO:


SEITEL, INC.

By:
              ---------------------------
Name:
              ---------------------------
Title:
              ---------------------------



<PAGE>


                                    Exhibit E
                                       to
                 Seitel, Inc. 1998 Employee Stock Purchase Plan

NEITHER THIS WARRANT NOR, IF THE WARRANT IS TRANSFERRED AS PERMITTED HEREIN, 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 REASONABLY  SATISFACTORY TO COUNSEL TO SEITEL,  INC., IN FORM
AND SUBSTANCE  REASONABLY  SATISFACTORY TO 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 [BLANK] SHARES OF COMMON STOCK

Certificate No. ESP-____

     This Warrant Certificate  certifies that [Employee Name, Address,  and SSN]
is the registered holder ("Holder") of __________ Common Stock Purchase Warrants
(the "Warrants") to purchase shares of the $0.01 par value common stock ("Common
Stock") of SEITEL,  INC., a Delaware  corporation (the "Company").  Each Warrant
enables the Holder to purchase from the Company at any time until 5:00 p.m., New
York,  New  York,  local  time  on  _____________,   2003,  subject  to  earlier
termination as specified in Section 10 herein, one fully paid and non-assessable
share of Common Stock ("Share") upon  presentation and surrender of this Warrant
Certificate  and upon  payment of the  Exercise  Price per Share  determined  in
accordance  with the terms hereof.  Payment shall be made in lawful money of the
United  States of  America in cash  delivered  to the  Company at its  principal
office at 50 Briar  Hollow  Lane,  7th Floor  West,  Houston,  Texas  77027.  As
hereinafter  provided,  the Exercise Price and number of Shares purchasable upon
the exercise of the Warrants are subject to  modification or adjustment upon the
happening of certain events.

     THIS WARRANT IS NOT ASSIGNABLE OR TRANSFERABLE BY THE HOLDER EXCEPT BY WILL
OR THE LAWS OF  DESCENT  AND  DISTRIBUTION  UPON THE  HOLDER'S  DEATH OR, BY THE
ORIGINAL  PURCHASER OF THIS WARRANT  FROM THE  COMPANY,  TO AN IMMEDIATE  FAMILY
MEMBER OR A TRUST OR  BUSINESS  ENTITY  FORMED FOR THE  BENEFIT OF AN  IMMEDIATE
FAMILY MEMBER AS PROVIDED HEREIN.

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.  Subject to the provisions of Section 11
     below,  during the  lifetime of the Holder,  the  Warrants may be exercised
     only by the  Holder.  If the  Holder  dies or becomes  disabled  within the
     meaning  of Section  22(e)(3)  of the Code  prior to the  termination  date
     specified  herein  without  having  exercised  all  of  the  Warrants,  the
     remaining  Warrants  may be  exercised  to the extent the Holder could have
     exercised  the Warrants on the date of his death or  disability at any time
     prior to the expiration  hereof by (i) the Holder's  estate or a person who
     acquired the right to exercise the Warrants by bequest or inheritance or by
     reason of the death of the Holder in the event of the  Holder's  death,  or
     (ii) the Holder or his personal representative in the event of the Holder's
     disability,  subject to the other  terms of this  Warrant  Certificate  and
     applicable  laws,  rules and  regulations.  For  purposes  of this  Warrant
     Certificate,  the Company  shall  determine  the date of  disability of the
     Holder.

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 agrees 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.    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.

     c.   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. For
          purposes of this Paragraph  3(c), 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 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 of  Directors  may  make an  appropriate  reduction  in the
          "current  public  market  value"  based  upon any  applicable  trading
          restrictions to particular shares of Common Stock.

     d.    The Warrants are not  exercisable  until the Promissory Note given by
           the  Holder in payment  of a portion  of the  purchase  price for the
           Warrants shall have been paid in full.

4.   The Exercise Price per Share for the Warrants shall equal $____ per Share.

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 income or similar  taxes of the
     holder arising from such exercise or 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.   The number of shares of Common Stock  covered by this Warrant  Certificate,
     and the Exercise Price thereof,  shall be subject to such adjustment as the
     Board of Directors of the Company acting in good faith deems appropriate to
     reflect any stock dividend,  stock split,  share  combination,  exchange of
     shares,     recapitalization,     merger,    consolidation,     separation,
     reorganization, liquidation or the like, of or by the Company. In the event
     the Company  shall be a party to any  merger,  consolidation  or  corporate
     reorganization,  as the result of which the Company  shall be the surviving
     corporation,  the rights and duties of the Holder and the Company shall not
     be  affected  in any  manner.  In the event the  Company  shall sell all or
     substantially  all of  its  assets  or  shall  be a  party  to any  merger,
     consolidation  or  corporate  reorganization,  as the  result  of which the
     Company shall not be the surviving  corporation,  or in the event any other
     person  or  entity  may make a tender  or  exchange  offer for stock of the
     Company (the surviving  corporation,  purchaser,  or tendering  corporation
     being  collectively  referred to as the  "Purchaser",  and the  transaction
     being collectively referred to as the "Purchase"), then the Company may, at
     its election,  (a) reach an agreement with the Purchaser that the Purchaser
     will assume the obligations of the Company under this Warrant  Certificate;
     (b) reach an agreement  with the Purchaser  that the Purchaser will convert
     the Warrants  represented by this Warrant  Certificate  into warrants of at
     least  equal  value as to stock of the  Purchaser;  or (c) not  later  than
     thirty (30) days prior to the effective  date of the  Purchase,  notify the
     Holder of the proposed Purchase and afford to the Holder the right prior to
     such  Purchase to exercise any then  unexercised  portion of the  Warrants,
     which exercise may be contingent upon consummation of the Purchase.

9.   The  Warrants  may not be  exercised  in  whole  or in part  and no cash or
     certificates  representing  Shares  shall  be  delivered  if any  requisite
     approval  or  consent  of  any  government  authority  of any  kind  having
     jurisdiction  over the exercise of the Warrants or of any stock exchange on
     which the  Common  Stock is listed  shall not have been  secured or if such
     exercise of delivery  would cause any  violation  of any  applicable  laws,
     regulations  or  stock  exchange  rules,   including  but  not  limited  to
     applicable  Federal and State  securities  laws. The Holder of this Warrant
     Certificate, each permitted 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
     Securities Act of 1933, as amended (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 permitted  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 permitted  transferee  thereof deliver to
     the  Company  his  written  agreement  to accept and be bound by all of the
     terms and conditions in this Warrant Certificate.

10.  The Warrants shall terminate before the date specified on the first page of
     this Warrant  Certificate  upon the earlier of (i) five business days after
     the date of  termination  of  employment  if the original  purchaser of the
     Warrants  from the  Company  (the  "Original  Purchaser")  ceases  to be an
     employee of the Company or a Subsidiary of the Company for any reason other
     than for death,  disability  (within the meaning of Section 22(e)(3) of the
     Internal Revenue Code of 1986, as amended (the "Code")) or retirement after
     age 65, or (ii) one year after the death,  disability or  retirement  after
     age 65 of the  Original  Purchaser  if he ceases to be an  employee  of the
     Company or a  Subsidiary  because of his death,  disability  or  retirement
     after age 65.

11.  The Warrants shall not be transferable other than by will or by the laws of
     descent and  distribution,  except that the Warrants may be  transferred by
     the Original  Purchaser to members of the  Original  Purchaser's  immediate
     family who are U.S.  residents or to trusts or business entities formed for
     the benefit of members of the Original Purchaser's immediate family who are
     U.S.  residents.  As used herein,  immediate family means a parent,  child,
     grandchild, or spouse. A Warrant may not be subsequently transferred by the
     immediate  family  member (or the trust or business  entity  formed for the
     benefit of an immediate  family  member) of the Original  Purchaser to whom
     the Warrant is transferred other than by will or by the laws of descent and
     distribution. If a Warrant is transferred to an immediate family member (or
     a trust or business  entity  formed for the benefit of an immediate  family
     member),  the Company may require investment  representations upon exercise
     of the  Warrant  and may impose such  conditions  upon the  exercise of the
     Warrant as may be  required to comply  with  federal  and state  securities
     laws, and the Shares of Common Stock issuable upon exercise of a Warrant by
     such immediate  family member (or such trust or business  entity formed for
     the benefit of an immediate  family member) may be  "restricted  shares" as
     such  term is  defined  in Rule 144 under the  Securities  Act of 1933,  as
     amended,  and  may  contain  such  restrictive  legends  as may  be  deemed
     necessary by the Company.

12.  In the event  that the  Original  Purchaser  transfers  this  Warrant to an
     immediate  family member,  such  transferee  agrees and  acknowledges  that
     neither this Warrant nor the shares of Common Stock  issuable upon exercise
     of this Warrant have been  registered  under the Securities Act of 1933, as
     amended,  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
     reasonably  satisfactory  to counsel to the  Company in form and  substance
     reasonably  satisfactory to the Company 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.


<PAGE>


     WITNESS the following signatures as of this ___ day of September, 1998.



                           SEITEL, INC.


                           By:    ______________________________________
                                  PAUL A. FRAME, President

                           By:    ______________________________________
                                  DEBRA D. VALICE, Secretary






<PAGE>


                                  PURCHASE FORM




TO: SEITEL, INC.                                                  DATE:



     The undersigned  hereby irrevocably elects to exercise the attached Warrant
Certificate,  Certificate  No.  ESP-  ____,  to the extent of (number of shares)
Shares of Common Stock,  $0.01 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:
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Address:
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                           By:
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