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                                                                    Exhibit 10.8

[LOGO OF RBC ROYAL BANK]

                                                       Royal Bank of Canada
                                                       Oil & Gas Banking Centre
                                                       335 - 8/th/ Avenue S.W.
                                                       Calgary, Alberta T2P 1 C9
                                                       Transit: 0599
                                                       Tel.: (403) 292-8953
                                                       Fax: (403) 292-3436

January 12, 2004

Olympic Seismic Ltd.
1900,407-2nd Avenue S.W.
Calgary, AB T2P 2Y3

Attention: Suzanne Bowden, Vice President

Dear Sirs/Mesdames:

We are pleased to offer the credit facility described below (the "Credit
Facility"; also referred to as "Facility (1)"), subject to the following terms
and conditions. This agreement supercedes and cancels our letter agreement dated
October 31, 2002 and any subsequent amendments thereto (the "Cancelled Credit
Facility"). In addition, any amount owing by the Borrower to the Bank under the
Cancelled Credit Facility is deemed to be a Borrowing under this agreement.

DEFINITIONS AND SCHEDULES

The attached schedules are incorporated into this agreement by reference.
Schedule "A" contains definitions of capitalized terms used and not otherwise
defined in this agreement. Unless otherwise provided, all dollar amounts are in
Canadian currency and accounting terms are to be interpreted in accordance with
GAAP.

BORROWER

Olympic Seismic Ltd.                                         (the "Borrower")

GUARANTORS

SEIC Trust Administration, Ltd. (as sole trustee of,
and for and on behalf of, SEIC Business Trust) and
SEIC Holdings, Ltd.                                          (the "Guarantors")

LENDER

Royal Bank of Canada                                         (the "Bank")

CREDIT FACILITY

Facility (1):  5,000,000 revolving demand facility, by way of:

         (a)   RBP based loans ("RBP Loans");

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     (b)  Bankers' Acceptances ("BAs");

     (c)  Letters of Credit ("LCs");

     (d)  Letters of Guarantee ("LGs").

Each use of the Credit Facility is a "Borrowing" and all such usages outstanding
at any time are "Borrowings". Schedule "B" contains notice provisions applicable
to Borrowings that must be complied with. Schedule "C" contains terms and
conditions applicable to Borrowings made otherwise than by way of RBP Loans
which must be complied with.

TERMS OF OTHER FACILITIES

The Credit Facility is in addition to a corporate VISA to a maximum amount of
$200,000 which is governed by this agreement and separate agreements between the
Borrower and the Bank.

In the event of conflict between this agreement and any separate agreement
delivered in connection with the VISA facility, the terms of such separate
agreement shall govern with respect to such facility.

PURPOSE

Facility (1)

Finance general operating requirements.

AVAILABILITY

Facility (1)

The Borrower may borrow, convert, repay and reborrow up to the amount of this
operating facility, provided:

     (a)  the aggregate Borrowings outstanding under the Credit Facility
          (including, without limitation, all LCs and LGs) must not exceed at
          any time 75% of Good Accounts Receivable, less Potential Prior-Ranking
          Claims (the "Borrowing Limit");

     (b)  the Credit Facility is made available at the sole discretion of the
          Bank and the Bank may cancel or restrict availability of any
          unutilized portion of the Credit Facility at any time and from time to
          time without notice or demand.

REPAYMENT

Facility (1)

Borrowings under the Credit Facility are expected to revolve with operating
requirements.

Notwithstanding compliance with the covenants and all other terms and conditions
of this agreement, and regardless of the maturities of any outstanding
instruments or contracts, Borrowings under the Credit Facility are repayable on
demand.

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Upon demand or termination, the Borrower shall pay to the Bank all Borrowings
outstanding under the Credit Facility including, without limitation, an amount
equal to the aggregate of the face amounts of all BAs, LCs and LGs which are
unmatured or unexpired, which amount shall be held by the Bank as security for
the Borrower's obligations to the Bank in respect of such instruments or
contracts. The Bank may enforce its rights to realize upon its security and
retain an amount sufficient to secure the Bank for the Borrower's obligations to
the Bank in respect of such instruments or contracts.

INTEREST RATES AND FEES

Facility (1)

RBP Loans:        RBP plus 0.35% per annum.
BAs:              1.50% per annum.
LCs:              fee to be quoted by the Bank at the time of issue of each LC.
LGs:              fee to be quoted by the Bank at the time of issue of each LG,
                  subject to a minimum fee of $100.

Utilization Fee

The Borrower shall pay a utilization fee monthly in arrears on the first day of
each month at the rate of 0.25% per annum. This fee will be calculated monthly
and will accrue daily on the unutilized and uncancelled portion of the amount of
Facility (1) (determined without giving effect to any reduction in that amount
which may result from the application of the margin requirements for Facility
(1)), from and including the date of this agreement.

Revolvement Fee

An administration fee of $125 per month, for revolving RBP Loans under Facility
(1) is payable monthly in arrears on such date as the Bank may determine.

CALCULATION AND PAYMENT OF INTEREST AND FEES

RBP Loans

The Borrower shall pay interest on each RBP Loan, monthly in arrears, on the
21$` day of each month. Such interest will be calculated monthly and will accrue
daily on the basis of the actual number of days elapsed and a year of 365 days.

LC Fees

The Borrower shall pay an LC fee on the date of any payment made by the Bank
pursuant to a drawing under any LC calculated on the amount drawn, based upon
the number of days the LC was outstanding and a year of 365 days. If the total
amount available under any LC has not been drawn prior to the expiry of such LC,
the Borrower shall pay an LC fee calculated on the undrawn portion of such LC on
the expiry date thereof, based upon the number of days the LC was outstanding
and a year of 365 days.

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LG Fees

The Borrower shall pay an LG fee on the date of issuance of any LG calculated on
the face amount of the LG issued and based on the number of days in the term
thereof and a year of 365 days.

BAs

The Borrower shall pay an acceptance fee in advance on the date of issue of each
BA at the applicable rate provided for in this agreement. Acceptance fees shall
be calculated on the face amount of the BA issued and based upon the number of
days in the term thereof and a year of 365 days.

Limit on Interest

The Borrower shall not be obligated to pay any interest, fees or costs under or
in connection with this agreement in excess of what is permitted by law.

Overdue Payments

Any amount that is not paid when due hereunder shall, unless interest is
otherwise payable in respect thereof in accordance with the terms of this
agreement or the instrument or contract governing same, bear interest until paid
at the rate of RBP plus 5% per annum.

Equivalent Yearly Rates

The annual rates of interest or fees to which the rates calculated in accordance
with this agreement are equivalent, are the rates so calculated multiplied by
the actual number of days in the calendar year in which such calculation is made
and divided by 365.

Time and Place of Payment

Amounts payable by the Borrower hereunder shall be paid at the Branch of Account
in the applicable currency. Amounts due on a day other than a Business Day shall
be deemed to be due on the Business Day next following such day. Interest and
fees payable under this agreement are payable both before and after any or all
of default, demand and judgment.

INCREASED COSTS

The Borrower shall reimburse the Bank for any additional cost or reduction in
income arising as a result of (i) the imposition of, or increase in, taxes on
payments due to the Bank hereunder (other than taxes on the overall net income
of the Bank), (ii) the imposition of, or increase in, any reserve or other
similar requirement, (iii) the imposition of, or change in, any other condition
affecting the Credit Facility imposed by any applicable law or the
interpretation thereof.

EVIDENCE OF INDEBTEDNESS

The Bank shall open and maintain at the Branch of Account accounts and records
evidencing the Borrowings made available to the Borrower by the Bank under this
agreement. The Bank shall record the principal amount of each Borrowing, the
payment of principal and interest and all other amounts becoming due to the Bank
under this agreement.

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The Bank's accounts and records constitute, in the absence of manifest error,
conclusive evidence of the indebtedness of the Borrower to the Bank pursuant to
this agreement.

The Borrower authorizes and directs the Bank to automatically debit, by
mechanical, electronic or manual means, any bank account of the Borrower
maintained with the Bank for all amounts payable by the Borrower to the Bank
pursuant to this agreement.

GENERAL ACCOUNT

The Borrower shall establish a current account with the Bank (the "General
Account") for the conduct of the Borrower's day to day banking business. If the
balance in the General Account:

     (a)  is a credit, the Bank may apply, at any time in its discretion, the
          amount of such credit or part thereof, rounded to the nearest $5,000,
          as a repayment of Borrowings outstanding by way of RBP Loans under
          Facility (1), or

     (b)  is a debit, the Bank may, subject to availability, make available a
          Borrowing by way of an RBP Loan under Facility (1) in an amount,
          rounded to the nearest $5,000, as is required to place the General
          Account at not less than a zero balance.

CONDITIONS PRECEDENT

The availability of any Borrowing is conditional upon the receipt of

     (a)  a duly executed copy of this agreement;

     (b)  the security provided for herein, in form and substance satisfactory
          to the Bank, registered as required to perfect and maintain the
          security created thereby and such certificates, authorizations,
          resolutions and legal opinions as the Bank may reasonably require; and

     (c)  such financial and other information or documents relating to the
          Borrower or Guarantor as the Bank may reasonably require.

SECURITY

Security for the Borrowings and all other obligations of the Borrower to the
Bank shall include:

     (a)  General security agreement on the Bank's form 923 signed by the
          Borrower constituting a first ranking security interest in all
          personal property and a first ranking floating charge on all real
          property of the Borrower;

     (b)  Guarantee in an unlimited amount signed by SEIC Trust Administration,
          Ltd. (in its capacity as sole trustee of SEIC Business Trust),
          supported by a general security agreement on the Bank's form 923
          constituting a first ranking security interest in all personal
          property and a first ranking floating charge on all real property of
          SEIC Trust Administration, Ltd.(in its capacity as sole trustee of
          SEIC Business Trust) and further supported by a legal opinion from
          Gowling Lafleur Henderson, LLP;

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     (c)  Guarantee in an unlimited amount signed by SEIC Holdings, Ltd.,
          supported by a general security agreement on the Bank's form 923
          constituting a first ranking security interest in all personal
          property and a first ranking floating charge on all real property of
          SEIC Holdings, Ltd. and further supported by a legal opinion from
          Gowling Lafleur Henderson, LLP and further supported by an agreement
          signed by the Borrower, SEIC Business Trust, SEIC Holdings, Ltd. and
          the Bank outlining the terms and conditions restricting the trust's
          amendment and/or termination;

     (d)  Postponement of claim signed by SEIC Partners Limited Partnership, by
          its general partner, SEIC, Inc. in respect of the indebtedness of SEIC
          Trust Administration, Ltd. and SEIC Business Trust to such Person;

     (e)  Postponement of claim signed by Seitel Management, Inc. in respect of
          the indebtedness of the Borrower to such Person;

     (f)  Postponement of claim signed by Seitel Data, Ltd. (a Texas limited
          partnership) in respect of the indebtedness of the Borrower to such
          Person;

     (g)  Legal opinions from the U.S. solicitors of SEIC, Inc., Seitel
          Management, Inc., Seitel Delaware, Inc., Seitel Data, Ltd. and SEIC
          Partners Limited Partnership;

     (h)  Legal opinions from Alberta counsel to SEIC Partners Limited
          Partnership;

     (i)  Legal opinions from Alberta counsel to the Borrower and the
          Guarantors;

     (j)  Legal opinions of counsel to the Bank;

     (k)  Postponement and Subordination Agreement between the Borrower, the
          Bank, Herbert M. Pearlman and Sheryl Ann Pearlman respecting a
          guarantee by the Borrower of a US $735,000 promissory note (the
          "Pearlman Note") issued by Seitel, Inc.;

     (1)  Undertaking by the Borrower to the Bank to remedy defaults under the
          Pearlman Note within the applicable cure period and to give notice to
          the Bank of any failure to so remedy; and

     (m)  Settlement and Separation Agreement signed by Seitel, Inc. and Herbert
          M. Pearlman;

all in form and substance satisfactory to the Bank and its counsel, acting
reasonably.

The Borrower and each Guarantor hereby acknowledge that the foregoing security
and any security documentation, previously or hereafter delivered by the
Borrower or any Guarantor in favour of the Bank secures all debts, obligations
and liabilities, present and future, absolute or contingent, of the grantor
thereof, including without limitation the Borrowings and any contingent
liabilities under any guarantee, and any transactional risk in respect of the
Borrower,

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including without limitation arising in respect of spot foreign currency
purchases or electronic funds transfer arrangements.

REPRESENTATIONS AND WARRANTIES

Each of the Borrower and Guarantors represents and warrants to the Bank that:

     (a) except for SEIC Business Trust, it is a corporation duly incorporated,
         validly existing and duly registered or qualified to carry on business
         in the Province of Alberta;

     (b) SEIC Business Trust is a trust duly formed under the laws of the
         Province of Alberta;

     (c) the execution, delivery and performance by it of this agreement have
         been duly authorized by all necessary actions and do not violate its
         constating documents or any applicable laws or agreements to which it
         is subject or by which it is bound;

     (d) it possesses all licenses, patents, trade marks, service marks and
         copyrights (collectively "Intellectual Property"), free from material
         restrictions, that are necessary for the ownership, maintenance and
         operation of its assets and businesses, except to the extent failure to
         possess any such Intellectual Property would not have a material
         adverse effect upon its financial condition or operations or its
         ability to perform its obligations under this agreement or any of the
         Bank's security, and it is not in violation of any rights of others
         with respect to any of the foregoing;

     (e) there is no claim, action, prosecution or other proceeding of any kind
         pending or, to the best of its knowledge, threatened against it or any
         of its assets or properties before any court or administrative agency
         which relates to any non-compliance with any Environmental Law or any
         Release from its lands of a Contaminant into the natural environment or
         which, if adversely determined, might have a material adverse effect
         upon its financial condition or operations or its ability to perform
         its obligations under this agreement or any of the Bank's security, and
         there are no circumstances of which it is aware which might give rise
         to any such proceeding which it has not fully disclosed to the Bank;
         and

     (f) no event has occurred which constitutes, or which, with notice, lapse
         of time, or both, would constitute, a breach of any covenant or other
         term or condition of this agreement or any security agreement given in
         connection therewith.

REPORTING COVENANTS

The Borrower covenants and agrees with the Bank, while this agreement is in
effect, to provide the Bank with:

     (a) monthly Borrowing Limit Certificate, substantially in the form of
     Schedule "D", within 25 days of each month end;

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     (b) monthly aged list of accounts receivable for the Borrower and listing
         of Potential Prior-Ranking Claims, within 25 days of each month end;

     (c) quarterly company prepared financial statements for each of the
         Borrower and SEIC Business Trust, within 45 days of each fiscal quarter
         end;

     (d) quarterly company prepared consolidated financial statements for SEIC
         Holdings, Ltd., within 45 days of each fiscal quarter end;

     (e) annual audited consolidated financial statements for SEIC Holdings,
         Ltd., within 120 days of each fiscal year end;

     (f) annual review engagement financial statement for each of the Borrower,
         SEIC Business Trust and Seitel Solutions Canada, Ltd., within 120 days
         of each fiscal year end;

     (g) annual business plan and proforma financial statements for the
         Borrower, prepared for the next following fiscal year, within 30 days
         of each fiscal year end; and

     (h) such other financial and operating statements and reports as and when
         the Bank may reasonably require.

GENERAL COVENANTS

The Borrower and each of the Guarantors covenants and agrees with the Bank,
while this agreement is in effect:

     (a) to pay all sums of money when due by it under this agreement;

     (b) to provide the Bank with prompt written notice of any event which
         constitutes, or which, with notice, lapse of time, or both, would
         constitute a breach of any covenant or other term or condition of this
         agreement;

     (c) to give the Bank 30 days prior written notice of any intended change in
         the ownership of its shares and not to consent to or facilitate a
         change in the ownership of its shares without the prior written consent
         of the Bank;

     (d) to keep its assets fully insured against such perils and in such manner
         as would be customarily insured by Persons carrying on a similar
         business or owning similar assets;

     (e) to file all material tax returns which are to be filed by it from time
         to time, to pay or make provision for payment of all taxes (including
         interest and penalties) and Potential Prior-Ranking Claims when due,
         and to provide adequate reserves for the payment of any tax, the
         payment of which is being contested;

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     (f) to comply in all material respects with all applicable laws including,
         without limitation, all Environmental Laws;

     (g) except for Permitted Liens, not to, without the prior written consent
         of the Bank, grant, create, assume or suffer to exist any Lien
         affecting any of its properties, assets or other rights;

     (h) not to, without the prior written consent of the Bank, sell, transfer,
         convey, lease or otherwise dispose of any of its properties or assets
         other than in the ordinary course of business and on commercially
         reasonable terms;

     (i) not to, without the prior written consent of the Bank, guarantee or
         otherwise provide for, on a direct, indirect or contingent basis, the
         payment of any monies or performance of any obligations by any other
         Person, except as may be provided for herein and except for a guarantee
         in favour of Herbert Pearlman in the amount of US $735,000;

     (j) not to, without the prior written consent of the Bank, merge,
         amalgamate, or otherwise enter into any other form of business
         combination with any other Person;

     (k) not to enter into any contract or arrangement with any associated or
         affiliated Person on terms less favorable to the Borrower or Guarantor,
         as applicable, than would reasonably be expected to be obtained in a
         contract or arrangement with an arm's length third party;

     (1) to provide the Bank with prompt written notice of any material
         non-compliance by the Borrower or any Guarantor with any Environmental
         Laws or any Release from the land of the Borrower or any Guarantor of a
         Contaminant into the natural environment and to indemnify and save
         harmless the Bank from all liability of loss as a result of an
         Environmental Activity or any non-compliance with any Environmental
         Law; and

     (m) to permit the Bank or its representatives, from time to time during
         normal business hours and upon reasonable prior notice, to visit and
         inspect the Borrower's or any Guarantor's premises, properties and
         assets and examine and obtain copies of the Borrower's or any
         Guarantor's records and discuss the Borrower's or any Guarantor's
         affairs with the auditors, counsel and other professional advisers of
         the Borrower or any Guarantor.

Nothing contained in the foregoing Covenants sections shall limit the right of
the Bank under this agreement to terminate or demand payment of, or cancel or
restrict availability of any unutilized portion of, the Credit Facility, at any
time.

SUCCESSORS AND ASSIGNS

This agreement shall be binding upon and enure to the benefit of the parties and
their respective successors and permitted assigns.

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The Bank may assign all or part of its rights and obligations under this
agreement to any Person. The rights and obligations of the Borrower under this
agreement may not be assigned without the prior written consent of the Bank.

The Bank may disclose to potential or actual assignees confidential information
regarding the Borrower (including, any such information provided by the Borrower
to the Bank) and shall not be liable for any such disclosure.

GENERAL

Expenses

The Borrower agrees to pay all fees (including reasonable legal fees on a
solicitor-client basis), costs and expenses incurred by the Bank in connection
with the preparation, negotiation and documentation of this agreement and the
security provided for herein and the operation or enforcement of this agreement
and the security provided for herein.

Review

The Bank may conduct periodic reviews of the affairs of the Borrower and any
Guarantor, as and when determined by the Bank, for the purpose of evaluating the
financial condition of the Borrower or such Guarantor. The Borrower and each
Guarantor shall make available to the Bank such financial statements and other
information and documentation as the Bank may reasonably require and shall do
all things reasonably necessary to facilitate such review by the Bank.

Potential Prior-Ranking Claims

The Borrower and each Guarantor hereby grants its consent (such grant to remain
in force as long as this agreement is in effect or any Borrowings are
outstanding) to any Person having information relating to any Potential
Prior-Ranking Claim arising by any law, statute, regulation or otherwise and
including, without limitation, claims by or on behalf of government to release
such information to the Bank at any time upon its written request for the
purpose of assisting the Bank to evaluate the financial condition of the
Borrower or any Guarantor.

Set Off

The Bank is authorized, but not obligated, at any time, to apply any credit
balance, whether or not then due, to which the Borrower is entitled on any
account in any currency at any branch or office of the Bank in or towards
satisfaction of the obligations of the Borrower due to the Bank under this
agreement. The Bank is authorized to use any such credit balance to buy such
other currencies as may be necessary to effect such application.

Non-Merger

The provisions of this agreement shall not merge with any security provided to
the Bank, but shall continue in full force for the benefit of the parties
hereto.

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Amendments and Waivers

No amendment or waiver of any provision of this agreement will be effective
unless it is in writing signed by the Borrower and the Bank. No failure or
delay, on the part of the Bank, in exercising any right or power hereunder or
under any security document shall operate as a waiver thereof. The Guarantors
agree that the amendment or waiver of any provision of this agreement (other
than agreements, covenants or representations expressly made by the Guarantors
herein, if any) may be made without and does not require the consent or
agreement of, or notice to, the Guarantors.

Severability

If any provision of this agreement is or becomes prohibited or unenforceable in
any jurisdiction, such prohibition or unenforceability shall not invalidate or
render unenforceable the provision concerned in any other jurisdiction nor
invalidate, affect or impair any of the remaining provisions of this agreement.

Life Insurance Options

The Borrower acknowledges that Borrowings are not insured under the Bank's
Business Loan Insurance Program.

Governing Law

This agreement shall be construed in accordance with and governed by the laws of
the Province of Alberta and of Canada applicable therein.

Whole Agreement

This agreement, the security and any other written agreement delivered pursuant
to or referred to in this agreement constitute the whole and entire agreement
between the parties in respect of the Credit Facility. There are no verbal
agreements, undertakings or representations in connection with the Credit
Facility.

Joint and Several

Where more than one Person is liable as Borrower or Guarantor for any obligation
under this agreement, then the liability of each such Person for such obligation
is joint and several with each other such Person.

Time

Time shall be of the essence in all provisions of this agreement.

Acceptance

This offer is open for acceptance until February 9, 2004, after which date it
will be null and void, unless extended in writing by the Bank.

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Please confirm your acceptance of this agreement by signing the attached copy of
this letter in the space provided below and returning it to the undersigned.

Yours truly,
By: /s/ D.A. Majeski
Title: Manager

We acknowledge and accept the foregoing terms
and conditions as of 12 January, 2004.

Olympic Seismic Ltd.

By: /s/ Suzanne Bowden
Title: Vice President

By: /s/ Kevin P. Callaghan
Title: President

I/We have authority to bind the corporation.

We acknowledge and confirm our agreement with
the foregoing terms and conditions, as Guarantors,
as of 12 January, 2004.

SEIC Trust Administration, Ltd., as sole trustee of,
and for and on behalf of, SEIC Business Trust

By: /s/ Suzanne Bowden
Title: Secretary and Treasurer

By: /s/ Kevin P. Callaghan
Title: President

I/We have authority to bind the corporation.

SEIC Holdings, Ltd.

By: /s/ Suzanne Bowden
Title: Secretary and Treasurer

By: /s/ Kevin P. Callaghan
Title: President

I/We have authority to bind the corporation.

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Schedule "A" to the agreement dated January 12, 2004, between Olympic Seismic
Ltd., as Borrower, and Royal Bank of Canada, as the Bank.

                                   DEFINITIONS

For the purpose of this agreement, the following terms and phrases shall have
the following meanings:

"Applicable Laws" means, with respect to any Person, property, transaction or
event, all present or future Applicable Laws, statutes, regulations, rules,
orders, codes, treaties, conventions, judgments, awards, determinations and
decrees of any governmental, regulatory, fiscal or monetary body or court of
competent jurisdiction in any applicable jurisdiction;

"Bankers' Acceptance" or "BA" means a bill of exchange, including a depository
bill issued in accordance with the Depository Bills and Notes Act (Canada),
drawn on the Bank by, and payable to the order of, the Borrower which have been
accepted by the Bank;

"Branch of Account" means the branch of the Bank at which the Borrower's
accounts are maintained. As at the date of this agreement, the "Branch of
Account" is the Bank's branch at 339 - 8th Avenue S.W., Calgary, Alberta;

"Business Day" means a day, excluding Saturday, Sunday and any other day which
shall be a legal holiday or a day on which banking institutions are closed in
the province of the Branch of Account;

"Contaminant" includes, without limitation, any pollutant, dangerous substance,
liquid waste, industrial waste, hazardous material, hazardous substance or
contaminant including any of the foregoing as defined in any Environmental Law;

"Environmental Activity" means any activity, event or circumstance in respect of
a Contaminant, including, without limitation, its storage, use, holding,
collection, purchase, accumulation, assessment, generation, manufacture,
construction, processing, treatment, stabilization, disposition, handling or
transportation, or its Release into the natural environment, including movement
through or in the air, soil, surface water or groundwater;

"Environmental Laws" means all Applicable Laws relating to the environment or
occupational health and safety, or any Environmental Activity;

"GAAP" means, generally accepted accounting principles in effect from time to
time in Canada applied in a consistent manner from period to period;

"Good Accounts Receivable" means accounts receivable excluding (i) the entire
amount of accounts, any portion of which is outstanding more than 90 days after
billing date, provided that the under 90 day portion may be included where the
Bank has designated such portion as nevertheless good, (ii) all amounts due from
any affiliate, (iii) bad or doubtful accounts, (iv) accounts subject to any
security interest or other encumbrance ranking or capable of ranking in priority
to the Bank's security, (v) accounts subject to all holdbacks, contra accounts
or rights of set-off on the part of any account debtor, or (vi) any accounts
which the Bank advises the Borrower to be ineligible;

"Guarantor" means any Person who has executed this agreement as Guarantor;

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"Lien" means a mortgage, assignment by way of security, hypothec, privilege,
lien (including any right of repossession), charge or encumbrance, whether fixed
or floating, on, or any security interest in, any property, whether real,
personal or mixed, tangible or intangible, or a pledge or hypothecation thereof
or any conditional sale agreement or other title retention agreement or
equipment lease or capital lease relating thereto or any subordination to any
right or claim of any other Person in respect thereof;

"Letter of Credit" or "LC" means a documentary credit issued by the Bank on
behalf of the Borrower for the purpose of paying suppliers of goods;

"Letter of Guarantee" or "LG" means a documentary credit issued by the Bank on
behalf of the Borrower for the purpose of providing security to a third party
that the Borrower or a person designated by the Borrower will perform a
contractual obligation owed to such third party;

"Permitted Liens" means:

       (a)    inchoate Liens created by any statute in respect of obligations
              not at the time overdue or in arrears; or which are overdue but
              are being diligently contested by the Borrower or the applicable
              Guarantor in good faith and on reasonable grounds, provided that
              appropriate reserves and additional security satisfactory to the
              Bank have been established and that, in the opinion of the Bank,
              the security, interest and risk of the Bank are not materially
              adversely affected thereby;

       (b)    money deposited as security for Liens created by any statute,
              contracts, bids, tenders, surety or appeal bonds, costs of
              litigation when required by law, and public and statutory
              obligations in respect of obligations not at the time overdue or
              in arrears; or which are overdue but are being diligently
              contested by the Borrower or the applicable Guarantor in good
              faith and on reasonable grounds, provided that appropriate
              reserves and additional security satisfactory to the Bank have
              been established and that, in the opinion of the Bank, the
              security, interest and risk of the Bank are not materially
              adversely affected thereby;

       (c)    warehousemen's, carriers', repairers' and similar Liens incurred
              in the ordinary course of business in respect of obligations not
              at the time overdue or in arrears; or which are overdue but are
              being diligently contested by the Borrower or the applicable
              Guarantor in good faith and on reasonable grounds, provided that
              appropriate reserves and additional security satisfactory to the
              Bank have been established and that, in the opinion of the Bank,
              the security, interest and risk of the Bank are not materially
              adversely affected thereby;

       (d)    security given to a public utility or any municipality or
              government or to any statutory or public authority to secure
              obligations incurred to such utility, municipality, government or
              other authority in the ordinary course of business;

       (e)    Liens arising from judgments or awards in respect of which an
              appeal or proceeding for review has been commenced and is being
              diligently pursued on reasonable grounds, a stay of execution
              pending such appeal or proceedings for review has been obtained
              and reserves satisfactory to the Bank have been established;

                                       14

<PAGE>

       (f)    any mechanic's, labourer's, materialman's statutory or other
              similar Lien arising in the ordinary course of business or out of
              the construction or improvement of any lands or arising out of the
              furnishing of materials or supplies therefore, provided in respect
              of obligations not at the time overdue or in arrears; or which are
              overdue but are being diligently contested by the Borrower or the
              applicable Guarantor in good faith and on reasonable grounds,
              provided that appropriate reserves and additional security
              satisfactory to the Bank have been established and that, in the
              opinion of the Bank, the security, interest and risk of the Bank
              are not materially adversely affected thereby, provided that no
              notice thereof has been given and no other proceedings in respect
              thereof have been commenced;

       (g)    title defects or irregularities which are of a minor nature and in
              the aggregate do not materially affect the value of such property
              or impair the use of such property for the purposes held by the
              owner or lessee thereof;

       (h)    Rights of distress reserved under any lease prior to the exercise
              thereof;

       (i)    Purchase-Money Security Interests incurred or assumed in
              connection with the purchase, leasing or acquisition of capital
              equipment, vehicles or office equipment in the ordinary course of
              business, provided that the aggregate amount of indebtedness of
              the Borrower and the Guarantors secured thereunder is not at any
              time outstanding in excess of $100,000 in the aggregate and that
              no security interest is granted except in the assets acquired with
              the proceeds of such purchase money financing;

       (j}    the Liens registered under the Alberta Personal Property Registry
              against Olympic Seismic Ltd. as 93021734308 in favour of, inter
              alia, Compton Resources Corporation (until February 7, 2003 only)
              and as 0110102252 in favour of Apache Canada Ltd. and Fletcher
              Challenge Oil and Gas Inc.; and

       (k)    the security;

"Person" includes an individual, a partnership, a joint venture, a trust, an
unincorporated organization, a company, a corporation, an association, a
government or any department or agency thereof, and any other incorporated or
unincorporated entity;

"Potential Prior-Ranking Claims" means all amounts owing or required to be paid,
where the failure to pay any such amount' could give rise to a claim pursuant to
any law, statute, regulation or otherwise, which ranks or is capable of ranking
in priority to the Bank's security or otherwise in priority to any claim by the
Bank for repayment of any amounts owing under this agreement;

"RBP" and "Royal Bank Prime" each means the annual rate of interest announced by
the Bank from time to time as being a reference rate then in effect for
determining interest rates on commercial loans made in Canadian currency in
Canada; and

"Release" includes discharge, spray, inject, inoculate, abandon, deposit, spill,
leak, seep, pour, emit, empty, throw, dump, place and exhaust, and when used as
a noun has a similar meaning.

                                       15

<PAGE>

Schedule "B" to the agreement dated January 12, 2004, between Olympic Seismic
Ltd., as Borrower, and Royal Bank of Canada, as the Bank.

                               NOTICE REQUIREMENTS

Notice Requirements:

RBP Loans and BAs only.  For LCs and LGs, see Schedule "C"

-----------------------------------------------------------------
         Amount                           Prior Notice
-----------------------------------------------------------------
Under $10,000,000            By 10:00 a.m on the day of Borrowing
-----------------------------------------------------------------

                                       16

<PAGE>

Schedule "C" to the agreement dated January 12, 2004, between Olympic Seismic
Ltd., as Borrower, and Royal Bank of Canada, as the Bank.

                              BORROWING CONDITIONS

Borrowings made otherwise than by way of RBP Loans or RBUSBR Loans will be
subject to the following terms and conditions:

       BAs:

       (a)    BAs shall be issued and mature on a Business Day and shall be
              issued in minimum face amounts of $500,000 or such larger amount
              as is a whole multiple of $100,000 for terms of not less than 30
              and not more than 180 days;

       (b)    the Bank may, in its sole discretion, refuse to accept the
              Borrower's drafts or limit the amount of any BA issue at any time;

       (c)    notwithstanding any other provision of this agreement, the
              Borrower shall indemnify the Bank against any loss, cost or
              expense incurred by the Bank if any BA is repaid, prepaid,
              converted or cancelled other than on the maturity date of such BA;

       (d)    any BA issued under a term facility must have a maturity on or
              before the maturity date of the term facility, unless otherwise
              agreed by the Bank; and

       (e)    prior to the issue of any BA the Borrower shall execute the Bank's
              standard form of undertaking and agreement in respect of BAs. If
              there is any inconsistency at any time between the terms of this
              agreement and the terms of the Bank's standard form of undertaking
              and agreement, the terms of this agreement shall govern.

       LCs or LGs:

       (a)    each LC and LG shall expire on a Business Day and shall have a
              term of not more than 365 days;

       (b)    at least 2 Business Days prior to the issue of an LC or LG, the
              Borrower shall execute a duly authorized application with respect
              to such LC or LG and each LC and LG shall be governed by the terms
              and conditions of the relevant application for such instrument;

       (c)    an LC or LG may not be revoked prior to its expiry date unless the
              consent of the beneficiary of the LC or LG has been obtained; and

       (d)    if there is any inconsistency at any time between the terms of
              this agreement and the terms of the application for LC or LG, the
              terms of the application for LC or LG shall govern.

                                       17

<PAGE>

Schedule "D" to the agreement dated January 12, 2004, between Olympic Seismic
Ltd., as Borrower, and Royal Bank of Canada, as the Bank.

                           BORROWING LIMIT CERTIFICATE

I, _______________________________ the _______________________________ of
Olympic Seismic Ltd. (the "Borrower") hereby certify as of [insert last day of
month, as applicable]:

1.     I am familiar with and have examined the provisions of the letter
       agreement (the "Agreement") dated January 12, 2004, between, inter alia,
       Olympic Seismic Ltd., as Borrower, and Royal Bank of Canada (the "Bank"),
       as the Bank, and have made reasonable investigations of corporate records
       and inquiries of other officers and senior personnel of the Borrower.
       Terms defined in the Agreement have the same meanings where used in this
       certificate.

2.     The Borrowing Limit is $_______________________, calculated as follows:


<TABLE>
<S>                                                   <C>                               <C>
total accounts receivables                                                              $__________________


Less:  (a)   accounts, any portion of which           ($_______________)
             exceeds 90 days

       (b)   accounts due from affiliates             ($_______________)

       (c)   "Under 90 days" accounts where           ($_______________)
             collection is suspect

       (d)   accounts subject to prior                ($_______________)
             encumbrances

       (e)   Holdbacks, contra-accounts or rights     ($_______________)
             of set-off

       {f)   other ineligible accounts                ($_______________)


Plus:  (g)   Under 90 day portion of accounts         ($_______________)
             included in (a) above, which the Bank
             has designated as nevertheless good

Good Accounts Receivable                                                                A ($_______________)

marginable accounts receivable at 75% of A                                              B ($_______________)
                                  --

Less:  Potential Prior-Ranking claims relating to   C ($_______________)
       inventory and accounts

Borrowing Limit (B - C)                                                                 ($_________________)
</TABLE>


                                       18

<PAGE>

<TABLE>
<S>                                                   <C>                               <C>
Less:  Facility (1) Borrowings (including LCs and     ($_______________ )
       LGs)

Margin Surplus (Deficit)                                                                ($_________________)
</TABLE>

3.     Annexed hereto are the following reports in respect of the Borrower:

       (a)    aged list of accounts receivable,

       (b)    listing of Potential Prior-Ranking Claims.

4.     The reports and information provided herewith are accurate and complete
in all respects and all amounts certified as Potential Prior-Ranking Claims are
complete and constitute current amounts owing and not in arrears.

                                       19